[ Alarm beeping ]
That's unsettling.
What is it?!
I'm very sorry to bother you,
Azmuth.
And yet here you are!
Yes, well, it's the
arachnichimp DNA stored in the
Codon stream.
I've detected some sort of
degradation in the genetic
pattern.
Eunice, I put you on Primus
precisely so I wouldn't have to
deal with these mundane
trivialities.
Send some voliticus biopsis out
for a fresh sample and stop
pestering me!
[ Mockingly ] Stop pestering
me.
[ Beep ]
The biopsis should have been back by now.
I better tell Azmuth.
No, I guess these "mundane trivialities" are my job.
Aranhascimmia.
[ Keys clacking ]
[ Crash ]
>> [ Groans ]
>> [ Groans ] [ Alarm blaring ]
[ Engine stops ]
>> [ Gasps ] [ Creatures screeching ]
Sync by n17t01 www.addic7ed.com
[ crickets chirping ]
Arcturus...
Isn't Lewoda near there?
Kevin: Uh, closer to
denebola.
Ben: [ Slurping ]
Hey, do you guys realize it's
been two days since anyone tried
to kill me or arrest me or ask
me for an autograph?
Then let me apologize in
advance for my timing.
Kevin: Well, well, well.
If it isn't the con artist
formerly known as prince.
Gwen: Simian?
Wait!
I can certainly understand your
ire.
Ben: You lied to us,
simian -- used us and sold us
out to the highbreed!
And I'm sorry, but things
have changed, and now I have no
choice but to humbly beg for
your help, o great Ben Tennyson,
hero to all worlds.
Kevin: Oh, this is gonna be
good.
The highbreed weren't exactly
pleased when you caught on to my
little deception before.
Gwen: You mean when you tried
to trick us into taking out the
plumbers' communications system
so earth would be defenseless
against the alien invasion?
Yeah. That's the one.
I was able to distract them long
enough to escape, taking along a
few valuables to compensate me
for my troubles.
Powerful client named Mizaru, a
collector of unusual animals.
Honestly, I was only trying to
make a fair profit.
Make a fair profit. I had no idea this would happen.
[ Screeching ]
[ Creatures screeching ]
Willingly brought a xenocite to
your home world and turned it
loose on some crime boss?!
I didn't turn it loose.
He did.
And now the Dnaliens are
spreading all over.
In a few days, there won't be a
single unaffected arachnichimp
left on the planet.
I...I need your help.
Kevin: Not buying it.
Nobody's that stupid.
Ben: Maybe.
But can we really take that
chance?
A whole planet full of innocent
arachnichimps turned into mutant
monsters?
Gwen: It won't hurt to check
it out.
If he's telling the truth, we
need to do something about it.
Kevin: And if it's just
another con?
Another con? >> Gwen: Then he's all yours.
Up ahead.
Don't lose sight of simian's
ship.
Kevin: Don't worry.
I've got all our weapons locked
on him in case he tries
anything.
Gwen: That's...Not really
[ door opens ]
Ben: Look what I found -- the
genetic repair guns we used to
cure the Dnaliens back on earth.
Good thing we held on to these
bad boys.
Gwen: I just hope we have
enough ammo to cure a whole
planet.
We should go in cloaked.
Over the planetary defense grid.
Around here.
Below the canopy.
Kevin: Not much heat either,
huh?
That's not normal.
It certainly never snows here.
Gwen: Probably weather
machines.
The Dnaliens like it cold.
Mizaru's palace is this way.
[ Beeping ]
Ben: Hold up.
The Ultimatrix is detecting a
signal.
Kevin: Dnaliens?
Matrix core detected in
range.
Version code -- unitrix.
>> Ben: Unitrix?
Eunice is here?!
>> Kevin: All right, monkey boy,
spill.
>> I don't know.
And if it doesn't have anything
to do with saving this planet,
I don't care.
>> Ben: That's where we differ.
Before we do anything else,
we're going to find eunice.
>> Matrix core detected in
range.
Version code -- unitrix.
>> Ben: This way.
Matrix core.
Version code -- unitrix.
Ending route guidance system.
[ Beeping ]
>> B: I don't get it.
It says she's right here.
>> Directions are different in
the trees.
You're thinking in two
dimensions.
Look out!
>> Ben: [ Groans ]
[ Creatures screeching ]
Don't see every day.
Ben: Unless you're us.
Kevin: Still doesn't prove
simian's on the up-and-up.
Simian's on the up-and-up. Got to be a trap.
