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| Back With a Vengeance | Ben 10,000 | |
| Midnight Madness |
Prologue
| Speaker | Dialogue |
|---|---|
| The Tennysons have just finished shopping at "Mega-mall-opolis." Ben and Gwen are both enthusiastic, with Gwen continuing to read the mall booklet as they head back to the Rustbucket with their shopping. | |
| Gwen | Five-hundred stores, seventy two-restaurants, forty-eight movie screens, an indoor rollercoaster! |
| Ben | We could just spend the whole summer here. This mall has everything. (dramatically falling to the ground expressing his joy) |
| A burglar alarm sounds, and the mall security comes running out to take the shadowy robbers down. | |
| Mall Cop #1 | Halt in the name of mall security! |
| Max | ...Including their own police force. |
| Ben | (cracking knuckles) Looks like the rent-a-cops could use a little help. Eugh, a hero's work is never done. |
| Ben cycles through silhouettes before transforming into Wildmutt. | |
| While in pursuit of the two robbers, masked in shadow, they are able to get onto a higher level in the parking structure by using a nearby street lamp as something to kick off of. The police are puzzled by their method of escaping, and are shocked to see Wildmutt too, swinging up to follow. | |
| Wildmutt | (growling) |
| Wildmutt catches up and knocks the figures to the ground, scattering the jewels, but, to his surprise, finds that the two robbers were two normal-looking senior citizens. But they aren't as they seem when they start doing gymnastics and are fit enough to land a kick directly onto Wildmutt's face. | |
| Theme Plays | |
Act 1
| Speaker | Dialogue |
|---|---|
| The elderly citizens dominated their fight against Wildmutt, while Wildmutt has difficulty even laying a scratch on them. The situation is complicated as the police arrive. | |
| Mall Cop #2 | They let loose some kind of rabid dog to cover their tracks. Get him. |
| Siren blare as Wildmutt makes a run for it while Max brings the RV round the parking lot so that he gets in. | |
| Mall Cop #2 | They must be trying to escape in that RV. |
| The police set off after the Rustbucket and take pursuit of it. | |
| Mall Cop #2 | Cut him off. |
| Max sees the police in front of them. He tries to avoid them, but he ends up crashing into a pole. The police come in the RV to locate Wildmutt. Instead of finding the beast, he finds the Tennysons, perfectly calm and cooperative. | |
| Ben | Uh, looking for something officer? (confusing the cop as he looks for Wildmutt) |
| The next morning, Ben and Gwen walk through the mall, Ben is drinking from a cup with a straw. | |
| Gwen | Nice going last night, "hero". Not only did you let the robbers get away, but because they thought your furry-butt was inside, they played demolition-derby with the Rustbucket. |
| Ben | (mimicking Gwen's whining mockingly) Hey, the mall's gonna pay for all the repairs, and it bought us a few more days here while Grandpa waits for the parts. You should be thanking me. (Continuing to sip his drink) |
| Gwen | I guess you're right. Nice job, Wildmutt. |
| Gwen happily gives him a slap on the back, causing him to spit his drink. They continue on and Gwen finds a bulletin board that catches her attention. | |
| Gwen | (reading the sign) Huh! "The amazing Sublimino, Master of Hypnosis", "last day"? Cool! Let's check it out! |
| Ben | (sarcastically) Gee, and to think we almost missed him. |
| An audience forms on the set out chairs in front of the stage. | |
| Sublimino | (over the speakers) Ladies and gentlemen, presenting Sublimino, the master of hypnosis. |
| A small man, with a somewhat bald head, big, round sunglasses, and a red-colored vest comes out through purple smoke. | |
| Sublimino | (coughing) Behold Sublimino. I am about to take you on a journey through that mysterious realm known as... the mind. First, I shall require some volunteers.(to a mostly silent audience) |
