1. Ha— wha— who — what was that?
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2. Relax, hero.
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3. You fell asleep.
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4. I'm not asleep.
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5. Well, you should be.
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6. How many all-nighters did you
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7. Say you pulled in a row?
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8. Two.
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9. Okay, three.
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10. Maybe four.
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11. Anyway, I'm good for another
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12. One.
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13. Well, that makes one
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14. Of us.
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15. I'm dropping you off, and I'm
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16. Going home to my bed.
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17. But there's probably
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18. Aliens out there — you know,
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19. Forever knights, something.
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20. Why are you so against
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21. Sleeping?
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22. I'm not.
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23. Let's go to mr. Smoothy's.
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24. He's been having
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25. Nightmares.
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26. Gwen!
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27. Tell you what — I'll
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28. Loan you a night-light.
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29. That'll keep the boogeyman away.
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30. I'm not afraid of the
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31. Dark.
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32. Good. Then get out.
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33. I still got to take your cousin
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34. Home before her folks go into
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35. Full meltdown.
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36. Get some sleep, ben.
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37. Sure.
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38. Nothing to be afraid of.
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39. Adriano_CSI
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40. What was —
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41. Jet—
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42. Well, that didn't
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43. Work, so how about a more direct
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44. Approach?
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45. Where'd he go?
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46. What... Is that?
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47. Where have you taken me?
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48. Welcome to
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49. Los soledad, abandoned
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50. Top-secret research lab and
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51. Gateway to nowhere.
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52. I'm ben tennyson.
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53. Didn't get a chance to introduce
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54. Myself earlier, what with that
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55. Whole attacking-me thing you
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56. Did.
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57. oh.
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58. I know who you are.
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59. You're the one who helped
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60. Aggregor recapture my friends —
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61. Bivalvan, p'andor, andreas,
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62. Galapagus.
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63. He has them all now.
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64. Whoa.
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65. Calm down, sparky.
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66. my name is ra'ad.
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67. Okay, fine.
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68. Ra'ad, your friends are all
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69. Safe.
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70. The plumbers took them back to
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71. Their home planets.
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72. wrong!
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73. You led aggregor right to them,
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74. And the plumbers' sad fate is
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75. Also on your hands.
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76. Aggregor?
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77. Galapagus told us about
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78. Him, remember?
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79. He's the guy those aliens were
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80. Hiding from.
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81. He can absorb things
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82. Just like me.
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83. and you are wondering,
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84. Kevin levin, if aggregor is an
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85. Osmosian also just like you.
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86. How'd you know what I
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87. Was thinking?
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88. I am an amperi.
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89. We are masters of the
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90. Electromagnetic spectrum.
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91. Your thoughts are but electric
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92. Pulses.
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93. I can read them with ease.
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94. Kevin, if aggregor is
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95. Like you...
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96. he is.
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97. Like all osmosians, aggregor can
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98. Absorb matter, energy, or the
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99. Powers of any living creature.
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100. All right, mind-reader.
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101. What's aggregor's plan?
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102. when he catches me, he will
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103. Absorb my powers and those of
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104. The other four prisoners.
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105. That combination will make him
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106. The most powerful being in this
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107. Galaxy.
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108. Then we can't let that
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109. Happen.
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110. Work with us, ra'ad.
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111. Help us stop him.
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112. a most generous offer.
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113. I accept.
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114. And you are trusting
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115. Him why?
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116. Because he knows how
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117. Aggregor operates and because we
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118. Don't have a lot of time.
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119. we certainly don't.
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120. Aaaah!
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121. I read your minds.
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122. If it came to it, you'd turn me
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123. In to save yourselves.
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124. You're wrong!
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125. We wouldn't!
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126. But I'd really feel
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127. Bad about it!
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128. I rest my case.
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129. uncataloged dna detected.
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130. you see?
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131. Others.
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132. He used that ultimatrix of yours
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133. As a homing device!
