Ben 10: Secret of the Omnitrix (2007) Script

[ Beeping ] [ Electricity crackling ]

>> Gwen: I hear normal kids normally spend their normal summer vacations at the beach or the mall -- oho!

That's right.

We were supposed to go to the mall today.

>> Max: Sorry, honey.

Got a little sidetracked.

[ Machinery whirring ]

>> This nuclear reactor is the perfect way to detonate my DNA bomb into the atmosphere and de-evolutionize the world!

[ Door crashes open ]

>> Gwen: Took him long enough. >> Heatblast: Okay, animo, science class is canceled.

>> Fool! In less than a minute, the world will get a lesson it will never forget! In the meantime, meet my latest creation.

>> Heatblast: Bring it on! I'll barbecue that bug.

Oh, yeah. Being a hero rocks! >> [ Screeching ]

>> Gwen: Hey! Hothead, DNA bomb ticking down over here, remember?

Aah! Oh!

>> Even you can't generate enough heat to melt that casing! >> Heatblast: If I can't shut it down, I'll just have to turn it up. >> Gwen: Ben, you don't know what that's going to do. >> Heatblast: Can't be any worse than what's going to happen if I don't. >> No! You're overloading the system!

>> Heatblast: That's the idea.

[ Alarm blaring ]

[ Electricity crackling ] >> Max: [ Grunts ]

>> You may have ruined my plan today, Tennyson, but there's always tomorrow!

>> Max: Ben, are you okay? >> Ben: Yeah. Good thing I was heatblast, 'cause that DNA wave would have scrambled me. [ Beeps ] >> Gwen: What's up with the watch? >> Ben: I don't know.

[ Beeping ] All right! I got the green early.

>> Max: Hold off, now, Ben. Who knows what's going on? >> Ben: But animo is getting away. I can't catch him if I don't go hero.

Stinkfly cleared for takeoff. >> Wildmutt: [ Growls ] >> Grey matter: Sometimes I think this thing just plain hates me. >> Gwen: How are you planning on catching up to animo now, short stuff?

>> Someday, my pet, that snot-nosed hero will get his! >> Grey matter: In the meantime, here's yours.

>> [ Grunting ]

Time...To cut this little pygmy punk down to size! >> Grey matter: Whoa!

Whoa-oh! >> Aah!

[ Grunting ] >> Grey matter: Ohh, that's gonna leave a mark.

>> Ben: [ Grunting ] Aah! Huh?

>> Max: You're really getting good at some of those spells in that book.

>> Gwen: Practice makes perfect. >> Ben: That was awesome. What's next?

>> Gwen: Now we get to do something I want to do for a change.

>> Ben: What? Aw, man!

Take that! Hyah! And that! Hyah! And that!

[ Grunting ]

You're going down. Sumo slammers death blow! Aah!

>> This is a store, not a boxing ring.

>> Gwen: How do you think these will make me look? >> Ben: Like a total -- mnh!

>> Max: You'd look lovely in all of them. >> Gwen: But I don't know which one to pick. >> Max: So get them all. >> Gwen: Thanks, grandpa.

Pbht! >> Ben: Bleh! [ Coughs ]

>> Max: Let's not ruin Gwen's day, huh? >> Ben: What about ruiningmy day? I'm the one stuck in some dumb clothing store duringmysummer vacation. >> Max: Now, Ben, Gwen needs a break from the whole "battling bad guys and aliens" thing -- that's all. She just wants to feel normal again. >> Ben: Trust me -- there's nothing normal about Gwen.

[ Door opens ] Huh? >> Gwen: This is so fun!

[ Gasps ] Hey, can we go shoe shopping after this?

[ Beeping ] [ Electricity crackles ] >> Ben: Yaaah!

>> Gwen: Ben! >> Ben: It wasn't my fault -- the watch just wigged out.

[ Chuckles ] And not my size. >> Gwen: Banned from an entire mall?! I've never been so humiliated in all my life!

>> Ben: That's not true. You've been humiliated plenty of times worse than that.

>> Gwen: Yeah, and all by you! >> Ben: That's all I'm saying. >> Max: Okay, you two.