| Ben | Ugh. Give me a break. Only somebody with half a brain can be hypnotized. |
| Gwen | (Grabs Ben's left arm and holds it up) Hey, here's a volunteer for you! |
| Ben | (pulls his wrist out of Gwen's grasp) Me? Forget it! |
| Gwen | What's the matter? Afraid you don't have half a brain? |
| Ben reluctantly gets on the stage, with two others, a short elderly woman and an old man. | |
| Sublimino | Now... clear your minds. Focus only on this pocket watch as it swings back and forth. |
| He first starts out by swinging the pocket watch back and forth, telling his volunteers to focus on it closely. | |
| Sublimino | Your eyelids are feeling heavy. You are falling into a de-ee-ep sleep! |
| He sees that it isn't affecting them at all, and he reaches out for another watch, but this time, he presses a button to activate some sort of wave, which makes them fall asleep. | |
| Ben & Volunteers | (snoring) |
| Gwen reaches out for a video camcorder and seems to be enjoying herself. | |
| Gwen | Major blackmail time. |
| Sublimino | Now. You are in my power when you open your eyes, you will all become newborn babies. |
| In an instant, Ben and the two other volunteers immediately start crying, and the audience breaks out into laughter. | |
| Ben & Volunteers | (sobbing) |
| Sublimino | Now! You are all chickens in a barnyard. |
| Afterwards, Ben and the two start squawking and waving their arms. | |
| Ben & Volunteers | (clucking) |
| Max | (Walking into the giggling audience.) Why is Ben acting like a chicken? |
| Gwen | It's my early Christmas present. |
| Sublimino | You are a ballerina.(the man springs into a dance) You are a ferocious grizzly bear.(the woman roars) |
| Volunteer | Arrr! |
| Gwen | This is so funny! |
| Sublimino | (to Ben) And you, my lad, you are an alien. |
| Max | Joke's over. |
| Ben begins to activate the Omnitrix. Gwen runs up to the stage as Ben is just about to activate it, and pushes him behind the curtain as he transforms. | |
| Gwen | Ben, no! |
| Sublimino is angered and confronts Gwen behind the curtain. | |
| Sublimino | You are ruining the performance! |
| Gwen | Sorry. My cousin had to run to the little aliens' room. |
| Grey Matter | Uh. Take me to your leader. Your will is my command. |
| Later that night, Max is busy doing the tune-ups for the RV, while Gwen and Ben inside take a look at Ben's performance while he was under hypnosis. | |
| Ben | Ugh, this is so embarrassing. |
| The video shows Ben feeding a relaxing Gwen grapes. As Grey Matter combs her hair, he reverts back into Ben, falling off the edge of the sofa, and snapping out of the trance and back to normal. | |
| Gwen | Wait. Wait. Here's my favorite part. |
| Grey Matter | (on the video) More grapes, master? |
| Ben | Aw, man. |
| Gwen | (recorded) Hey, take it easy. You're gonna give me split ends. |
| Ben | (confused) What? What just happened? |
| Gwen | Too bad you snapped out of it when the Omnitrix timed out. I was going to have you do a hot oil conditioning treatment next. |
| Ben | Yeah? |
| Ben grabs the video camera away from her and tries to erase the content. | |
| Ben | Well, that's why they created erase buttons. |
| Gwen | Give that back! |
| They fight for it, and Max catches the camera as it flies through the air. | |
| Max | All right, that's a wrap on the video. It's been a long day, and we could all use some shut-eye. Lights out. |
| Ben | Why can't you just leave me alone? |
| Gwen | Doofus. |
| Ben | Ugh. |
| The next day, the Tennysons are inside the mall again, as the clocktower rings and it seems that Ben is out of it. | |
| Max | Hey, you okay, Ben? You don't seem as peppy as usual. |
| Ben | Just a little tired, that's all. |
| Gwen | Whoa. What happened? |
| Mall Cop #1 | Somebody stole the motor from the sea dragon ride. Probably a prank by some punk kids. |
| The mall cops find what appears to be one of Diamondhead's shard projectiles, which immediately catches their attention. | |
| Mall Cop #2 | What do you make of this? |
| Ben | What? I didn't do it. I swear. |
