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Speed of Sound (-)
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Medieval Upheaval Xingo’s World
Speed of Sound


Speaker Dialogue
Theme Plays
Somewhere, the Sonitrain rides by.
Ben Whoa! This train is hype! And we get to ride it.
Gwen Uh, don't say "hype." I'm more interested in meeting Grandpa's friend, Helen Troy. She founded Helen Troy Industries, and she's the one who designed this train. This has got to be her most ambitious endeavor since the AI Ring. She's definitely a hero of mine. Thank you, Grandpa.
Max Yep, you ol' Grandpa's pretty cool sometimes. Although Helen seemed really difficult to get a hold of. She was Phil's old apprentice, so he's the one that got us this opportunity. He said, "Keep an eye on her," whatever that means. I can never tell when Phil's kidding around.
Ben & Gwen Shh! Grandpa, the presentation is starting.
Max Oh.
Voice We here at Helen Troy Industries strive to be at the forefront of technological innovation, from our AI ring to our latest invention, the Sonitrain. And thanks to an anonymous benefactor and cutting-edge sonic technology, Helen Troy Industries has taken public transportation beyond the sound barrier. Helen Troy Industries -- trust us.
Helen Yes and thank you for joining us on the Sonitrain's maiden voyage. I'll be able to answer a limited number of questions at this time.
Gwen (With her hand raised) Oh. Hi. Hello. Gwen Tennyson here. Huge fan. I-I was wondering if you would elaborate on the technology used for the Sonitrain, and could you confirm that the anonymous benefactor is in fact world-renowned physicist Dr. Gustav Pootknocker? And also, could you comment on the ethics and potential danger of hiding information about the Sonitrain to the public?
Helen Uh, I'm sorry. That information is confidential. Ahem, uh, now, if you'll excuse me, I must be going. Uh, please enjoy the journey.
Helen leaves.
Gwen That's weird.
Ben So? All those tech-inventor people are weirdos. What matters is hype inventions.
Gwen Don't say "hype." I thought she was different. But mysterious moneymen? Dodging questions? Something's up.
Max Mm, I agree. It's not like Helen to act so mysterious.
Gwen I'm sure there's some explanation. We should go investigate, but she's probably so busy.
Ben You just want to see her again. She's your hero.
Gwen What? No. Something's up. She might be in trouble. Ok, maybe a little.
Ben Well, come on. I wanna see the control room on this thing.
Gwen This train is such a technological accomplishment.
Ben I bet it's not faster than XLR8.
Gwen Come on, Ben. Whoa!
Ben grabs Gwen and hides behind the control room.
Ben Shh!
Helen I'm not comfortable with these modifications.
Worker Ha, you made an agreement with the boss. I'm just following orders.
Helen This is still my train. We may have made a deal, but these experiments he's doing may compromise the structural integrity.
Worker I'm just doing what I'm told. Talk to him.
Helen I intend to. (She walks away)
Gwen Experiments?
Ben And she's gonna meet with that investor. We have to get to the bottom of this.
Ben and Gwen sneak in, and Gwen turns around and looks at the keycard.
Gwen What in the world?
Ben I didn't know Helen Troy was into dance clubs. Welp, looks like this is the end of the tracks.
Gwen Oh, yeah? I swiped the guard's keycard.
Ben Hoo-hoo! Gwen breaks the rules.
Gwen It's for science.
Ben and Gwen enter the control room.
Ben It's the control room!
Helen Kids aren't allowed here. Uh, please return to your seats. Otherwise, I'll be forced to call security.
Gwen Uh, I still had a few, um, follow-up questions from earlier.
Helen No time for questions. Wait, aren't you Max Tennyson's brood?
Gwen Oh, uh, yeah. I just wanted to ask about the mysterious benefactor. You were always up front about your investors in the past.
Helen Uh, listen, Gwen? Running a company can get difficult.
Lord Decibel And when your ideas start to seem too risky for your typical investor, you turn for help from people with a similar vision.
