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A Small Problem Secrets
Side Effects

Prologue

Speaker Dialogue
A wrecking ball smashes into a run-down apartment building. The wrecking ball operator smiles to himself.
Joe Gettin' paid to smash stuff! Haha! You gotta love this job!
He goes for another whip into the building. It creates a big hole, a hole from which a man silently appears. The operator's coworker sees him and panickingly yells at him to stop. The man in the building is wearing a brown coat, has pale blue skin, and roaches crawling all over him.
Clancy (calmly) Get out of our home.
Joe Yeah. (laughing) Well, I hate to break it to you, pal, but this building's condemned by order of Ms. Liang.
Bob Yeah, so move it or lose it! This place is comin' down, like it or not!
Angry, the man sends a swarm of insects flying out from his hands. The clipboard worker runs away; the bugs swarm the wrecking ball operator before he can get away. He yells as they surround his body and move him up in the air. They bring him up to the the man.
Joe Get these things offa me!
Clancy Well, if you think we're bugging you now...
Theme Plays

Act 1

Speaker Dialogue
A red sports car speeds down a road. The driver checks his rear-view mirror with a smile on his face.
Robber Ooh, they'll never catch me!
The Rustbucket drives after on that same road. Gwen, sitting in front with Max, looks out her window.
Gwen There he is!
Max You sure?
Gwen Totally.
Max smiles. A motorcycle with no driver passes the Rustbucket and drives off after the car. The motorcycle is black with green stripes and has an eye in front. Upgrade! As the robber's car whips through dense traffic, Upgrade decides to steer away and take the sidewalk.
Upgrade (passing people on the sidewalk) Look out! One side! Coming through!
Back on the road, Upgrade notices a car-carrying semi behind the car. Upgrade pulls a wheelie and aligns with the back ramp of the truck, using it to launch himself in front of it. The robber sees him and steps harder on the gas. Coming up for both of them is a light going from green to yellow to red. The robber decides to run it, and makes it just before an RV starts driving in front. Upgrade slides underneath the RV and catches up.
Upgrade Hey!
Robber (hearing him behind) Huh?
Close enough, Upgrade uses his eye to blast a laser at the trunk, blowing it clean off. Stolen bills come flying out of the trunk.
Upgrade Some people just can't hang on to their money.
Out of the side of his front wheel, Upgrade forms an energy spike. He speeds up to the car's back wheel and drives the spike into it, causing the car to spin out of control and safely crash into some parked cars. Upgrade drives himself up to the reeling driver to show himself, no driver and all.
Robber No way!
Upgrade burns rubber, pushing exhaust in the robber's face. He runs off once police cars start coming in the distance. As he turns the corner, he stops at a parked ice cream delivery truck.
Upgrade Well, I did just nab a bad guy...
Upgrade gets out of the motorcycle and opens the back hatch. There's tons of boxes of ice cream.
Upgrade Now we're talking!
Max and Gwen watch the robber get arrested.
Robber Look, I'm telling ya. Tha-that motorcycle, i-it was driving itself!
Max (to Gwen) Where's Ben?
Gwen Long chase, hot day, I'm thinking...?
She motions to the ice cream truck right behind her. Max opens up the back, inside is a shivering Ben holding a partially bitten popsicle.
Max You okay?
Ben's nose is dripping. He sneezes and rubs it.
Max I'll, uh, take that as a "no".
Back inside the Rustbucket, Ben lies in bed and Max takes a thermometer out of his mouth.
Max Well, 101. Sorry, Ben, it's official: you have a summer cold.
Gwen Maybe from now on you'll think twice before having snack time inside an ice cream truck!
Ben feels a sneeze winding up. He grabs some blue clothing and uses it to rub his nose.
Gwen Hey! That's my new blouse!
He sneezes right into it. His voice is stuffy.
Ben Maybe from now on you'll think twice about leaving your new clothes just lying around!
Gwen goes back to pulling various things out of a box.
Gwen Cold tablets, decongestant, cough suppressant, hospital mask...
Ben (sitting up) I don't need all that junk.
Gwen They're not for you, dweeb! They're for me! Once a bug like that gets out, there's no stopping it!
Ben (to Max) Why don't you just lock me away in some closet somewhere until I'm better?
Gwen (gasps) Can we, Grandpa? Pretty please?!
Max All Ben needs is a dose of my famous "San Ju Yen Pien" cold remedy. Let's go! Chinatown's just down the block.
