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BEN:
Previously on
Ben 10 Ultimate Alien
Kevin's not evil.
Somewhere deep down,
he's still our friend.
MICHAEL:
No, lovely Gwen.
He's not your friend anymore.
He's an empty shell,
knowing only a hunger
that must be fed.
You have something I need.
Aaaaaah!
[ strained ]
Kevin!
Stop! You're hurting me!
This is your fault.
You could have helped me
with your magic.
No! I tried to --
You tried.
Everybody tried.
But here I am, a monster,
and if I look the part,
why shouldn't I act it?
I'm here to help you now!
Help yourself.
[ screams ]
Punctum contego!
Kevin, please!
Talk to me!
I'm coming for you, Gwen.
Abeo exorior!
Thought we were gonna have
to come in after you.
Not quite.
I suggest we prepare ourselves
for what's coming next
and quickly.
It didn't work, Michael.
Kevin's just as dangerous
as ever.
Huh. And I thought for sure
you'd be able
to just talk him out of his mindless
revenge spree.
MICHAEL:
It worked perfectly, lovely Gwen.
Levin has had
a taste of your power.
He's going to want more.
Okay, she's the bait.
What's the hook?
I still don't get it.
What's supposed to happen
when Kevin gets here?
I think that's where I come in.
Do I know y--
Cooper?
I had a growth spurt.
Yes, you did.
Hi, Gwen.
Always glad to,
uh, y-you know, help out.
Our twitterpated young genius
has agreed
to help build a machine
that will allow us
to use the powers inherent
in this.
The Dominus Librium again?
Still a bad plan.
If they can get it working,
we can use it to cure Kevin,
just like last time.
And if it doesn't work?
You already know the answer,
Tennyson.
There is but one way to deal
with a mad dog.
But it's not going
to come to that.
It's going to work.
I'll do everything I can,
Gwen.
It's obvious
why Cooper's helping.
You, not so much.
The same as always,
Tennyson -- power.
I promised him manna, Ben.
If he helps, I'll give him enough
to keep him at full strength
for a year.
Yeah.
Great plan all around.
It was the only way
to save Kevin.
We are way past that, Gwen.
No.
All we have to do is --
There's no " we."
Not this time.
I'm the one who put Kevin
in the position
where he had to absorb
that energy.
It's my fault that he's lost control.
And everything he's done since,
all those people he's hurt,
all those people
he's going to hurt,
that's my fault, too.
You got to let me try.
I will, but only because
I know you're going to fail.
Paradox already told us
how this one was going to end --
I'm going to do
what needs to be done.
If you can get Kevin
to come here, fine.
It's as good a place as any
to end this.
How long before
that thing's ready?
Um, a couple of hours?
You think we can delay Kevin
anywhere near that long?!
Umless?
In one hour,
you get one shot.
Then Kevin belongs to me.
Gwen!
I know you're in there.
I can smell your manna
everywhere.
She can't come out right now.
Can I help you?
Unless you want
another trip to the hospital,
old man, you'll step aside.
Not before we talk.
We got nothing to talk about.
Move or die!
Your call.
[ grunting ]
Oof!
Sorry it had to end like this, kid.
Not as sorry as you're
about to be.
You think that's gonna
save you?
I've had enough of your tricks!
Too bad.
I'm just getting started.
[ tires screech ]
Fire!
Aaaah!
[ groans ]
Aah!
Don't know why I ever
looked up to you.
You don't even have
any power to steal.
MAN:
Put him down, Kevin.
You don't tell me
what to do!
I said, " put him down" !
Are you listening to me, son?
You're not my real father!
You don't tell me what to do!
[ grunts ]
You're right -- I'm not.
But you were 4 years old
when I married your mother,
and I raised you like my own.
So?
So?
So you're going to listen.
You got nothing to say
to me!
You've tried to take
my real dad's place,
you convinced my ma
to kick me out on the street
when I was 1 1 years old.
We didn't kick you out, Kevin.
You demolished our house!
Whatever.
If ma really loved dad,
she would have never remarried.
You watch your mouth.
Your mother loved your late father
more than she loved me,
and you more than
either one of us.
Step aside, Harvey.
I'm here to see Gwen.
So you can
drain her powers?
Max told me what
you've been doing.
I'm not gonna let
this happen again.
How are you gonna stop me?
You hiding my ma in there?
No. I'd never let her
see you this way.
She was so proud of what
you were becoming.
I won't let you
break her heart again.
[ grunts ]
I'm not afraid of you
anymore, Kevin.
BEN:
I'll take it from here, Mr. Hackett.
Figured you were
around here somewhere, Tennyson.
Yeah.
Gwen had this plan
where we'd all talk to you,
and you'd see
the error of your ways.
Sounds like Gwen, all right.
But you and I know better.
We both know there's only
one thing you understand.
Big Chill!
[ grunts ]
BIG CHILL:
Good shot.
But I suppose
that's cold comfort.
[ inhales ]
[ exhales ]
I'm sorry I had to do this
to you, Kev-- ungh!
Always so sure
you're gonna win.
What do you got to say
for yourself now?
[ weakly ]
Spidermonkey.
Ungh!
Where are you, Tennyson?!
Oof!
It's going, going, gone!
That's Tennyson's 250th home run
this season!
KEVIN:
Tennyson!
May have to call that
a ground-rule double.
[ shrieks ]
Aah!
Ben!
