[ people laughing, yelling ]
GIRL: Hey, throw it over here!
Ugh!
Hey, can we have our ball back?
KEVIN: Sure, kid.
Here you go.
[ blows raspberry]
Nice, Kevin.
What next, kicking puppies?
This little outing was your idea.
So just lay there and work on your "Ben tan."
Okay, I'll tan, and you lighten up.
No one's the boss of me, Tennyson.
Remember that.
Please, lighten up, Kevin.
[ pleasantly] Okay, Gwen.
[laughs ]
[ normal voice] What?
What are you thinking?
I'm not thinking anything.
I can vouch for that.
Hey, anybody want to get me a bottle of water?
Rock, paper, scissors?
- Scissors! - Paper.
[ people screaming ]
[ roars ]
Rock.
[ people screaming ]
[ roars ]
That's new.
[groans ]
Great.
Sorry.
[ beep]
Goop?
I wanted Way Big!
[ roars ]
[sizzling ] [groans ]
Gwen, check it out!
Acid rock!
Ben, get clear -- now!
Come on, Gwen!
You worry too much...
or just enough.
Aahhh!
[ beeping ]
Magic vortex -- nice work, Gwen.
It wasn't me.
[ coughing ]
What are you looking at?
It's okay.
I-I totally get why you busted my beach ball.
You're a superhero who's really a monster.
Guys like you are always mean.
Why, you!
It's okay, Kevin. It's okay.
No, it's not!
I don't know how to help you.
Why is that a surprise?
You don't know how to do much of anything.
What did you say?!
I didn't ask you for any help!
I'm gonna go fix my I.D. Mask.
CHARMCASTER: Well, well, my pets.
Gwen Tennyson has a boyfriend.
But he's not happy.
Hmm...
Perhaps sending you to destroy her was too simple a revenge.
After all, she stole my spell book.
The least I can do is steal something important to her.
There he is.
[ crackling ]
Ow!
It figures.
Did someone paint a target on my head, or...
I-I'm so sorry.
It just slipped out of my hand.
I'm such a goof!
No, it's, uh, it's okay.
I'm Caroline.
Let me buy you another burger.
Kevin.
And don't worry about it.
I wasn't that hungry.
CAROLINE: Small-block V-8,
300 horsepower, and, what, nitrous tank for afterburners?
Liquid oxygen.
I like to go fast.
You into cars?
I can be in yours, if you ask me nice.
[tires screech ]
Corners like a dream.
Is there anything this car can't do?
It's not submersible, but I'm working on it.
O...kay.
[tires screech ]
[ horn honks ]
[gasps ]
We should talk.
You think?
I-I've been doing magic all my life --
always had a knack for it.
Kevin, promise you won't tell anyone.
If people knew the real me, it would scare them.
I can relate.
You sure can.
How did you --
CAROLINE: I know things.
Like, I know the real you.
It's not some mask.
It's not even this.
What's inside you is what matters.
Look. I'm kind of seeing someone.
She'll never know.
I would, and she would, too.
You think you can do magic?
She's made of magic.
Made of magic?
If she's so powerful, this girlfriend of yours,
how come she hasn't found a way to change you back?
Maybe she figures, as long as you're a monster,
no other girl will be interested.
If I were your girlfriend,
I'd be working day and night to cure you.
So how I look is important.
Not to me.
[ insects chirping ]
GWEN: This is ridiculous.
I should never have listened to you.
I should be helping Kevin cope with what's happened to him.
Cope, "shmope."
Wow -- can't argue that logic.
Hey, at least he's got no limits on going hero.
I have to depend on the Omnitrix,
which does what I want maybe half the time.
Plus, it keeps timing out.
Kevin should stop whining about how tough he has it.
He's not whining, Ben.
He just has a lot on his mind.
CHARMCASTER: Your mind is a blank.
[ robotically] Totally.
You will bring Gwen Tennyson
to the planetarium at midnight.
Taking her boyfriend was just the warm-up.
There, I will use the full power of concentrated moonlight,
siphoned through a mystical field,
to steal her very essence.
By the time I'm done, there will be nothing left of her.
KEVIN: She probably won't show up when I tell her that.
Don't tell her, you simpleton!
Hey, give me a break.
My mind's a blank.
Ugh! Just bring her.
Talk her into it.
Make an excuse.
Force her, if you have to.
Here... [ crackles ]
And if Ben tries to stop me?
Destroy him.
'Kay.
[wind howls ]
[ insects chirping ]
BEN: [slurping ]
Trust me, Gwen.
Give him some time on his own, and he'll feel better.
Maybe you're right.
I'll see you tomorrow.
Aw, come on.
It's early yet.
I have to hit the books every night.
Does it have to be "every" every night?
[tires screech ]
Couldn't fix the I.D. mask?
I don't need it.
There you go! That's the right idea.
Gwen, you should come with me.
What? Why?
We could...go out to a stock-car race.
I don't like racing.
I do!
Can I ride shotgun for a change?
Man, I bet I could be a race driver.
[ imitates racecar]
Have a good time.
Kevin!
I meant to say, we should go on patrol, you and me.
Since when do we --
Awesome!
We could drive around and look for crimes to stop --
bank robberies, train robberies...
robberies!
We should totally go on patrol!
Kevin, let go of my arm.
You need to come with me now.
We're going to the planetarium.
What's wrong with you?
The planetarium?
I love the planetarium -- laser shows,
rock music like our grandparents listened to.
Let's go!
[groans ]
Aah!
Kevin, put me down!
We're going to the planetarium.
Have to be there by midnight.
Kevin, I don't want to hurt you!
BEN: That makes one of us.
[ beeps ] Time for Humongousaur!
Diamondhead?
Fine.
I can work with this.