In Chinatown, a parade is going on. Many people are watching a red dragon puppet and some costumed actors walk past. Max and the kids walk out of a drugstore with a green jar.
Max You know it's so hard to find fresh potaikadon root anymore. It's all freeze-dried nowadays.
Ben (coughs) Can I get a milkshake or something? Ugh, my throat is killing me!
Max Don't worry. The stinkweed honey in the San Ju Yen Pien coats your entire esophageal area!
He hands Ben the jar. Ben opens the lid and smells what's inside.
Ben UGH! (quickly closing lid) And that's a good thing...?
Gwen So, where exactly did you learn how to make this stuff, Grandpa?
Max I picked it up from a monk in Guangdong, China.
Gwen crosses her arms.
Max They have plumbing in China, too, you know!
A councilwoman starts to make a speech at a podium in the center.
Liang Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program. It's truly a dream come true!
A wasp lands on her microphone. Some more buzz around the crowd. Hundreds more show up. The crowd starts panicking. The councilwoman looks above her and sees the man, Clancy, standing on a hovering "raft" of bugs.
Clancy Better make that a nightmare, councilwoman!
His eyes glow and thousands fly into the crowd.
Gwen Wasps!
They swarm everyone, chasing them out of the center. Someone drops their ice cream, someone else falls into some boxes, others drop to the ground as the swarm flies just above them. Ms. Liang looks up at Clancy.
Clancy You're NOT tearing down our apartment building. We won't let you!
Liang You're the nutjob who wouldn't leave!
Clancy Nice to know we've made an impression.
His eyes glow once more. Thousands of bug instantly swarm Liang, from her legs up to her neck, lifting her up to Clancy.
Liang What are you doing?
Clancy Just bringing you home for dinner... You're the MAIN COURSE!
Her eyes widen. Ben wipes the snot off his nose and activates the Omnitrix.
Ben This looks like a job for...ah, aH, AH-
He slams it down, turning into Wildmutt. Wildmutt completes Ben's sneeze, while his snot-covered gills try to locate his surroundings. All that he's able to see is a few dots in a black void. He scratches his chin, desperately trying to sniff around. He starts running in a direction until he smacks into a venue, gets up, shakes his head, and runs elsewhere, this time smacking into a pole. After getting up, he lets out a low growl, starts gagging, then leaps away.
Gwen Has Ben gone rabid or what?
Max Ben's cold must be affecting Wildmutt's sense of smell! With his schnoz clogged, he can't tell where he's going!
Gwen OK, furball!
Gwen jumps on Wildmutt's back.
Gwen I'm driving!
Gwen struggles to hold on.
Gwen Go left!
Wildmutt spins around.
Gwen No...your other left!
He roars and runs off in another direction. Gwen steers him around some frightened people. She can barely keep her eyes open, but when she opens them, she sees they're running into a tent with boxes and gasps. Wildmutt knocks into the boxes and runs off, bucking her into them and causing one to fall on her and trap her. The boxes are full of fireworks, some littered on the ground with her. In the swarm, a random wasp cuts a line of lanterns. One lantern rolls out of control, catching itself on fire. It rolls up to a banner right in front of Gwen and lights it up. As she struggles the fire grows in front of her.
Gwen HELP!

Act 2

Speaker Dialogue
The fire starts coming close to Gwen, and a spark starts travelling up the line which leads to a box of fireworks next to her. Max comes running to her with a cart full of dumplings in soup. He dumps the lot on to Gwen and the boxes, extinguishing the flames.
Gwen Phew. Thanks, Grandpa!
Max Just hope you don't mind smelling like chicken dumplings.
Meanwhile, Wildmutt runs in front of them with a trash can on his face, crashing into something. Max and Gwen look at each other.
Back in the Rustbucket.
Ben Ouch! Oh man, just when I thought it couldn't get any worse!
Max Here, this will help.
Max hands him a jar of the green-colored cold remedy. Ben sniffs it.
Ben Ugh! Yuck!
Max Don't worry, it smells worse than it tastes! Or, is that the other way around...? It's not just you I'm worried about. Seems like your bug has spread to all your aliens as well. No telling how it'll affect them.
Ben agreeably looks at the jar and takes a swig of the drink. He instantly cringes.
Ben That was so grim...
Max Heh, don't worry. After ten or so doses, you'll start to get used to it.
Ben Ugh... I don't know what's worse, the cold or the cure!
Gwen Got it!
Gwen has been busy searching on her laptop.
Gwen 'Bug guy' said something about knocking down his apartment building. Well, the only apartment downtown left for demolition is at 8610 Chester Street!