Uh, sorry, Grandpa.
What are you doing?!
I said I was sorry.
Anyway, you're supposed
to be hiding.
And you're supposed
to be delaying him,
not dropping RVs
on his head!
Uh, actually, it was
the other way around.
I know what the plan was,
but since I already beat him,
we don't need the plan.
Gwen?
Quick -- what was
that plan again?
[ panting ]
You're in my way,
Tennyson.
[ screeching ]
MAX:
Ben!
So, how's the plan working?
GWEN:
Like a charm.
Can you call me back?
I'm a little busy.
[ grunts ]
Okay, I ditched him
for a minute.
You sure this is how
you want to play it?
It's how you want
to play it, too.
Just let me try.
If we fail, then
Look, we won't fail.
Kevin's a good man.
We have to trust that.
[ truck horn blaring ]
What's happening?
[ tires screech ]
Gwen? Gwen?!
Run.
KEVIN:
I'm starting to think
you're deliberately avoiding me.
Kevin, you're not well.
Think about what you're doing.
I'm getting revenge on anybody
who ever did me wrong,
and I'm stealing your powers
because I want them.
I'd say I'm pretty clearheaded.
Tempestas serrectum!
Stay back, Kevin!
I'm not afraid of you.
You should be.
Tempestas impetus!
Aaaaah!
Ah, thanks for the pick-me-up.
[ grunts ]
I still believe in you, Kevin.
BEN:
That's where we differ.
[ Omnitrix beeping ]
Echo Echo!
[ grunts ]
Get off of me!
ECHO ECHO:
Wall of sound!
[ screeching ]
Aaaah!
Oh, no!
Kevin, you wouldn't !
[ screams ]
Now, where were we?
[ grunting ]
Ship!
SHIP:
Ship! Ship!
Slow down, ship.
We don't want Kevin to catch us,
but we don't want to lose him,
either.
Ship! Ship!
I can't believe how hard
Ben was fighting.
He was really trying
to hurt Kevin.
Kind of looked
the other way around to me.
You're sure he's okay?
This is Ben
we're talking about.
Luckily, I always keep
a spare in the trunk.
That should be enough
of a head start.
[ cellphone rings ]
This is Cooper. Go ahead.
GWEN:
We're almost there,
and Kevin's right behind.
We're not ready, Gwen!
We will be.
I can finish from here.
Just slow him down.
How am I supposed
to delay Kevin?
This is an abandoned
military base.
Think.
[ grunts ]
That's it. I'm out.
JULIE:
Are you sure about this?
GWEN:
Not really.
SHIP:
Ship?
This is the only way
to save him.
Go!
KEVIN:
What's it gonna be this time, Gwen?
You gonna run,
or you gonna fight?
You stay away from her!
Aaaah!
Trying to make time
with my girl, huh?
Aaaah!
Ben?
Yeah, it's me.
This is a new one.
[ whispering ]
Do it!
KEVIN:
You are really
starting to bug me.
ULTIMATE ECHO:
I'm sorry about that,
but I can't let you
hurt anyone else.
Ben, you promised
we'd try it my way first.
Yeah, I lied.
Aaaah!
I've had it with you,
Tennyson --
always beating me
when we were kids,
everything always
going your way!
I get turned into a freak,
you become
a world-famous superhero!
I don't even like
being famous.
Between you and me, I wish I had
my secret identity back.
My heart bleeds for you.
Now you just bleed!
[ grunting ]
Nice.
But I've got all your powers.
Sooner or later,
you're gonna make a mistake,
and that will be
the last time.
I'll try to make this as quick
and painless as I can.
Sonic doom!
Aaaaaah!
One more should do it.
GWEN:
Ben, don't ! He's our friend!
He was going to hurt you.
It's not Kevin.
It's the power.
It's not his fault!
Paradox said I was the one
who will do what has to be done.
I got to!
Then do it.
Protect the innocent --
that's Kevin, too.
You better be right.
That's it.
We're ready to go.
Are you sure it will work?
Pretty sure.
I meanyes.
[ machine hums ]
[ screaming ]
Aaaah!
[ machine powers down ]
Kevin!
[ laughs ]
You pathetic imbeciles!
This was my plan
from the beginning!
The power is mine!
Nothing can stop me now!
Like everybody didn't
see that coming.
[ beep ]
No!
Whathappened?
All the power you stole
and all the power Kevin stole,
it just went back
to where it belongs.
And that's the least
of your problems.
Nice work, kid.
You saved his life!
[ gasps ]
Ben figured out Darkstar's plan
and told me what to do.
Hey, since you're
kissing people
Now, that's what I call
a happy ending.
I guess.
You don't know the half of it.
We expected Heatblast
and the others
to get their powers back
But even the energy
Aggregor stole
went back
where it belongs.
And returned us from oblivion.
Thank you, Ben Tennyson.
Wasn't me this time.
It was all of us.
Listen, uh, when I was,
uh, out of control,
I said some things
No need to apologize.
We're both kind of jerks.
That's why we get along.
I'm not a jerk.
Good point.
If I were you, I'd apologize.
Yeah, well, if I were you,
I wouldn't have been
such a wuss!
Wuss?!
If you ever lost it like I did,
I would have taken you down
right away.
And if I had, you wouldn't be here
to call me a wuss!
So it worked out great.
Who wants to go with me
and help explain to my folks
what happened to their house?
Mr. Smoothie?
You buying?