Aren't working!
Kevin: You think?
>> Gwen: [ Grunts ]
Those things are useless.
Kevin: For shooting, maybe.
Haaah!
[ Grunting ]
Ben: Ultimatrix, revert
Dnaliens to arachnichimps.
Insufficient power for this
operation.
>> Ben: What?!
Uh...Repair genetic damage to
arachnichimps.
>> Insufficient power for this
operation.
[ Beep ]
>> They're not taking me without
a fight.
Gwen: Nowhere to run, huh?
Sometimes a chimp gets
cornered.
What can you do?
Hah!
Omnitrix.
Got enough power for this?
[ Beep ]
>> Terraspin: Terraspin!
[ Wind gusting ]
Detected.
Ultimatrix resetting.
>> Terraspin: Are you kidding?
No bars?
Cancel.
Un-reset.
I mean, Ultimatrix, abort reset,
code 10!
>> That function is not
available.
[ Beep ]
>> Ben: Stupid Ultimatrix!
[ Creatures screeching ]
Come on!
What interference? From where?
Hah!
Ben: Eunice?
Hah!
Ben! Am I glad to see you.
Ben: Me too.
Except that your Unimatrix is
interfering with my Ultimatrix.
If you're absorbing powers, I
can't change.
Can't change. >> Never change.
Hah!
Gwen: [ Grunts ]
You get Kevin. I'll grab Ben.
We don't have much time.
[ Gasps ]
[ Gasps ] Aaah!
Gwen: I got you.
[ Grunts ]
Kevin: Trap-trap-trapity-
trap.
Trap. I told you guys.
[ Creatures screeching ] >> [ Growling ]
Root shark.
All the activity up here
attracted it.
Like almost every predator on
this planet, they consider
arachnichimps to be a delicacy.
That's why we keep to the
that's why we keep to the treetops.
An arachnichimp?
Because I am a unitrix.
I can take on the powers of
whatever creatures are near me.
Like a living omnitrix.
Kevin: Now he's trying to
figure out how much he could get
if he sold you.
If he sold you. >> Follow me.
Back.
This is Haplar and his
family.
Other than your friend here,
they're the only unaffected
arachnichimps I've seen in days.
I came here to investigate
irregularities with the
arachnichimp DNA in the Codon
stream on Primus, but as soon
as I got near the planet, my
ship was blasted out of the sky.
I didn't even have time to grab
my equipment before I was
captured.
The Dnalien arachnichimps
brought me and what was left of
my ship to their leader, Mizaru.
Mizaru didn't know me, but he
recognized my ship as Galvan and
decided to hold me for ransom.
I had to get out of there and
try to save the rest of the
arachnichimps from pending
extinction.
I've been on the run ever since.
I met Haplar a short time later,
and I've been helping his family
to hide and find food, but we
can't hold out forever
they may very well already be
the last of their kind.
Ben: We came to help, but I'm
not sure how.
The DNA repair guns we brought
from earth didn't work.
Those guns were built to
restore human DNA.
Naturally, they have no affect
on arachnichimps.
Kevin: Naturally.
As for the Ultimatrix, Azmuth
gave me a one-way subspace
connection to Primus so I can
upload DNA samples.
Gwen: "Parallel signal
interference."
That's why your powers aren't
working.
Oh. I'll...Shut it off.
[ Beeping ]
Link to Primus
re-establish.
All functions available.
>> Ben: That's more like it.
Now I can cure the Dnalien
arachnichimps.
>> No.
The Ultimatrix doesn't have that
capability.
But the equipment in my ship
does.
>> Kevin: Then what are we
we go to your ship, zap all the
mutant monkeys back to normal,
and we're home in time for
dinner.
>> I was hoping you'd say that.
Come, Haplar. It's time.
Why does he have to go?
>> Because I need an original
DNA sample for my equipment to
work.
Haplar volunteered.
>> You stay with your family,
Haplar.
This mess is partly my fault,
anyway.
Kevin: "Partly"?
I'll provide the DNA sample.
Let's get going.
Of those guards.
Kevin: Hideous mutation will
do that to a monkey.
Ben Tennyson!
Come forth and face me!
Ben: How does he know I'm
here?
Kevin: Relax. He's bluffing.
No way he could know.
I know you are here,
Ben Tennyson.
Haplar told us you were coming.
No!
Surrender, all of you, or
watch Haplar's family become one
with my Dnalien army.
And the others?
Kevin: Yeah, yeah.
We're here, too.
Gwen: Now let them go!