We'll all feel better after a good night's sleep. >> Gwen: Only if I wake up with a new cousin. >> Ben: Pbht!

[ Thumps ] Oh, morning already? Oh, somebody turn off the sun.

>> Max: Oh, it's 3:30. The sun doesn't come up for another two hours.

[ Machinery whirring ]

[ Whirring continues ]

[ Whirring stops ] >> Ben: I don't know who that is, but he's gonna think twice before he changes my wake-up call. Going hero.

Whoa! A diamondhead crystal? [ Beeps ] Tetrax!

>> Good to see you again, Ben. >> Ben: [ Chuckling ] Yeah. It's good to see you, too.

>> Gwen: We haven't seen you since we took down sixsix together.

How have you been? >> I've been a little busy, but i came as soon as I heard.

>> Ben: Yeah, about munching that x-321 you gave me -- see, i was going after animo, and I zigged instead of zagged, and, well... >> I'm not here about that board, Ben. >> Ben: Really? Then why are you here?

>> I picked up the sdm signal from the omnitrix. >> Ben: This? It's just the watch acting wacko again -- no biggie. >> Max: Sdm? Self-destruct mode?

>> The omnitrix broadcasts a signal when it begins its countdown.

>> Ben: The watch is gonna destroy itself? >> Along with whoever is wearing it at the time. >> Ben: Oh, man.

>> So, you have no idea what triggered the omnitrix self-destruct mode?

>> Gwen: Ben, you don't know what that's going to do.

[ Electricity crackling ] >> Ben: It's a mystery. >> Gwen: Really?

Think hard, Ben. You don't rememberanythingthat may have caused this to happen?

>> Ben: Well, it doesn't really matter, does it, Gwen, since tetrax is here to take care of it. >> I haven't a clue how to deactivate the omnitrix.

Only azmuth would know how to do that. >> Ben: Who's azmuth?

>> The rumored creator of the omnitrix. Details on him are sketchy at best. No one is even quite sure which planet he lives on.

>> Gwen: So, how are you going to find him? >> On my ship, I have the equipment we need to examine the omnitrix for azmuth's DNA signature.

It's like an autograph on his work. Once we have that, we can scan the galaxy until we locate him. >> Max: How long until the watch self-destructs?

>> Judging from the pattern's repetition, I'd say less than four earth days.

We'd better get going. There's no telling who else has picked up on the signal.

>> Max: Road trip, space style! >> Sorry, Max. We can't run the risk of some alien somewhere recognizing you. >> Max: I understand. I guess you're gonna get that break from your cousin after all. >> Ben: Translation -- no dweebs allowed in space. >> Max: Ben, I'm concerned you're not taking this seriously. >> Ben: I know, I know. It's always serious, grandpa, and I always win. >> Gwen: With some help, thank you very much.

>> Ben: I'll be okay, okay? We'll find the creator, he'll fix the watch, and I'll be back before you know it. >> Gwen: Try not to mess things up, okay?

>> Ben: Since when do I ever mess things up? >> Gwen: Do you want your list in chronological or alphabetical order? >> Max: Take good care of my grandson.

>> Ben: Cool. >> Yes, it is...Cool, isn't it?

>> Ben: Whoa, what's this? >> This is my training room. Have to stay in shape between missions. That's the hover simulator. It can re-create over 1,000 different courses. You're welcome to use it any time.

>> Ben: Yeah! Yes! Whoo-hoo! Yeah! [ Gasps ]

Whoa. Awesome! Check it out!

[ Laughs ] Looks like a big video game. Aah!

Living snot! >> That's my pilot, gluto. >> Ben: Hey.

>> [ Murmurs indistinctly ] >> Ben: Yeah, nice to meet you, too.

>> I assume you're familiar with space-travel protocol? >> Ben: Oh, sure.

>> [ Murmuring ]

>> Ben: So this is what a pancake feels like! A-a-a-a-a-a-ah!

Ah, hey! Yeah! Whoo-hoo! [ Laughing ]

>> Initiating artificial gravity. >> Ben: [ Gulps ]

Ugh! Space travel looks so much easier in the movies.

