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| Trade-Off! | Busy Box | |
| Ghost Town |
Prologue
| Speaker | Dialogue |
|---|---|
| The episode starts in a space prison. | |
| Station Manager | (through pilot communication) Station to patrol ship, nothing to report, the prisoner is secure. |
| Patrol Guard | Copy that. Can't say I'm surprised. |
| Something is detected on sonar, it appears to be Vilgax | |
| Patrol Guard | What is that? |
| Vilgax is flying towards the ship. | |
| Patrol Guard | Attention, unidentified vehicle. You're entering secure space. I will fire if you proceed. |
| Lasers get fired at Vilgax. He uses his Shield of Seagle to defend himself. Vilgax charges and breaks the prison. He heads to the prison where there are soldiers blasting him, then he retaliates with red lasers. Vilgax breaks the door and finds an incarcerated Zs'Skayr who being held captive and sunlight is damaging him. | |
| Zs'Skayr | (weakly) Pleeease. The light, it burns. |
| Vilgax | And if I were to stop it? |
| Zs'Skayr | Don't toy with me, Vilgax. Ask for what you want. |
| Vilgax | I do not ask, Ghostfreak. I demand and you obey... I will free you from your prison and in return, you will tell me what I wish to know. |
| Zs'Skayr | The knowledge to defeat Ben Tennsyon, the secrets of the Omnitrix. |
| Vilgax | Tell me, then I will set you free. |
| Theme Plays | |
Act 1
| Speaker | Dialogue |
|---|---|
| The trio are playing golf at a mini golf course. | |
| Ben | (waiting for Gwen to play her shot) And five centuries later... |
| Gwen | Look, you're the one who suggested miniature golf. |
| Ben | that was only because there was supposed to be a rogue alien wrecking this place. |
| Gwen | It's supposed to be a little cute alien, not a scary one. |
| Kevin | Whatever, scariest thing so far is how bored I'm getting. |
| Gwen plays her shot and gets a hole in one. | |
| Gwen | (gasps) Another hole in one! |
| She gets out her scrapbook. Somehow, the golf ball gets back out the hole. | |
| Gwen | I'm still counting that! |
| A mole alien gets out the hole. | |
| Ben | Finally. Let's bag him and go home. (walks up to the alien) Hi there, little guy. |
| The mole alien breaths acid which melts the golf ball. | |
| Ben | This is why I hate miniature golf. |
| It pops up behind Gwen and breaths acid for her to put up a manna shield. It starts spiting acid on Kevin's foot. | |
| Kevin | Oww! I hate golf, but I'm a big fan of whack-a-mole. |
| Kevin morphs his hand into a mallet and tries to hit it. | |
| Kevin | You know, this is a lot more fun at the arcade. |
| Now Gwen and Kevin are trying to attack it. | |
| Gwen | It's like he knows when we're going to hit him. |
| Ben | Maybe you're just not hitting hard enough. |
| Ben activates his Omnitrix and turns into Humungousaur. | |
| Humungousaur | Humungousaur! (stamps his foot on the mole alien) Just. Stand. Still! |
| Humungousaur lifts a clock tower and hits the mole alien with it. | |
| Humungousaur | Hey, Gwen, a "mole in one". (laughs) |
| The mole alien acid bites Humungousaur's tail, making the latter wail. Gwen gets her golf club to whack the ball. | |
| Gwen | Keep him there, Ben! |
| Humungousaur | But he's got acid spit! |
| Gwen whacks the ball on the alien, which defeats it and knocks it out. | |
| Kevin | Nice shot. |
| Gwen | Yeah, guess he wasn't up to "par". |
| Kevin | What do you mean? |
| Gwen | It's a golf joke, nevermind. |
| Humungousaur times out and reverts into Ben. Ben pulls the unconscious mole alien from the ground, which seems to be a giant-eely alien with multiple heads. | |
| Ben | Next time, we're going go-kart racing. |
| There is a shooting star-like thing in the sky that crash-lands. | |
| Gwen | What was that? |
| Kevin | Whatever it was, it better not have landed on my ride. |
| Ben | (to the defeated mole alien) Stay right there! |
| The team go to investigate. | |
| Vilgax appears to be there with a black eye, with Ben activating his Omnitrix, about to transform. | |
| Vilgax | Ben Tennyson, I need your help. |
| At Burger Shack, Ben and Vilgax are having their talk. | |
| Vilgax | Burger Shack? |
| Ben | I got you the kiddy meal, so don't let them know you're under 8. |
| Ben tries to get his tray of lunch but Gwen drags it away. | |
| Ben | What's your problem, Gwen? |
| Gwen | Don't you remember how many times this guy has tried to kill you? |
