BEN: Previously on "Ben 10: Alien Force"...
I've done it.
I've re-created the power of the Omnitrix.
No, I've exceeded it!
VILGAX: Admit it, Albedo.
We need each other.
I see you got your knockoff Omnitrix working again.
It's the Ultimatrix.
Not only can I transform into anything you can,
but I can also evolve those creatures to their ultimate form.
Give it to me.
[laughing evilly]
VILGAX: You've won so many battles, but the war is mine.
Bow down before me.
You got the Omnitrix, Vilgax.
Don't press your luck.
Still defiant. Why?
I have beaten you, Ben Tennyson.
You have nothing!
MAX: He's got friends!
My old spellbook?
I saved the page for you.
[growling ]
Abeo exorior.
We've got to follow them.
I'm about to conquer this planet.
It doesn't matter where they've run.
There's no place safe to hide.
You're right.
And our alliance has served its purpose.
Hmm?
Our agreement?
Once you give me Tennyson 's Omnitrix,
I can free myself from that hideous human form.
There's been a change in plans.
I'm keeping the Omnitrix.
[ beeping ]
Why are you doing this, Vilgax?
We had a deal.
You don't even need the Omnitrix 's power.
True. I don't.
But my army does.
My bioids are synthetic soldiers with blank DNA,
all synced to the Omnitrix.
Humongousaur!
[growls ]
Humongousaur.
Humongousaur... Humongousaur...
Humongousaur...
[electricity crackling ]
Humongousaur...
[grunting ]
Bad day to be him.
Worse day to be me.
How are we seeing all of this, anyway?
MAX: Spycubes -- standard Plumber issue.
I left a few at the scene.
KEVIN: Where are we going?
MAX: Away from Vilgax.
We're this planet's last hope.
Next time we meet him, I want it to be on our terms.
What's the plan, Tennyson?
Plan?
Haven't you been paying attention?
It's hopeless!
Vilgax has an army with all of my powers.
I've lost the Omnitrix!
But you still have your whiny voice.
Stop this thing, grandpa!
Stop it!
[tires screech ]
Ben, come back! Ben!
He ran away.
Who needs him?
We're trying to save the world.
That's not a job for quitters.
He never quit on you.
Easy, kids.
Let's not turn on each other.
I'm not! I just --
I'm sorry, Gwen.
Let Ben have some time.
He just needs to be alone for a while.
Grandpa, that's the last thing he needs right now.
[lightning crashes ]
You're soaked.
I don't deserve that.
It belongs to a hero.
[lightning crashes ]
[whirring ]
How many times have you helped people?
I don't know. Lots.
But I had the Omnitrix.
And how many of those times was the Omnitrix
out of power or broken?
It almost never works right.
What's your point?
It's not the tool.
It's the man.
When you're talking about the most powerful weapon
in the universe, it's the tool.
Without the Omnitrix, we don't have a chance.
We're depending on you, Ben.
The whole world is.
And I know you'll come through.
[lightning crashes ]
Azmuth, help me!
Please!
Just so I can help them.
You are a fool.
You don't hear me arguing.
The Omnitrix wasn't intended for you.
It was intended for your grandfather,
the greatest Plumber in the milky way galaxy.
But I found it.
AZMUTH: An accident.
Unfortunately, your DNA signature was close enough
to Max's that it allowed you to put it on.
Why didn't you take it from me?
I intended to, but your grandfather
convinced me you were a better choice.
He said you had the seeds of greatness.
Really?
AZMUTH: Almost immediately I thought I'd made a huge mistake.
Your brashness and immaturity made a bad impression.
Oh.
But then I saw you grow,
witnessed your bravery and ingenuity,
using the Omnitrix in ways that never even occurred to me.
Me, the smartest being in three galaxies -- arguably,
five galaxies.
But then I let you down.
You did.
Disobeying my orders, hacking the Omnitrix.
Turning Kevin into a monster.
And now you've given the Omnitrix to the most
dangerous being in the universe.
Tell me what to do.
How do I beat Vilgax and save the Earth?
Not so easy to win without the Omnitrix, is it?
No...it isn't.
[lightning crashes ]
Mmm...
lovely weather on this world.
GWEN: When do the Plumbers get here?
A week, 10 days at the latest.
We can't wait a week.
There might not be any planet left to save.
BEN: I've got a plan.
It's going to be glorious, Albedo.
Pardon me if I don't break into applause.
Of all the worlds I've conquered,
this one will be the sweetest.
There's an old Earth expression
about not counting your chickens before they're hatched.
The Tennyson family and their pet juvenile delinquent.
Juvenile?!
I'm gonna be 18 a year from next Tuesday.
Your birthday's next week,
and you didn't even tell me?
It's no big deal.
I don't have time to pick out a present.
VILGAX: I wouldn't worry myself, girl.
None of you will live to see the day.
I think that's the longest
I've ever been around you without hearing a death threat.
Mocking me?