>> I don't mean to interrupt your naptime, but we really should examine the watch.

>> Your ship will be useful in my quest for the omnitrix, and when I recover it, I will exact my revenge on the earth-boy who imprisoned me in that cursed null void dimension.

>> Master, we have intercepted a signal. It appears to be from the omnitrix. >> The omnitrix in space? What is Tennyson up to?

>> Ready? >> Ben: Would "no" be an option? >> don't worry.

I've had many of these tests performed on myself. Never felt a thing.

>> Ben: But don't you have, like, diamond-hard skin? >> Ah.

Good point. Let's get started.

Can't find azmuth's DNA signature anywhere. Do you have any ideas where it could be? >> Ben: When my dad got my mom a watch for their anniversary, he had them engrave some writing on the back of it. >> Of course.

Found it. Now we can scan for the being with that DNA composition.

That can't be right. According to this, azmuth is on incarcicon, the prison planet.

>> Ben: The creator of the omnitrix is in some space slammer?

Why? >> Unknown, but it's home to the scummiest of the scum of the universe. Lay a course to incarcicon. >> [ Murmuring ]

[ Gasps ] >> Security breach, lower level. We have an intruder.

We have to assume the worst. If we split up, we can cover more ground.

>> Ben: Especially xlr8.

>> Wildmutt: [ Growls ] >> Good thinking. The vulpin's keen senses should be able to sniff out the intruder. >> Wildmutt [ Snarling ]

[ Sniffing ]

[ Rustling ] [ Snarling ] [ Growling ]

[ Crash ] >> Gwen: Hey! Paws off, fido! Save the mad dog routine, will ya? It's not like Iwantto be here, but I figured you could use some backup. >> Wildmutt: [ Growls ]

[ Alarm blaring ]

[ Alarm blaring ] >> Gwen: I can't hold on! A-a-a-a-h!

Ugh! [ Nails screeching ] [ Both grunt ]

>> Gwen: [ Sighs ] >> What happened? >> Ben: Door must be defective.

It just flew open. >> Gwen, you're the intruder? >> Gwen: Sorry.

I just figured since Ben can't find his toothbrush when it's stuck in his mouth, he could use some help finding the creator. >> Ben: Hey! >> Gwen: I'm just kidding.

Ben never brushes his teeth. >> Ben: Can we turn around and drop her back on earth?

You know, like from orbit? >> Sorry, Ben, no time. We need every moment the omnitrix -- [ Beeping ] The countdown appears to have accelerated. I have to check something out.

>> Gwen: Aren't you a little bit worried that the self-destruct countdown has sped up?

>> Ben: Nah. I work best under pressure. >> Gwen: This doesn't only affect you, you know. What about grandpa? I'm sure he doesn't want you to get vaporized...Or whatever. >> Ben: Look, tetrax and I have it covered.

We'll find azmuth, he'll fix the watch, and I'll keep kicking alien butt.

>> Gwen: Tetrax said azmuth would deactivate the omnitrix, not fix it.

>> Ben: A-a-a-h! Ugh! You're just trying to mess with me. >> I'm afraid Gwen's right, Ben. Truthfully, I thought you'd be relieved to have it off. You've done well with the omnitrix, better than any earthling could have, but now you can have a normal life again.

>> Ben: Normal? Who wants to be normal? If you're not a hero, you're a zero. >> Gwen: Thanks a lot. >> Unfortunately, the computers confirm my fears. Your transformations speed up the countdown.

To be safe, you shouldn't use the omnitrix again. >> Ben: Huh?

Whoa-oa-oa! [ Groans ] Oh, man.

>> [ Murmuring ] >> Gwen: I see! That's very cool.

>> Ben: Great. Gwen's in love with the snot blob.

>> We're coming upon incarcicon.

>> You are approaching secure space of the incarcicon intergalactic detention center.

Identify yourself or be destroyed. >> Ben: What now?

[ Beeping ]

>> Vendor security clearance accepted. Proceed to sanitation disposal bay number four. >> Ben: [ Chuckles nervously ]

>> Gwen: Sanitation disposal bay number four? They think we're a garbage truck?

