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| Dr. Animo and the Mutant Ray | Midnight Madness | |
| Back With a Vengeance |
Prologue
| Speaker | Dialogue |
|---|---|
| The Megacruiser flies through the ice-ridden rings of a faraway planet. It stops upon an unusual block of ice with the silhouette of someone frozen inside. A claw from the ship grapples it and reels it in. Inside, familiar alien prisoners run around pressing buttons and pulling levers, as the ice block is hoisted up into the room. The hybridized body of Kevin 11 lands on the floor and approaches the ice block, as everyone scurries away from him. | |
| Kevin | Wherever I went in the galaxy, no matter whose butt I kicked, one name kept coming up over and over... |
| Now face-to-face with the silhouette, Kevin uses his Pyronite arm to melt away the ice covering the face, revealing the figure to be- | |
| Kevin | Vilgax. |
| The alien prisoners recoil in fear from the sight of the alien warlord. | |
| Kevin | Guess we have a lot in common. We both got a beef with the little snot-rag named "Ben Tennyson". And if you're as bad as they say you are, then you're just what I need to take him out - for good. |
| Theme Plays | |
Act 1
| Speaker | Dialogue |
|---|---|
| On Earth, a tour boat sails into the basin of Niagara Falls, its massive, tall waves dwarfing the tiny boat. Max and Gwen Tennyson stand on the rail of the boat in raincoats and look out into the falls. | |
| Max | How can you not admire the beauty and raw power of nature? |
| Gwen | (pointing behind her) I don't know. Ask Ben. |
| Ben is sitting on a bench, obsessively fiddling with the Omnitrix's dial. | |
| Max | Ben, would you please pay attention to something other than that watch? |
| Ben | I-I'm just trying to figure out how to control it better. That's all, Grandpa. |
| Gwen | Get real! There must be, like, a billion command combinations on that thing. |
| Ben | (continuing fiddling) Yeah? So? |
| The Omnitrix's body suddenly blinks and the raised faceplate starts turning on its own. It shows Ben every alien's silhouette in rapid succession. | |
| Ben | Uh oh. Please tell me I didn't bust this thing again... Maybe it's just some kind of an upgrade- |
| The Omnitrix suddenly turns Ben into Upgrade. | |
| Upgrade | Woah! What happened? I-I never even touched it! Unless...maybe now I don't have to...! (sitting up) "Grey Matter". |
| He turns into Grey Matter, stuck inside his raincoat. | |
| Grey Matter | "Diamondhead". |
| He turns into Diamondhead, the raincoat now too small on him. | |
| Diamondhead | Cool. This rocks! |
| He wordlessly turns into XLR8. | |
| XLR8 | I must have finally unlocked some kind of "Master Control" or something! |
| Heatblast | Now, I can go alien- |
| Wildvine | -just by thinking it. (He turns into Wildmutt and runs off.) |
| A tourist with a camera turns to Max. | |
| Tourist | Excuse me, would you mind taking a picture of me and my wife-? |
| The tourist suddenly sees Wildmutt's head raise up from off the railing of the boat, his slimy purple tongue hanging out. | |
| Tourist | (backing up; terrified) Hah! Ah! (He slips off the boat railing.) AAAH! |
| The man falls into the water and struggles to stay afloat as the current sweeps him away. His wife is shocked, but Wildmutt quickly turns into Ripjaws. | |
| Ripjaws | No problem. Ripjaws in the house! |
| He dives in after the man. With him in hand, Ripjaws leaps up out of the water...and stays in the air, having turned into Stinkfly. He starts flying the man around, even dipping his feet in the water. | |
| Gwen | Did Ben just go right from Ripjaws into Stinkfly...? |
| Max | Yeah...but that's impossible. |
| Stinkfly | NOT ANYMORE! |
| Stinkfly shouts from in the air. | |
| Tourist | I-I don't mean to be ungrateful, but - I think I'm gonna be sick. |
| Stinkfly | Ohh-oh, right. Sorry. |
| He puts the man down to reunite with his wife. | |
| Meanwhile, up in the Megacruiser, Kevin circles Vilgax's lifeless frozen body. | |
| Kevin | The legendary Vilgax... You don't look so tough. |
| Vilgax instantly springs to life. His encased hand balls up into a fist and punches Kevin, breaking out of the ice at the same time. Kevin slides across the floor. Everyone else flees as Vilgax stands up. | |
