1. Previously on
Ben 10 Ultimate Alien...
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2. Kevin's not evil.
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3. Somewhere deep down,
he's still our friend.
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4. No, lovely Gwen.
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5. He's not your friend anymore.
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6. He's an empty shell,
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7. knowing only a hunger
that must be fed.
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8. You have something I need.
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9. Aaaaaah!
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10. Kevin!
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11. Stop! You're hurting me!
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12. This is your fault.
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13. You could have helped me
with your magic.
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14. No! I tried to —
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15. You tried.
Everybody tried.
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16. But here I am, a monster,
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17. and if I look the part,
why shouldn't I act it?
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18. I'm here to help you now!
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19. Help yourself.
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20. Punctum contego!
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21. Kevin, please!
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22. Talk to me!
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23. I'm coming for you, Gwen.
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24. Abeo exorior!
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25. Thought we were gonna have
to come in after you.
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26. Not quite.
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27. I suggest we prepare ourselves
for what's coming next...
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28. and quickly.
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29. It didn't work, Michael.
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30. Kevin's just as dangerous
as ever.
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31. Huh. And I thought for sure
you'd be able
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32. to just talk him out of his mindless
revenge spree.
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33. It worked perfectly, lovely Gwen.
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34. Levin has had
a taste of your power.
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35. He's going to want more.
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36. Okay, she's the bait.
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37. What's the hook?
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38. I still don't get it.
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39. What's supposed to happen
when Kevin gets here?
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40. I think that's where I come in.
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41. Do I know y—
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42. Cooper?
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43. I had a growth spurt.
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44. Yes, you did.
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45. Hi, Gwen.
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46. Always glad to,
uh, y-you know, help out.
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47. Our twitterpated young genius
has agreed
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48. to help build a machine
that will allow us
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49. to use the powers inherent
in this.
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50. The Dominus Librium again?
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51. Still a bad plan.
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52. If they can get it working,
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53. we can use it to cure Kevin,
just like last time.
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54. And if it doesn't work?
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55. You already know the answer,
Tennyson.
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56. There is but one way to deal
with a mad dog.
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57. But it's not going
to come to that.
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58. It's going to work.
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59. I'll do everything I can,
Gwen.
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60. It's obvious
why Cooper's helping.
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61. You, not so much.
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62. The same as always,
Tennyson — power.
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63. I promised him manna, Ben.
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64. If he helps, I'll give him enough
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65. to keep him at full strength
for a year.
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66. Yeah.
Great plan all around.
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67. It was the only way
to save Kevin.
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68. We are way past that, Gwen.
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69. No.
All we have to do is —
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70. There's no " we."
Not this time.
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71. I'm the one who put Kevin
in the position
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72. where he had to absorb
that energy.
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73. It's my fault that he's lost control.
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74. And everything he's done since,
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75. all those people he's hurt,
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76. all those people
he's going to hurt,
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77. that's my fault, too.
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78. You got to let me try.
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79. I will, but only because
I know you're going to fail.
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80. Paradox already told us
how this one was going to end —
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81. I'm going to do
what needs to be done.
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82. If you can get Kevin
to come here, fine.
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83. It's as good a place as any
to end this.
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84. How long before
that thing's ready?
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85. Um, a couple of hours?
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86. You think we can delay Kevin
anywhere near that long?
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87. Um... less?
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88. In one hour,
you get one shot.
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89. Then Kevin belongs to me.
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90. Gwen!
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91. I know you're in there.
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92. I can smell your manna
everywhere.
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93. She can't come out right now.
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94. Can I help you?
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95. Unless you want
another trip to the hospital,
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96. old man, you'll step aside.
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97. Not before we talk.
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98. We got nothing to talk about.
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99. Move or die!
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100. Your call.
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101. Oof!
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102. Sorry it had to end like this, kid.
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103. Not as sorry as you're
about to be.
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104. You think that's gonna
save you?
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105. I've had enough of your tricks!
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106. Too bad.
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107. I'm just getting started.
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108. Fire!
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109. Aaaah!
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110. Aah!
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111. Don't know why I ever
looked up to you.
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112. You don't even have
any power to steal.
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113. Put him down, Kevin.
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114. You don't tell me
what to do!
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115. I said, " put him down" !
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116. Are you listening to me, son?
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117. You're not my real father!
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118. You don't tell me what to do!
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119. You're right — I'm not.
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120. But you were 4 years old
when I married your mother,
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121. and I raised you like my own.
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122. So?
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123. So?
So you're going to listen.
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124. You got nothing to say
to me!
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125. You've tried to take
my real dad's place,
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126. you convinced my ma
to kick me out on the street
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127. when I was 11 years old.
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128. We didn't kick you out, Kevin.
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129. You demolished our house!
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130. Whatever.
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131. If ma really loved dad,
she would have never remarried.
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132. You watch your mouth.
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133. Your mother loved your late father
more than she loved me,
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134. and you more than
either one of us.
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135. Step aside, Harvey.
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136. I'm here to see Gwen.
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137. So you can
drain her powers?
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138. Max told me what
you've been doing.
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139. I'm not gonna let
this happen again.
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140. How are you gonna stop me?
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141. You hiding my ma in there?
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142. No. I'd never let her
see you this way.
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143. She was so proud of what
you were becoming.
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144. I won't let you
break her heart again.
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145. I'm not afraid of you
anymore, Kevin.
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146. I'll take it from here, Mr. Hackett.
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147. Figured you were
around here somewhere, Tennyson.
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148. Yeah.
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149. Gwen had this plan
where we'd all talk to you,
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150. and you'd see
the error of your ways.
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151. Sounds like Gwen, all right.
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152. But you and I know better.
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153. We both know there's only
one thing you understand.
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154. Big Chill!
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155. Good shot.
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156. But I suppose
that's cold comfort.
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157. I'm sorry I had to do this
to you, Kev— ungh!
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158. Always so sure
you're gonna win.
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159. What do you got to say
for yourself now?
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160. Spidermonkey.
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161. Ungh!
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162. Where are you, Tennyson?
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163. Oof!
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164. It's going, going, gone!
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165. That's Tennyson's 250th home run
this season!
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166. Tennyson!
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167. May have to call that
a ground-rule double.
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168. Aah!
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169. Ben!
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170. Uh, sorry, Grandpa.
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171. What are you doing?
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172. I said I was sorry.
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173. Anyway, you're supposed
to be hiding.
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174. And you're supposed
to be delaying him,
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175. not dropping RVs
on his head!
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176. Uh, actually, it was
the other way around.
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177. I know what the plan was,
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178. but since I already beat him,
we don't need the plan.
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179. Gwen?
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180. Quick — what was
that plan again?
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181. You're in my way,
Tennyson.
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182. Ben!
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183. So, how's the plan working?
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184. Like a charm.
Can you call me back?
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185. I'm a little busy.
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186. Okay, I ditched him
for a minute.
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187. You sure this is how
you want to play it?
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188. It's how you want
to play it, too.
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189. Just let me try.
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190. If we fail, then...
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191. Look, we won't fail.
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192. Kevin's a good man.
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193. We have to trust that.
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194. What's happening?
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195. Gwen? Gwen?
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196. Run.
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197. I'm starting to think
you're deliberately avoiding me.
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198. Kevin, you're not well.
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199. Think about what you're doing.
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200. I'm getting revenge on anybody
who ever did me wrong,
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201. and I'm stealing your powers
because I want them.
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202. I'd say I'm pretty clearheaded.
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203. Tempestas serrectum!
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204. Stay back, Kevin!
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205. I'm not afraid of you.
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206. You should be.
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207. Tempestas impetus!
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208. Aaaaah!
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209. Ah, thanks for the pick-me-up.
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210. I still believe in you, Kevin.
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211. That's where we differ.
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212. Echo Echo!
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213. Get off of me!
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214. Wall of sound!
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215. Aaaah!
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216. Oh, no!
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217. Kevin, you wouldn't!
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218. Now, where were we?
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219. Ship!
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220. Ship! Ship!
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221. Slow down, ship.
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222. We don't want Kevin to catch us,
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223. but we don't want to lose him,
either.