>> I downloaded the DNA signature into my scanner. It should lead us directly to azmuth, but if these prisoners see a human, it'll be trouble. >> Gwen: Wow.

The rest of the universe hates us that much? >> No, most species love humans.

They're considered quite a delicacy. >> Ben: I could go alien, just this once. >> And risk speeding up the self-destruct mode even more?

No. Every second's too critical until we find azmuth.

You thinking what I'm thinking? >> [ Murmurs ] >> Exactly.

From time to time, my missions require a disguise. I have just the one for you two.

>> [ Whimpering ]

>> Gwen: I'm an alien's butt. It's official -- worst summer of my life.

>> Ben: Hey, "rock, paper, scissors," two out of three -- i won fair and square.

Where are the guards? >> No guards, no rules, no parole.

On incarcicon, it's survival of the meanest. These aren't friendly types.

They're all here for a reason -- some of them, lots of reasons. >> [ Squeals ]

>> Mine! Mine!

>> Ben: Uh, help yourself. I'm on a diet. >> Gwen: What? What's happening?

>> Ben: Trust me, you don't want to know. >> Snacktime's over.

Now move along. Unless we have some other business.

>> [ Growls ] >> Maybe you guys should wait over on the side until I can scope this place out.

>> Ben: Hey, watch it!

Huh? It can't be! No way!

He must have picked up on the self-destruct signal. How did he know the creator was here? >> Gwen: Who are you babbling about?

>> Ben: If I have to give up going hero, at least I'm gonna take down vilgax once and for all. >> Gwen: Vilgax? Ben, wait!

>> All: [ Growling ] >> Gwen: Hi! You guys have all had dinner, right? >> Upchuck: I'm gonna chew you up and spit you out!

[ Chomps ] [ Belches ]

>> [ Speaks native language ] >> It's not my fault you're here, sixsix. don't do the crime if you can't do the time.

>> What's your problem? >> Upchuck: That voice. Hey, you're not vilgax.

You're a girl! >> Yeah, I know.

>> He turned into a human -- but how? >> The omnitrix!

He's wearing the omnitrix! >> Itdoesexist. >> That's our ticket out of here! >> The omnitrix, he's got it! >> Ben: I think we're in trouble. >> Gwen: I really wish I was at the mall right now.

[ All growling ] >> Gwen: Way to keep a low profile, genius.

>> Ben: Looks like we're on our own. >> Gwen: I was afraid you were going to say that. [ Strains ]

>> Careful -- with that thing on his wrist, he can become any one of us he wants.

>> Yeah, but if he knew how to control it, he would have used it again by now.

>> Give me that thing!

>> You guys okay? >> Ben: Whoa! >> That was my favorite board.

>> [ Growls ]

>> Gwen: "Whoa" is right.

>> How do they know about the omnitrix? >> Ben: Funny story.

I'll tell you later.

Sorry about that whole "chew you up" thing. I thought you were somebody else. >> What are you doing with the omnitrix?

>> Ben: What's it to you? >> Plenty, after all the work i put into it, only to have it wind up on the wrist of some... Thing. >> Ben: You created the omnitrix? You're azmuth? Look, there's a major problem with the watch. >> Yeah, I can see that. >> Gwen: Histus potiva!

Hey! Less chitchat, more combat! >> Ben: So, can you fix it?

>> First you have to get me out of this galactic sewer. >> Ben: Hey!

Ah! Ugh! Let go of me! Get your hands off!

Oh, man, like I don't have enough problems. [ Beeping ]

>> Gwen: Ben! Ben, are you okay? >> Ben: Uh, what?

Mom, I don't want to go to school. >> Gwen: Yeah, he's okay.

>> But he won't be for long unless we can figure a way out of here.

>> Gwen: Got to love that blob. Hey! >> Ben: Tetrax, wait!

The creator! >> You are not authorized to e in this maximum-security area.

Exit or your ship will be destroyed.

>> Gluto, get us out of here!

>> Ben: Tetrax, no. That's the creator!

>> Nice to meet you. >> You're not leaving without me!

>> Ben, the hatch! >> We're going to be blown to bits!

