Ben 10: Alien Force 3x20

Paul Eiding as Max Tennyson (voice) • Jeff Bennett as Ghostfreak (voice)

Powerless, Ben goes aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth in their final battle. Albedo gives Ben the Ultimatrix and Ben gets his old aliens and their evolved forms.

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Subtitle languages: English • Spanish • Brazilian Portuguese

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1. PREVIOUSLY ON

2. "BEN 10: ALIEN FORCE"...

3. I'VE DONE IT.

4. I'VE RE-CREATED THE POWER OF THE

5. OMNITRIX.

6. NO, I'VE EXCEEDED IT!

7. ADMIT IT, ALBEDO.

8. WE NEED EACH OTHER.

9. I SEE YOU GOT YOUR

10. KNOCKOFF OMNITRIX WORKING AGAIN.

11. Evil Humongousaur: IT'S THE

12. ULTIMATRIX.

13. NOT ONLY CAN I TRANSFORM INTO

14. ANYTHING YOU CAN, BUT I CAN ALSO

15. EVOLVE THOSE CREATURES TO THEIR

16. ULTIMATE FORM.

17. GIVE IT TO ME.

18. YOU'VE WON SO MANY

19. BATTLES, BUT THE WAR IS MINE.

20. BOW DOWN BEFORE ME.

21. YOU GOT THE OMNITRIX,

22. VILGAX.

23. DON'T PRESS YOUR LUCK.

24. STILL DEFIANT.

25. WHY?

26. I HAVE BEATEN YOU, BEN TENNYSON.

27. YOU HAVE NOTHING!

28. HE'S GOT FRIENDS!

29. MY OLD SPELLBOOK?

30. I SAVED THE PAGE FOR

31. YOU.

32. ABEO EXORIOR.

33. Ultimate Humongousaur: WE'VE

34. GOT TO FOLLOW THEM.

35. I'M ABOUT TO CONQUER

36. THIS PLANET.

37. IT DOESN'T MATTER WHERE THEY'VE

38. RUN.

39. THERE'S NO PLACE SAFE TO HIDE.

40. Ultimate Humongousaur: YOU'RE

41. RIGHT.

42. AND OUR ALLIANCE HAS SERVED ITS

43. PURPOSE.

44. HMM?

45. Ultimate Humongousaur: OUR

46. AGREEMENT?

47. ONCE YOU GIVE ME TENNYSON'S

48. OMNITRIX, I CAN FREE MYSELF FROM

49. THAT HIDEOUS HUMAN FORM.

50. THERE'S BEEN A CHANGE

51. IN PLANS.

52. I'M KEEPING THE OMNITRIX.

53. Ultimate Humongousaur: WHY

54. ARE YOU DOING THIS, VILGAX?

55. WE HAD A DEAL.

56. YOU DON'T EVEN NEED THE

57. OMNITRIX'S POWER.

58. TRUE. I DON'T.

59. BUT MY ARMY DOES.

60. MY BIOIDS ARE SYNTHETIC SOLDIERS

61. WITH BLANK DNA, ALL SYNCED TO

62. THE OMNITRIX.

63. HUMONGOUSAUR!

64. HUMONGOUSAUR!

65. HUMONGOUSAUR!

66. HUMONGOUSAUR!

67. Ultimate Humongousaur:

68. HUMONGOUSAUR.

69. HUMONGOUSAUR...

70. HUMONGOUSAUR...

71. HUMONGOUSAUR...

72. HUMONGOUSAUR...

73. HUMONGOUSAUR...

74. HUMONGOUSAUR...

75. HUMONGOUSAUR...

76. HUMONGOUSAUR...

77. HUMONGOUSAUR...

78. HUMONGOUSAUR...

79. HUMONGOUSAUR...

80. BAD DAY TO BE HIM.

81. WORSE DAY TO BE ME.

82. HOW ARE WE SEEING ALL

83. OF THIS, ANYWAY?

84. SPYCUBES — STANDARD

85. PLUMBER ISSUE.