| Vilgax | ...Underestimating me is a grave mistake. (The pins in his arms recede, increasing his arms' muscle mass.) The last you'll EVER MAKE! |
| Vilgax picks up a large container and throws it at Kevin. Kevin ducks, but the container shatters the window behind him; the escaping air pulling on him. Kevin regains his footing and shoots Petrosapien crystals at Vilgax. Vilgax shrugs them off as he runs forward and pounces on Kevin. They go flying out the hole in the window and into the Megacruiser's abandoned spectating combat arena, punching each other as they fall. Once they land, Vilgax picks Kevin up by his Kineceleran tail, swings him around, and lets him go flying into a wall. As Vilgax watches the wall, Kevin uses his Lepidopterran wings to fly above it and surprise Vilgax with a flying kick. Vilgax bats him away, but Kevin lands on his feet and flies into Vilgax, unleashing a flurry of punches with his multiple arms. Vilgax stops the rush with a well placed knee to Kevin's chest, and uppercuts him to the floor. | |
| Kevin | I just saved your lousy alien butt. You should be grateful! |
| Vilgax | Vilgax owes allegiance to no one! Especially not some misshapen, chaotic amalgam of creatures...from the Omnitrix. What do you know of the Omnitrix?! |
| Kevin | (getting up) If you mean the watch-thingy that turns Ben into those alien heroes, plenty. (readying his fists) Now BACK OFF! |
| Vilgax | ...You may be of some use to me after all. |
| Kevin | You took the words right out of my mouth, pretty boy. |
| At the Rustbucket, Gwen brings herself a bowl of ice cream. As she sits down with Max on a park table, green goop drops into her bowl, splattering it everywhere. | |
| Gwen | Eugh! Ben! |
| Stinkfly snickers from a tree above her and takes flight. | |
| Gwen | You've been 'Stinkbutt' for hours. Give it a rest, dweeb! |
| Stinkfly | No way! Now that I can stay alien for as long as I want, it's time to cash in! Check out the green I made giving rides to tourists! |
| He holds up a handful of dollar bills and throws them down to Gwen. | |
| Gwen | You know, I never thought I'd say this, but I'd rather see your normal jerky face for a change. |
| Max | Gwen's right, Ben. Just because you can be an alien all the time, doesn't mean you should be an alien all the time. We still don't know if there are any hidden consequences. |
| Stinkfly | (groans) Okay, Grandpa. I'll take it easy... |
| As Max happily returns to his bowl, XLR8 zips next to him. | |
| XLR8 | -For a milisecond. Time's up! |
| He grabs Max's bowl and runs away at supersonic speed. | |
| Max | Hah. (resting his head on his fist; sarcastic) So glad we had this chat. |
| Kevin similarly rests his head in his palm, as Vilgax scans him with a device, illuminating every component of Kevin's body. | |
| Vilgax | Interesting. Your DNA has clearly merged with the Omnitrix, just like young Tennyson's. |
| Kevin | Yeah. Thanks for the lesson, 'Professor'. Now when do I "merge" my fist with Ben's face? |
| Vilgax | AFTER you remove the Omnitrix. |
| Kevin | (scoffs) Fat chance! I've tried... |
| Vilgax | As have I...but with my expertise, and the DNA you share with Tennyson, we can now succeed! |
| Kevin | Listen up, 'Vilgeek'! I don't take orders, and I could care less about some stupid watch! I just want revenge on the little twerp wearing it. |
| Vilgax | Which you stand a FAR better chance of achieving if he's NOT wearing the Omnitrix. |
| Kevin | So what are we waiting for...? |
| Vilgax | Patience. We can only track him when the Omnitrix is in use. |
| A green node on the ship's computer suddenly alarms. | |
| On a bridge overlooking Niagara, Max readies a polaroid camera while Gwen stands at the bridge railing. Wildvine jumps off the bridge, while wrapping some vines to the railing. As he plunges, the vines stretch like a bungee cord, stoppping him just before he hits the splashing water. | |
| Wildvine | YEAH! |
| Max sets the camera to take a picture, but Wildvine quickly ascends back up to the bridge. | |
| Gwen | Aah! |
| The camera captures Wildvine scaring Gwen. | |
| The next attempt, of all three Tennysons standing together, is successful. | |