>> Ben: Definitely not vilgax.

[ Alarm blares ] Are we sure this is the way out of here?

>> Gluto is on it.

>> Ben: Ah! Big wall coming up fast! >> We're not gonna make it.

>> Gwen: She may have a point.

>> Ben: That was so cool! Let's never do that again.

>> [ Speaking native language ]

>> What have you been using this for, to open cans? Break rocks?

>> Gwen: Sounds about right. >> Ben: What about the self-destruct?

I'm sure the genius who created the omnitrix can stop the countdown without totally turning it off, right? >> Maybe, but there is a problem.

I didn't officially create the omnitrix. >> All: What?!

>> Ben: You mean you're not the -- >> egocentric, selfish, self-promoting, "oh, aren't I so brilliant" creator of the omnitrix?

No, I'm myaxx, his assistant. >> But it has your DNA signature on it.

>> I, uh, may have accidentally erased azmuth's DNA signature and put on my own, but that's only because he never gave me the credit I deserve. >> Gwen: You might have mentioned this when we were risking our lives to bust you out of jail.

>> If I had, I'd still be stuck in that slime pit, wouldn't I? >> Ben: You can't stop the self-destruct countdown? >> Azmuth never trusted me with the abort sequence.

>> Give me one good reason why i shouldn't shove you in an energy tube and shoot you back to incarcicon right now! >> Because I know where azmuth is.

>> Ben: That's a pretty good reason. >> Where?

>> Zenon. >> Zenon? It had to be zenon.

>> Gwen: Why do I get the feeling that zenon isn't exactly a vacation paradise?

>> The random energy blasts, like the one on incarcicon -- they're growing larger and more intense, aren't they? >> Ben: Yeah. >> They indicate the Omni energy inside is building to critical levels. Eventually...

>> Ben: I know. Poof. I'm toast. >> Well, not just you, of course. >> Ben: What are you talking about?

>> Ask him. He knows, don't you? You didn't tell him?

>> If the self-destruct is allowed to detonate, the explosion will cause an energy ripple that will literally rip apart the universe, including earth.

>> Both: Grandpa.

>> Azmuth is a hopeless paranoid. He built in the self-destruct as a last resort to keep his most prized creation out of the wrong hands, but he never thought anyone would be foolish enough to set it off. >> Gwen: Obviously he never met Ben. >> Ben: I can't believe you knew about this the whole time and didn't tell me. >> I'm sorry, Ben. I thought you'd be more concerned about how this affected you rather than others. >> Ben: What do you mean?

I help people all the time with the omnitrix. >> That's true.

You do help a lot of people, but ask yourself this -- do you help because it's the right thing to do or for the thrill of being a hero?

>> Scan the area. There. Retrieve that. [ Beeping ]

>> [ Speaking native language ] ...Myaxx. >> But they must not have found what they were looking for on incarcicon. Their current trajectory has them headed into the ucopita quadrant. What does Tennyson know that I don't? >> [ Speaking native language ] >> Silence!

You had better be very sure.

>> This containment device should deflect the energy fluctuations back into the omnitrix, while still allowing you full access to the control dials.

>> Ben: Lot of good it does me if I can't go hero anyway. [ Crash ]

>> Gluto, status. >> [ Murmuring ] >> Zenon.

>> Ben: Uh, where? >> Azmuth created a device which absorbs all the light of this quadrant. Of course, I was the one who calculated the entire particle-absorption matrix, but will he admit that? No.

Anyway, zenon is surrounded by an asteroid belt. >> Gwen: Which you can't see because azmuth turned out all the lights. >> Exactly.

Those are failed attempts.

>> [ Murmuring ] >> Even gluto can't drive blind. >> Ben: How are we supposed to get to zenon if we can't see it? >> The answer is on your wrist. >> Ben: Uh, explain to me again what I'm doing out here. >> The omnitrix has a built-in homing device.

We should be close enough for it to guide us through the asteroid field.

>> "Should be"? >> [ Murmurs ] >> Ben: Okay, this is way creepy.

>> What are you doing? You have to direct us or the ship will be torn apart.

