03x12 - Be Afraid of the Dark
Posted: 05/22/22 11:28
ben: Previously on
"ben "...
the mass attracting station
On the north ridge was just
destroyed by some sort of
werewolf.
It took some satellite
equipment.
ben: And it ripped down that
Receiver you had here.
mommy!
max: I say there's a big
Chunk of corrodium buried right
here.
dr. Vicktor, i am your
Superior.
you have no idea how wrong
you are.
take care of the boy.
I don't want anything to
interfere with our plans.
I was told of the omnitrix, but
You are not the only one with
the power to transform.
xlr : I don't know what your
plan is.
oh, it's not my plan.
It's the master's.
It always was.
i live!
xlr : Ghostfreak!
you and i have a score to
settle, ben tennyson.
¶ it started when an alien
device did what it did ¶
¶ and stuck itself upon his
Wrist with secrets that it hid ¶
¶ now he's got superpowers
¶ he's no ordinary kid
¶ he's ben
¶ ben
¶ so, if you see him, you
Might be in for a big surprise ¶
¶ he'll turn into an alien
before your very eyes ¶
¶ he's slimy, creepy, fast, and
strong ¶
¶ he's every shape and size
¶ he's ben
¶ ben
¶ armed with powers, he's on
The case ¶
¶ fighting off evil from earth
or space ¶
¶ he'll never stop till he makes
them pay ¶
¶ 'cause he's the baddest kid to
Ever save the day ¶
¶ ben
¶ ben
ben: Aah!
no.
He must be alive when i merge
With him if i am to control the
Omnitrix.
ben:
what's the matter, ben?
Aren't you glad to see me?
Haven't you learned by now that
nothing can stop me?
ben: Nothing except...
grey matter: Grey matter?
Oh, man. Give me a break.
find him!
I can't merge with him in his
alien form.
But it's merely a matter of time
before he turns human again.
gwen: Shouldn't we be looking
for the corrodium?
max: Easier to bring the
Entire kit and caboodle back to
earth then waste time searching
for a few rocks in a whole
Rocket ship.
gwen: Guess we know where i
got my brains from.
But you sure you remember how to
fly this thing, grandpa?
max: Just like riding a
Bicycle -- a -ton,
, -mile-an-hour, high-tech
bicycle.
why are we chasing this
little pest when the master plan
is so close to becoming reality?
Master...
No!
you fool.
That little pest could ruin
everything we've planned.
Do as i say, or you shall be the
Focus of my wrath.
grey matter: Master plan?
I don't like the sound of that.
And i like the looks of it even
less.
Yo, earth to grandpa.
Come in, grandpa.
max: Ben?
gwen: If you're checking up
On us, don't bother.
We're totally handling things up
here.
We don't need your help.
grey matter: Wrong.
When you hear what i'm about to
Say, you're gonna wish you had
my alien muscle with you.
gwen: Since when is
Grey matter muscle?
max: Please, gwen.
Go ahead, ben.
grey matter: I figured out
what old bolt head is up to.
He's going to project a
Corrodium beam from the space
station to a transceiver in
new mexico.
max: Which will then spread
it over the entire earth!
gwen: New mexico?
Like where we first took on the
werewolf?
grey matter: Duh, that's why
He was stealing that satellite
equipment.
max: A beam of corrodium like
That will mutate all human and
animal life on earth.
grey matter: I think that's
Just a side effect.
With the sun blocked out,
ghostfreak would be at full
Power all the time.
both: Ghostfreak?
grey matter: Yeah.
Dr. Monster somehow brought
ghostfreak back to life.
He's behind all this stuff --
The werewolf, mr. Mummy,
everything!
max: Hold on a second, ben.
That's strange.
According to this, the corrodium
inside this ship is moving.
gwen: How could it be moving?
Unless...Aah!
max: It's inside the mummy.
grey matter: Grandpa! Gwen!
Oh, man.
Come on, think.
There's got to be something in
All this junk that will help.
Aha!
whoa!
no!
max:
can't keep this up much longer.
gwen: Hang on, grandpa!
max: Gwen, wait.
Your spells don't work inside
your hazmat suit, remember?
gwen: Yes, they do.
Just not like they're supposed
to.
Kimokia objectia!
Whew.
At least i bought us some time
to regroup in this closet.
Who needs ben and his alien
heroes?
max: Gwen, this isn't a
Closet.
It's an air lock.
gwen:
exterior air lock closed.
Repressurizing.
gwen: Not very stylish, but
you got to love these plumber
suits.
max: Yeah, but they won't
last long in zero atmosphere.
We have to find another way back
Inside the station and fast.
ben: Aw, stupid watch.
