Azmuth?
What is it, myaxx?
I'm trying to think.
I have updated information on
The break-In last night.
Don't pause for
Suspense.
Tell me.
We've completed the
Inventory.
Only one item was stolen...
Your greatest invention.
The ultimatrix.
Still, the energy core wasn't
Complete, so there isn't much
Our thief can do with it.
We can always rebuild it.
That wasn't all, sir.
We have security vids of the
Robbery.
We know who has it.
No.
Not him.
Anyone but him.
I've done it.
I've re-Created the power of the
Omnitrix.
No, i've exceeded it!
After all this time, i'm but one
Transformation from escaping
This accursed human form and
Returning to my own!
There's no galvin in the active
List.
And the other lists are locked.
There's nothing here but
Tennyson's aliens.
Trouble?
An unexpected
Setback.
My new omnitrix is still linked
To the original's database.
Ben's human dna is still the
Default.
Then you are still
Trapped.
Only until i get my
Hands on the original omnitrix.
I can use it to reset this one.
Then i'm cured.
You say that as if
Taking the omnitrix were a
Simple task.
Admit it, albedo.
We need each other.
No.
I need the omnitrix.
And you want it.
That's a bad basis for an
Alliance.
I don't want the
Omnitrix anymore.
I just want to kill
Ben tennyson.
Can't this bucket of
Bolts go any faster?
Ship!
He didn't mean it,
Ship.
We know you're doing the best
You can.
Ship.
His best is not good
Enough.
If we don't catch up to that
Ship and rescue ben before
Kraab —
Ship!
Whoo-Hoo-Hoo!
See?
You just have to know how to
Motivate.
Not a scratch.
You got a better idea?
Think so.
Get us closer.
How close?
Bridge is this way.
So's ben.
But you'll never get to him.
Kraab.
You would hunt the
Hunter?
You forget your place.
You are prey.
What's the deal with
This guy?
Talks too much.
Watch the pincers.
Got it.
What did i just tell
You?
Watch the pincers.
Turbo!
Thanks.
I know!
Watch the pincers!
Kevin!
I'm okay. Go get ben.
But —
I got this guy.
We gonna argue about this?
What are you doing
Here?
Just hanging around.
Thanks.
That thing on your arm.
I know.
Pretty smart, huh?
This way, i can't change to
Anything.
You should be more
Careful.
What for?
I always win, anyway.
Nice attitude.
Hey, my overconfidence
Is one of my most appealing
Qualities.
No, it really isn't.
Uh, that's getting kind
Of hot.
Sorry.
It isn't working, anyway.
You okay?
Ugh, got a little
Headache.
There's no escape for
You, tennyson.
It's okay.
I've got a plan.
You do?
Did you really think
You could overpower me?
No.
But i thought i could get close
Enough to swipe your keys.
Big chill: big chill!
Stay back!
Is that the...
Auto pilot. Yeah.
Everything's fine.
I can fly this thing.
When you said
Everything's fine, you knew we
Were headed for an asteroid
Field, right?
I did not know that.
No, i won't be —
Big chill: you're going into
Cold storage, kraab.
Kevin, are you driving this
Thing?
I can't wait till i get my own
License.
Funny, tennyson.
Half our thrusters are out.
It's all i can do to keep us
Going in a straight line.
Big chill: maybe straight
Isn't such a good idea.
Big chill:
You're not going
Anywhere.
Ben?
I'm losing it.
Nice!
Can't talk now.
There's more.
Can you get this thing back
Under control?
Working on it.
Work fast.
Big chill: i'll be right
Back.
Keep cool.
Is kraab back on ice?
Big chill: i was gonna say
That.
How are we doing?
I've got the engines
Back online.
But we still don't have any
Brakes.
And i don't know how
Long i can keep this up.
Big chill: time to go.
Get back to ship.
What are you gonna do?
Big chill: oh, it's gonna be
Cool.
Ben, come back to the
Ship.
Soon as i'm done.
That's too big.
No way you can stop it!
Ha, watch me.
Ben!
That's it, gwen.
We got to go.
I messed up... Bad.
Sure did.
I couldn't save kraab.
Nope.
You totally blew it.
Good thing we were
There to help out, huh,
Mr. "i can handle it."
You guys saved him?
In my defense, she
Made me.
And what have we
Learned?
If we hurry, i can still
Get home for the "sumo slammers"
Marathon!
Thanks for the ride.
You sure you don't want to hang
Out?
What, and watch you
And julie do homework?
You could try doing
Some yourself.
See you later.
Don't forget her dog.
Almost did.
Come here, ship.
Ship!
Okay, i'll pick you up
Later.
