Previously on
"ben 10: alien force"...
I've done it.
I've re-Created the power of the
Omnitrix.
No, i've exceeded it!
Admit it, albedo.
We need each other.
I see you got your
Knockoff omnitrix working again.
Evil humongousaur: it's the
Ultimatrix.
Not only can i transform into
Anything you can, but i can also
Evolve those creatures to their
Ultimate form.
Give it to me.
You've won so many
Battles, but the war is mine.
Bow down before me.
You got the omnitrix,
Vilgax.
Don't press your luck.
Still defiant.
Why?
I have beaten you, ben tennyson.
You have nothing!
He's got friends!
My old spellbook?
I saved the page for
You.
Abeo exorior.
Ultimate humongousaur: we've
Got to follow them.
I'm about to conquer
This planet.
It doesn't matter where they've
Run.
There's no place safe to hide.
Ultimate humongousaur: you're
Right.
And our alliance has served its
Purpose.
Hmm?
Ultimate humongousaur: our
Agreement?
Once you give me tennyson's
Omnitrix, i can free myself from
That hideous human form.
There's been a change
In plans.
I'm keeping the omnitrix.
Ultimate humongousaur: why
Are you doing this, vilgax?
We had a deal.
You don't even need the
Omnitrix's power.
True. I don't.
But my army does.
My bioids are synthetic soldiers
With blank dna, all synced to
The omnitrix.
Humongousaur!
Ultimate humongousaur:
Humongousaur.
Humongousaur...
Bad day to be him.
Worse day to be me.
How are we seeing all
Of this, anyway?
Spycubes — standard
Plumber issue.
I left a few at the scene.
Where are we going?
Away from vilgax.
We're this planet's last hope.
Next time we meet him, i want it
To be on ourterms.
What's the plan,
Tennyson?
Plan?
Haven't you been paying
Attention?
It's hopeless!
Vilgax has an army with all of
My powers.
I've lost the omnitrix!
But you still have
Your whiny voice.
Stop this thing,
Grandpa!
Stop it!
Ben, come back!
Ben!
He ran away.
Who needs him?
We're trying to save the world.
That's not a job for quitters.
He never quit on you.
Easy, kids.
Let's not turn on each other.
I'm not!
I just —
I'm sorry, gwen.
Let ben have some time.
He just needs to be alone for a
While.
Grandpa, that's the
Last thing he needs right now.
You're soaked.
I don't deserve that.
It belongs to a hero.
How many times have you
Helped people?
I don't know.
Lots.
But i had the omnitrix.
And how many of those
Times was the omnitrix out of
Power or broken?
It almost never works
Right.
What's your point?
It's not the tool.
It's the man.
When you're talking
About the most powerful weapon
In the universe, it's the tool.
Without the omnitrix, we don't
Have a chance.
We're depending on you,
Ben.
The whole world is.
And i know you'll come through.
Azmuth, help me!
Please!
Just so i can help them.
You are a fool.
You don't hear me
Arguing.
The omnitrix wasn't
Intended for you.
It was intended for your
Grandfather, the greatest
Plumber in the milky way galaxy.
But i found it.
An accident.
Unfortunately, your dna
Signature was close enough to
Max's that it allowed you to put
It on.
Why didn't you take it
From me?
I intended to, but
Your grandfather convinced me
You were a better choice.
He said you had the seeds of
Greatness.
Really?
Almost immediately i
Thought i'd made a huge mistake.
Your brashness and immaturity
Made a bad impression.
Oh.
But then i saw you
Grow, witnessed your bravery and
Ingenuity, using the omnitrix in
Ways that never even occurred to
Me.
Me, the smartest being in three
Galaxies — arguably, five
Galaxies.
But then i let you down.
You did.
Disobeying my orders, hacking
The omnitrix.
Turning kevin into a
Monster.
And now you've given
The omnitrix to the most
Dangerous being in the universe.
Tell me what to do.
How do i beat vilgax and save
The earth?
Not so easy to win
Without the omnitrix, is it?
No... It isn't.
Mmm...
Lovely weather on this world.
When do the plumbers
Get here?
A week, 10 days at the
Latest.
We can't wait a week.
There might not be any planet
Left to save.
I've got a plan.
It's going to be
Glorious, albedo.
Pardon me if i don't
Break into applause.
Of all the worlds
I've conquered, this one will be
The sweetest.
There's an old earth
Expression about not counting
Your chickens before they're
Hatched.
The tennyson family
And their pet juvenile
Delinquent.
Juvenile?
I'm gonna be 18 a year from next
Tuesday.
Your birthday's next
Week, and you didn't even tell
Me?
It's no big deal.
I don't have time to
Pick out a present.
I wouldn't worry
Myself, girl.
None of you will live to see the
Day.
I think that's the
Longest i've ever been around
You without hearing a death
Threat.
Mocking me?
Your bravery is obvious.
But i do question your
Intelligence.
Bioids.
Just a few of the
Hundreds of thousands i have
Aboard this vessel.
Allow me to demonstrate.
Diamondhead!
Lodestar!
Spidermonkey!
No army in the
Universe can stand against my
Power.
Not what i had in mind.
You're going to try a
Hero's challenge, fight me
One-On-One for the earth,
Somehow trick me into giving up
The omnitrix so you can save the
Day?
Nope.
You're going to give me the
Omnitrix of your own free will.
Why would i do that?
So you don't blow up.
Omnitrix, command function
Override, code 10.
Override accepted.
Voice command activated.
Why are you —
Omnitrix, self-Destruct
In 30 seconds.
Command code zero, zero, zero,
Destruct, zero.
Destruct sequence completed
And engaged.
Detonation in "t" minus
30 seconds.
If the omnitrix
Self-Destructs, it would destroy
The entire universe.
It would if i let the
Charge build up for a few days.
But i'm only giving you
30 seconds.
Detonation in "t" minus
20 seconds.
My bad — 20 seconds.
Take off the omnitrix, or it's
Gonna blow.
You're bluffing.
Swampfire!
Destroy him.
Detonation in "t" minus
10 seconds.
5, 4, 3, 2, 1...
Kevin!
Aw, man.
I'm sorry, ben.
The omnitrix was a high price to
Pay.
You know, i've kind of
Got an idea about —
Aahhh!
Aah! Aah!
I've got a headache like you
Wouldn't belie—
What?
You're human again.
It must have been the
Omnitrix that was keeping you in
That form.
Once it was destroyed —
I'm normal?
Let me show you.
It was a nice, little
Moment.
Why'd they have to do that?
Victory kiss.
Premature.
You haven't yet won.
You don't have the
Omnitrix, and your bioids are
Lawn sculpture.
Face it.
You're finished.
I am still vilgax,
Conqueror of 10 worlds!
Guess who's got his
Old powers back?
No!
I won't lose to you children!
Not again.
Too late, tennyson.
Our course is already set.
What did you do?
I can't conquer the
Earth today, but i canpunish
You.
The ship is locked on collision
Course with bellwood.
This ship has a fusion
Drive.
When it hits —
The explosion will
Destroy our hometown and
Everything else for 100 miles.
Auxiliary control — we
Can guide the ship away.
Perhaps.
But first you'll have to get by
Me.
I'm good with that.
Me too.
Whoa!
I'm going to let you go,
But i'll be taking your
Omnitrix.
Ultimatrix.
Whatever.
Do we have a deal?
What's in it for me?
I don't have time for
This.
Aah!
Command function
Override — code 10.
Override accepted.
Hey, what do you know?
It recognizes my voice.
Wait.
What are you doing?
Omnitrix, self-Destruct
In 30 seconds.
Command code — zero, zero,
Zero, destruct, zero.
Destruct sequence completed
And engaged.
Detonation in "t" minus
30 seconds.
You're bluffing!
Ask vilgax if i'm
Bluffing.
I like the old one better.
Uh...
Oh...
Abort self-Destruct, code 10.
Self-Destruct sequence
Aborted.
Swampfire!
Green eyes...
Ben?
Tennyson.
Miss me?
You and grandpa get to the
Control room and turn this ship
Around.
I'm gonna need some help, kevin.
Got my back?
We got each other's.
Uh-Oh.
Free!
Worse than i thought.
We're already in re-Entry.
You're losing,
Tennyson.
Maybe so, but the
New rig comes with some extras.
Ultimate swampfire: ultimate
Swampfire!
What do you say, "vilgy"?
Round two?
We're running out of time!
We're going too fast to
Turn around.
But we can angle away from the
City and ditch in the ocean.
Where's the ocean?
Aim at the blue part.
All hands.
We're about to make an emergency
Landing.
Abandon ship.
Repeat — all hands abandon
Ship.
We're taking on a lot of water.
Ultimate swampfire: get gwen
And grandpa and go.
I'll handle vilgax.
Fire's not so useful
Now that we're in my element.
Ultimate swampfire: a sinking
Ship is yourelement?
That explains so much.
Joke while you can.
Now you face the true form of
Vilgax!
We did it!
We saved bellwood!
What about ben?
He's still down there somewhere.
Nothing to worry
About.
He'll be up as soon as he's done
Stomping vilgax.
Not that simple.
Vilgax's ship has a fusion
Drive.
It could still —
Ben...
Ben? Over here.
The new watch is gonna
Take some getting used to.
Uh... Good to see you,
Man.
What happened to
Vilgax?
I didn't see him get
Out, but he's survived worse.
He could come back.
If he ever does...
It's hero time!