Uh, don't suppose you'd consider
becoming a good guy, would you?
soon the earth will be mine.
But first -- the omnitrix.
ben: You want to be in the
spotlight?
How about this, freak?
aah!
ben: Stun g*n -- a little
Present from my close personal
friend grey matter.
master.
You will pay for your insolence,
child.
ben: Aah!
Oh, yeah.
Badder than the bad guys.
Now i just have to figure out a
Way to get up into space and
help grandpa and gwen.
yes!
Just give me someone i can use.
upgrade: Now, that's what i'm
talking about.
upgrade: Oh, why can't you
just stay grounded like your
master?
max: There should be a manual
access panel around here
somewhere.
gwen: You know, for a guy who
never went up into space, you
seem to know an awful lot about
It.
max: I never said i didn't go
into space.
I said i never went into space
with nasa.
target in range.
Beginning transmission in , ,
, ...
max: I don't think so.
transmission aborted.
upgrade: Well, this is my
stop.
Thank you for flying
air upgrade.
Buh-bye.
no-o-o!
both: Ben?
upgrade: Who else?
Somebody open the air lock.
Lucky for you guys, a real hero
showed up.
ben: Oh, man.
I think i'm gonna hurl.
gwen: Yeah, real heroic.
ben: Hey, i just saved your
butt.
gwen: You know what your
Problem is?
ben: Besides you?
gwen: You're threatened by
The fact that we can handle
ourselves without you.
ben: Please.
Without me, that mummy would
have tossed you into space like
yesterday's garbage.
max: Wait, something's not
right.
target reacquired.
ben: Ghostfreak? But how?
you aren't the only one who
can hitch a ride on a rocket.
, ...
ben: I've stopped you before.
I can stop you again.
too late!
all:
darkness falls.
Earth is now my domain!
now, how shall i dispose of
you three?
gwen: Oh, whatever you do,
Don't toss us out into space.
excellent idea.
Remove the suits.
ben: Nice going, big mouth.
Why don't you just hand him over
my watch while you're at it?
gwen: I can handle this.
Appendage-a gregoria!
you've learned some new
tricks since we last met, child.
ben: She's not the only one.
benvicktor: Electromagnetic
body.
Sweet.
aah!
max: The controls are locked.
I can't shut down the corrodium
Beam.
benvicktor: No problem.
A little lightning should do the
Trick.
Okay, it's go time --
me and you.
here in the darkness of
space, i am at my full
potential.
Stay away from that transmitter,
boy.
benvicktor: Make me.
max: Yeah, i still got the
right stuff.
What in the world?
Bet neil armstrong never had to
deal with this.
gwen: Let's see.
Reanima verdanica!
Okay.
How about -- reanima dynamica?!
I, uh, got to go.
Doesn't "occupied" mean anything
to you?
don't forget to put the seat
down on your way out.
every minute brings you
closer to becoming human again.
It'll be a pleasure to watch you
Explode in the vacuum of space.
Now we finish this.
max: Don't know what you're
doing, but i don't like the
looks of it.
no-o-o-o!
huh?
You will pay dearly for that.
benvicktor: Two freaks down,
one to...
Where did he go?
Gwen!
gwen.
ben: No worries.
We just have to wait until the
watch recharges.
gwen: We don't have time.
This module's about to
depressurize.
ben: What are you doing?
gwen: Saving your life.
Don't ask me why.
ben: Aw, great.
Now i get to float around
forever with space cooties.
gwen: This is no picnic for
me either.
Shower much?
max: You kids need a lift?
Mission accomplished.
I guess saving the earth beats a
Moonwalk.
ben: I still say things would
have gone a lot smoother if you
Two would just let me handle
everything myself.
gwen: Why can't you admit
We're as good as the omnitrix?
ben: Face it.
Nothing is as good as the
Omnitrix.
i couldn't agree more.
You have only delayed my plans,
boy.
Once i have control over the
Omnitrix, earth's defenses will
be powerless against me.
gwen: Ben, sunny-side up!
smiling in the face of your
demise.
I admire that.
ben: Oh, i'm not smiling at
my demise.
I'm smiling at yours.
gwen: Grandpa! Now!
foolish children.
Aah!
gwen: So have we made our
point about teamwork yet?
both: Aah!
max: We took on too much
damage when i rammed the
transmitter.
The ship's breaking up.
cannonbolt: Ouch.
gwen:
aw, and he complained about
Being smothered in my cooties.
ben: All right, all right.
I guess we are pretty good at
kicking butt together.
Team?
both: Team.
ben: And we've seen the last
of ghostfreak.
Ghostfreak? Oh, man.
Uh, guys, where are we?
"ben "...
the mass attracting station
On the north ridge was just
destroyed by some sort of
werewolf.
It took some satellite
equipment.
ben: And it ripped down that
Receiver you had here.
mommy!
max: I say there's a big
Chunk of corrodium buried right
here.
dr. Vicktor, i am your
Superior.
you have no idea how wrong
you are.
take care of the boy.
I don't want anything to
interfere with our plans.
I was told of the omnitrix, but
You are not the only one with
the power to transform.
xlr : I don't know what your
plan is.
oh, it's not my plan.
It's the master's.
It always was.
i live!
xlr : Ghostfreak!
you and i have a score to
settle, ben tennyson.
¶ it started when an alien
device did what it did ¶
¶ and stuck itself upon his
Wrist with secrets that it hid ¶
¶ now he's got superpowers
¶ he's no ordinary kid
¶ he's ben
¶ ben
¶ so, if you see him, you
Might be in for a big surprise ¶
¶ he'll turn into an alien
before your very eyes ¶
¶ he's slimy, creepy, fast, and
strong ¶
¶ he's every shape and size
¶ he's ben
¶ ben
¶ armed with powers, he's on
The case ¶
¶ fighting off evil from earth
or space ¶
¶ he'll never stop till he makes
them pay ¶
¶ 'cause he's the baddest kid to
Ever save the day ¶
¶ ben
¶ ben
ben: Aah!
no.
He must be alive when i merge
With him if i am to control the
Omnitrix.
ben:
what's the matter, ben?
Aren't you glad to see me?
Haven't you learned by now that
nothing can stop me?
ben: Nothing except...
grey matter: Grey matter?
Oh, man. Give me a break.
find him!
I can't merge with him in his
alien form.
But it's merely a matter of time
before he turns human again.
gwen: Shouldn't we be looking
for the corrodium?
max: Easier to bring the
Entire kit and caboodle back to
earth then waste time searching
for a few rocks in a whole
Rocket ship.
gwen: Guess we know where i
got my brains from.
But you sure you remember how to
fly this thing, grandpa?
max: Just like riding a
Bicycle -- a -ton,
, -mile-an-hour, high-tech
bicycle.
why are we chasing this
little pest when the master plan
is so close to becoming reality?
Master...
No!
you fool.
That little pest could ruin
everything we've planned.
Do as i say, or you shall be the
Focus of my wrath.
grey matter: Master plan?
I don't like the sound of that.
And i like the looks of it even
less.
Yo, earth to grandpa.
Come in, grandpa.
max: Ben?
gwen: If you're checking up
On us, don't bother.
We're totally handling things up
here.
We don't need your help.
grey matter: Wrong.
When you hear what i'm about to
Say, you're gonna wish you had
my alien muscle with you.
gwen: Since when is
Grey matter muscle?
max: Please, gwen.
Go ahead, ben.
grey matter: I figured out
what old bolt head is up to.
He's going to project a
Corrodium beam from the space
station to a transceiver in
new mexico.
max: Which will then spread
it over the entire earth!
gwen: New mexico?
Like where we first took on the
werewolf?
grey matter: Duh, that's why
He was stealing that satellite
equipment.
max: A beam of corrodium like
That will mutate all human and
animal life on earth.
grey matter: I think that's
Just a side effect.
With the sun blocked out,
ghostfreak would be at full
Power all the time.
both: Ghostfreak?
grey matter: Yeah.
Dr. Monster somehow brought
ghostfreak back to life.
He's behind all this stuff --
The werewolf, mr. Mummy,
everything!
max: Hold on a second, ben.
That's strange.
According to this, the corrodium
inside this ship is moving.
gwen: How could it be moving?
Unless...Aah!
max: It's inside the mummy.
grey matter: Grandpa! Gwen!
Oh, man.
Come on, think.
There's got to be something in
All this junk that will help.
Aha!
whoa!
no!
max:
can't keep this up much longer.
gwen: Hang on, grandpa!
max: Gwen, wait.
Your spells don't work inside
your hazmat suit, remember?
gwen: Yes, they do.
Just not like they're supposed
to.
Kimokia objectia!
Whew.
At least i bought us some time
to regroup in this closet.
Who needs ben and his alien
heroes?
max: Gwen, this isn't a
Closet.
It's an air lock.
gwen:
exterior air lock closed.
Repressurizing.
gwen: Not very stylish, but
you got to love these plumber
suits.
max: Yeah, but they won't
last long in zero atmosphere.
We have to find another way back
Inside the station and fast.
ben: Aw, stupid watch.
Uh, don't suppose you'd consider
becoming a good guy, would you?
soon the earth will be mine.
But first -- the omnitrix.
ben: You want to be in the
spotlight?
How about this, freak?
aah!
ben: Stun g*n -- a little
Present from my close personal
friend grey matter.
master.
You will pay for your insolence,
child.
ben: Aah!
Oh, yeah.
Badder than the bad guys.
Now i just have to figure out a
Way to get up into space and
help grandpa and gwen.
yes!
Just give me someone i can use.
upgrade: Now, that's what i'm
talking about.
upgrade: Oh, why can't you
just stay grounded like your
master?
max: There should be a manual
access panel around here
somewhere.
gwen: You know, for a guy who
never went up into space, you
seem to know an awful lot about
It.
max: I never said i didn't go
into space.
I said i never went into space
with nasa.
target in range.
Beginning transmission in , ,
, ...
max: I don't think so.
transmission aborted.
upgrade: Well, this is my
stop.
Thank you for flying
air upgrade.
Buh-bye.
no-o-o!
both: Ben?
upgrade: Who else?
Somebody open the air lock.
Lucky for you guys, a real hero
showed up.
ben: Oh, man.
I think i'm gonna hurl.
gwen: Yeah, real heroic.
ben: Hey, i just saved your
butt.
gwen: You know what your
Problem is?
ben: Besides you?
gwen: You're threatened by
The fact that we can handle
ourselves without you.
ben: Please.
Without me, that mummy would
have tossed you into space like
yesterday's garbage.
max: Wait, something's not
right.
target reacquired.
ben: Ghostfreak? But how?
you aren't the only one who
can hitch a ride on a rocket.
, ...
ben: I've stopped you before.
I can stop you again.
too late!
all:
darkness falls.
Earth is now my domain!
now, how shall i dispose of
you three?
gwen: Oh, whatever you do,
Don't toss us out into space.
excellent idea.
Remove the suits.
ben: Nice going, big mouth.
Why don't you just hand him over
my watch while you're at it?
gwen: I can handle this.
Appendage-a gregoria!
you've learned some new
tricks since we last met, child.
ben: She's not the only one.
benvicktor: Electromagnetic
body.
Sweet.
aah!
max: The controls are locked.
I can't shut down the corrodium
Beam.
benvicktor: No problem.
A little lightning should do the
Trick.
Okay, it's go time --
me and you.
here in the darkness of
space, i am at my full
potential.
Stay away from that transmitter,
boy.
benvicktor: Make me.
max: Yeah, i still got the
right stuff.
What in the world?
Bet neil armstrong never had to
deal with this.
gwen: Let's see.
Reanima verdanica!
Okay.
How about -- reanima dynamica?!
I, uh, got to go.
Doesn't "occupied" mean anything
to you?
don't forget to put the seat
down on your way out.
every minute brings you
closer to becoming human again.
It'll be a pleasure to watch you
Explode in the vacuum of space.
Now we finish this.
max: Don't know what you're
doing, but i don't like the
looks of it.
no-o-o-o!
huh?
You will pay dearly for that.
benvicktor: Two freaks down,
one to...
Where did he go?
Gwen!
gwen.
ben: No worries.
We just have to wait until the
watch recharges.
gwen: We don't have time.
This module's about to
depressurize.
ben: What are you doing?
gwen: Saving your life.
Don't ask me why.
ben: Aw, great.
Now i get to float around
forever with space cooties.
gwen: This is no picnic for
me either.
Shower much?
max: You kids need a lift?
Mission accomplished.
I guess saving the earth beats a
Moonwalk.
ben: I still say things would
have gone a lot smoother if you
Two would just let me handle
everything myself.
gwen: Why can't you admit
We're as good as the omnitrix?
ben: Face it.
Nothing is as good as the
Omnitrix.
i couldn't agree more.
You have only delayed my plans,
boy.
Once i have control over the
Omnitrix, earth's defenses will
be powerless against me.
gwen: Ben, sunny-side up!
smiling in the face of your
demise.
I admire that.
ben: Oh, i'm not smiling at
my demise.
I'm smiling at yours.
gwen: Grandpa! Now!
foolish children.
Aah!
gwen: So have we made our
point about teamwork yet?
both: Aah!
max: We took on too much
damage when i rammed the
transmitter.
The ship's breaking up.
cannonbolt: Ouch.
gwen:
aw, and he complained about
Being smothered in my cooties.
ben: All right, all right.
I guess we are pretty good at
kicking butt together.
Team?
both: Team.
ben: And we've seen the last
of ghostfreak.
Ghostfreak? Oh, man.
Uh, guys, where are we?