"[ Insects singing ]" "[ Rapid footsteps ]" "[ Rustling ]" "[ Breathing heavily ]" "I think I lost him." "Ultimate Kevin:" "Think again." "Kevin, don't!" "It's me, Alan!" "Ultimate Kevin:" "I know." "What did I ever do to you?" "Ultimate Kevin:" "You have something I need." "Ugh!" "I'm made of fire." "I don't have anything else on me." "Ultimate Kevin:" "It's mine!" "Whatever you're looking for," "I swear, I don't have it." "Ultimate Kevin:" "All mine!" "More." "Sync by n17t01" "Ultimate Kevin:" "Goodbye," "Alan." "Nrg:" "Enough, Kevin!" "Ultimate Kevin:" "Let me go," "Tennyson!" "Nrg:" "Um, no?" "Alan, can you hear me?" "[ Moans ]" "[ Rustling ]" "Ultimate Kevin:" "I want your power." "Nrg:" "Yes." "Come and get it." "Ultimate Kevin:" "I'm gonna crack you like an egg." "Nrg:" "Let go of me!" "Ultimate Kevin:" "Shouldn't have let you go." "You were doing me a favor." "Only one of us is walking away from us, Tennyson... and it's not gonna be..." "Alan!" "Your time is coming, Tennyson." "[ Moans ]" "En:" "You're gonna be okay." "No, I'm not." "None of us are." "I got off easy." "You should have seen what he did to the others." "Ben:" "Pierce?" "Helen?" "And Manny." "And some guy named Dr. Vicktor." "I didn't understand what Kevin wanted from us until now." "Ben:" "Your energy." "And he's never gonna stop... unless I stop him." "For good." "Gwen:" "No, I won't help you." "Ben:" "If you won't use your powers to track him down, I'll just go find him myself." "Gwen:" "But it's Kevin!" "Ben:" "Wake up and smell the end of the world, Gwen... he's out of control." "Gwen:" "He's our friend." "Ben:" "Wasourfriend." "Gwen:" "We'll figure out some way to save him." "Ben:" "He's too far gone." "Either we save Kevin, or we save the world." "Gwen:" "I won't let you hurt him." "Ben:" "Out of my way." "Gwen:" "He's come out of this kind of thing before." "Remember what he was like when he was little?" "Ben:" "Do you?" "He's worse now than he ever was, and you know it." "Gwen:" "There has to be something we can do." "Ben:" "He's beyond our help." "We have to think about the safety of everyone else." "Gwen:" "I'm not letting you out." "Ben:" "Yes, you are." "Chromastone:" "Chromastone!" "Gwen:" "I won't let you do this!" "Chromastone:" "Go back inside," "Gwen!" "There's no way you can beat chromastone with your kind of powers!" "Gwen:" "Think so?" "Facio Gravis!" "Now you'll stay here." "Chromastone:" "Yeah?" "What do u think Kevin's doing while you're wasting my time?" "Gwen:" "TabescoCaix!" "Terraspin:" "Terraspin!" "If you think for one second that" "Kevin wouldn't drain you dry..." "Gwen:" "Somefriendyou are ." "You won't even try to help him." "What if it was you?" "Terraspin:" "I 'mnotgoingto argue with you anymore, Gwen." "Gwen:" "TardusMotus!" "Nrg:" "Nrg!" "Gwen:" "Ben?" "Nanomech:" "Nanomech!" "I dodged between the lava droplets." "Gwen:" "CloudoDoris!" "Nanomech:" "Aah!" "Gwen:" "Gameover,cousin." "Check and mate." "Waybig." "Ben:" "Youknowwhy you lost?" "Because you care about not hurting me." "And that's exactly why you can't do what it takes to deal with" "Kevin." "[ Pounding, screaming ]" "Lodestar:" "KevinLevin." "Where do I find him?" "I said, where is he?" "[ Pounding, screaming ]" "Gwen:" "I 'msorryto botheryou  while you're still recovering, grandpa." "Max:" "I 'malwaysgladtosee you, Gwen." "Anyway, I don't have a lot to do in this re-gen tube but float and heal." "Gwen:" "Wecan'tlet Ben  destroy Kevin." "We've got to find a way to cure him." "Max:" "Benis