While Max is listening to her, Ben secretly hides the San Ju Yen Pien in a drawer.
Ben Ssso what Grandpa doesn't know - won't hurt me.
At Clancy's apartment, spiders crawl up Liang's dress.
Liang (shuddering) Please...don't hurt me!
Clancy steps out from the shadows.
Clancy Mmmm, black widows... You shouldn't make any...sudden moves.
Roaches watch Clancy as he continues talking,
Clancy Our grandfather built this building. We grew up here! Just me and my little friends... They are the only ones who understand, and no one is evicting us!
The Rustbucket pulls up to the tattered broken building.
Gwen Nice place to visit, but I wouldn't want to live here.
Max Let's all stay together.
The Tennysons move through a hallway, keeping weary of holes in the crumbling floor. With every step, a loud creak. Max has to lower himself under a fallen beam. Spiders crawl on the beams above them. Ben splits up, looking down the rest of the hallway, while Gwen and Max investigate a room. Max reads some newspaper clippings, tacked to the wall. Most have pictures of bugs; one headline about cockroaches reads "BUGS SURVIVE NUCLEAR BLAST".
Max They've gotta be here somewhere!
Gwen kneels down at a gigantic nest in the room. Spiders and flies chitter as she gets near.
Gwen (nervous) Something tells me we're getting close...
Max Where's Ben?
As they walk to the door, a big giant shadow steps in, with four eyes and antennae.
Gwen (screams) MEGA BUG!
The creatures steps into the light! ...And it's Four Arms, holding his fingers up like antennae.
Gwen Ha-ha, real funny!
Four Arms (smirking) I thought so.
Liang Help!
Max That came from right above us!
Four Arms I'm on it!
Four Arms bursts through the door frame and grabs Gwen and Max with his lower arms. Gwen notices his armpits are covered in pink hives. She plugs her nose and fans it. Max too. Four Arms sniffs himself.
Max It's your hives. The cold must have turned them into puss-filled pockets of-
Gwen Pure putridness.
Four Arms I can't help it. I'm sick!
Gwen You're telling me!
Regardless, Four Arms leaps up into the floor above. He drops Max and Gwen, who spot Liang curled up on the floor, spiders crawling all over her. Max runs over to her.
Liang Stop! (hushed) Black widows!
Gwen There's gotta be some way to help her-
Just then, Four Arms violently sneezes. His green mucus flies all over Liang. Surprisingly, she's now completely rid of them.
Four Arms Oops.
Liang Eugh. (Mucus drips off her face.) Thanks.
Four Arms Don't mention it.
As Max helps her up, Clancy appears from the shadowy ceiling beams above them.
Clancy You are trespassing.
His eyes light up. Many red bugs suddenly swarm into a big wave, towering over Four Arms and knocking him back. Clancy leaps to another beam and hisses.
Clancy We will rule mankind!
The wave of bugs turn towards Max.
Gwen Grandpa, look out!
He dodges before they break a hole in the spot he was standing on. Termites suddenly swarm under Gwen's feet.
Gwen Termites! Ahh!
The floor is quickly eaten from below her. Gwen hangs from the edge of the dent in the floor. Liang helps her up.
Four Arms You want to be king? Get ready to be crowned!
Four Arms starts charging toward Clancy. His eyes light up and thousands of red bugs swarm Four Arms' feet and travel up his legs. He suddenly starts hopping on one foot and scratching his infested leg.
Four Arms Aaaagh! Aaants in my paaants!
Four Arms starts scratching all over. Max jumps out of the way before he comes hopping into him. As he scratches, he punches holes in the walls and bashes beams.
Clancy You're destroying our home!
One beam causes the ceiling to start crumbling.
Clancy Nooo!
Clancy's eyes glow in anguish. Wasps come, forming a bubble around him.
Gwen The whole place is coming down!
Liang We have to get out of here!
Max No time!
The entire apartment building comes crashing to the ground, all with the Tennysons, Liang, and Clancy still inside.

Act 3

Speaker Dialogue
The Rustbucket is now parked next to a sea of rubble and dead bugs. Four Arms lifts a large slab off his shoulders, having protected Max, Gwen, and Liang. Falling on his back in exhaustion, he groans, right as the Omnitrix starts timing out. Ben pops up.
Ben Ugh, it's a good thing I can't feel my head.
As they get up, Clancy rises out of a small pile of bugs. He grabs handfuls of them, all dead.
Clancy No, no, NO! ...You will all be sorry. We will exterminate the entire city!
