Hey, throw it over here!
Ugh!
Hey, can we have our ball
Back?
Sure, kid.
Here you go.
Nice, kevin.
What next, kicking puppies?
This little outing was
Your idea.
So just lay there and work on
Your "ben tan."
Okay, i'll tan, and you
Lighten up.
No one's the boss of
Me, tennyson.
Remember that.
Please, lighten up,
Kevin.
Okay,
Gwen.
What?
What are you thinking?
I'm not thinking
Anything.
I can vouch for that.
Hey, anybody want to get me a
Bottle of water?
Rock, paper, scissors?
Scissors!
Rock.
That's new.
Great.
Sorry.
Goop?
I wanted to play big!
Gwen, check it out!
On this rock!
Ben, get clear — now!
Come on, gwen!
You worry too much...
Or just enough.
Aahhh!
Magic vortex — nice
Work, gwen.
It wasn't me.
What are you looking at?
It's okay.
I-I totally get why you busted
My beach ball.
You're a superhero who's really
A monster.
Guys like you are always mean.
Why, you!
It's okay, kevin.
It's okay.
No, it's not!
I don't know how to
Help you.
Why is that a
Surprise?
You don't know how to do much of
Anything.
What did you say?
I didn't ask you for
Any help!
I'm gonna go fix my i.D. Mask.
Well, well, my
Pets.
Gwen tennyson has a
Boyfriend.
But he's not happy.
Hmm...
Perhaps sending you to destroy
Her was too simple a revenge.
After all, she stole my
Spell book.
The least i can do is steal
Something important to her.
There he is.
Ow!
It figures.
Did someone paint a target on my
Head, or...
I-I'm so sorry.
It just slipped out of my hand.
I'm such a goof!
No, it's, uh, it's
Okay.
I'm caroline.
Let me buy you another burger.
Kevin.
And don't worry about it.
I wasn't that hungry.
Small-Block v-8,
300 horsepower, and, what,
Nitrous tank for afterburners?
Liquid oxygen.
I like to go fast.
You into cars?
I can be in yours,
If you ask me nice.
Corners like a dream.
Is there anything this car
Can'tdo?
It's not submersible,
But i'm working on it.
O... Kay.
We should talk.
You think?
I-I've been doing
Magic all my life — always had
A knack for it.
Kevin, promise you won't tell
Anyone.
If people knew the realme, it
Would scare them.
I can relate.
You sure can.
How did you —
I know things.
Like, i know the real you.
It's not some mask.
It's not even this.
What's inside you is what
Matters.
Look.
I'm kind of seeing someone.
She'll never know.
Iwould, and she
Would, too.
You think you can do magic?
She's made of magic.
Madeof magic?
If she's so powerful, this
Girlfriend of yours, how come
She hasn't found a way to change
You back?
Maybe she figures, as long as
You're a monster, no other girl
Will be interested.
If i were your girlfriend, i'd
Be working day and night to cure
You.
So how i look is
Important.
Not to me.
This is ridiculous.
I should never have listened to
You.
I should be helping kevin cope
With what's happened to him.
Cope, "shmope."
Wow — can't argue that
Logic.
Hey, at least he's got
No limits on going hero.
I have to depend on the
Omnitrix, which does what i want
Maybe half the time.
Plus, it keeps timing out.
Kevin should stop whining about
How tough he has it.
He's not whining, ben.
He just has a lot on his mind.
Your mind is a
Blank.
Totally.
You will bring
Gwen tennyson to the planetarium
At midnight.
Taking her boyfriend was just
The warm-Up.
There, i will use the full power
Of concentrated moonlight,
Siphoned through a mystical
Field, to steal her very
Essence.
By the time i'm done, there will
Be nothing left of her.
She probably won't
Show up when i tell her that.
Don't tell her,
You simpleton!
Hey, give me a break.
My mind's a blank.
Ugh!
Just bring her.
Talk her into it.
Make an excuse.
Force her, if you have to.
Here...
And if ben tries to
Stop me?
Destroy him.
'kay.
Trust me, gwen.
Give him some time on his own,
And he'll feel better.
Maybe you're right.
I'll see you tomorrow.
Aw, come on.
It's early yet.
I have to hit the books
Every night.
Does it have to be
"every" every night?
Couldn't fix the i.D.
Mask?
I don't need it.
There you go!
That's the right idea.
Gwen, you should come
With me.
What? Why?
We could... Go out to a
Stock-Car race.
I don't like racing.
I do!
Can i ride shotgun for a change?
Man, i bet i could be a race
Driver.
Have a good time.
Kevin!
I meant to say, we
Should go on patrol, you and me.
Since when do we —
Awesome!
We could drive around and look
For crimes to stop — bank
Robberies, train robberies...
Robberies!
We should totally go on patrol!
Kevin, let go of my
Arm.
You need to come with
Me now.
We're going to the planetarium.
What's wrong with you?
The planetarium?
I lovethe planetarium — laser
Shows, rock music like our
Grandparents listened to.
Let's go!
Aah!
Kevin, put me down!
We're going to the
Planetarium.
Have to be there by midnight.
Kevin, i don't want to
Hurt you!
That makes one of us.
Time for humongousaur!
Diamondhead?
Fine.
I can work with this.
Aah!
Huh?