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134. But this time I will destroy it
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135. Before he finds me —
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136. Ben?
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137. Talk to me, ben.
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138. Where's ra'ad?
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139. He's gone.
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140. And I think he messed
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141. Up your watch.
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142. That's great.
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143. Things cannot get any worse.
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144. Oh, yes, they can.
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145. It's not working.
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146. Keep trying.
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147. We'll stall.
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148. Welcome to los soledad.
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149. How may we help you?
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150. I have come for
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151. Ra'ad.
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152. Who?
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153. Ra'ad, the
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154. Runaway — my prisoner.
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155. Hmm.
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156. Do you know anybody named ra'ad?
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157. No.
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158. Doesn't ring a bell.
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159. Perhaps this will
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160. Refresh your memory.
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161. Boy, I hope that's not
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162. One of those alien probes you
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163. Read about.
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164. Ben, anytime you want
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165. To jump in.
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166. It won't... Turn... On!
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167. Stay put.
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168. Aah!
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169. You're out of your
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170. Depth, hatchling.
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171. Look, you don't scare
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172. Me.
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173. I'm an osmosian just like you.
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174. No, not like me.
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175. Not even close.
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176. Aah!
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177. Stay away from him!
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178. It's about time.
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179. Amperi, amperi — amperi?
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180. That's it?
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181. Okay.
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182. It'll have to do.
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183. Ampfibian!
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184. Actually, now that you've become
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185. An amperi, I can use you to
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186. Complete my collection.
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187. I've got a better idea.
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188. Enjoy your respite,
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189. Brief though it will be.
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190. No one escapes from aggregor.
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191. What was that?
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192. A teleportation spell.
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193. How 'bout you don't do
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194. That one anymore?
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195. It got us out of there,
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196. Didn't it?
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197. Yeah.
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198. Problem is aggregor won't give
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199. Up.
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200. He'll come after us.
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201. and when he does, you had
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202. Better be ready.
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203. What do you mean,
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204. "you"?
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205. We.
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206. We meant "we."
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207. I meant "we."
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208. That was weird.
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209. Lock on to
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210. Ben tennyson's ultimatrix.
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211. unable to locate.
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212. Nonsense.
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213. He didn't leave the planet!
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214. Reroute all processors to the
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215. Sensors.
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216. Find ben tennyson.
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217. What makes you so sure
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218. Aggregor will come after us
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219. Again?
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220. Call it a hunch.
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221. Maybe he'll go back to
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222. Chasing ra'ad.
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223. We don't even know
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224. If ra'ad's still alive.
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225. Teleportation hangover
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226. Here.
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227. Hold it down.
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228. Sorry, gwen.
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229. Don't apologize.
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230. Bring me another ice pack.
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231. Let's get the
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232. Ultimatrix up and running again.
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233. no. Let's not.
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234. Ra'ad, is that
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235. You?
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236. trapped in your ultimatrix,
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237. Yes, but it is a blessing.
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238. As long as the device is
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239. Offline, aggregor can't track my
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240. Whereabouts through it.
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241. Better come up
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242. With a new plan.
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243. It's hero time!
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244. Ben, seriously!
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245. Trying to sleep!
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246. It's ra'ad!
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247. I hear him in my head!
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248. Sure.
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249. He's not kidding.
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250. I can sense ra'ad's essence
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251. Inside of him.
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252. It's like they're sharing the
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253. Same body.
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254. I call dibs!
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255. joke while you can.
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256. I'm going to take control of you
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257. And your ultimatrix.
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258. He's trying to
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259. Take over the ultimatrix.
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260. Keep me from using it.
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261. Let him try.
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262. I'm about to hack into the
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263. Ultimatrix and force a reboot.
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264. 'cause that worked out
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265. So well last time?
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266. Yeah.
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267. We busted the omnitrix and
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268. Turned you into a freak.
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269. Have you looked in the
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270. Mirror lately?