86. I LEFT A FEW AT THE SCENE.

87. WHERE ARE WE GOING?

88. AWAY FROM VILGAX.

89. WE'RE THIS PLANET'S LAST HOPE.

90. NEXT TIME WE MEET HIM, I WANT IT

91. TO BE ON OURTERMS.

92. WHAT'S THE PLAN,

93. TENNYSON?

94. PLAN?

95. HAVEN'T YOU BEEN PAYING

96. ATTENTION?

97. IT'S HOPELESS!

98. VILGAX HAS AN ARMY WITH ALL OF

99. MY POWERS.

100. I'VE LOST THE OMNITRIX!

101. BUT YOU STILL HAVE

102. YOUR WHINY VOICE.

103. STOP THIS THING,

104. GRANDPA!

105. STOP IT!

106. BEN, COME BACK!

107. BEN!

108. HE RAN AWAY.

109. WHO NEEDS HIM?

110. WE'RE TRYING TO SAVE THE WORLD.

111. THAT'S NOT A JOB FOR QUITTERS.

112. HE NEVER QUIT ON YOU.

113. EASY, KIDS.

114. LET'S NOT TURN ON EACH OTHER.

115. I'M NOT!

116. I JUST —

117. I'M SORRY, GWEN.

118. LET BEN HAVE SOME TIME.

119. HE JUST NEEDS TO BE ALONE FOR A

120. WHILE.

121. GRANDPA, THAT'S THE

122. LAST THING HE NEEDS RIGHT NOW.

123. YOU'RE SOAKED.

124. I DON'T DESERVE THAT.

125. IT BELONGS TO A HERO.

126. HOW MANY TIMES HAVE YOU

127. HELPED PEOPLE?

128. I DON'T KNOW.

129. LOTS.

130. BUT I HAD THE OMNITRIX.

131. AND HOW MANY OF THOSE

132. TIMES WAS THE OMNITRIX OUT OF

133. POWER OR BROKEN?

134. IT ALMOST NEVER WORKS

135. RIGHT.

136. WHAT'S YOUR POINT?

137. IT'S NOT THE TOOL.

138. IT'S THE MAN.

139. WHEN YOU'RE TALKING

140. ABOUT THE MOST POWERFUL WEAPON

141. IN THE UNIVERSE, IT'S THE TOOL.

142. WITHOUT THE OMNITRIX, WE DON'T

143. HAVE A CHANCE.

144. WE'RE DEPENDING ON YOU,

145. BEN.

146. THE WHOLE WORLD IS.

147. AND I KNOW YOU'LL COME THROUGH.

148. AZMUTH, HELP ME!

149. PLEASE!

150. JUST SO I CAN HELP THEM.

151. YOU ARE A FOOL.

152. YOU DON'T HEAR ME

153. ARGUING.

154. THE OMNITRIX WASN'T

155. INTENDED FOR YOU.

156. IT WAS INTENDED FOR YOUR

157. GRANDFATHER, THE GREATEST

158. PLUMBER IN THE MILKY WAY GALAXY.

159. BUT I FOUND IT.

160. AN ACCIDENT.

161. UNFORTUNATELY, YOUR DNA

162. SIGNATURE WAS CLOSE ENOUGH TO

163. MAX'S THAT IT ALLOWED YOU TO PUT

164. IT ON.

165. WHY DIDN'T YOU TAKE IT

166. FROM ME?

167. I INTENDED TO, BUT

168. YOUR GRANDFATHER CONVINCED ME

169. YOU WERE A BETTER CHOICE.

170. HE SAID YOU HAD THE SEEDS OF

171. GREATNESS.

172. REALLY?

173. ALMOST IMMEDIATELY I

174. THOUGHT I'D MADE A HUGE MISTAKE.

175. YOUR BRASHNESS AND IMMATURITY

176. MADE A BAD IMPRESSION.

177. OH.

178. BUT THEN I SAW YOU

179. GROW, WITNESSED YOUR BRAVERY AND

180. INGENUITY, USING THE OMNITRIX IN

181. WAYS THAT NEVER EVEN OCCURRED TO

182. ME.

183. ME, THE SMARTEST BEING IN THREE

184. GALAXIES — ARGUABLY, FIVE

185. GALAXIES.

186. BUT THEN I LET YOU DOWN.

187. YOU DID.

188. DISOBEYING MY ORDERS, HACKING

189. THE OMNITRIX.

190. TURNING KEVIN INTO A

191. MONSTER.

192. AND NOW YOU'VE GIVEN

193. THE OMNITRIX TO THE MOST

194. DANGEROUS BEING IN THE UNIVERSE.

195. TELL ME WHAT TO DO.

196. HOW DO I BEAT VILGAX AND SAVE

197. THE EARTH?

198. NOT SO EASY TO WIN

199. WITHOUT THE OMNITRIX, IS IT?

200. NO... IT ISN'T.

201. MMM...

202. LOVELY WEATHER ON THIS WORLD.

203. WHEN DO THE PLUMBERS

204. GET HERE?

205. A WEEK, 10 DAYS AT THE

206. LATEST.

207. WE CAN'T WAIT A WEEK.

208. THERE MIGHT NOT BE ANY PLANET

209. LEFT TO SAVE.

210. I'VE GOT A PLAN.

211. IT'S GOING TO BE

212. GLORIOUS, ALBEDO.

213. PARDON ME IF I DON'T

214. BREAK INTO APPLAUSE.

215. OF ALL THE WORLDS

216. I'VE CONQUERED, THIS ONE WILL BE

217. THE SWEETEST.

218. THERE'S AN OLD EARTH

219. EXPRESSION ABOUT NOT COUNTING

220. YOUR CHICKENS BEFORE THEY'RE

221. HATCHED.

222. THE TENNYSON FAMILY

223. AND THEIR PET JUVENILE

224. DELINQUENT.

225. JUVENILE?

226. I'M GONNA BE 18 A YEAR FROM NEXT

227. TUESDAY.

228. YOUR BIRTHDAY'S NEXT

229. WEEK, AND YOU DIDN'T EVEN TELL

230. ME?

231. IT'S NO BIG DEAL.

232. I DON'T HAVE TIME TO

233. PICK OUT A PRESENT.

234. I WOULDN'T WORRY

235. MYSELF, GIRL.

236. NONE OF YOU WILL LIVE TO SEE THE

237. DAY.

238. I THINK THAT'S THE

239. LONGEST I'VE EVER BEEN AROUND

240. YOU WITHOUT HEARING A DEATH

241. THREAT.

242. MOCKING ME?

243. YOUR BRAVERY IS OBVIOUS.

244. BUT I DO QUESTION YOUR

245. INTELLIGENCE.

246. BIOIDS.

247. JUST A FEW OF THE

248. HUNDREDS OF THOUSANDS I HAVE

249. ABOARD THIS VESSEL.

250. ALLOW ME TO DEMONSTRATE.

251. DIAMONDHEAD!

252. LODESTAR!

253. SPIDERMONKEY!

254. NO ARMY IN THE

255. UNIVERSE CAN STAND AGAINST MY

256. POWER.

257. NOT WHAT I HAD IN MIND.

258. YOU'RE GOING TO TRY A

259. HERO'S CHALLENGE, FIGHT ME

260. ONE-ON-ONE FOR THE EARTH,

261. SOMEHOW TRICK ME INTO GIVING UP

262. THE OMNITRIX SO YOU CAN SAVE THE

263. DAY?

264. NOPE.

265. YOU'RE GOING TO GIVE ME THE

266. OMNITRIX OF YOUR OWN FREE WILL.

267. WHY WOULD I DO THAT?

268. SO YOU DON'T BLOW UP.

269. OMNITRIX, COMMAND FUNCTION

270. OVERRIDE, CODE 10.

271. OVERRIDE ACCEPTED.

272. VOICE COMMAND ACTIVATED.

273. WHY ARE YOU —

274. OMNITRIX, SELF-DESTRUCT

275. IN 30 SECONDS.

276. COMMAND CODE ZERO, ZERO, ZERO,

277. DESTRUCT, ZERO.

278. DESTRUCT SEQUENCE COMPLETED

279. AND ENGAGED.

280. DETONATION IN "T" MINUS

281. 30 SECONDS.