| The next attempt, not so much, as Ben turns into Four Arms and throws up a peace sign. | |
| The next as Stinkfly, his stench making Max and Gwen plug their noses. | |
| The next as Wildmutt, slobbering in front of the camera. | |
| The next as Grey Matter, climbing on the lens. | |
| The next photo is of Gwen, this time in the park, smiling with an ice cream cone. | |
| The next is of Heatblast melting her cone. | |
| Ben laughs at Gwen's misfortune. | |
| Gwen angrily chases after Ben. | |
| The final photo is of a cable car system passing over Horseshoe Falls, which the scene fades to. | |
| Tour Guide (VO) | As you look below, you'll see a steel barge that has been marooned in the upper rapids since 1918. |
| Max and Gwen's enjoyment of the tour are suddenly interrupted by the sound of Diamondhead hacking up and spitting. | |
| Gwen | What are you doing? |
| Diamondhead | Science experiment. I'm trying to figure out which alien can hock the best loogie. |
| He switches to Heatblast and spits a flaming loogie down below. A plume of smoke rises as it hits the water. | |
| Heatblast | Heh. Definitely Heatblast... |
| The same tourist couple from the boat pass the Tennyson's cable car in their own, staring slack-jawed as Heatblast slurps a loogie back up and waves at them, embarrased. | |
| Gwen | (pointing at Heatblast) I don't know him. |
| Something suddenly rocks the Tennysons' cable car to a halt. Heatblast sees Kevin on the roof, having torn a hole through it. | |
| Kevin | But we do! |
| Vilgax appears and grabs Heatblast out of the car. As Heatblast struggles, Vilgax touches the Omnitrx with his finger, timing it out. | |
| Vilgax | And we know all his secrets. (Heatblast turns back into Ben.) |
| Ben | (gasps) |
Act 2
| Speaker | Dialogue |
|---|---|
| A moment of quiet shock passes, as two of Ben's greatest foes hold him atop the cable car. Kevin now has a containment device strapped to his back. | |
| Ben | Kevin? Vilgax? You're- |
| Kevin | (whispers) Alive... and about to kick your butt! |
| Max | Never figured you were the type to take on an apprentice, Vilgax. |
| Vilgax | SILENCE! (to Kevin) Once this containment field neutralizes the Omnitrix, grab it. |
| Kevin | I said never tell me w-! (A green flash brings Kevin's attention to Vilgax's hand.) Hey! Where'd Tennyson go? |
| Vilgax opens his empty hand in shock and looks around. He spots Grey Matter trying to run away and snatches him with both hands. | |
| Vilgax | You can't escape me that easily. |
| Ben transforms into Diamondhead, breaking Vilgax's grip and nearly sending him off the car. | |
| Diamondhead | Guess again! |
| Diamondhead and Kevin start fighting. | |
| Vilgax | What's this? The child's gained new control over the Omnitrix. |
| As Kevin steps backward, the wheels on the cable car's arm starts popping out, further destabilizing it. Kevin makes a running grab for Diamondhead, who dodges; but as Kevin falls, he grabs Diamondhead's leg with his tail and drags him down. Kevin notices the steel barge rapidly approaching him; Diamondhead turns into Stinkfly and flies out of his grip. He watches with a smile as Kevin falls into the barge, but Vilgax tackles him in the air and brings him crashing down in the barge too. The impact causes the rocks marooning the barge to finally break and get swept up by the current. | |
| Max and Gwen watch this from the car in shock. Their car suddenly starts losing more wheels, becoming dangerously perched on the cable. | |
| Stinkfly turns into Four Arms, who throws Vilgax into Kevin. He gets the chance to look up and see one of the car's cables has now snapped. | |
| Gwen | (screams) |
| Four Arms runs off the barge and jumps into the water. Turning into XLR8, he speeds across the river. | |
| The cable finally snaps, and Gwen and Max go falling with the car. | |
| Gwen and Max | (screaming) |
| XLR8 turns into Stinkfly, transferring his running momentum into flying speed. He makes it in time to grab Max and Gwen out of the car. | |
| Stinkfly | Gotcha! |
| The car splashes down into the river. | |
| Meanwhile, when Vilgax and Kevin get to their feet, the current takes the barge over the drop in the falls. | |
| Kevin | (screams) |
| Stinkfly drops Gwen and Max off on a trail path to the falls and detransforms. | |