| Ben | Not exactly. A lot? That's what makes this so much fun. (to Vilgax) What was it you needed? |
| Vilgax | I need your help? |
| Gwen | You shouldn't even be here. You were banished from our planet. |
| Kevin | And what makes you think he's gonna help you, squidface? |
| Vilgax | One word. Ghostfreak. |
| Ben | What about him? |
| Vilgax | Interested now? You should be. He escaped from your Omnitrix. Almost destroyed you. |
| Ben | I know, I was there. |
| Vilgax | And I was there when he escaped from the maximum security prison built to hold only him! |
| Gwen | He's on the loose? |
| Vilgax | And even more powerful than ever, he even tried to possess me. |
| Ben | He always was the possessive type. |
| Kevin | That still doesn't tell us why you're here. |
| Vilgax | Even though I drove him off, Ghostfreak wasn't finished with me. |
| We are shown Vilgax's story which takes place at Vilgax's home planet. | |
| Vilgax | (VO) Instead of seeking revenge directly, he attacked my world. |
| Zs'Skayr is popping out of the sea and converting one of Vilgax's people into his species. | |
| Vilgax | (VO) Every one of my people he possessed became a Ghostfreak minion, slaved to his hive mind. |
| Shows Vilgax fighting the Ghostfreaks. | |
| Vilgax | (VO) I tried to defend my homeworld, but the infestation spread exponentially. |
| Then Vilgaxia is now covered in a green film. | |
| Vilgax | (VO) Then in weeks, Ghostfreak controlled my entire planet. He had what he wanted, it was nothing I could do, but escape and bring back help. |
| The story ends. | |
| Vilgax | That is to say you, Ben Tennyson. |
| Ben | And you think I'm going with you because why? |
| Vilgax | because this is your fault! |
| Ben | What? I've never even been to your planet! |
| Vilgax | You freed Ghostfreak from the Omnitrix. His actions are your responsibility, but of course, if you rather I do it alone. (puts his hand out for the Omnitrix) |
| Ben | Not a chance, Vilgax |
| Gwen | and how did you know- |
| Vilgax | we are wasting time! - My people are not warriors like me, they are innocent women and children. |
| Kevin | Why should we believe anything you say? |
| Vilgax | what other reason would I come groveling to your pitiful planet? |
| Gwen | He makes a good point. |
| Kevin | Come on! This couldn't be a more obvious trap than a sign that said, "Free Cookies." |
| Ben | probably... but I really like cookies. We're going! |
| Gwen | If he is telling the truth, we can't just let people suffer. |
| Kevin | Better them than us. |
| Ben | my watch, my responsibility. |
| Kevin | It's not all about "Ben Tennyson." |
| Ben | Vilgax won't touch you while I'm around, it's totally safe. (to Vilgax) But the first sign of a double cross and you're a sushi platter! |
| They use Ship in Antarian Obliterator form to travel to Vilgaxia, then they exit the ship. | |
| Ben | (about Vilgax's homeworld) Looked better in the brochure. |
| Vilgax | Ghostfreak is the cause of all this. |
| Kevin | (to Ship) Now stay, stayyy! I mean it! |
| Ship dimorphs and starts wondering off. | |
| Kevin | I thought you said Julie trained that thing. |
| Gwen | We should probably focus on our other problems. (points) |
| There are Ectonurite slaves coming at them. | |
Act 2
| Speaker | Dialogue |
|---|---|
| Ben | they haven't seen us yet, get in here! |
| They take cover in a hole. Kevin morphs his hand's into mallets to cover up the hole which cause the enslaved Ectonurite slaves to go away. | |
| Ben | Phew. Tricked them. |
| Kevin dimorphs his hands. They hear a slight echo. | |
| Gwen | what is that? |
| Vilgax | A child crying. |
| Kevin | Guess they worn after us |
| Vilgax punches a hole in their hiding place and runs. | |
| Gwen | what are you doing? |
| Kevin | Giving away our location! I knew we couldn't trust the squid! |
| Ben | that’s okay, I was kind of getting sick of being nice to him. |
| Ben activates his Omnitrix and transforms into Swampfire. | |
| Swampfire | Swampfire! |
| Swampfire morphs his fingers and toes into tentacles to dig a hole in the ground for the team to go through. | |
| Swampfire | I can't believe you tried to trick us into... |
| Swampfire sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions. | |
| Swampfire | ...saving a little girl? Okay, now I feel like a jerk! |