| Max and Gwen are very suspicious considering his fatigue. | |
| Ben | Hey, I'm not the only alien in the galaxy, you know. |
| Later that night, when the clock tower strikes twelve, the same psychic waves are released through the mall area, and Ben is awakened, jumping down from the bunk bed. | |
| Gwen | Uh, Ben, where are you going at this time of night? (as Ben activates the faceplate of the Omnitrix) Hello. Earth to doofus. I asked you a question. |
| Gwen catches him transforming into Upgrade. | |
| Gwen | Wait! You can't go out like that. |
| Max | (following Ben out of the RV, seeing him navigate through the buildings) He must be sleepwalking. |
| Upgrade heads out to the mall. Jumping through telegraph poles and electricity lines. | |
| Max and Gwen follow Ben, but the mall security have come to take him down. A helicopter points weapons at him. | |
| Mall Cop #1 | Halt in the name of mall security! |
Act 2
| Speaker | Dialogue |
|---|---|
| While the helicopters surround Upgrade as he clambers up the clocktower, more cops come in the ground. | |
| Gwen | Ben, wake up! You're sleepwalking! |
| Max | It's no use, Gwen. He can't hear you. He probably has no idea what he's doing. |
| Gwen | So what else is new? |
| Max | (seeing the police arrive) I'd better get up there. |
| Upgrade is shot by the helicopters causing to “melt”, although he easily reverts. In his blob form he launches himself merges with one of the helicopters to shoot down the others and the ground forces with green energy. | |
| Mall Cop | Look! |
| Upgrade pilots the helicopter beside, then merges with the clock in the tower to escape by turning its arms into propellers. | |
| Gwen | Time sure flies when you go alien.(ducking as Ben flies overhead) |
| As Upgrade un-merges, Sublimino walks out a warehouse and questions Upgrade. | |
| Sublimino | Who are you? What happened to the guy that looked like a walking chandelier? Oh, well who cares, as long as you do what I say! Now get out of here before the cops see you! |
| Upgrade merges with a nearby bulldozer. He then drives off. | |
| The next day, Ben wakes up in the bulldozer's digger, and as he topples off in confusion while looking out, to his surprise, he finds that it was next to the RV, only falling a few feet. | |
| Ben | Aw man, what a weird dream. Whoa! Oh, man! |
| The next day, the mall manager is interviewed on the TV. | |
| Newscaster | Despite last night's bizarre attack and other burglaries, The mall representative had this to say. |
| Mall Official | This was an isolated incident. The mall is open for business. Shopper safety is our number one priority. |
| Inside the RV, Max and Gwen question a sleepy Ben. | |
| Ben | So why would I go alien and then steal bizarre stuff like a rollercoaster motor and a big clock? |
| Max | Well, sleepwalkers are in a hyper dream state, nothing makes sense in a dream. |
| Gwen | Yeah, but most sleepwalkers don't have a watch full of alien heroes at their control. |
| Max | Well, Gwen's got a point. We're gonna have to keep you awake and away from people until we can figure out how to stop your midnight strolls. |
| Gwen throws water at Ben as he dozes off, seeming to be enjoying herself. | |
| Ben | Hey! What'd you do that for? |
| Gwen | Just doing my job. |
| Gwen pinches Ben's nose as he sleeps waking him up. | |
| Ben | Aah! |
| Gwen pours ice cubes down Ben's shirt as he sleeps. | |
| Ben | Aah! |
| As Ben flops onto a bed, Gwen yanks the covers out from under him. | |
| Ben | Ahh! Hey, you're enjoying this, aren't you? |
| Gwen | (blowing an air horn in his face) Now, why would you say that? |
| Later that night, the three are too tired to keep themselves awake, Gwen walks over to get Max to take over. | |
| Gwen | Grandpa, wake up, it's your shift. (falling down to sleep before waking Max) |
| Sublimino | Awake, my slaves. Awake and serve your master Sublimino.(activating his watch) |