right." "Gwen:" "I know,he ... wait, what?" "Max:" "Youareaplumber,Gwen." "A lot of people are depending on you." "You've got to put your feelings aside and do what's right." "Gwen:" "Thisis Kevinwe're talking about." "Max:" "Ifyoucan 'tbea  professional, then just stay out of the way and let Ben do what needs to be done." "Gwen:" "But,grandpa..." "Max:" "I can'thelpyou ,Gwen." "Gwen:" "ThenI'llfindsomeone who can." "[Breathingheavily]" "[Sniffing]" "[ Chewing noisily ]" "Gwen:" "Lookat you." "I never thought I'd see you like this..." "Michael." "You'renotcatchingmeatmy  best." "Perhaps if you'd bothered to call first before just dropping by." "Gwen:" "Ittookalotofgoing through police reports to find your hunting area." "Hard to believe you've been reduced to draining energy out of dogs in back alleys." "Wealldo whatwemust to survive." "Where's Tennyson?" "Gwen:" "He'sbusy." "AndLevin?" "Gwen:" "Busier." "Enough with the chit-chat." "Your manna." "It's as intoxicating as ever, lovely Gwen." "You think I'm defeated?" "I..." "I can still..." "Gwen:" "I 'mnotheretofight you, Michael." "I'm here to help you." "Restituo Navitas." "Argh!" "Gwen:" "Vispenetrointus." "No!" "Gwen:" "Vigoratuspervita." "Whywouldyoudothis forme?" "Gwen:" "Because..." "I need your help." "[ Communicator beeps ]" "Ben:" "I 'mdonetalking,Gwen." "Max:" "I 'mnotGwen." "But we are gonna talk about her." "Ben:" "Shecouldn'tconvince me, so she ran to you." "Max:" "Somethinglikethat." "Ben:" "Youagreewithher?" "Max:" "No." "Kevin'samenace." "Your friendship aside, the only responsible move is to take him down with all necessary force." "Ben:" "ThenIdon 'tunderstand why you're talking to me." "Max:" "It'sthelogicalmove ." "It's the safest move." "It's the sensible move." "Ben:" "But?" "Max:" "It'snotthe Ben move." "You trust people." "You give them second chances." "And they live up to your expectations." "Kevin was a sociopath when you were kids, but you trusted him anyway." "Ben:" "Andlookhow thatworked out." "Max:" "He'sturnedintoafine young man." "A hero a dozen times over." "Ben:" "Butnowhe'samonster." "Max:" "True." "And I'd put him down like a mad dog." "But I never thought you would." "You always find another way." "Ben:" "Notthistime." "When I thought you were dead, I had to do a lot of growing up." "Max:" "Youdidfine." "Ben:" "Forawhile." "But then I let my fame go to my head." "I've been as big a jerk these past few months as I ever was." "Aren't you gonna argue with me?" "Max:" "Notwhenyou 'reright." "Ben:" "I 'vehadfun,but I always told myself that when the situation got serious, so would I." "Max:" "I 'mnotgoingtoargue with you, Ben." "I just wanted to make sure you'd really thought about this." "Ben:" "I have,grandpa." "I'm sorry about what's going to happen to Kevin." "Really, I am." "But this isn't kid stuff anymore." "Playtime's over." "[ Footsteps approaching ]" "Humongousaur:[ Roars]" "Whydoyoukeepfollowingme around?" "!" "Humongousaur:" "You'vedone business with Kevin before." "Sure,youknowIhave ." "He really puts himself into his work." "If you know what I mean." "And I think you do." "Humongousaur:" "Whereis he ?" "!" "Watchit!" "I'm still paying for this!" "Humongousaur:" "Answerme !" "Notthearms!" "They're the hardest parts to replace!" "They're always on backorder!" "Humongousaur:" "I amnot playing games, Vulkanus." "Where is Kevin?" "!" "EvenifIknew,Iwouldn't tell you." "You didn't say please." "Toodle-oo!" "Nobody likes a bully, you know!" "Humongousaur:" "Stopholding out on me, