Ben 10: Alien Force 2x3

Directed by Butch Lukic

Jeff Bennett as Ghostfreak (voice)

An alien impersonates Ben with hopes of using his Omnitrix to annihilate him.

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Subtitle languages: English • Spanish • Brazilian Portuguese

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1. Forever Knights!

2. Unh!

3. Answer me.

4. Where is he?

5. Why ask what you already know?

6. Are you testing us?

7. I test your will to live.

8. Now, for the last time...

9. Where is Ben Tennyson?

10. Tracking Ben like this feels weird, Kevin.

11. Your idea.

12. All I know is there's a lot of alien-com traffic,

13. and Tennyson's name keeps coming up.

14. Getting something.

15. Make a left.

16. Wow.

17. Gwen, up there.

18. Ben! Hey!

19. Ben 10 has shown no mercy.

20. Well, what did you do?

21. Nothing.

22. I swear on my order.

23. He's ruined three of our castles in as many days.

24. First I've heard of it.

25. They say at court that the cursed Ben 10 has

26. even attacked a hive of DNAliens.

27. Your cousin took out a whole hive?

28. Come on!

29. He doesn't have the guts.

30. You mean, it's not like Ben

31. to go on a mission like that alone.

32. Okay.

33. Why is he keeping secrets from us?

34. You get it, Ben?

35. The kid weighs 25 kilograms, 3 meters per second,

36. 2 meters from the center of the merry-go-round.

37. What? Julie, wait.

38. I better write this down.

39. Congratulations, Tennyson.

40. You're finally putting the Omnitrix to maximum use...

41. you know, clandestine butt-kicking-wise.

42. You...

43. What are you talking about?

44. Nice try.

45. We saw you as Jetray flying away from a battle.

46. Look, I've been studying all week for a physics test tomorrow.

47. It's my worst subject.

48. Maybe you're not really studying.

49. Wait.

50. Considering the aliens and weird transformations and stuff

51. Ben deals with, there could be any number of explanations

52. for what you saw.

53. You saying you can vouch for his whereabouts?

54. No.

55. I got here a few minutes ago.

56. He studies, and I come over to help him review...

57. not that he's actually acing the reviews.

58. I'm getting better.

59. You're making a real effort.

60. With grandpa Max gone,

61. we've got to rely on each other.

62. If you've got a secret, you should spill it... now.

63. I swear, I've been all about calculating the angular momentum.

64. If I don't pass, my mom will ground me,

65. which means minimal hero time and zero Julie time.

66. You do the math.

67. 'Cause, apparently, I can't.

68. I believe him.

69. When you lie, your left eye twitches.

70. But who knows?

71. Maybe you've been blacking out and sleepfighting.

72. Is it possible?

73. Is the Omnitrix making you attack your enemies in your sleep?

74. If we're going to discuss this, I need more chili fries.

75. You said you didn't want any!

76. What? They're delicious.

77. You disgust me.

78. You, this miasma you call food, its foul-smelling,

79. oily digestive preparation.

80. Everything human reeks!

81. Yeah, probably the onion.

82. Oh! All the same,

83. I find myself craving the entire putrid experience.

84. It must be in the DNA.

85. Chili fries.

86. Careful, kid.

87. Those double portions catch up with you.

88. Excuse me?

89. Friendly advice.

90. Take it or don't.

91. Here he comes.

92. I sicken myself.

93. What the heck?

94. Guys?

95. Guys?

96. Big Chill.

97. Where is Ben Tennyson?

98. Unh!

99. Attack!

100. Hunh!

101. Ben?

102. Are you feeling okay?

103. You kind of took off without us back there.

104. You... you know of Ben.

105. Where is Ben?

106. I knew you'd snap eventually.

107. Phew! Chili fries.

108. Ugh. I agree.

109. Change back, Ben.

110. Let's go home.

111. Yes, it is I, Ben Tennyson.

112. Transport me, Ben 10, to my domicile.

113. There are grave matters there of a personal nature to which

114. I, Ben 10, must attend.

115. Thanks a lot, guys.

116. You left me.

117. And, uh, who's your good-looking friend?

118. Ben Tennyson?

119. A most difficult creature to find.

120. But I must see you.

121. I am Albedo of the Galvin.

122. A Grey Matter?

123. Kind of tall.

124. I am the builder of the Omnitrix.

125. I must have it back.

126. Your days as Ben 10 are at an end.

127. Remove your Omnitrix and return it.

128. Wait, Albedo.

129. I thought this was the only Omnitrix in the universe.

130. And, anyway, a guy named Azmuth built it.

131. Azmuth is a liar.

132. But the DNAliens, the Highbreed...

133. I'm supposed to save the world with it.

134. It is incomplete and prone to catastrophic malfunction.

135. Not lately.

136. You have great luck, or by now you would have ripped

137. a hole in the fabric of the universe.

138. He could be a Highbreed trying to trick you out of it.

139. Maybe.

140. Why don't you show your face?

141. It feels a little crazy talking to myself.

142. If only I could.

143. I am stuck in a sticky, sweaty, noisy, hungry, hairy,

144. smelly teenage human body, constantly craving chili fries

145. and scratching myself in places I suspect are inappropriate!