Ben Decibel.
Decibel That's right. I helped her build this sound-energy train. She may be smart, but she needed my amplifying tech to make this thing a reality. But unfortunately, I'll have to ask you to leave the control room. We're about to see how fast this train can really go.
Helen What W-We're not ready for that kind of test. Th-This train is full of passengers.
Decibel (Chuckles) We're doing the test, and if you try to stop me, I'll wreck your little company from the inside out.
Gwen You can't do this.
Ben Gwen, make sure the other passengers are safe. Heatblast is gonna fry this hype train.
Gwen Don't say "hype."
Ben transforms into Heatblast. Decibel powers up.
Decibel I don't think so, kid.
Heatblast and Decibel fight. Decibel blasts Heatblast out of the control room.
Decibel (Beatboxing)
Heatblast (Groans) Um, sorry. I don't speak sign language.
Decibel blasts Heatblast out of the Sonitrain. Heatblast reverts back to Ben.
Ben Ugh, that hurt.
Gwen Lord Decibel, you're putting everyone on this train in danger.
Decibel locks Gwen out of the control room.
Gwen Helen, don't go along with this!
Helen is debating.
Decibel It's out of your hands, Troy. Let the real show begin.
The train levitates off the tracks.
Decibel Now things get interesting.
Ben (Grunting)' I made it.
The Omnitrix beeps. Ben transforms into XLR8.
XLR8 This is what I call an energy boost!
Gwen Please, Helen, you've got to stop him!
Helen I don't think you understand how long it took to build this company. The sweat and the tears that went into it, all thanks to Mr. Decibel backing my inventions when no one else would.
Gwen tries to get in the control room.
Gwen You're Phil's protégé. You're more than capable on your own.
Helen Sometimes, sacrifices need to be made for the greater good.
Outside the Sonitrain, XLR8 tries to catch up.
XLR8 I'm pushing XLR8 to his limits and can still barely keep up!
Decibel Finally, we dropping the beat.
XLR8 Hey, jukebox for brains!
Decibel What? Are you kidding? At these speeds?
Helen looks outside the window.
Helen No. He's going to ruin everything.
Decibel Not if I have anything to say about it.
Decibel sends the train onto XLR8.
Decibel Let's take this party up.
The train knocks XLR8 back.
Decibel Now, this is the kind of plan I can jam out to.
Helen Excuse me, Mr. Decibel. Uh, maybe we could work something out.
Decibel Oh, Helen, Helen, Helen. I'm not here to negotiate, love. You wouldn't have been able to build this train without my funding. You can trust your company in my hands. Just imagine making a Sonitrain that could go beyond the speed of sound, you breaking a new barrier getting passengers from Michigan to Taiwan in mere minutes.
Helen That does sound amazing. What a future that would be.
Decibel Future? Oh, I'm talking about right now.
Helen Now? I haven't built a Sonitrain like that yet.
Decibel Oh, with my body modifications, we have.
Helen This train can't handle speeds like that.
Decibel How about we find out?
Decibel powers up.
Decibel I can feel the bass drop!
The train's speed is elevated.
Helen Oof! Mr. Decibel, please stop.
Gwen Aah!
Partygoer Aw, harsh, bro.
We go back to XLR8.
XLR8 XLR8 has never not been fast enough, but maybe XLR8 plus gots the stuff.
XLR8 upgrades into Omni-Kix XLR8.
Omni-Kix XLR8 Aah. Even this super suit XLR8 can't catch up. Ugh.
The Omnitrix grants Omni-Kix XLR8 a new ability.
Omni-Kix XLR8 Whoa, what's going on? Yo! Back booster? That's more my speed. New ability unlocked, Pedal to the metal! Whoo-hoo!
Omni-Kix XLR8 catches up to the Sonitrain.
Omni-Kix XLR8 Okay, caught up. What do I do now?
Gwen Helen, are you okay?