| In an instant, Ben is awoken, and he transforms into an alien. Feeling the increased heat in the RV. Gwen and Max wake up to find Heatblast outside. | |
| Max | Gwen, turn down the heat, will you? I'm cooking over here. (running outside) Ben! |
| Heatblast shoots off into the air. | |
| At the hardware store, Heatblast helps out with the robbery, using the elderly, by melting the steel chains into a cable. | |
| Max | Ben! Listen to me. You've got to snap out of this. |
| Gwen | You're under some kind of hypnotic spell or something. |
| The cops come in to get him, though they find a few propane tanks behind them. | |
| Swat Cop | You two, get away from that thing. (seeing the propane tanks behind them) Everybody out. Move! Move! Move! |
| They run out, fortunately with everyone getting to a safe distance before Heatblast created an explosion, though debris is sent flying. | |
| Mall Official | (being videoed) This was an isolated incident. The mall is open for business. Shopper safety is our number one priority. |
| In the RV, Gwen shows the video of Sublimino's show on her camcorder. | |
| Max | So Sublimino plants post- hypnotic suggestions in his volunteers, turning them into his army of thieves. |
| Gwen | But the sound of the Omnitrix timing out snaps Ben out of the trance. |
| Ben | (having a blow horn activated by his ear to wake him up) Aah! But why have me steal all that weird stuff? |
| Max | I don't know, but Sublimino sure does. We need to find him, and fast. |
| At the mall manager's office, Max the mall Official. | |
| Mall Official | This was an isolated incident. The mall is open for business. Shopper safety is our number one priority. |
| Max | Yes, yes, you said that already. But I'm saying your shoppers are in danger. |
| Mall Official | This was an isolated incident. The mall is open for business. Shopper safety is our number one priority. |
| Max | Okay, this is getting us nowhere. |
| Max gives up and heads out. Sublimino comes in, revealing that he had hypnotized the mall manager. | |
| Sublimino | Well done all the preparations are complete. It's showtime! (knocking something over in his theatrical gesture) |
| Max finds Ben at a water fountain, sleeping. | |
| Max | Hey, Ben, wake up. Where's Gwen? |
| Ben | Oh, mom, I'm too tired to go to school. |
| Gwen | I've got the perfect solution to your sleepwalking problem! (holding up handcuffs) If you can't touch the Omnitrix, you can't go alien. |
| Ben | Where'd you get those? |
| Gwen | "Survivalists "R" Us". They have a very extensive selection. |
| Gwen handcuffs his arms behind his back so that Ben is unable to activate the Omnitrix. | |
| Max | I don't know about this Gwen. |
| Gwen | What could go wrong? |
| They see Sublimino on the big screen. | |
| Sublimino | Greetings, mall-rats. |
| He uses the clock tower's giant clock to use as his instrument. | |
| Sublimino | I am Sublimino, master of hypnosis. You are all about to take a journey through that mysterious realm known as the mind. No need to volunteer, now all of you will obey me forever! |
Act 3
| Speaker | Dialogue |
|---|---|
| Sublimino | Your eyelids are getting very heavy. You are falling into a deep sleep. |
| Ben | Huh? A giant hypno-watch? Ha! No way that'll ever work. |
| As the giant watch continues to swing, Sublimino activates his watch to release the hypnotic waves, this time, affecting all the shoppers. | |
| Ben | (seeing people fall over) Or-- maybe it will. Don't look at the clock. Don't look at the clock.(dodging behind a corner and looking behind him to Max and Gwen) |
| Ben was able to avoid it, but Gwen and Max were not so lucky, lying unconscious on the floor. | |
| Gwen & Max | (snoring) |
| Ben rifles through the shopping bag to find the key for the handcuffs. | |
| Ben | Gwen, wake up. Where's the key? |
| Sublimino, through the monitor, orders them. | |
| Sublimino | All arise and obey my every command every minute of every day. |
| Everyone's eyes widen, and they rise up now under Sublimino's control. | |