>> Ben: Oh, great. No pressure. [ Beeping ]

It's working! >> [ Murmuring ] >> I know, I know, I was going to. Should we turn to starboard or port?

>> Ben: What? >> Gwen: He means right or left. >> Ben: Why didn't he just say so? [ Beeping ] Go to the right.

I mean left! Go left! >> [ Murmuring ] >> Gwen: This is why we don't give him the map when we drive.

[ Metal screeching ]

>> Ben: I did it! >> Well done, Ben. >> Ben: Yeah!

>> Come on in. >> [ Murmuring ] [ Beeping ]

[ Gasps ] >> Ben: [ Gasps ]

A-a-a-a-ah! >> Vilgax.

>> Surrender the omnitrix and your deaths will be swift -- except, of course, for the Tennyson boy. >> We're goners now. >> Not while I'm in charge.

Ben, I'm sending a gyropod. >> Ben: I'll just go stink and fly back.

>> No, Ben, we can't afford to accelerate the countdown. I'm sending the pod.

Gwen, I need you and gluto to keep him busy for a while.

>> Ben: What kind of mega-weird alien is this built for? Gluto.

Oh, well. How hard can it be?

Oh, gross! [ Bang ] Man, where's gluto when you need him?

>> Ben: A-a-a-h!

Huh? Oh, yeah, now I got it.

This isn't so tough, once you figure it out.

One of these has to be a cool ray gun or something. [ Beeping ]

>> What are you doing? >> We're going outside. We need to free theresolute from vilgax's ship. >> Me? Outside? I-in space? Oh, no.

I'm more of a land-based species. >> If we don't clear those tethers by the time we hit zenon's gravitational pull, both ships will be destroyed in re-entry. >> Well, when you put itthat way...

>> It appears we have scared the pilot right out of his skin.

Stop them!

>> Ben, get back to the ship! >> Ben: I'm trying! Ugh!

All right! [ Thumping ]

[ Weapons cock ] >> Segma sofum!

Yes! Wipeout!

[ Buzzing ]

>> How dare you touch me, you slime!

>> Ben: [ Gasps ]


Yeah! This is better than "sumo slammer" any day!

>> Ben, I'm opening up the rear ramp. Try to land in the cargo bay.

>> Ben: Okay, I'll try.

Look out!

>> [ Groans ]

[ Alarms blare ]

>> Gwen: Gluto? Gluto?! [ Weapon cocks ]

[ Gasps ]


>> Ben: A-a-a-a-ah!

>> Hello...Ben.

>> You are going to regret sending me to the null void for what little remains of your miserable life! >> Ben: A-a-a-a-h! Look, the omnitrix is in self-destruct mode. Even if you get it from me, you'll just wind up getting blown to bits with the rest of the universe. >> I will take my chances.

>> Ben: [ Gasps ] I'll make you a deal. I won't fight you for the omnitrix, but you have to promise to find the creator and stop it from self-destructing.

>> I do not make deals! >> Ben: That's okay. Neither do I.

Say bye-bye, vilgeek! [ Alarm blaring ]

>> A-a-a-a-a-a-ah! >> Ben: [ Straining ]

Yes! [ Explosion ] Aah!

>> Gwen: Come on, you can fly this thing. It's just like riding a bike...

...a huge, super-high-tech, alien bike. >> Ben: What are you doing?

>> Gwen: Duh! I'm trying to keep us from winding up a junk pile on zenon. don't just stand there -- help me. >> Ben: Hey, what happened?

>> Gwen: Gluto sacrificed himself to save me from one of vilgax's drones.

It's called being totally unselfish -- something you wouldn't understand.

>> Ben: I'm unselfish! >> Gwen: Yeah, right. [ Banging ]

>> Ben: Okay, that's not it.

Have we pulled that one yet? >> Gwen: I don't think so. >> [ Both straining ]

>> Both: Whew!

>> Gwen: Brakes!

>> Both: Aah! Ugh!

>> Gluto! >> Gwen: He died trying to save me.

>> We'd better find azmuth.

>> Azmuth's compound is just through that valley.

>> Gwen: Must be the gardener's day off. >> Ben: Hello?