| Gwen | The big bad has a conscience, who knew? |
| Vilgax | (fires optic lasers at the Ectonurite slaves) Don't let them reach her, the Ghostfreaks can possess anything they touch. |
| Kevin | Like us? |
| Swampfire attacks the Ghostfreaks with fireballs, then fires at the green film to make them scared. Suddenly, the plant comes alive and grabs the Ghostfreaks. | |
| Swampfire | (laughs) Nice! I wasn't even sure that was a plant. |
| Vilgax fights the Ghostfreaks. Then Gwen and Kevin join in for him to be possessed by one of the Ghostfreaks. | |
| Gwen | (gasps) |
| Kevin manages to get the Ectonurite to flee his body. | |
| Kevin | Great, even the freaks don't want me. |
| Gwen | Kevin! |
| Swampfire | That's a good thing, you should stay upfront. |
| Kevin morphs his hand into a mallet and charges at the Ghostfreaks and attacks them. Gwen and Swampfire join the fight. Now Vilgax joins the action, making the Ghostfreaks retreat. | |
| Vilgax | ‘‘(to the Chimeran child) Are you injured? |
| Chimeran child | No, my lord Vilgax. Thank you, my lord Vilgax. |
| Vilgax | It is not safe here, stay inside and be quiet. |
| The Chimeran child hugs Vilgax. | |
| Ben | you are so losing your evil cred. |
| Vilgax | Watch your tone, Ben Tennyson! (threatens to draw sword) If I did not need your help... |
| Ben | There's the bad guy we all loved to hate. |
| Kevin | so what's next, got some puppies that need saving? |
| Vilgax | we eliminate Ghostfreak. Without his mental control, his minions will be powerless. |
| Gwen | Where do we find him? |
| Ben | He's gotta be in your house. |
| Vilgax | my castle, yes, it is well fortified. |
| Ben | I've got an idea, but I need to get close to Ghostfreak. |
| Kevin | you’ve gotta have a house key hidden under rocks somewhere. |
| Vilgax | I take your meaning. There is a secret way into my stronghold, but it is not pleasant. |
| They are in a trash chute while trying to get to Vilgax's Castle and Gwen is using her manna to create light. | |
| Kevin | seriously, a trash chute? |
| Vilgax | you should be grateful I called off the flesh beetles. |
| Kevin | "Grateful". That's the word. |
| The team and Vilgax walk up the trash hills. | |
| Gwen | Those freaks seem to have a real grudge against you, Vilgax. |
| Vilgax | He... simply sealed my planet as the jewel it is. |
| Kevin | Jewel? (trash glob drips on his head; scoffs) Even better. |
| Ben | Once we take the freak down, we can find out what he really wants. |
| Vilgax | You seem confident. |
| Ben | Told you, I have a plan. |
| They are hid behind a curtain in Vilgax's Castle and are sneaking through and find Ghostfreak at the windowsill. | |
| Ben | He's there. Now for my plan to work, I need a distraction. (makes a selection stare at Vilgax) |
| Vilgax | You suggest me? |
| Ben | Nothing says 'distraction' like a tentacle-faced alien. |
| Vilgax | Ghostfreak! |
| Zs'Skayr | Aah, Vilgax, back for more? |
| Vilgax | (pulls out his sword) This time you will die, Ectonurite scum! |
| Zs'Skayr fires an energy beam at Vilgax, for him to defend himself with his Shield of Seagle | |
| Zs'Skayr | Before, I enslaved your planet, as I will the universe, all I needed was a place to start, even now my minions built starships to infest other worlds! |
| The screen shows the converted Ectonurites building starships. | |
| Zs'Skayr | But now that you're here, I wouldn't mind possessing your power as well. |
| Vilgax | You are welcome to try. |
| Zs'Skayr charges at Vilgax, but Ben slides in and makes Zs'Skayr enter the Omnitrix. | |
| Omnitrix | Alien DNA sample acquired! |
| Ben slams the Omnitrix and transforms into Ghostfreak. | |
| Ghostfreak | Ghostfreak! |
| Gwen | that was it? That was your plan? |
| Ghostfreak | don’t worry, Gwen. Ghostfreak was one of the Omnitrix originals. I have controlled him before -- (starts coughing poorly) |
| Gwen | Ben, are you okay? |
| Ghostfreak's Omnitrix symbol weaves into his body, his eye goes purple and Zs'Skayr takes over. | |
| Zs'Skayr | (deep voice) Never felt better. |
| Zs'Skayr fires an energy beam at Gwen for Kevin to jump in and save her from his attack. | |
| Kevin | (to the possessed Ghostfreak) What's the matter with you? |
| Gwen | Kevin, his Omnitrix is gone! |
| Kevin | that can't be good. |
| Kevin gets blasted by Zs'Skayr's energy beams and crashes into the ceiling. | |
| Zs'Skayr | ‘‘(laughs evilly) |
| Gwen | Ben, stop it! |
| Vilgax | don’t you see? Ben Tennyson is no longer in control of his body, Ghostfreak is! |
| Gwen | But Ben's still in there somewhere. We can't hurt him! |
| Kevin | ‘‘(fleeing some rocks) Speak for yourself. |
| Vilgax | what a wonderful opportunity, both of my greatest enemies in one body. What is it you humans say, that I can kill two birds with one stone? |
Act 3
| Speaker | Dialogue |
|---|---|
| Vilgax fires a Ruby Ray of Rouleau beam at Zs'Skayr. | |
| Gwen | (fires a manna blast at Vilgax) Leave him alone! |
| Vilgax | Foolish child! He'll destroy you if I let him. |
| Kevin | (sarcastically) Oh yeah, thanks for the help. |
| Kevin morphs his hand into a spiked mace and charges at Vilgax for his hand to be restrained by his enhanced strength. | |
| Vilgax | I grow weary of your help. |
| Vilgax throws Kevin. Zs'Skayr telekinetically throws the squid ceiling cover on Kevin and fires an energy beam at him. | |
| Gwen | Ben, stop it! You're hurting your friends! Please! I know you're in there somewhere! |
| Vilgax | And that's exactly what I plan to take care of! |
| Vilgax attempts to attack, and Gwen gets in his way. Vilgax fires some ruby ray beams at Gwen, which she puts up some manna shields to defend herself from the attack and then charges at Vilgax, for her to get knocked into the high wall. The crash exposes the sunlight to Zs'Skayr, briefly weakening him but soon disappears, and Gwen is rendered unconscious. | |
| Vilgax | Finally, no more distractions. |
| Zs'Skayr | And much more destruction. |
| Vilgax unleashes energy boxing gloves and the two engage in a 1-on-1 fight, in which Zs'Skayr uses his telekinetic attacks, and Vilgax is besting him with his sword, then, Vilgax fires lasers at Zs'Skayr's skull, for him to resist and wrap his tentacle around the former's face and throw him. | |
| Zs'Skayr | To me, my servants! |
| The Ectonurite-converted slaves appear in Zs'Skayr's call and order them to attack Vilgax. Vilgax defeats some of them, but gets grabbed by 3 Ectonurite slaves and is restrained against the wall. | |
| Zs'Skayr | Hold him, I wish to possess this one myself. With Vilgax, Ben Tennyson, and myself as one, there will be no power in the universe that can stop me! |
| Zs'Skayr attempts to possess Vilgax starting with the former's hand, but he gets blasted back by the latter's optic lasers, and he escapes the Ectonurite slaves. Vilgax picks his sword up and exposes Zs'Skayr and the Ectonurite slaves sunlight. The Ectonurite slaves are destroyed, and the Omnitrix symbol appears on Zs'Skayr again. His hand starts to reach for it. | |
| Zs'Skayr | Ben... Tennyson?! No! |
| Zs'Skayr smacks the Omnitrix symbol and he reverts into Ben. | |
| Ben | No, no, no, hold your applause. (sees Gwen and Kevin) Aww, you guys missed the whole thing! |
| Kevin | We saw enough. |
| Gwen | Ben, that was really, really stupid. |
| Ben | Except for the part where it worked, right? |
| Kevin | And we also got creamed in the process. You're not in this alone, or did you forget? |
| Ben | So no victory parade? |
| Outside Vilgax's castle, his people are praising Vilgax. | |
| Chimeran Suis Generi | Long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax! |
| Ben shows up in the castle. | |
| Ben | Look at you, you've got a fan club. |
| Vilgax | I do not presume to take credit for your deeds, Ben Tennyson. |
| Ben | Hey, I'm not gonna tell anybody. What happens in Vilgaxia stays in Vilgaxia. |
| Vilgax | A wise choice. |
| Gwen | Hey, Ben! |
| Kevin | I found Ship. |
| Gwen | He was emulating some kind of alien toaster, but I convinced him to change back for now. |
| Kevin | (holding Galvanic Mechamorph toast) After making ten loaves of toast. Can we leave already? |
| Vilgax | Yes, you have helped me achieve my goal, and so you have won your miserable lives. |
| Gwen | Won them? You tried to kill us! |
| Vilgax | Foolish child! If I had not taken you out of the battle, Ben Tennyson himself would have, permanently. |
| Kevin | don’t do us any more favors, Vilgax. |
| Vilgax | It won't happen again, I assure you. |
| The team fly away, via Ship in Antarian Oblierator form. | |
| Vilgax | this is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning! |
| Credits Play | |
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