Helen I'm sorry, Gwen. I let my drive for high-speed ingenuity get in the way of honest research and development.
Gwen It's okay. Your technology has helped so many people. Just double-check if your top financial benefactor is a super villain next time.
Helen You're right. I've worked too hard.
Gwen Helen?
Helen I'm okay, but he won't be.
Decibel A-Ahem, you know I can't hear you, right? We're in the same room.
Decibel locks Helen out of the control room.
Decibel Neither you nor that alien brat will stop me.
Omni-Kix XLR8 This might not be the greatest plan, but I don't know how to fight a train.
Omni-Kix XLR8 charges into the train.
Omni-Kix XLR8 I have song requests!
Gwen Whoa. What happened to XLR8?
Omni-Kix XLR8 No clue.
Decibel Enough! You're not stopping me, no matter how many times you change your little alien outfit.
Helen If I use my ring, I might have a way to un-jam the door.
Gwen Now, that's what I'm talking about!
Helen activates her AI Ring.
Helen Laser mode initiated!
Omni-Kix XLR8 Let's see if you can take a gale-force head to your butt!
Decibel stops XLR8 with his powers.
Omni-Kix XLR8 I can't move. I might yarf in this helmet.
Decibel Stop yammering!
Decibel tries to take the Omnitrix.
Decibel I'm going to rip this annoying device from you once and for all.
Gwen Ben, just -- just hang in there! We're almost inside!
Decibel Just a little more...
The Omnitrix is surging.
Omni-Kix XLR8 Oh, something's about to happen. I hope it's not my lunch.
Suddenly, Omni-Kix XLR8 switches into Omni-Kix Four Arms. OK Four Arms and Decibel are on top of the Sonitrain.
Decibel Huh? Hands?
OK Four Arms attacks Decibel.
Omni-Kix Four Arms Don't mind if I hand in. Also, how did you switch my aliens?
Decibel I was trying to end you!
Helen We're in!
Gwen Where did they go? Well, that isn't good.
Helen We need to remove the power source from Decibel and the train. (Gives Gwen her ring) Gwen, I bestow to you my ring device. You untether Decibel's cable, and I'll take control of the train.
Omni-Kix Four Arms I don't think the Omnitrix can handle the overtime. (Chuckles) Good one, me.
Decibel power up into a robot and grounds OK Four Arms. OK Four Arms attacks, but misses.
Omni-Kix Four Arms Uh, I think the Omnitrix overload is messing with my aim. Crud.
Decibel attacks, but OK Four Arms moves out of the way.
Omni-Kix Four Arms I beat you with no hands.
Decibel Aah!
Omni-Kix Four Arms Not sure how your co-workers are gonna feel about those, though I can lend you a hand or two.
Decibel Let's end this, kid. I've got a company to run.
Decibel realizes that OK Four Arms' hands returned.
Helen How are you doing, Gwen?
Gwen (Cutting the cable) Almost... Got it.
Helen Roger.
Helen destroys Decibel's power feed.
Decibel (Grunts)Bold My power feed? Aah!
Omni-Kix Four Arms Hand time!
OK Four Arms slams Decibel down. After stopping Decibel, Ben falls off the Sonitrain.
Ben (Groans) I think I'm aliened out for the rest of the summer.
Gwen I hope you'll be able to recover from all this.
Helen I will. I've rediscovered my motivation. Thanks.
Max What happened here? Well, Helen, I warned you the world wasn't ready for flashy trains.
Ben Ugh. I know I'm not.
Credits Play.