| Ben | I'm going after Vilgax and Kevin! |
| Max | Ben, you can't beat them both. Together, they're too powerful. (He's already transformed into XLR8.) |
| XLR8 | Oh yeah? Just watch me! |
| He rushes up the trail at supersonic speed. | |
| Gwen | He sounds pretty confident. |
| Max | Yeah, too confident. That's what worries me. |
| Vilgax and Kevin recover, having swam to a formation of rocks. They stand up and Vilgax checks his scanning device. It beeps at the center of the screen. | |
| Kevin | We should be right on top of him. |
| Vilgax | Or, he's upon us... |
| They look up as Cannonbolt slams into the ground, knocking them away. Cannonbolt uncurls with a smile. | |
| Back in the Rustbucket, Max scans his handprint against a screen, which prompts a metal safe to descend from the ordinary shelving. | |
| Max | I stashed something away in here that should take care of both Vilgax and Kevin. |
| Multiple doors slide open and reveal a familiar handgun-like device. | |
| Gwen | The Null Void Projector?! I thought we left that back in the Plumbers' bunker at Mount Rushmore. |
| Max | I decided it might come in handy again someday. Unfortunately, I was right. |
| Kevin and Vilgax look around the base of the waterfall. Cannonbolt is hiding behind one of the rocks, smiling. | |
| Kevin | Baaaawk-bok-bok-bok-bok-bok-baaaawk! Come on out, Tennyson, you chicken. |
| Vilgax | Enough with your foolishness! |
| Vilgax spots the RV parking in the middle of the bridge, and Gwen and Max disembarking. | |
| Vilgax | The old man and the girl are the key. Once we have them, the boy will come to us. |
| They leave. Cannonbolt peeks out from his hiding spot, confused. | |
| Gwen turns around at the sound of Vilgax's heavy stomping on the bridge. She gasps as Kevin joins him. | |
| Gwen | Grandpa! Company! |
| Vilgax | (to Max) When I have the Omnitrix, I shall enjoy tearing you apart, Tennyson! (He clenches his fist.) |
| Max | Why wait? Come and get me! |
| Max quickly whips out the projector and fires at them, producing a yellow circular portal right behind them. Diamondhead suddenly jumps onto the bridge and runs toward them. | |
| Diamondhead | I've got 'em, Grandpa! |
| Max | BEN! STAY BACK! |
| Vilgax and Kevin struggle to keep their footing, as the portal forcefully draws them closer. | |
| Kevin | (sucked in) Unngh! What's happening? |
| Vilgax | (sucked in) The Null Void! NOO-! |
| Diamondhead comes to a stop just before the portal, but Vilgax's arm pushes back out the portal and grabs Diamondhead by the face, pulling him in as well. | |
| Gwen & Max | Ben! (The portal closes.) |
| The same portal also opens laterally inside a gigantic void of space; where a blue-purple haze stretches into the distance and long twisting rock formations are frozen in place. Kevin, Vilgax, and Diamondhead all come falling down and land on one of these formations. | |
| Diamondhead | Okay, maybe that wasn't such a good idea. |
| The portal closes. Kevin and Vilgax get to their feet, the latter holding Diamondhead down. | |
| Kevin | Where are we? |
| Vilgax | The Null Void. An alternate dimension where the galaxy's worst-of-the-worst are banished. |
| Kevin | Well I'M the baddest-of-the-bad! |
| Diamondhead | Oh yeah? Tell it to them. |
| Diamondhead points to a group of Null Guardians (the same creature seen in Truth: white; tentacled; winged; with nothing but a mouth for a face). They fly in a pack and swarm the three. Vilgax releases his grip on Diamondhead to hold back a guardian's jaws. Diamondhead takes the opportunity to turn into XLR8 and speed away. | |
| Vilgax | No! |
| XLR8 speeds across the winding rock formation, until he realises it tapers. He skids to a stop and looks around. | |
| Vilgax leaps from one flying guardian to another, sitting on its back as it tries to fling him off. He tightens his pinching grip. Eventually, the guardian obediently flies back to Kevin, who's busy wrestling with two guardians on the ground. The guardians recede as Vilgax approaches on his mount. | |
| Kevin | (looking around) What was that all about?! |
| Vilgax | Respect. I command it, even here. |
| Kevin | Yeah, well goody for you. What about Ben? |