282. IF THE OMNITRIX

283. SELF-DESTRUCTS, IT WOULD DESTROY

284. THE ENTIRE UNIVERSE.

285. IT WOULD IF I LET THE

286. CHARGE BUILD UP FOR A FEW DAYS.

287. BUT I'M ONLY GIVING YOU

288. 30 SECONDS.

289. DETONATION IN "T" MINUS

290. 20 SECONDS.

291. MY BAD — 20 SECONDS.

292. TAKE OFF THE OMNITRIX, OR IT'S

293. GONNA BLOW.

294. YOU'RE BLUFFING.

295. SWAMPFIRE!

296. DESTROY HIM.

297. DETONATION IN "T" MINUS

298. 10 SECONDS.

299. 5, 4, 3, 2, 1...

300. KEVIN!

301. AW, MAN.

302. I'M SORRY, BEN.

303. THE OMNITRIX WAS A HIGH PRICE TO

304. PAY.

305. YOU KNOW, I'VE KIND OF

306. GOT AN IDEA ABOUT —

307. AAHHH!

308. AAH! AAH!

309. I'VE GOT A HEADACHE LIKE YOU

310. WOULDN'T BELIE—

311. WHAT?

312. YOU'RE HUMAN AGAIN.

313. IT MUST HAVE BEEN THE

314. OMNITRIX THAT WAS KEEPING YOU IN

315. THAT FORM.

316. ONCE IT WAS DESTROYED —

317. I'M NORMAL?

318. LET ME SHOW YOU.

319. IT WAS A NICE, LITTLE

320. MOMENT.

321. WHY'D THEY HAVE TO DO THAT?

322. VICTORY KISS.

323. PREMATURE.

324. YOU HAVEN'T YET WON.

325. YOU DON'T HAVE THE

326. OMNITRIX, AND YOUR BIOIDS ARE

327. LAWN SCULPTURE.

328. FACE IT.

329. YOU'RE FINISHED.

330. I AM STILL VILGAX,

331. CONQUEROR OF 10 WORLDS!

332. GUESS WHO'S GOT HIS

333. OLD POWERS BACK?

334. NO!

335. I WON'T LOSE TO YOU CHILDREN!

336. NOT AGAIN.

337. TOO LATE, TENNYSON.

338. OUR COURSE IS ALREADY SET.

339. WHAT DID YOU DO?

340. I CAN'T CONQUER THE

341. EARTH TODAY, BUT I CANPUNISH

342. YOU.

343. THE SHIP IS LOCKED ON COLLISION

344. COURSE WITH BELLWOOD.

345. THIS SHIP HAS A FUSION

346. DRIVE.

347. WHEN IT HITS —

348. THE EXPLOSION WILL

349. DESTROY OUR HOMETOWN AND

350. EVERYTHING ELSE FOR 100 MILES.

351. AUXILIARY CONTROL — WE

352. CAN GUIDE THE SHIP AWAY.

353. PERHAPS.

354. BUT FIRST YOU'LL HAVE TO GET BY

355. ME.

356. I'M GOOD WITH THAT.

357. ME TOO.

358. WHOA!

359. I'M GOING TO LET YOU GO,

360. BUT I'LL BE TAKING YOUR

361. OMNITRIX.

362. ULTIMATRIX.

363. WHATEVER.

364. DO WE HAVE A DEAL?

365. WHAT'S IN IT FOR ME?

366. I DON'T HAVE TIME FOR

367. THIS.

368. AAH!

369. COMMAND FUNCTION

370. OVERRIDE — CODE 10.

371. OVERRIDE ACCEPTED.

372. HEY, WHAT DO YOU KNOW?

373. IT RECOGNIZES MY VOICE.

374. WAIT.

375. WHAT ARE YOU DOING?