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271. No jokes, kevin.
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272. It's dangerous.
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273. It'll go better this
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274. Time — promise.
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275. Why?
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276. 'cause this time I'll
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277. Use the blue buttons.
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278. I can't tell you
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279. How reassured I am by —
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280. Aah!
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281. Ben?
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282. don't touch the ultimatrix!
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283. Aah!
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284. Ben, what are you
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285. Doing?
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286. I'm... Not... Ben!
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287. Let him go!
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288. Don't make me hurt you.
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289. Get out of my
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290. Head!
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291. it isn't your head.
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292. It's mine!
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293. Okay, good point,
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294. But I'm using it now!
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295. Kevin, reboot the
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296. Ultimatrix, and do it fast!
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297. I'll try, but if it
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298. Doesn't work...
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299. It has to work, kevin.
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300. I can sense ben's spirit fading.
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301. If we don't get him back in his
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302. Body fast, ra'ad will take over
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303. And we'll lose ben forever.
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304. How much longer?
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305. I'm working as fast as
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306. I can.
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307. Work faster!
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308. I got to get out of this body
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309. Before ra'ad —
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310. if you reactivate the
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311. Ultimatrix, aggregor will find
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312. Me.
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313. He will destroy us all!
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314. We'll take our chances.
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315. Ready.
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316. Go!
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317. no!
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318. Aaaaaah!
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319. Told ya.
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320. system restart in progress.
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321. Thanks.
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322. you fools.
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323. You signed all of our death
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324. Warrants.
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325. He's coming.
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326. I can feel it.
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327. Then we don't have any
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328. Choice but to fight him
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329. Together.
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330. you're wrong.
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331. I still have a choice.
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332. So much for teamwork.
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333. Again with the roof!
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334. You never heard of using a door?
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335. Aah!
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336. Surrender the
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337. Amperi.
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338. Sorry.
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339. He stepped out.
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340. reboot complete.
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341. All systems available.
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342. You'll just have to deal
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343. With me.
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344. Brainstorm!
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345. You'll find that challenging an
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346. Intellectually superior foe
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347. Often leads to complete
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348. Humiliation.
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349. I couldn't agree
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350. More.
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351. Aaaaaah!
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352. Ben?
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353. Why are you still here — to
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354. Watch?
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355. The one guy who tried to help
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356. You is dying in there, but
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357. That's okay with you, isn't it?
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358. I don't need to read minds to
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359. Know what you think.
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360. I used to be just like you.
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361. So go. Run.
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362. Steal whatever time it buys you,
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363. Coward.
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364. My weapon was
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365. Designed to deal with
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366. Electro-manipulative species,
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367. And that includes you.
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368. This is the device that controls
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369. Your transformations, yes?
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370. I will change you back to what I
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371. Need.
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372. Aaaaaaah!
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373. You're killing him!
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374. Not until I'm
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375. Completely done with him.
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376. Aaaaaaaaaah!
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377. Ra'ad!
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378. You came back!
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379. there is no escape from
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380. Aggregor.
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381. I... Could not let your friend
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382. Needlessly sacrifice himself in
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383. My name.
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384. How noble.
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385. aaaaah!
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386. Running out of time!
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387. Get out — now!
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388. Where's kevin?
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389. At least I don't have
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390. To worry about getting the roof
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391. Fixed.
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392. What happened to ra'ad?
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393. Aggregor got him, like
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394. Ra'ad said he would.
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395. He gave himself up for
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396. Me?
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397. Guess he wasn't a
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398. Total jerk after all.
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399. What do we do now?
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400. Nothing to do.
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401. Aggregor has all five of the
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402. Aliens.
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403. Game's over.
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404. It's not a game, and
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405. It's not over.
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406. I'm going to stop him.
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407. The ultimatrix has scanned all
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408. Five of the aliens, and I'm
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409. Going to use their powers to
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410. Save them.
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