| Vilgax | His grandfather will attempt a rescue. We must find him and extract the Omnitrix before that, or we'll be trapped in here forever. |
| Back at the RV, Gwen sits outside sorrowfully. Max comes out, dressed in a harness with a jetpack, a headset, and a gauntlet. | |
| Max | I'm going in after Ben. |
| He makes adjustments on the Null Void projector and fires a steady portal forward. | |
| Gwen | (getting up) You can't! |
| Max | I have to! |
| Gwen | No, I mean, you're the only one who really knows how to work that thing. I'll go. |
| Max | (stopping the portal) No. It's too dangerous. |
| Gwen | It's our best chance of getting Ben out of there, Grandpa, and you know it. |
| Max solemnly nods. | |
| Back in the Null Void, Heatblast surfs on his own flames as Kevin and Vilgax ride a swarm of Null Guardians after him. As they catch up, one swoops Heatblast from above, and the whole swarm closes in. | |
Act 3
| Speaker | Dialogue |
|---|---|
| Heatblast now hangs inside the jaws of Vilgax's Null Guardian, as the group flies back to their starting area. Quickly thinking, Heatblast puts his burning hands against the guardian's head to get it to open its mouth, then transforms into Grey Matter to leap out before it bites back down. The swarm converges onto Grey Matter, but are pushed back by him transforming into Cannonbolt, who bounces off the rocks and away from them. A new chase begins! Ben runs along a rock structure as XLR8 while Vilgax's mount gains on him; then flies out of the way of a bite attack as Stinkfly; then uses Four Arms' weight to kick the mount down; then, while spinning in the air and Kevin's mount incoming, climbs and nimbles over it as Grey Matter; leaps off a guardian as Wildmutt; weaves out of three guardians' rushing him as Wildvine; and flies away as Heatblast. Two other guardians surprise him with a successful bite attack from both sides. He wrestles and leaps out as Grey Matter, only for several other guardians to try to catch him in their mouths. | |
| Grey Matter | (screaming) |
| Back at the RV, Gwen gears up. She zips up a small plumber uniform, puts on the jetpack harness and the headset, buckles a belt with grenades, and clamps a watch on her wrist. The display shows a grid with a gauge and crosshairs. | |
| Max | Your watch is a homing beacon. As soon as you find Ben, you can use it to lead you back to the portal. |
| Max has the projector set on a tripod, constantly keeping an open portal. Gwen tightens on gloves. | |
| Gwen | How long do I have? |
| Max | I can only keep the portal open for ten minutes or so. (pointing to the watch) Once this gauge hits the red zone, you need to get out, no matter what. |
| He takes her hand and puts a pistol in it. | |
| Gwen | What's this for...? |
| Max | Anything that's not Ben. |
| She nods and puts it in a holster on her belt. She carefully steps through the portal- | |
| -and starts falling out the other side. | |
| Gwen | AAAH! |
| She breaks her fall by activating her jetpack and slowly rising back up. | |
| Gwen | This place looks like it goes on forever. |
| Max | It does, so keep your eyes open. I'm not even sure what's inside there. |
| As Gwen comes to a rock formation, she sees a pack of snarling blue critters waiting for her. They all pounce and grab onto her, their combined numbers weighing her down in the air. | |
| Gwen | (screams) |
| Max | Gwen, what is it?! |
| Gwen | I DON'T KNOW, BUT THEY'RE SMALL, FAST, AND REALLY ANNOYING! (She gets out her pistol and starts firing at them.) |
| Max | Havoc Beasts! Keep them away from your rocket pack! They'll chew it to bits! |
| CRUNCH | |
| Gwen | Too late! |
| Some Havocs have already sunk their teeth into it. Gwen flies forward much faster; however, some still aren't shaken off and some others are chasing after her on the rock structures. Gwen pulls out a grenade and holds it up; every Havoc suddenly turns their attention toward it. Gwen throws it away, and the entire group of Havoc Beasts chase where it lands. A short moment later and it blows them up. | |
| Somewhere else, Ben lands on a rock formation. He sees guardians coming and climbs around to the underside of the rock structure as Wildmutt. Kevin and Vilgax's mounts land on the same rock. Vilgax searches with his tracking device, while Kevin detects something else. | |