What a noble sacrifice.
It's a pity that sniveling
coward simian isn't here to
witness this -- the end of the
remainder of our kind.
After all, he's the one who made
it all possible.
He's the one who granted me
unlimited power over this enti
planet!
Ben: We had a deal!
What possible reason could I
have for keeping a bargain with
you, Ben Tennyson?
I hold all the power.
You have nothing.
Ben: I have this.
[ Beep ]
>> Swampfire: Swampfire!
[ Creatures screeching ]
>> Gwen: [ Grunts ]
Stop it, Ben!
You'll burn the whole forest
down!
>> Swampfire: Okay, then.
We'll go green.
>> Kevin: Hah!
>> Aaaaah!
>> Swampfire: Eunice!
>> [ Grunting ]
>> Swampfire: No! >> [ Screeching ]
Altered your mind! You can't let them control you!
Simian.
So glad you could join us.
Kevin!
You've got to save simian!
Kevin: Are you kidding?
Gwen: We need his DNA.
He's the only arachnichimp left.
[ Grunts ]
Thank you.
Kevin: Don't.
Once we don't need your DNA
anymore, you're on your own,
dude.
Dude. >> Swampfire: [ Groaning ]
[ Screeching ]
This is either genius or the
this is either genius or the worst idea I've ever had.
[ Beep ]
Ultimatrix power depleted.
Entering recharge mode.
[ Beep ]
>> Thank you, Ben.
[ Creatures screeching ]
>> Kevin: [ Grunting ]
Ship.
Take you anywhere.
[ Grunting ]
>> Ben: I'm going after Mizaru.
>> Kevin: Get in there.
Eunice might need your computer
smarts to pull this off.
>> Gwen: Okay.
But if you need my help...
>> Kevin: I'll cry like a little
girl.
Step right up.
I got plenty for everybody.
One there.
>> Gwen: When it comes to
life-and-death situations.
Life-and-death situations. Still working on the day-to-day.
You're dealing with here, do
you, boy?
>> Ben: I've fought your kind
before -- just another highbreed
slave who doesn't know his
masters have been defeated.
>> Is that what you think?
The xenocite queen tried to
control me, but I was too
strong.
I control it.
I control all!
>> Ben: So, that makes you,
what -- queen Kong?
>> It makes me more than
>> it makes me more than Dnalien, more than Mizaru.
Arachnichimp on the planet.
I am your doom.
One scrawny chimp against the
power of this entire world --
that's your plan?
>> Spidermonkey: I wouldn't call
it a plan, per se.
More of a guideline, really.
>> [ Grunting ]
>> Kevin: Gwen!
I'm not crying yet, but I'm a
little teary-eyed!
>> Gwen: Almost done!
>> I'm scanning in simian's DNA
now.
>> [ Grunting ]
You're no match for me.
I control the Dnaliens through
nothing but my force of will.
>> Spidermonkey: Your mother
must be very proud.
>> She was one of the first to
be transformed.
>> Spidermonkey: O...Kay, then.
[ Beep ]
>> Ultimate spidermonkey:
Ultimate spidermonkey!
>> [ Growls ]
>> [ Growls ] [ Both grunting ]
Know.
Embarrassing.
>> [ Growls ]
This could get messy.
>> Messy?
Wait! I change my mind!
[ Machinery whirring ]
>> [ Screeches ]
[ Beep ] [ Beep ]
You.
Wait -- is that your real face?
Sorry.
Ben, you're alive!
>> Ben: I know. Hero, remember?
Doing some redecorating.
Nice.
Unlimited power over this
unlimited power over this entire planet.
Simian?
You might just turn out to be a
you might just turn out to be a prince after all.
You have made a dangerous enemy
this day!
Mark my words -- you have not
heard the last of Mizaru!
Heard the last of Mizaru! >> [ Growling ]
>> Gwen: And now we've heard the last of Mizaru.
Taking me back to Primus?
Kevin: Nah.
It's only a few hundred
light-years out of our way.
Gwen: Or not.
Azmuth moved it, remember?
>> That's okay. I'll drive.
He's just cheesed because I was
right about simian and he was
wrong.
Kevin: This time, maybe.
But I'm telling you -- a leopard
doesn't change its spots, and an
arachnichimp doesn't change
its...Blue fur stuff.
Ben: I don't know, Kev.
Simian could have taken all that
power for himself, and he turned
it down.
I think all this really got
through to him.
Gwen: Hey, what happened to
the DNA repair guns?
A pleasure doing business with you.