Ben 10: Omniverse: Season: 3 Episode: 2

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Showdown: Part 1 Tummy Trouble

[ Loud explosion ]

[ Rumbling ]

Malware: [ Screams ]

[ Loud explosion ]

Ben Tennyson: [ Moans in pain ] Anybody else hear about a million little bells?

Rook Blonko: Is it safe to assume that was Malware's doing?

Azmuth: Obviously.

Ben Tennyson: But if Malware was on the moon when it blew, problem solved. Right?

Azmuth: No, Tennyson, I think our problems are just beginning.

Galvan Soldier: First thinker, the defensive grid is down.

Azmuth: Man the particle cannons.

[ Beeps ]

(Ben transforms into NRG)

[ Laser Gun whirring ]

Zed: [ Whimpering ]

Galvan Soldier: [ Screams ]

NRG: Those rocks, they aren't rocks.

Azmuth: Malware. He's been scattered over half the planet by now.

NRG: [ Sarcastically ] Wonderful. It's raining psychopaths.

Pakmar: Pakmar demands satisfaction!! Pakmar demands restitution!!! Pakmar demands . . . AN APOLOGY!!! YOU, colorful shirt man, you are related to that . . menace, that hooligan, that qwezot in Pakmar's marflarb!!!

Max Tennyson: Uh, you must mean Ben.

Pakmar: The very one. You know what this scoundrel has did?

Max Tennyson: Now, Mr. Pakmar, I'm sure Ben had some reason.

Pakmar: Pakmar is but a simple merchant, trying to provide for his wife and...487 children. But Ben Tennyson makes this impossible!

Max Tennyson: Find Ben and get him in here.

Plumber: I'm not seeing Ben Tennyson anywhere in this sector, Magister.

Max Tennyson: Let me see that.

Plumber: I can run the scans again.

Max Tennyson: No. I have a better idea.

[ Omnitrix powers down ]

Ben Tennyson: So, what's our next move? How do we fix this?

Azmuth: How should I know?

Ben Tennyson: Seriously? You're the smartest guy in three galaxies?

Azmuth: Five, actually, but who's counting?

Ben Tennyson: Whatever. You've got to know something.

Rook Blonko: Uh, if I may interrupt.

Azmuth: It's not like this has ever happened before. I'd need to examine what's left of that moon to assess the situation.

Rook Blonko: That might have to wait.

Malware: Azmuth! Where you gave life, I have brought destruction. Your favored creations are no more.

Azmuth: Sowing chaos doesn't take any special talent, Malware. If that's the best you can do, I'm not impressed.

Malware: No, nothing I do could ever impress you, could it, father? In your eyes, I am nothing but your failed experiment, your shame.

Azmuth: My only shame is that I have been unable to heal your pain. But it's not too late. Give up this vendetta of yours, and we'll work together to make you whole.

Malware: [ Screams ] Lies! Even now you conspire against me. It is too late. [ Grunts ]

(Ben transforms into Humungousaur)

Humungousaur: Oh.

Malware: [ Grunts ]

[ Loud thud ]

Rook Blonko: [ Gasps ] My Proto-Tool! [ Gasps ]

Malware: (about the Proto-Tool) What a clever device. It must have a million uses. (points it at Humungousaur) But I'm only interested in one. You cannot win. Even now, there are pieces of my body working their way to the planet's core. I shall corrupt this world from within, devouring every molecule, until Galvan Prime becomes Planet Malware! But, first, I shall devour you.

Humungousaur: [ Grunts ] [ Grunting ] Rook, get Azmuth out of here!

Malware: No! No one leaves!

Humungousaur: [ Sighs ]

[ Omnitrix powers down ]

Max Tennyson: Come on!

Rook Blonko: Ben! He's...

Gwen Tennyson: I've got him!

Rook Blonko: Magister, how did you...

Max Tennyson: When you didn't show up on any scan, I figured something was wrong, so I called Gwen.

Gwen Tennyson: I'm kind of an expert at tracking Ben's mana.

Max Tennyson: How is he?

Blukic: He'll come around in a few hours.

Ben Tennyson: [ Coughs ]

Driba: Or now. Could be now.

Ben Tennyson: Ugh. Anybody got a mint? My mouth tastes like Malware. Ugh.

Azmuth: Fortunately, the debris from the explosion of Galvan B came down over a localized area.

Ben Tennyson: That's, like, half the planet!

Azmuth: Yes, but the rest is unaffected. However, it's only a matter of hours until Malware's feelers reach the planet's core. Once that happens, there will be no way to stop him from absorbing and corrupting everything. Malware himself will become a living planet, and a heavily armed one, at that.