| Kevin | (sniffing) |
| Wildmutt backs up as Kevin's mount looks only slightly underneath the rock. Turning into Grey Matter, he silently starts walking away, when Vilgax suddenly surprises him with an attack, forcing him to turn into Stinkfly and fly away. | |
| While Max is managing the Null Void projector, it suddenly erupts with electricity. | |
| Max | Unngh! |
| He radios in Gwen as she flies through the void. | |
| Max | Gwen, something's gone screwy with the projector! |
| Max | I don't know how much longer I can keep the portal open! You have to head back now! |
| He frantically readjusts the projector until the emitted beam starts to stabilize again. | |
| Gwen | Not without Ben! ...Wait, what's that stink-? |
| She suddenly gets swept up by Stinkfly accidentally. He holds her out in front of him. | |
| Stinkfly | Gwen?! (hugging her) Am I glad to see you! |
| Gwen | (After hugging, she shows him her beacon.) The portal's closing! We have to get out of here. Now! |
| They don't notice a gigantic purple worm-like beast emerging from a hole in a rock to eat them. | |
| Gwen & Stinkfly | (screaming) |
| They narrowly miss all its attempts to bite at them. They fly forward, the portal now in sight. Something suddenly snatches Gwen out of Stinkfly's arms. He turns to see Kevin with Gwen in his arm. | |
| Kevin | Going somewhere without your old pal Kevin? |
| She pulls her pistol on him, but he catches her shot in his Pyronite hand and pushes it back to her gun, overloading it in her hand. | |
| Gwen | (screams in pain) |
| Max | Gwen, what's going on? Gwen! |
| Stinkfly | Let her go! Or I'll-! |
| Vilgax | "Or you'll" what? |
| Vilgax hovers behind him. Stinkfly thinks for a moment, then touches down on a rock and transforms back to Ben. | |
| Ben | Let her go and you can have this stupid Omnitrix. |
| Gwen | Ben, no! |
| Ben | We have a deal or don't we, Vilgax? My cousin for this stupid watch! |
| Vilgax and Kevin both jump off their mounts and land on the rock. As they approach Ben, he fiddles with the Omnitrix behind his back, quietly resetting the master control. Ben holds out both his arms; Vilgax grips his left one, and Kevin lets Gwen hold his right. A moment passes... Then Kevin throws Gwen away and knocks Ben to the ground. Kevin holds a foot down on Ben's left arm and takes the containment device off his back. He raises it and furiously brings it down; the Omnitrix immediately starts unleashing a feedback blast. It pushes Kevin away, but he pushes down harder, affixing the device's four prongs into the ground around the watch. | |
| Ben | Aaaah! AAAAHHH! |
| Green electricity cracks in every direction. The watch's faceplate quickly cycles through every transformation, then a cylinder shoots forward from the containment device and affixes itself to it. Ben continues to shout in pain, as Vilgax stands calm and Kevin has a wide smile across his face. The cylinder starts lifting. Ben watches with tears in his eyes as the Omnitrix's band slowly peels off his wrist, forcefully pulling on his skin as if it was dried glue. The band finally gives and the Omnitrix gets sucked into the machine. Kevin watches the machine with delight as it closes a spherical container around the watch and ejects it. Kevin tosses the machine aside and holds the orb container in his hand. | |
| Ben | -FACE! I zeroed it out! Good luck trying to figure out the master control now! |
| Vilgax | Cracking the control combination is child's play for a master of the Omnitrix. |
| Ben | Oh. |
| Kevin | But who says you'll ever get it? |
| Kevin leaps on his mount and flies off to the portal. Ben gets up and tries to run after Vilgax, as he gets on his mount and chases after him. Stranded, Ben slumps in despair, until... | |
| Gwen | BEN! |
| Gwen flies back to Ben, grabbing his arms and flying after the two villains in a race to the portal. | |
| Ben | HEY KEVIN! WHAT ABOUT YOUR REVENGE? I'M STILL ALIVE! |
| Kevin | I figure leaving you stuck in here with your arch enemy is still pretty sweet... (holding up the orb) And if I can use this thing to take over the EARTH? (laughing) EVEN SWEETER! |