[gasps ]
Aah!
Huh?
Now he's running through my shields?
What's going on?
That all you got?
[groans ]
[grunting ]
[ cracking ]
Plenty more where...
Ah, can't you give a guy a little warning?
[gasps ]
Ben, get that charm he's wearing around his neck.
[ normal voice] Um...
someone want to fill me on why I'm pinned to a tree?
Her name was Caroline?
Yeah, silver-haired girl --
had magical powers.
Charmcaster -- it has to be.
We haven't seen her since we were kids.
And she's obviously looking for some payback.
Is she cute?
Ben!
More than cute -- hot!
Kevin!
I remember, we were talking.
About what?
Stuff, you know.
It's all kind of blurry after she kissed me.
She kissed you?
Yeah.
I didn't mean to tell you that part.
Really?
That was a dumb thing to say.
Can't argue with you there.
She wanted me at the planetarium at midnight.
Yeah. So?
So let's be there.
It's got to be a trap.
Bring it on.
One minute to midnight -- perfect timing.
Let's give them a "rocky" reception.
KEVIN: It's not like I was kissing her...much.
It was like 80% her kissing me.
GWEN: You really need to be quiet now.
[ roars ]
She's got them charmed against me.
My power is the substance of magic.
She's ready for anything I've got.
[ roars ]
[ beeping ]
CHARMCASTER: Gwen Tennyson,
I've been waiting five years to say this.
I love what you've done with your hair.
[electricity crackling ]
[grunts ]
You're losing, Charmcaster!
[groaning ]
Overconfident much?
You figured with no runes on the floor,
no access to moonlight, I couldn't possibly trap you.
[screams ]
Well, you were wrong.
And the fun's only just beginning.
[ beeping ] Kevin!
Omnitrix on the fritz!
I'm kind of busy!
[ roars ]
Hey! Here I am!
Making it easy!
Oh, that doesn't look good.
Aahhh!
Kevin wasn't kidding.
You're filled with manna.
It's so unfair.
[sighs ]
CHARMCASTER: I worked my butt off for my power,
and you were born made of magic.
Well, I can control magic, which means I can control you.
And what nature gives, I can take away.
[groaning ]
Leave them, you useless piles of rock.
They no longer matter.
Where's Gwen?!
She's all yours.
You're perfect for each other.
All of you powerless to stop me.
[laughs evilly]
[sighs ]
Are you okay?
She stole all my power.
How do you think I am?
Uh...weak?
I deserve this.
I was too angry.
I can see how she would make you --
I was angry with you!
Wait. Me?
No!
Okay, yes, a little.
I mean, why were you even hanging out with her?
Because I thought she liked me.
And I don't?
If you like me so much,
how come you haven't bothered to find a way to change me back?
Dude!
After all, as long as I'm a monster,
no other girl would want me, right?
We are not having this conversation.
We're going after Charmcaster.
I have a plan.
Hold up. How do we know --
Kevin, let's go.
I don't think so --
not this time.
See?
No tricks -- just like I said.
You can't trick me, Kevin.
I can see everything you do.
Now, what do you want?
Okay.
I totally get that you were just using me to get at Gwen.
But the stuff you said, it made sense.
So I was hoping we could, you know --
You're asking me out?
I don't date the good guys.
I'm not a good guy.
I just help Ben so I can hang out with his cousin.
But if she doesn't really like me, what's the point?
Even with the tiny bit of power she has left --
Wait.
She has power left?
I thought I drained her dry.
It's not enough to matter.
Any power she has left belongs to me.
BEN: [slurping ]
[ belches ]
How can you keep all those Mr. Smoothies down?
Years of practice.
CHARMCASTER: Enjoy it, Ben.
It's your last.
Wait!
She doesn't have any power left!
Oh, yeah.
I was lying.
[sighs ]
Well, I'm telling the truth.
I'm going to destroy you all!
Oktoom!
[engine turns over]
[tires screech ]
Aahhh!
Kevin!
CHARMCASTER: And that's not all.
Oktoom eradico!
Please, for once?
Upchuck!
I called it!
This is the fight I was born for!
[gulps ]
[slurping ]
[ roars ]
Stop! Please!
I'm half empty!
Bad attitude --
you're half full!
[slurping ]
Oh, you two are useless!
You're the one who's useless, Charmcaster.
Can't even take on one powerless girl.
Come on -- hand to hand, no powers, just us.
Or are you afraid?
Oh, right.
And now I get all angry and slug it out with you,
and you knock me cold with your karate.
So how about instead I just shut you up forever?!
Aah!
Reverto maeus opsmihi!
Aah!
I still have your old spell book.
No!
You can't take the power back.
It's impossible!
I crushed you!
Your problem is that magic is the only thing you're about.
But for me magic is only one aspect of who I am.
[sobs ]
Get her, you useless piles of rock!
[whirring ]
You're also not the only one
who can conjure up dimensional vortexes.
[wind howling ]
Help me!
Help me, you brainless boob!
Don't let go, you useless lump!
You did that on purpose!
KEVIN: Good timing.
That truck was really giving me problems.
It was kind of humiliating.
UPCHUCK: [vomits ]
Obviously, just a warm-up for this humiliation.
[slurping ]
[ beeps ]
[ belches ]
Sorry.
Good idea, Tennyson.
It's the fastest way to get cleaned off.
I'm involved in a lot of spills.
Where's Gwen?
Went home.
You hurt her pretty bad.
I hurt her?
I'm the one who looks like this,
and she hasn't done a thing about it.
You are a giant, rock-faced jerk!
Yeah, whatever.
Not "whatever."
She's spending every spare moment going through
every magic book she can find to try and help you.
She's been doing it since the accident.
She...she never told me.
Should she have had to?