Driba: Uncool.

Blukic: Definitely uncool.

Kevin Levin: Absolutely uncool. So, what's the plan?

Azmuth: I designed Galvan Prime with a series of firewalls to insulate sections of the planet from each other in case of a viral attack. If we can activate the disruptor fields in these firewalls, we should be able to prevent Malware from reaching the core...briefly.

Ben Tennyson: Briefly?

Azmuth: I'll know more once Rook, Gwen, and I return from what's left of Galvan B. There must be some answers up there.

Kevin Levin: For a super genius, that's not a very inspiring plan.

Gwen Tennyson: Have you got a better plan?

Kevin Levin: Just saying...

Ben Tennyson: You said "if we activate the firewalls." There's something you're not telling us, isn't there?

Azmuth: I was getting there. The firewall controls were damaged by the shock wave. The central relay station is here, on the edge of the red zone.

Ben Tennyson: So, you need us to keep Malware busy while the wonder twins here fix the controls.

Driba: We might possibly resent that reference.

Blukic: If we knew what it meant.

Ben Tennyson: You and me together again, huh?

Kevin Levin: How come every time you say that, I end up getting shot at?

Max Tennyson: Are you sure you don't have any bigger jet-packs? Oh. Oh, ho.

Azmuth: Malware is just ahead. There's a security garrison here that may help us, If there's anyone left.

Ben Tennyson: Love that sunny outlook.

Kevin Levin: Hey, don't go getting any ideas about my girl.

Rook Blonko: Not to worry. Gwen is only attractive by Human standards.

Gwen Tennyson: Um... (gets interrupted by Ben)

Ben Tennyson: It's true. I've seen Rook's home-world. No comparison.

Gwen Tennyson: (gets annoyed) I am sitting right here!

Kevin Levin: So, to him, Gwen's like what, an Orangutan with glasses? (Ben laughs and Gwen shows her mana. The Proto-TRUK opens the door and Ben and Kevin are released from the ship)

Gwen Tennyson: Love ya! Bye! (The Proto-TRUK closes the door leaving Ben and Kevin sky falling)

Kevin Levin: Any time now, Tennyson!

Ben Tennyson: I'm trying to dial in a flyer!

Kevin Levin: Haven't you figured that thing out yet?

Ben Tennyson: [ Screams ] (Ben transforms into Way Big)

Kevin Levin: Ugh!

Way Big: Way Big?

Kevin Levin: [ Screams ] What happened to Malware? Did he soak into the ground or something?

Way Big: Beats me. Maybe I splattered him.

Kevin Levin: Nah. It's never that easy.

Way Big: Go muster the troops. I'll keep an eye out for Malware.

Kevin Levin: [ Grunting ] On it.

Zed: [ Growling ]

Max Tennyson: Well?

Driba: I've seen worse.

Blukic: Hm. But this is at least top five. Uh, bottom five.

Way Big: Gotcha! [ Laughs ] Ew! Gross! Whoa!

Zed: [ Growling ]

Kevin Levin: [ Grunting ] Come on, cut it out, will ya?

Blukic: We need it for the copper.

Driba: And your belt buckle.

Max Tennyson: What? Why would you possibly need my belt buckle?

Blukic: [ Clears throat ] Would all the geniuses in the room kindly raise their hands? (Blukic and Driba raise their hands)

Max Tennyson: All right, fine.

[ Buckle clinking ]

Driba: And your shoelaces.

Malware: You return to face me again, after I nearly destroyed you? You are a fool, Ben Tennyson.

Way Big: Yeah? Well, it takes one to know one! Hyah!

Malware: [ Grunts ]

[ Loud explosion ]

Zed: [ Whimpering ]

Azmuth: They seem to in remarkably good condition. Yes, I think I can work with these. Do either of you have any pocket change?

Way Big: [ Grunting ] [ Gasps ]

Malware: Do you see how your loyalty to Azmuth is repaid?

Way Big: [ Grunting ]

Malware: Only despair and utter destruction await you. Even now, part of me nears the core.

Max Tennyson: Guys, we're almost out of time.

Driba: Plenty of time!

Blukic: We're done.

Max Tennyson: Well, turn it on!

Driba: [ Gasps ]

Malware: What! No! Impossible!

Way Big: [ Grunting ]

Malware: [ Screams ] No! This is far from over, Tennyson. Your friends have only delayed their fate. But as for you, your journey ends here.

Kevin Levin: Ben!