Clouds of wasps suddenly come from all corners of the sky and meet in the middle, dropping down as a tornado, picking up Clancy, and carrying him away.
Liang This has been a really weird day...
Gwen Welcome to our world.
Ben At least my hives are gone!
Liang Where'd that smelly four-armed guy go? I wanted to thank him.
Ben I'll let him know.
Max Can you find your way back home?
She nods and walks away.
Ben So, where do you think 'bug-brain' crawled off to?
Max thinks and spots a local power plant off in the distance.
Max Only one way to exterminate a whole city...
The Rustbucket rushes off to the plant. Ben sits in the front seat, shaking.
Ben Turn on the heat, Grandpa! It's freezing in here!
Max It's already on, Ben. But you're shaking like an earthquake! Gwen, get him another dose of my San Ju Yen Pien!
Ben No-no-no! I mean...I just finished it off! Heh. All gone! I'm sure it's gonna start working ANY MINUTE now!
Gwen Wow, listen to this! Ants can lift 10 times their own body weight, grasshoppers can leap 100 times their length, and cockroaches can hold their breath for over an hour!
Ben We don't need their résumés, we need to know how to squash them!
Gwen Duh! I'm saying insects are pretty tough little suckers! Short of another ice age or a tanker full of pesticide, looks like holding a "bug barbeque" is our best option!
Ben (gripping the Omnitrix) And I know just the chef...
They arrive at the plant, bugs in the air outside. Inside, the Tennysons walk down an empty hallway. An alarm suddenly goes off and red lights start flashing.
Ben What's happening? I-Is that bad?
Gwen (sarcastically) No. I'm sure anytime an alarm goes off inside a nuclear plant, it's good news!
Plant Intercom Core temperature rising. Approaching critical.
Max He must be fooling around with the reactor's controls. Let's go!
They run to the control room. Smoke and electricity is billowing out of a bunch of broken control panels.
Plant Intercom Core temperature critical. Meltdown imminent.
Max All the controls are smashed! We'll have to shut it down manually.
Ben How do we do that?
Max points to the main cylindrical core that the control room overlooks.
Max Just outside the reactor core, there's an emergency override system.
Gwen Let me guess? You learned about nuclear reactors from a monk in China.
As Gwen leans on a panel, she spots a bug crawling up next to her. Clancy walks in to the tune of his flies' buzzing.
Clancy Came for a front row seat?
Ben If this place goes nuclear, you're gonna wind up blowing along with the rest of us!
Clancy We don't think so.
Clancy holds out his hands. Cockroaches come out of his sleeves and surround them. They come out of his pant legs too and travel up his body. Wasps, cockroaches, and others swarm his entire body and grinning face. They form into a giant bug-filled figure.
Clancy When the reactor goes super critical, we'll be snug as bugs in a rug!
Gwen Of course! Scientists think cockroaches are the only things that would survive the blast!
Ben So, the guy's gonna wear a bug suit to protect himself from the meltdown?
Ben activates the Omnitrix and turns into Heatblast. As he walks forward,
Gwen Wait! Something's weird about you...
All of Heatblast's fire is now strangely blue.
Heatblast We don't have time for you to diss me! You guys shut down the reactor, I'll take care of 'Bugsy'.
Heatblast leaps at Clancy, but he smacks him away into a window. As he walks over to him, Gwen and Max run out of the room. Clancy sees them.
Clancy You can't escape us.
He sends a swarm of bugs flying after them.
Heatblast That's it. Time to turn up the Heatblast around here!
Heatblast cups his hands and throws them forward, but nothing shoots out. He instead sneezes.
Heatblast Hey, what happened? You should be a bunch of briquettes by now... (realizes) My cold! it froze my flames!
Clancy punches him.
Gwen and Max run through a hallway. Max looks behind him.
Max Uh oh. (to Gwen) Remember the old expression, "mean as a hornet"?
Hornets are flying after them.
Plant Intercom Meltdown in five minutes.
As Gwen and Max turn a corner, they run over to a hose coiled up on a wall. As the hornets catch up to them, Max turns on the water and Gwen sprays. They all start dropping.
Clancy holds Heatblast in his hand and throws him across the room. On his knees, Heatblast looks up as Clancy walks up to him.
Heatblast Oh, man. (holds up his hand) Maybe we could talk about this?
Suddenly, out of his hand, ice starts shooting out and freezing Clancy.
Heatblast (amazed) Hey.
Max and Gwen make it to the reactor room.