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224. Ship! Ship!
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225. I can't believe how hard
Ben was fighting.
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226. He was really trying
to hurt Kevin.
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227. Kind of looked
the other way around to me.
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228. You're sure he's okay?
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229. This is Ben
we're talking about.
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230. Luckily, I always keep
a spare in the trunk.
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231. That should be enough
of a head start.
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232. This is Cooper. Go ahead.
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233. We're almost there,
and Kevin's right behind.
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234. We're not ready, Gwen!
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235. We will be.
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236. I can finish from here.
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237. Just slow him down.
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238. How am I supposed
to delay Kevin?
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239. This is an abandoned
military base.
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240. Think.
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241. That's it. I'm out.
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242. Are you sure about this?
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243. Not really.
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244. Ship?
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245. This is the only way
to save him.
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246. Go!
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247. What's it gonna be this time, Gwen?
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248. You gonna run,
or you gonna fight?
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249. You stay away from her!
Aaaah!
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250. Trying to make time
with my girl, huh?
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251. Aaaah!
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252. Ben?
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253. Yeah, it's me.
This is a new one.
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254. Do it!
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255. You are really
starting to bug me.
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256. I'm sorry about that,
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257. but I can't let you
hurt anyone else.
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258. Ben, you promised
we'd try it my way first.
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259. Yeah, I lied.
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260. Aaaah!
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261. I've had it with you,
Tennyson —
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262. always beating me
when we were kids,
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263. everything always
going your way!
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264. I get turned into a freak,
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265. you become
a world-famous superhero!
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266. I don't even like
being famous.
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267. Between you and me, I wish I had
my secret identity back.
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268. My heart bleeds for you.
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269. Now you just bleed!
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270. Nice.
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271. But I've got all your powers.
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272. Sooner or later,
you're gonna make a mistake,
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273. and that will be
the last time.
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274. I'll try to make this as quick
and painless as I can.
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275. Sonic doom!
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276. Aaaaaah!
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277. One more should do it.
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278. Ben, don't! He's our friend!
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279. He was going to hurt you.
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280. It's not Kevin.
It's the power.
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281. It's not his fault!
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282. Paradox said I was the one
who will do what has to be done.
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283. I got to!
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284. Then do it.
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285. Protect the innocent —
that's Kevin, too.
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286. You better be right.
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287. That's it.
We're ready to go.
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288. Are you sure it will work?
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289. Pretty sure.
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290. I mean... yes.
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291. Aaaah!
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292. Kevin!
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293. You pathetic imbeciles!
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294. This was my plan
from the beginning!
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295. The power is mine!
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296. Nothing can stop me now!
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297. Like everybody didn't
see that coming.
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298. No!
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299. What... happened?
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300. All the power you stole
and all the power Kevin stole,
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301. it just went back
to where it belongs.
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302. And that's the least
of your problems.
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303. Nice work, kid.
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304. You saved his life!
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305. Ben figured out Darkstar's plan
and told me what to do.
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306. Hey, since you're
kissing people...
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307. Now, that's what I call
a happy ending.
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308. I guess.
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309. You don't know the half of it.
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310. We expected Heatblast
and the others
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311. to get their powers back...
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312. But even the energy
Aggregor stole
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313. went back
where it belongs.
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314. And returned us from oblivion.
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315. Thank you, Ben Tennyson.
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316. Wasn't me this time.
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317. It was all of us.
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318. Listen, uh, when I was,
uh, out of control,
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319. I said some things...
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320. No need to apologize.
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321. We're both kind of jerks.
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322. That's why we get along.
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323. I'm not a jerk.
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324. Good point.
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325. If I were you, I'd apologize.
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326. Yeah, well, if I were you,
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327. I wouldn't have been
such a wuss!
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328. Wuss?
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329. If you ever lost it like I did,
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330. I would have taken you down
right away.
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331. And if I had, you wouldn't be here
to call me a wuss!
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332. So it worked out great.
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333. Who wants to go with me
and help explain to my folks
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334. what happened to their house?
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335. Mr. Smoothie?
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336. You buying?
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