146. Wow. He really is you.

147. You see, your DNA is encoded as the default in your Omnitrix.

148. Mine synchronizes across space and time with yours.

149. You have become my default as well.

150. Well, which is it?

151. Do you want to watch to fix it

152. or to keep the universe from falling apart?

153. Uh, both!

154. Since you built the Omnitrix,

155. tell me how it comes off.

156. Yes.

157. I trust you are versed in the practical applications

158. of eighth-dimensional quantum-gravity monopole equations.

159. It really does twitch when I lie.

160. Told you.

161. Very well.

162. There are other ways to disarm you.

163. Unh!

164. Unh! Ow!

165. Humongousaur!

166. Ugh!

167. Hey!

168. That really stings.

169. You are not worthy to wear the Omnitrix!

170. Find something to touch!

171. Huh?

172. Oh.

173. It'll have to do.

174. Thank you for your sacrifice.

175. Ugh!

176. What a crock.

177. Give up.

178. I'm better at this.

179. He won't get far.

180. He left his mana all over the place.

181. Evil twin, huh?

182. Guess you really are a hero.

183. A hero with a big test in the morning.

184. And I'd be home studying

185. if you'd have listened to me the first time.

186. Who knows what damage Albedo would be doing?

187. Turn here!

188. Too many machines, not enough living things.

189. I can't track Albedo in here.

190. We'll split up and surround him.

191. How will we know which one's the real you?

192. Hey!

193. We'll call you Ben "X."

194. Guys, over here.

195. I think I heard something.

196. Didn't you go the other way?

197. Yeah.

198. Oh, man.

199. I should not have erased Kevin's mark.

200. Hit the deck!

201. This reeks!

202. He got us with packing foam!

203. No leverage.

204. Push!

205. Look, Albedo, you're not getting my Omnitrix.

206. I have all of your powers and a superior intellect.

207. Surrender if you value your life.

208. 'Cause that would be so much smarter.

209. Goop!

210. Swampfire!

211. Here's mud in your eye!

212. Ugh!

213. Ow! Hot!

214. Sorry.

215. Brainstorm!

216. Tremble before my electrolocutive power,

217. you feckless facsimile!

218. Surrender or die!

219. Deucedly difficult to cognitate.

220. Jetray!

221. You can't keep this up!

222. Your Omnitrix will lose power.

223. Yield!

224. Yield!

225. Yield!

226. Chromastone!

227. Uh-oh.

228. I told you. I told you!

229. You have drained your Omnitrix, whereas mine...

230. I don't need an Omnitrix to destroy you.

231. What's going on?

232. Their proximity is creating a bioenergy feedback!

233. No confusing those two now.

234. You have damaged this form!

235. You will pay!

236. Tell me how to get these apart!

237. Perhaps if one of us could manage to die!

238. Don't tempt me.

239. Great.

240. Now we're all trapped.

241. Come on. One more.

242. He's here.

243. Who's here?

244. Azmuth.

245. You bet he is.

246. Azmuth of the Galvin,

247. the true genius behind the Omnitrix.

248. You've overloaded the thing so badly,

249. I could sense it half a galaxy away.

250. Those nonstop transformations are gonna break it.

251. I was just...

252. Save it. I know.

253. Albedo, my former assistant, built an inferior copy.

254. I warned you that there could only be one Omnitrix.

255. You ignored me.

256. Someone's in trouble.

257. I will not trust the universe's fate to an unworthy human.

258. If my Omnitrix cannot function, I will have his!

259. I told you the Omnitrix is beyond you.

260. You could have doomed us all!

261. So, the universe really was at stake?

262. If you'd lost the Omnitrix, yes.

263. Albedo only wanted it to restore his original form.

264. This human body is unbearable!

265. I get that.

266. And the face is even worse.

267. Albedo, through your arrogant act of rebellion,

268. you have proven yourself a lesser being.

269. You shall remain as you are, in a prison of your own making.

270. No! You can't!

271. I have.

272. I hate you!

273. He won't bother you again.

274. You're on your own from here.

275. I still have a few questions,

276. like what's the watch really for and how many aliens can I...

277. Look, kid, you alone have made the Omnitrix a force

278. for good in ways I never conceived.

279. It's better, I think,

280. to allow you to create your own way of using it.

281. No question.

282. For all my concerns, you're the only being worthy to wear it.

283. And I'm not the only one who thinks so.

284. Who else?

285. My business.

286. It's a... surprise.

287. Now you're just teasing.

288. There are difficult trials ahead.

289. Be ready.

290. First trial is your physics test in about three hours.

291. Oh, man.

292. Ah.

293. "C" plus!

294. And you thought I wasn't really studying.

295. I'm sorry.

296. The suspicious circumstances made me... suspicious.

297. And I'm sorry I thought it was you kicking butt.

298. Fair enough... I suppose.

299. Don't know how much I like Azmuth

300. not letting Albedo turn back.

301. Like that's a punishment.

302. Being me isn't so bad.

303. Why bother with a cell?

304. This human body is prison enough.

305. Dinner.

306. But someday I will be free.

307. Then they will all suffer, starting with Ben Tennyson.

308. Until that day...

309. bring me chili fries!