Plant Intercom Core temperature critical. Meltdown in one minute.
As they stare at the core, bugs start crawling up behind them.
Heatblast freezes a bit of Clancy's arm. Clancy pauses, then decides to run toward Heatblast, tackling him through the window and into the reactor room. Inside, Max is accessing the emergency override controls, while Gwen is working up a sweat sweeping away a swarm of bugs.
Gwen Grandpa, I can't hold these bugs off much longer!
Plant Intercom Meltdown in 30 seconds.
The swarm quickly stops as Heatblast freezes them in midair. He then rides the frozen end of his projectile down to the ground.
Heatblast Somebody call...for a hero?
Gwen I don't get it. Since when are you an automatic ice cube maker?
Heatblast Heheh. I guess for some aliens, 'getting a cold' isn't just an expression.
Max I can't override! All the manual controls have overheated!
Clancy gets to his feet and starts to charge Heatblast.
Max Ben, look out!
Heatblast cups his hands and charges an ice blast. He then whips around and fires it, completely engulfing Clancy and freezing his bug suit in a block of ice.
Plant Intercom Core meltdown in ten-
Heatblast Stand clear, I've got an idea!
Plant Intercom Nine - Eight-
Heatblast starts firing ice into the reactor core.
Plant Intercom Seven - Six - Five - Four-
Steam starts coming out. Gwen and Max are slack jawed as ice surrounds the core.
Plant Intercom Three - Two...
Heatblast is determined.
Plant Intercom ...Core temperature falling.
Heatblast collapses. The entire core is covered in ice.
Plant Intercom Returning to below critical limits.
Gwen All right!
Max Way to go, Ben!
Heatblast Thanks, heheh. Now, can we please get some hot chocolate or something?
He sneezes as they look at the Clancy cube, still not moving.
The Rustbucket drives off. Ben lies down in the back.
Ben Bad guy's on ice, the reactor's chillin', and I think (sigh) that that steam knocked out the last of my cold!
Max Don't you just love it when everything works out?
As Gwen gets a milk carton out of the fridge, she spots a cockroach by her foot and raises it to crush it.
Gwen Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me! Ugh...
Suddenly, thousands of bugs enter through the Rustbucket's door and windows.
Gwen Ahh! Company! Lots of company!
She drops her milk. Ben leaps away from the walls. Max parks the RV and gets out of the driver's seat. The door is suddenly opened by Clancy, still in his bug suit. He steps inside and retracts the swarm from his face.
Clancy We didn't appreciate that cold shoulder you gave us at the power plant!
Max tries to punch from behind. Clancy grabs him and throws him back. As he diverts his attention to him, Gwen grabs a fire extinguisher and Ben tries the Omnitrix.
Gwen I thought you turned 'Mr. Bug' into a snow cone!
Ben Me must've thawed out!
The Omnitrix is inactive.
Ben Oh man! We're on our own. Any ideas how to get rid of 'em?
Gwen Not unless you've got a 6-foot candy bar to tempt them with!
He gets an idea.
Ben Nope! But I have the next best thing!
Ben runs to the back. Clancy is now holding Max up by the neck.
Ben Come and get it!
Ben holds up the jar of San Ju Yen Pien. Its intense smell attracts all the bugs to it, even off of Clancy's suit.
Clancy What's happening?! Stop!
As the bugs reach Ben, he throws the jar out the window.
Ben Fetch!
All the bugs spill out the window as the jar falls into the river below. Clancy chuckles nervously as Max walks up behind him. He gets punched out of the RV and into the road.
Gwen Good. That guy was really starting to bug me!
Clancy lowers his head, knocked out.
Max I'm calling the police. I'll be right back.
Gwen Ah, ah, AH-CHOO! (voice stuffing up) Oh no...
Ben Hey! What do you know? Everything really did work out after all!
Gwen sneezes some more.
Credits Play
Ben 10 Episode Transcripts
Season 1 And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedLast LaughKevin 11Tourist TrapThe AllianceLucky GirlA Small ProblemSide EffectsSecrets
Season 2 TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersGhostfreaked OutUltimate WeaponCamp FearTough LuckThey Lurk BelowDr. Animo and the Mutant RayBack With a Vengeance
Season 3 Midnight MadnessBen 10,000A Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsMonster WeatherThe UnnaturalsThe VisitorThe ReturnBe Afraid of the Dark
Season 4 Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. Negative 10: Part 1Ben 10 vs. Negative 10: Part 2Goodbye and Good Riddance
Movies Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens