I'm about to conquer this planet. It doesn't matter where they've run. There's no place safe to hide.
NUNegative Ultimate Humungousaur
You're right and our alliance has served its purpose.
NUNegative Ultimate Humungousaur
Our agreement? Once you give me Tennyson's Omnitrix, I can free myself from that hideous human form.
There's been a change in plans. I'm keeping the Omnitrix.
NUNegative Ultimate Humungousaur
Why are you doing this Vilgax? We had a deal. You don't even need the Omnitrix's power.
True. I don't, but my army does. My bioids are synthetic soldiers with blank DNA all synced to the Omnitrix.
[Vilgax activates the Omnitrix and all the Bioids turns into Humungousaurs]
BHBiod Humungousaurs
Humungousaur! Humungousaur! Humungousaur! Humungousaur!
It's going to be glorious Albedo!
Pardon me if I don't break into applause.
Of all the worlds i've conquered, this one will be the sweetest.
[Ben, Gwen, Grandpa Max and Kevin teleport onto the ship]
There's an old Earth expression about not counting your chickens before they're hatched.
The Tennyson family and their pet juvenile delinquent.
Juvenile? I'm gonna be 18 a year from next Tuesday!
Your birthday's next week and you didn't even tell me?
I don't have time to pick out a present!
I wouldn't worry about it girl. None of you will live to see the day.
I think that's the longest i've been around you without hearing a death threat!
What's the plan, Tennyson?
Plan? Haven't you been paying attention? It's hopeless. Vilgax has an army with all of my powers. I lost the Omnitrix!
But you still have your whiny voice.
[Enraged] Stop this thing, Grandpa. Stop it!
[Ben runs out the RV]
[Enraged] Azmuth, help me! Please! Just so I can help them.
(appears) You are a fool.
You don't hear me arguing.
The Omnitrix wasn't intended for you. It was intended for your grandfather the greatest plumber in the milky way galaxy.
An accident. Unfortunately your DNA signature was close enough to Max's that it allowed you to put it on.
Why didn't you take it from me?
I intended to, but your grandfather convinced me you were a better choice. He said you had the seeds of greatness.
Almost immediately I thought I'd made a huge mistake. Your brashness and immaturity made a bad impression.
But then I saw you grow, witnessed your bravery and ingenuity, using the Omnitrix in ways that never even occurred to me. Me, the smartest being in three galaxies... arguably, five galaxies.
You did. Disobeying my orders, hacking the Omnitrix.
Turning Kevin into a monster.
And now you've given the Omnitrix to the most dangerous being in the universe.
Tell me what to do. How do I beat Vilgax and save the Earth?
Not so easy to win without the Omnitrix, is it?
Mmm... lovely weather on this world.
When do the plumbers get here?
A week, ten days at the latest.
We can't wait a week. There might not be any planet left to save.
You're going to try a hero's challenge, fight me one-on-one for the Earth, somehow trick me into giving up the Omnitrix so you can save the day?
Nope. You're going to give the Omnitrix of your own free will.
So you don't blow up. Omnitrix Command function override, Code 10.
Override accepted. Voice command activated.
Omnitrix. Self-destruct in 30 seconds, command code 0-0-0, destruct 0.
Destruct sequence completed and engaged. Detonation in T minus 30 seconds.
If the Omnitrix self-destructs, it will destroy the entire universe.
It would if I let the charge build up for a few days, but i'm only giving it 30 seconds.
Detonation in T minus 20 seconds.
My bad. 20 seconds. Take off the Omnitrix or it's gonna blow!
You're bluffing. (makes the Bioids transform into Swampfire)
BSBioid Swampfires
Swampfire! (Marches towards Ben)
Destroy him! (The Bioid Swampfires prepare to attack)
Detonation in T minus 10 seconds. (the Bioids look at the Omnitrix as it continues counting down) 5, 4, 3, 2, 1... (The Omnitrix self destructs and sends Vilgax flying into a wall)
(As Ben runs towards Vilgax, puts his hands on the sides of his head) Aaaaaaaaahhhhh!!!... (falls to the ground)
(As Gwen and Max crouch down next to Kevin, Ben runs to Vilgax and picks up the remains of the Omnitrix)
I've got a headache like you wouldn't belie... (Ben, Max, and Gwen smile at him) What?
You're human again. (Kevin looks at himself)
It must've been the Omnitrix that was keeping you in that form. Once it was destroyed...
Let me show you... (they kiss)
(Grandpa Max smiles)
It was a nice little moment. Why'd they have to do that?
Premature. You haven't yet won.
You don't have the Omnitrix, and your bioids are lawn sculpture. Face it. You're finished.
I am still Vilgax, conqueror of ten worlds!
Guess who's got his old powers back?
No! I won't lose to you children! Not again! Too late, Tennyson. Our course is already set.
I can't conquer the Earth today, but I can punish you. The ship is locked on collision course with Bellwood.
The ship has a fusion drive. When in hits-
The explosion will destroy our home town and everything else for 100 miles.
Auxiliary control - We can guide the ship away.
Perhaps. But first you'll have to get by me.
I'm going to let you go, but I'll be taking your Omnitrix.
Whatever. Do we have a deal?
I don't have time for this. [Ben frees Albedo] Command Function Override Code 10.
UUltimatrix
Override accepted.
Hey. What do you know? It recognizes my voice.
Wait! What are you doing?!
Omnitrix. Self-destruct in 30 Seconds. Command code -- 0-0-0, destruct 0.
UUltimatrix
Destruct sequence completed and engaged. Detonation in T minus 30 seconds.
[Holds up the destroyed Omnitrix] Ask Vilgax if I'm bluffing. [Albedo looks at the destroyed Omnitrix and gives the Ultimatrix to Ben who puts the Ultimatrix on his left wrist] I like the old one better.
Oh. Abort self-destruct Code 10.
UUltimatrix
Self-destruct sequence aborted.
(Looked at Swampfire) Green eyes... Ben?
Miss me? You and grandpa get to the control room and turn this ship around. I'm gonna need some help Kevin. Got my back?
We got each other's. Uh-oh.
Worse than I thought. We're already in re-entry.
[Vilgax punches Swampfire and sends him flying into a machine]
Maybe so, but the new rig comes with some extras. [Transforms into Ultimate Swampfire]
USUltimate Swampfire
Ultimate Swampfire![Vilgax charges at him, but he blasts Vilgax back] What're ya sayin Vilgy? Round two?
[groaning] We're running out of time!
We're going too fast to turn around. But we can angle away from the city and ditch in the ocean.
All hands. We're about to make an emergency landing. Abandon ship. Repeat... All hands abandon ship.
[Groans] We're taking on a lot of water.
USUltimate Swampfire
Get Gwen and grandpa and go. I'll handle Vilgax.
Fire's not so useful now that we're in my element!
USUltimate Swampfire
A sinking ship is your element? That explains so much.
Joke while you can. Now you face the true form of Vilgax!
We did it! We saved Bellwood!
What about Ben? He's still down there somewhere.
Nothing to worry about. He'll be up as soon as he's done stomping Vilgax.
Not that simple. Vilgax's ship has a fusion drive. It could still...