376. OMNITRIX, SELF-DESTRUCT

377. IN 30 SECONDS.

378. COMMAND CODE — ZERO, ZERO,

379. ZERO, DESTRUCT, ZERO.

380. DESTRUCT SEQUENCE COMPLETED

381. AND ENGAGED.

382. DETONATION IN "T" MINUS

383. 30 SECONDS.

384. YOU'RE BLUFFING!

385. ASK VILGAX IF I'M

386. BLUFFING.

387. I LIKE THE OLD ONE BETTER.

388. UH...

389. OH...

390. ABORT SELF-DESTRUCT, CODE 10.

391. SELF-DESTRUCT SEQUENCE

392. ABORTED.

393. SWAMPFIRE!

394. GREEN EYES...

395. BEN?

396. TENNYSON.

397. MISS ME?

398. YOU AND GRANDPA GET TO THE

399. CONTROL ROOM AND TURN THIS SHIP

400. AROUND.

401. I'M GONNA NEED SOME HELP, KEVIN.

402. GOT MY BACK?

403. WE GOT EACH OTHER'S.

404. UH-OH.

405. FREE!

406. WORSE THAN I THOUGHT.

407. WE'RE ALREADY IN RE-ENTRY.

408. YOU'RE LOSING,

409. TENNYSON.

410. MAYBE SO, BUT THE

411. NEW RIG COMES WITH SOME EXTRAS.

412. Ultimate Swampfire: ULTIMATE

413. SWAMPFIRE!

414. WHAT DO YOU SAY, "VILGY"?

415. ROUND TWO?

416. WE'RE RUNNING OUT OF TIME!

417. WE'RE GOING TOO FAST TO

418. TURN AROUND.

419. BUT WE CAN ANGLE AWAY FROM THE

420. CITY AND DITCH IN THE OCEAN.

421. WHERE'S THE OCEAN?

422. AIM AT THE BLUE PART.

423. ALL HANDS.

424. WE'RE ABOUT TO MAKE AN EMERGENCY

425. LANDING.

426. ABANDON SHIP.

427. REPEAT — ALL HANDS ABANDON

428. SHIP.

429. WE'RE TAKING ON A LOT OF WATER.

430. Ultimate Swampfire: GET GWEN

431. AND GRANDPA AND GO.

432. I'LL HANDLE VILGAX.

433. FIRE'S NOT SO USEFUL

434. NOW THAT WE'RE IN MY ELEMENT.

435. Ultimate Swampfire: A SINKING

436. SHIP IS YOURELEMENT?

437. THAT EXPLAINS SO MUCH.

438. JOKE WHILE YOU CAN.

439. NOW YOU FACE THE TRUE FORM OF

440. VILGAX!

441. WE DID IT!

442. WE SAVED BELLWOOD!

443. WHAT ABOUT BEN?

444. HE'S STILL DOWN THERE SOMEWHERE.

445. NOTHING TO WORRY

446. ABOUT.

447. HE'LL BE UP AS SOON AS HE'S DONE

448. STOMPING VILGAX.

449. NOT THAT SIMPLE.

450. VILGAX'S SHIP HAS A FUSION

451. DRIVE.

452. IT COULD STILL —

453. BEN...

454. BEN? OVER HERE.

455. THE NEW WATCH IS GONNA

456. TAKE SOME GETTING USED TO.

457. UH... GOOD TO SEE YOU,

458. MAN.

459. WHAT HAPPENED TO

460. VILGAX?

461. I DIDN'T SEE HIM GET

462. OUT, BUT HE'S SURVIVED WORSE.

463. HE COULD COME BACK.

464. IF HE EVER DOES...

465. IT'S HERO TIME!