| Sublimino | Now, bring me all the riches of this place. |
| Ben | (seeing Gwen start to walk off with the bag and away, with him still handcuffed) Wait, Gwen, come back. |
| Various shoppers begin looting expensive items. Including cars, cash machines, and prize money in jars. | |
| Sublimino | Yes, yes! First the mall, then all of America! There will be no stopping me. |
| Ben needs to find a solution fast before the situation gets worse. Luckily, Ben finds a nearby key maker's booth, and the metal grinder was on. He uses it to grind down the chain metal from his cuffs. | |
| Ben | You may control every last person... |
| Ben transforms into Wildvine and climbs up the mall floors. | |
| Wildvine | ...but what about a plant? |
| Sublimino | You there! "Plant guy." Stop! Obey me.(while an unresponsive Ben blinks) I command you, obey me! (addressing shoppers) Don't just stand there. Stop that plant thing. |
| Wildvine finds that someone is driving a car into him, driving down the escalators with him on board. | |
| Wildvine | (seeing it about to crash) Emergency brake! (stopping the car before it crashes but being sent into a display) Uh! Uh! |
| Gwen and Max then come in another car, and Wildvine was successful in dodging them. | |
| Wildvine | Hey... How come Gwen gets to drive? (seeing the car hit the guard rails) Grandpa! Gwen! |
| He finds Gwen and Max driving off the floor, and Wildvine comes to the rescue before they fall to their doom. | |
| Wildvine | Hang on... (losing grip and landing on the floor but having saved Gwen and Max) Whoa! Oof. Going up! (grabbing the elevator as it ascends) (entering the office through the broken window) Show's over. |
| Wildvine uses the elevator to come up to the security control center where Sublimino is. | |
| Sublimino | Trim that hedge! |
| Sublimino orders 4 elderly citizens armed with chainsaws to take him down. Fortunately, he had the pods on his back that knocks them out. Wildvine's ability to extend his body lets him catch up and constrains Sublimino before he runs away, holding him over a bannister in victory. Wildvine loses him when he reverts back into Ben, and they fall down to the giant clock. | |
| Ben & Sublimino | Aah! |
| Sublimino | You! I will put you in a trance from which you will never recover! |
| Ben | (spinning round the clock face) Aah! |
| Ben grabs onto the second hand, and he takes the watch away from Sublimino. | |
| Sublimino | Give that back you brat! |
| Ben activates the watch and snaps everyone out of Sublimino's trance. | |
| Ben | Everyone, wake up! You're all free! |
| Sublimino | (as everyone comes to their senses) No! No, no! It isn't fair. |
| Ben | Now who's the baby? |
| Sublimino reaches out to get Ben but loses his grip from the clock's hand, falling down and onto a bouncy castle, though still hitting the hard floor in rebound, he quickly makes a run for it, although Max was fast enough to open the display car door and have him run into it. | |
| Max | Looks like your time's up! |
| Gwen | Nice job, Ben... Ben? |
| However, when Gwen tells her cousin what a great job he did, Ben fell asleep on top of the clock because of the lack of sleep he had while under Sublimino's control. | |
| They finally hit the road the next day, and Ben seems to have taken Sublimino's watch as a souvenir. | |
| Ben | Your eyelids are feeling heavy. You are falling into a deep sleep. |
| Max | Hey, Ben, what are you doing back there? |
| Ben | Uh, nothing! (swinging the watch) You are now completely under my power. |
| Gwen | Yes, master. Your wish is my command. |
| Ben | Oh, cool! It worked! Now, get me some ice cream. |
| Gwen | Yes, master. |
| She heads to the freezer to take some out. | |
| Ben | This summer just got a whole lot better. Now, give it to me. |
| Gwen | Yes, master. |
| She puts it on his head instead. | |
| Ben | Hey! |
| Gwen | Ha! Psych! You want anything else, "master"? |
| Ben | (annoyed) Just a different cousin. |
| Gwen | (laughing) |
| Credits Play | |