Way Big: [ Grunting ]

[ Laser Guns whirring ]

Ben Tennyson: I'm home? How'd I get here?

Young Gwen Tennyson: I like school, but we probably learn more from Grandpa Max.

Ben Tennyson: [ Sarcastically ] Oh, great. More time-travel.

Young Gwen Tennyson: Go on, say it. [ Imitating Ben ] You like school? What a dweeb!

Max Tennyson: You've been quiet, kiddo.

Young Ben Tennyson: Yeah, I guess.

Max Tennyson: You've been through a lot the past few days. Go on in and rest up. You'll feel better.

Young Gwen Tennyson: Grandpa, is Ben gonna be okay?

Max Tennyson: Yeah. Give him time.

Azmuth: I come 76,000 thousand light-years, and I don't even get a formal greeting?

Young Ben Tennyson: Oh. Hey, Azmuth.

Ben Tennyson: Wait. I remember this... But from a lower angle.

Azmuth: So, how is my greatest invention? You haven't blown it apart or dropped it in the toilet or anything?

Young Ben Tennyson: No, I guess not.

Azmuth: You know, you've been doing an awful lot of winning since you took possession of my Omnitrix.

Young Ben Tennyson: So?

Azmuth: So, you don't learn anything when you win, Ben Tennyson. Losing this transformation you call Feedback was hard, wasn't it?

Young Ben Tennyson: Yeah. It felt like he was a part of me.

Azmuth: Well, you can let that one loss define you from now on, or you can learn from it.

Young Ben Tennyson: Did you?

Ben Tennyson: Huh? You can see me now?

Young Ben Tennyson: Did you learn from it?

Ben Tennyson: Yeah, that losing bites.

Young Ben Tennyson: Oh.

Ben Tennyson: Look, I don't think there's any big takeaway from our big fail back then.

Young Ben Tennyson: Guess you're still mad at me, huh?

Ben Tennyson: Dude, no, I'm mad at... [ Sighs ] You know what? Maybe I got to forgive you/me.

Young Ben Tennyson: You do?

Ben Tennyson: Yeah. We're not losers. Beating ourselves up is just doing a favor for Malware, and everyone else we ever go up against. So from now on, let's save the beat-downs for the bad guys. Deal?

[ Beeps ]

[ Loud explosion ]

[ Screaming ]

[ Thundering footsteps ]

[ Loud explosion ]

Kevin Levin: Uh, Ben?

Feedback: Hey, everybody. Did you miss me?

Malware: The Conductoid? Pathetic. I destroyed you once before, and I'm a hundred times more powerful now!

Feedback: Now I remember why I liked this guy. Feedback rules!

[ Electricity crackles ]

Malware: [ Screams ]

Kevin Levin: [ Screams ] [ Groans ]

Zed: [ Whimpering ]

Kevin Levin: Aw, poor dumb mutt.

Feedback: I'm not making a dent in this creep. And sooner or later, I'm gonna run outta gas.

[ Roaring overhead ]

Malware: No! This cannot be! I destroyed them all! No!

Zed: [ Snarls ]

Kevin Levin: You're welcome. Whoo! Yeah! That's more like it. Whoa! Good doggy!

Feedback: There's got to be some way to take this chump out once and for all.

Azmuth: Might I suggest these?

Malware: [ Groans ]

Feedback: The Mechamorphs. That was you?

Azmuth: Once the Helixes were repaired, it was a small matter to re-energize the Mechamorphs. And I believe there's more than enough energy remaining for your purposes.

Feedback: Then let's turn on the power.

Malware: Curse you, Ben Tennyson!

[ Electricity crackles ]

Malware: [ Screams ]

[ Omnitrix powers down ]

Ben Tennyson: [ Sighs ] Now, that was a total rush.

[ Crowd cheering ]

Ben Tennyson: Okay, Azmuth, I guess we'll be going now.

Azmuth: Yes, yes, goodbye, Ben Tennyson.

Ben Tennyson: Come on, not even a thank you?

Azmuth: You expect me to put on some humiliating display of gratitude, every time you save a planet or two? Who has that kind of time?

Ben Tennyson: You're welcome.

Kevin Levin: [ Whistles ]

Ben Tennyson: We're taking in another stray?

Kevin Levin: [ Sarcastically ] Funny. She's kind of growing on me.

Gwen Tennyson: It's a girl?

Kevin Levin: You really didn't pay attention in health class, did you?

(Ben, Gwen and Kevin stare at Max's boxers in confusion)

Max Tennyson: Don't ask.

[ End of Showdown: Part 2 ]