Now he'srunning through my
Shields?
What's going on?
That all you
Got?
Plenty more
Where...
Ah, can't you give a guy
A little warning?
Ben, get that charm
He's wearing around his neck.
Um...
Someone want to fill me on why
I'm pinned to a tree?
Her name was caroline?
Yeah, silver-Haired
Girl — had magical powers.
Charmcaster — it has
To be.
We haven't seen her
Since we were kids.
And she's obviously looking for
Some payback.
Is she cute?
Ben!
More than cute — hot!
Kevin!
I remember, we were
Talking.
About what?
Stuff, you know.
It's all kind of blurry after
She kissed me.
She kissed you?
Yeah.
I didn't mean to tell you that
Part.
Really?
That was a dumb thing to
Say.
Can't argue with you
There.
She wanted me at the
Planetarium at midnight.
Yeah. So?
So let's be there.
It's got to be a trap.
Bring it on.
One minute to
Midnight — perfect timing.
Let's give them a "rocky"
Reception.
It's not like i was
Kissing her... Much.
It was like 80% her kissing me.
You really need to be
Quiet now.
She's got them charmed
Against me.
My power is the substance of
Magic.
She's ready for anything i've
Got.
Gwen tennyson,
I've been waiting five years to
Say this.
I love what you've done with
Your hair.
You're losing,
Charmcaster!
Overconfident
Much?
You figured with no runes on the
Floor, no access to moonlight, i
Couldn't possibly trap you.
Well, you were
Wrong.
And the fun's only just
Beginning.
Kevin!
Omnitrix on the fritz!
Kind of busy!
Hey! Here i am!
Making it easy!
Oh, that doesn't look good.
Aahhh!
Kevin wasn't
Kidding.
You're filled with manna.
It's so unfair.
I worked my butt
Off for my power, and you were
Born made of magic.
Well, i can control magic, which
Means i can control you.
And what nature gives, i can
Take away.
Leave them, you
Useless piles of rock.
They no longer matter.
Where's gwen?
She's all yours.
You're perfect for each other.
All of you powerless to stop me.
Are you okay?
She stole all my power.
How do you thinki am?
Uh... Weak?
I deserve this.
I was too angry.
I can see how she
Would make you —
I was angry with you!
Wait. Me?
No!
Okay, yes, a little.
I mean, why were you even
Hanging out with her?
Because i thought she
Liked me.
And i don't?
If you like me so
Much, how come you haven't
Bothered to find a way to change
Me back?
Dude!
After all, as long as
I'm a monster, no other girl
Would want me, right?
We are not having this
Conversation.
We're going after charmcaster.
I have a plan.
Hold up.
How do we know —
Kevin, let's go.
I don't think so —
Not this time.
See?
No tricks — just like i said.
You can't trick
Me, kevin.
I can see everything you do.
Now, what do you want?
Okay.
I totally get that you were just
Using me to get at gwen.
But the stuff you said, it made
Sense.
So i was hoping we could, you
Know —
You're asking me
Out?
I don't date the good guys.
I'm not a good guy.
I just help ben so i can hang
Out with his cousin.
But if she doesn't really like
Me, what's the point?
Even with the tiny bit of power
She has left —
Wait.
She has power left?
I thought i drained her dry.
It's not enough to
Matter.
Any power she
Has left belongs to me.
How can you keep all
Those mr. Smoothies down?
Years of practice.
Enjoy it, ben.
It's your last.
Wait!
She doesn't have any power left!
Oh, yeah.
I was lying.
Well, i'm telling the truth.
I'm going to destroy you all!
Oktoom!
Aahhh!
Kevin!
And that's not
All.
Oktoom eradico!
Please, for once?
Upchuck!
I called it!
This is the fight i was born
For!
Mr. Stop! Please!
I'm half empty!
Bad attitude —
You're half full!
Oh, you two are
Useless!
You're the one who's
Useless, charmcaster.
You can't even take on one
Powerless girl.
Come on — hand to hand, no
Powers, just us.
Or are you afraid?
Oh, right.
And now i get all angry and slug
It out with you, and you knock
Me cold with your karate.
So how about instead i just shut
You up forever?
Aah!
Reverto maeus opsmihi!
Aah!
I still have your old
Spell book.
No!
You can't take the power back.
It's impossible!
I crushed you!
Your problem is that
Magic is the only thing you're
About.
But for me magic is only one
Aspect of who i am.
Get her, you useless piles of
Rock!
You're also not the
Only one who can conjure up
Dimensional vortexes.
Help me!
Help me, you brainless boob!
Don't let go, you useless lump!
You did that on purpose!
Good timing.
That truck was really giving me
Problems.
It was kind of humiliating.
Obviously, just a
Warm-Up for this humiliation.
Sorry.
Good idea, tennyson.
It's the fastest way to
Get cleaned off.
I'm involved in a lot of spills.
Where's gwen?
Went home.
You hurt her pretty bad.
Ihurt her?
I'm the one who looks like this,
And she hasn't done a thing
About it.
You are a giant,
Rock-Faced jerk!
Yeah, whatever.
Not "whatever."
She's spending every spare
Moment going through every magic
Book she can find to try and
Help you.
She's been doing it since the
Accident.
She... She never told
Me.
Should she have had to?