Anybody home? >> Tell me you didn't bring us all the way here for nothing.

>> The compound must have been overrun. Azmuth was always worried his lab would be discovered by those after the omnitrix. [ Beeping ]

But I thought he was just being paranoid. >> Any chance he escaped?

>> Gwen: A-a-a-a-ah!

>> Ben: Wildvines!

>> [ Both grunting ]

>> Gwen: Ben, look out! Help! [ Groaning ]

Aah! >> Ben: Gwen! Going hero.

>> Ben, no! The self-destruct will accelerate!

>> Ben: I don't care!

>> Four arms: [ Growling ] >> Gwen: Ben! >> Four arms: Hold on!

I'm coming! [ Grunts ] N-o-o-o-o!

[ Straining ] Gwen!

>> Four arms: [ Grunts ] >> Ben, she's gone. >> Four arms: No!

I've got to save her! >> There were too many, Ben. The florauna weren't going to stop until they had one of us. >> Four arms: She sacrificed herself to save me.

[ Grunts ] It should've been me! It should've been me!

It should've been me!

>> Ben: Ugh. It should've been me. This is all your fault!

>> fault? >> Ben: Yeah, if you hadn't helped the creator make this stupid thing, then I never would have found it, and Gwen would still be alive!

>> Ben -- >> I am a selfish and self-centered being, but it takes one to know one. >> That's enough, both of you. We still need to find the creator. Myaxx, if azmuth did survive an attack like that, where would he go?

>> Ben: I'm sorry, Gwen.

>> You okay? >> Ben: Just wondering how I'm gonna tell grandpa about...

>> I'm sorry. I know what you're going through.

I was young. I didn't care about anybody but myself, so it made sense that I wound up a mercenary, a soldier for hire. I was loyal to whoever paid me the most, no matter how evil they were. It was only a matter of time before I would work for the worst of the worst -- vilgax. I stole the last piece of the puzzle vilgax needed to invade my home world. When my people didn't bow at his feet, he destroyed the entire planet to make an example out of it.

Vilgax did the dirty work, but he couldn't have done it without my help.

So when I heard that he was after the omnitrix, I vowed to never let another powerful weapon fall into his claws again. >> Ben: This is allmyfault.

I saw that the watch was acting all weird at the reactor, but i used it anyway.

I must have somehow set off the self-destruct. Gwen is dead because of me.

Now everyone else will be, too. >> We both have made costly mistakes, but if we don't find azmuth and stop the self-destruct, then Gwen and gluto and all the others will have lost their lives for nothing, and we're not going to let that happen, right?

>> Look out!

>> The omnitrix. What are you doing with my omnitrix?

>> Ben: "My omnitrix"? You? You're the creator? >> Myaxx, you traitorous worm, is that you? >> Nice to see you again, too, boss.

>> Ben: I'm Ben Tennyson. I wound up with the omnitrix. Now it's in self-destruct countdown, and -- >> I know. I invented it!

>> Ben: Oh, yeah. So, anyway, if you could just turn it off...

>> Maybe Ben didn't make it clear why we're here. >> I understand completely.

You misused my creation, and now the whole universe will be destroyed.

>> Ben: Look, I don't know why you don't want to help us, but my cousin sacrificed her life to stop this thing. >> That is none of my concern. >> Ben: It is now.

>> Cannonbolt: Let's roll! Ugh! [ Grunting ]

>> That looked like it really hurt.

>> Cannonbolt: I've come too far, I've lost too much, to be stopped now.

>> Remind me not to get that kid mad. >> Cannonbolt: Youaregoing to turn this thing off! >> You think you're a hero, but you're a fool.

You only sped up the countdown! Because of you, the universe has even less time.

>> Cannonbolt: If the universe is going down anyway, I'm gonna have the pleasure of kicking your butt first!

[ Breathing heavily ] >> Look at what you did. Do you know how long it takes to break in a bio-suit like that? >> Cannonbolt: He's really a grey matter?

>> Who knew? >> Yeah, I'm a galvan, so what? Does that give you the right to destroy my property and invade my privacy? >> Enough talk!