What are you gonna do
All afternoon?
This is the worst show
I've ever seen.
Really?
It's my favorite.
Well, i don't watch a
Lot of television.
This isn't the best one
To start with.
It's not
"sumo slammers classic."
It's "sumo slammers:
Hero generation."
Yeah, i don't really
Care.
It's a sequel to the
Original show.
But they kind of messed it up.
It's like five years later, and
The bad guy kenko has teamed up
With the hero, ishyama.
It's not very realistic
Is all i'm saying.
Uh-Huh.
Anyway, there's only
Five more of these before they
Cycle back to the original show.
You'll see. It's way better.
Yeah. I got to go.
Where?
I don't know.
Somewhere.
I'm surrounded by nerds.
Evil diamondhead: kevin
Levin, just the man i've been
Looking for.
Ben?
Not ben!
Albedo, right?
You better start explaining
Yourself.
Uh-Oh.
What took you so
Long?
Surely it wasn't difficult to
Defeat levin.
I stopped for chili
Fries.
I've acquired a human weakness
For the delicacy.
I'm still not convinced this
Plan of yours makes any sense.
Every time tennyson's
Beaten either of us, it's been
With the help of his friends.
But this time, we strip them
Away from him, then attack him
Together.
And take his
Omnitrix, which you claim you no
Longer desire.
It's yours, albedo.
I want to see ben tennyson
Defeated before me, alive only
Long enough to witness me
Conquering his pitiful backwater
Planet.
Keep the watch.
I want this world...
And tennyson's head.
Oh, man.
Hello?
Is kevin with you?
He was supposed to pick me up an
Hour ago, and he's not answering
His phone.
He left here a while
Ago.
Want me to see if my mom will
Come give you a ride?
Forget it.
I'll walk home.
If he shows up —
I'll tell him he's in
The doghouse.
Got it.
Kevin levin, you will
Rue the day that you —
What's going on?
Kevin?
Kevin!
This is a crime scene, miss.
Stay back.
I-It's my boyfriend's
Car.
Is he —
There's no driver.
He must have walked away from
It.
Lucky.
What did you say your name was?
Gwen tennyson.
Where are you going?
Uh, to check the
Hospitals!
That looks like a
Piece of diamondhead, doesn't
It?
But that's impossible, right?
Well, so is this.
Turbo!
Evil swampfire: say good
Night, gwen.
Ahh. Two down, one to go.
Ah, there's nothing like
A fresh batch of deep-Fried
Octopus eyes.
Now, where's that zero-Trans-Fat
Cooking oil?
Evil spidermonkey:
Grandpa?
We've got trouble, ben.
It's your evil twin.
He —
Greetings,
Ben tennyson.
Since your grandfather managed
To escape me, you must already
Know that i'm after you.
But did you know that i have
Your friends?
Albedo, let them go
Or —
Easy, ben.
He wants you angry.
Then today's his lucky
Day.
I'm coming for you, albedo!
It's just a broadcast.
He can't hear you.
I've sent my
Coordinates to your omnitrix.
If you want to see your friends
Alive again, i'd hurry.
It's obviously a trap.
He knows where you are.
He could have attacked you here.
Wherever he wants to do
It is fine with me.
Don't be overconfident,
Ben.
We'll call some of the plumber
Kids back to earth, put a plan
Together, go up against him in
Force.
Right, ben?
Ben?
It's only cool when i do it.
I know it's a trap.
I'm not just walking in there.
Then i'll come out.
And you're right.
It is a trap.
I see you got your
Knockoff omnitrix working again.
Humongousaur!
Evil humongousaur: it's not a
Knockoff.
It's the ultimatrix.
And it's a definite improvement
Over the original.
Want to see?
Not only can i transform into
Anything you can, but i can also
Evolve those creatures to their
Ultimate form.
Ultimate humongousaur: meet
Ultimate humongousaur.
Eh, i've beaten
Tougher guys than you.
Ultimate humongousaur:
Really?
When?
For starters,
How about now?
It's gonna take more than that
To —
Wait.
We still need him.
Here's what's going to happen,
Ben tennyson.
You're going to give me the
Omnitrix.
Or i'm going to kill your
Friends.
Don't listen to him!
He's just a big green
Blowhard!
What's it going to
Be, tennyson?
Okay, stop.
Don't do it, ben.
Omnitrix, voice-Command mode.
This mode is locked and not
Available.
Command
Function override.
Code 10.
Override accepted.
Decouple
Omnitrix.
Command code — zero, zero,
Zero.
Release coupling. Zero.
Command accepted.
Omnitrix decoupled.
Give it to me.