Ben 10 Episode Transcripts
Season 1 Waterfilter • The Filth • Clown College • The Ring Leader • Take 10 • Ben 24hrs • Freaky Gwen Ben • Rustbucket RIP • The Clocktopus • Growing Pains • Villain Time • Something I Ate • Don't Let the Bass Drop • Cutting Corners • Animo Farm • Riding the Storm Out • Need for Speed • Brief Career of Lucky Girl • Forgeti • Shhh! • Bright Lights, Black Hearts • Adventures in Babysitting • Steam is the Word • Recipe for Disaster • All Wet • Story, Bored • Xingo • Drive You Crazy • Scared Silly • Hole in 10 • The Beast Inside • Tomorrow Today • Bad Penny • Max to the Max • Zombozo-Land • Don't Laze Me, Bro • Omni-Tricked: Part 1 • Omni-Tricked: Part 2 • Omni-Tricked: Part 3 • Omni-Tricked: Part 4
Season 2 Out to Launch • Can I Keep It? • Battle at Biggie Box • Bon Voyage • The 11th Alien: Part 1 • The 11th Alien: Part 2 • Mayhem in Mascot • Screamcatcher • Vote Zombozo • Animorphosis • High Stress Express • Creature Feature • Drone On • Safari Sa'Bad • The Nature of Things • Assault on Pancake Palace • Bomzobo Lives • The Sound and the Furry • King Koil • Reststop Roustabout • That's the Stuff • Half-Sies • Xingo's Back • Bounty Ball • Fear the Fogg • The Charm Offensive • Super-Villain Team-Up • The Feels • Chicken Nuggets of Wisdom • Past Aliens Present • Double Hex • Ye Olde Laser Duel • Ben Again and Again • All Koiled Up • Dreamtime • Innervasion Part 1: Message in a Boxcar • Innervasion Part 2: Call the Dream Police • Innervasion Part 3: Strange Bedfellows • Innervasion Part 4: Mind Over Alien Matter • Innervasion Part 5: High Override
Season 3 Omni-Copped • This One Goes to 11 • Moor Fogg • Rath of Con • King of the Castle • Speechless on the Seine • Poles Apart • Show Don't Tell • Don't Touch • Big in Japan • Welcome to Zombozo-Zone! • Bridge Out • Cyber Slammers • Big Ben 10 • Beach Heads • LaGrange Muraille • Charm School's Out • Billy Bajillions • Franken-Fight • Buggin' the Buggs • Which Watch • Baby Buktu • Them's Fightin' Words! • Lickety Split • Mutiny for the Bounty • The Chupaca-bro • Buggy Out • Introducing Kevin 11 • Four by Four • Cirque-Us • Forever Road • The Bentathlon • Beware the Scare-Crow • The Night Ben Tennyson Came to Town • The Claws of the Cat • Prey or Play • And Xingo Was His Name-O • Fear in the Family • Roundabout: Part 1 • Roundabout: Part 2
Season 3 Extra Xingo Nation • Heads of the Family • My Bodyguard • Wheels of Fortune • Heat of the Moment • Vin Diagram • A Sticky Situation • What Rhymes with Omnitrix? • You Remind Me of Someone • Adrenaland Jr. • Steam Fight at the OK Corral • I Don't Like You
Season 4 Gentle Ben • Funhouse • Summer Breakers • The Monsters in Your Head • Tokyo Fun, Part 1: Big Bugg Bash • Tokyo Fun, Part 2: Slamming It Up • Queen of Bees • Falls, Falls, Falls • The Greatest Lake • Mud on the Run • Chicken In Chichen Itza, Part 1: Pyramid Scheme • Chicken In Chichen Itza, Part 2: The Wages of Fear • It's Story Time • Cosplay Day • Bottomless Ben • Tales from the Omnitrix • Ben in Rome, Part 1: A Slice of Life • Ben in Rome, Part 2: The Bee's Knees • Party Poopers • Wind Some, Lose Some • Digital Quality • Tim Buk-TV • Growing Up is Hard to Do • The Hex Factor • Sweet Tooth • Medieval Upheaval • Speed of Sound • Xingo’s World • Tummy Ache • Players of the Lost Park • De-Fanged! • Mock 10 • RekoilBuktu the Future
Season 4 Movie Ben 10 Versus the Universe: The Movie
Season 5 Specials Ben 10,010Ben Gen 10Alien X-Tinction
Specials Crossover Nexus