| Meanwhile, the projector destabilizes, sending out shockwaves and causing the emitted beam to falter and the portal to start shrinking. Max holds on to the projector for dear life. | |
| Max | Gwen! Get out before it's too late! |
| Vilgax stands on his mount and leaps off of it, tackling Kevin off his own mount. They and the orb start falling. | |
| Kevin | (punching Vilgax) I told you. Kevin 11 don't take orders from nobody! |
| As Vilgax bats Kevin away, Gwen grabs the orb and flies to the portal. | |
| Gwen | Got it! Let's go! |
| The villains' mounts quickly pick them up and fly them up to block their way. | |
| Vilgax | Go where? Back to your miserable dimension? (holding out his hand) First, the Omnitrix! |
| Ben | (to Gwen) Psst! Get rid of it! |
| Gwen | But - your powers! |
| Ben | -Are nowhere near as important as getting us home. Toss it, now! |
| Gwen | (to Vilgax) You want it? Go get it! |
| She puts the orb behind her back and throws it away; Vilgax immediately flies after it. Kevin lets him go; his gaze rests on Ben... | |
| Ben | You want me?! |
| He lets go of Gwen and lands on a rock. | |
| Ben | COME AND GET ME! |
| Gwen | Ben, no! |
| Ben | I know what I'm doing! Just go! |
| Gwen worriedly flies into the portal, shrunk down to nearly her size, as Kevin lands in front of Ben. | |
| Kevin | (laughing) |
| He raises his Petrosapien arm into a blade. As he brings it down, Ben expertly jumps out of the way, climbs up his arm, and kicks off his face. Ben climbs and jumps from rock to rock as Kevin flies after him. Ben dives off the final rock and just barely squeezes through the portal. It closes and disappears right before Kevin arrives to it. | |
| Ben tumbles onto the bridge and into Max's immediate embrace. | |
| Max | Ben! Gwen! You're all right...! |
| Ben | (sighs; holding up his bare arm) Well, mostly all right. |
| Gwen | Listen, Ben, a-about the watch... |
| Ben | I know. I-I was cocky and totally abused my powers. And I'm sorry... Guess that won't happen again, since I'm back to being just plain old Ben. |
| Gwen | Ben, that sacrifice you made for me was pretty impressive. So, here. I have a present for you... |
| Ben | Ugh, if this is gonna be some dopey hug or something, thanks, but I'll pass. |
| Gwen | OK. Maybe I'll just keep it for myself! |
| She pulls out the orb container from behind her back. Ben grabs it. | |
| Ben | Woah! The Omnitrix! But, I-I saw you throw it away...! |
| Gwen | Maybe YOU're dumb enough to throw the Omnitrix away, but I'm not. |
| Ben | So, what did you throw...? |
| Vilgax dives after it as it falls down a long tunnel in a rock formation. He grabs it as he hits the floor and triumphantly shakes it in the air. | |
| Vilgax | The Omnitrix is mine! |
| What's in his hand suddenly starts beeping, and Vilgax looks closer. What is only one of Gwen's grenades opens up and explodes right in his face. Unscathed, he stares at his empty palm. | |
| Vilgax | NOOOOOOOOOOOOOOOOOOO! |
| Kevin | Nice job, 'squid-head'. You blew it for BOTH of us! |
| A rumbling roar suddenly shakes the ground Kevin and Vilgax stand on. The purple worm-creature from earlier comes chasing after them. | |
| As Ben stares at the glowing orb, it opens. From it, the Omnitrix majestically floats up in the air, then descends toward his arm. Four Arms, Grey Matter, Upgrade, Wildmutt, Heatblast, Stinkfly, Diamondhead, XLR8, Ripjaws, Cannonbolt, Wildvine, they all come surging back as the Omnitrix clamps onto Ben's wrist once more! | |
| Max | (patting Gwen on the back) Pretty clever, Gwen. Ben, I think you owe your cousin a big-time thanks. |
| Ben | And some big-time get-backs! (He immediately starts turning the faceplate, excited.) Maybe a face full of Stinkfly goop, or a tangle of Wildvine tendrils, or- |
| As he slams down on the dial, an unexpected amount of energy surges from the watch, and turns him into... | |
| Grey Matter | Grey Matter?! Oh no! I forgot I zeroed out the master control! |
| Gwen | (giggling) Don't sweat it. There are only, like, nine hundred and ninety nine million more combinations for you to try! |
| Grey Matter | THAT'S IT! YOU ARE SO DEAD! (straining himself) "Four Arms"! "Diamondhead"! Oh, man... |
| Gwen & Max | (laughing) |
| Credits Play | |