Your bravery is obvious.
But I do question your intelligence.
Bioids.
Just a few of the hundreds of thousands
I have aboard this vessel.
Allow me to demonstrate.
[ beeping ]
Diamondhead!
[ beeping ]
Lodestar!
Spidermonkey!
[ beeping ]
No army in the universe can stand against my power.
Not what I had in mind.
You're going to try a hero's challenge,
fight me one-on-one for the Earth,
somehow trick me into giving up the Omnitrix
so you can save the day?
Nope.
You're going to give me the Omnitrix of your own free will.
Why would I do that?
So you don't blow up.
Omnitrix, command function override, code 10.
Override accepted.
Voice command activated.
Why you --
Omnitrix, self-destruct in 30 seconds.
Command code zero, zero, zero, destruct, zero.
Destruct sequence completed and engaged.
Detonation in "T" minus 30 seconds.
If the Omnitrix self-destructs,
it would destroy the entire universe.
It would if I let the charge build up for a few days.
But I'm only giving you 30 seconds.
Detonation in "T" minus 20 seconds.
My bad -- 20 seconds.
Take off the Omnitrix, or it's gonna blow.
You're bluffing.
[ beeping ]
Swampfire!
Destroy him.
Detonation in "T" minus 10 seconds.
5, 4, 3, 2, 1...
[ beeping rapidly]
[grunts ]
[ high-pitched piercing ]
[ moans ]
Kevin!
[groans ]
Aw, man.
MAX: I'm sorry, Ben.
The Omnitrix was a high price to pay.
You know, I've kind of got an idea about --
KEVIN: Aahhh!
Aah! Aah!
[whirring ]
I've got a headache like you wouldn't belie--
What?
You're human again.
It must have been the Omnitrix
that was keeping you in that form.
Once it was destroyed --
I'm normal?
Let me show you.
It was a nice, little moment.
Why'd they have to do that?
Victory kiss.
VILGAX: Premature.
You haven't yet won.
You don't have the Omnitrix,
and your bioids are lawn sculpture.
Face it. You're finished.
I am still Vilgax, conqueror of 10 worlds!
[grunts ]
Guess who's got his old powers back?
No!
I won't lose to you children!
Not again.
Too late, Tennyson.
Our course is already set.
[electricity crackling ]
What did you do?
I can't conquer the Earth today,
but I can punish you.
The ship is locked on collision course with Bellwood.
This ship has a fusion drive.
When it hits --
The explosion will destroy our hometown
and everything else for 100 miles.
BEN: Auxiliary control --
we can guide the ship away.
VILGAX: Perhaps.
But first you'll have to get by me.
I'm good with that.
Me too.
[whirring ]
[groans ]
Whoa!
I'm going to let you go, but I'll be taking your Omnitrix.
Ultimatrix.
Whatever. Do we have a deal?
What's in it for me?
I don't have time for this.
Aah!
Command function override -- code 10.
Override accepted.
Hey, what do you know?
It recognizes my voice.
Wait.
What are you doing?!
Omnitrix, self-destruct in 30 seconds.
Command code -- zero, zero, zero, destruct, zero.
Destruct sequence completed and engaged.
Detonation in "T" minus 30 seconds.
You're bluffing!
Ask Vilgax if I'm bluffing.
[ beeping ]
I like the old one better.
Uh...
Oh...
Abort self-destruct, code 10.
Self-destruct sequence aborted.
Swampfire!
GWEN: Green eyes...
Ben?
Tennyson.
Miss me?
You and grandpa get to the control room
and turn this ship around.
I'm gonna need some help, Kevin.
Got my back?
We got each other's.
[growls ]
[grunting ]
Uh-oh.
Free!
Worse than I thought.
We're already in re-entry.
[grunting ]
You're losing, Tennyson.
Maybe so, but the new rig comes with some extras.
[ beeping ]
Ultimate Swampfire!
What do you say, "Vilgy"?
Round two?
[groaning ]
We're running out of time!
We're going too fast to turn around.
But we can angle away from the city and ditch in the ocean.
Where's the ocean?
Aim at the blue part.
GWEN: All hands.
We're about to make an emergency landing.
Abandon ship.
Repeat -- all hands abandon ship.
[groans ]
We're taking on a lot of water.
Get Gwen and grandpa and go.
I'll handle Vilgax.
Fire's not so useful now that we're in my element.
A sinking ship is your element?
That explains so much.
Joke while you can.
Now you face the true form of Vilgax!
We did it! We saved Bellwood!
What about Ben?
He's still down there somewhere.
Nothing to worry about.
He'll be up as soon as he's done stomping Vilgax.
Not that simple.
Vilgax's ship has a fusion drive.
It could still --
Ben...
MAX: Ben? Over here.
The new watch is gonna take some getting used to.
Uh...good to see you, man.
What happened to Vilgax?
I didn't see him get out, but he's survived worse.
He could come back.
BEN: If he ever does...
It's hero time!