Stop the countdown! >> I say let the omnitrix self-destruct and take the universe with it. Best thing that could happen, probably.

Start fresh. I didn't create a weapon. All of you did.

I created the ultimate device for understanding all the beings of the universe.

You and vilgax are no different. >> Ben: That's not true! Sure I've messed around with the watch, but I've helped a lot of people with it, too. At first, all I cared about was that I wouldn't be able to go hero anymore, that I'd be stuck with just being me.

Sometimes you have to see the good in people and not just be a selfish jerk.

[ Explosions ]

>> Azmuth! The creator of the omnitrix.

At last we meet. What an honor...For you.

>> This ends now!

>> Use it now and we kiss this half of the universe bye-bye!

[ Explosion ] >> Why do you continue to defend the omnitrix when it's hopeless?

I do not understand. >> Ben: That's because the only thing you think about is yourself. Now, step off! I've got a world to save.

Gwen! >> Gluto! >> Both: You're alive!

>> Ben: We thought you were goners! >> Gwen: Gluto saved me from the wildvines. Turns out, gluto's species can regenerate from just the smallest of parts, like what was left on my clothes after he went splat.

>> Who knew?

>> What have you done? >> Ben: I ask myself that question all the time.

[ Crackling ]

[ Beeping ] >> I'm still not sure the universe is worth saving, but while I think about it...

>> Ben: It's over, vilgax! The watch is deactivated. It's useless now.

>> But the creator of the omnitrix is not. You will build me an even more powerful device. >> [ Gasps ]

>> Gwen: What would you do without me? >> Ben: Sure am glad I don't have to find out. >> Gwen: What's that? >> Ben: I said, vilgax is smearing us, and I can't do anything without it. I'm just a plain kid without the omnitrix. >> Gwen: don't you get it? You don't need that thing.

What about all the times you saved grandpa or me or lots of other people when you weren't an alien? You are a hero, even if you can'tgohero.

>> Ben: What gives? I thought you pulled the plug on this thing and couldn't turn it back on. >> Who told you that? Not me.

>> Ben: All right! I'm back in the alien-hero business!

>> Here, try this alien on for size.

[ Laser fire ]

>> Gwen: That's a big alien. >> Way big: Whoa! Check me out! I'm not just big, I'm way big!

>> [ Grunts ] >> Leaving?

>> [ Grunting ] Release me or suffer the consequences!

>> Way big: Pretty big talk from such a little guy. [ Groans ]

That's it! You aresooutta here!

>> A-a-a-a-a-ah!

>> Ben: What are you doing? >> Improvising a ride. This place is getting too noisy for me. >> Ben: Mr. azmuth, I just wanted to thank you for fixing the omnitrix. If you want it back, it is yours.

>> I created the omnitrix to help all the beings of the universe grow closer together.

If an earthling can make that happen, then I see no reason why he shouldn't have it.

Besides, that thing is nothing but trouble, always has been. You keep it.

Good riddance! You coming? >> Are you going to give me some respect from now on? >> Eh, I wouldn't count on it. >> I guess it is better than that prison planet. >> Ben: Wait -- you have to tell me how to work this thing.

>> don't you want to figure it out on your own -- like a true hero would?

>> Ben: Hmm. Not really. >> [ Chuckles ] I like that boy.

>> Ben: Oh, man! We'd better be heading back home.

It'll be nice to have a little normal time after all this. Yo, snotty, think you can drive us back to earth? >> [ Distorted ] No problem! >> Ben: You can speak English, and you understand everything I've said? >> Oh, yeah!

Snot blob! >> Who knew? >> Ben: I have a feeling it's gonna be a long trip back home. >> Gwen: Thanks for the ride! >> Ben: And the cool gift!

Visit soon!

>> Max: Well, after an adventure like that, bet you guys are looking forward to a nice, normal day. >> Ben: Oh. Yeah. We should go to the mall and go shopping for clothes and junk. >> We interrupt regular broadcasting for this emergency report. A horde of what appears to be zombies are attacking the mall.

Citizens are advised to stay clear of the area. >> Gwen: Ah, guess this is a normal day for us. >> Ben: This is the best summer ever!

It's hero time!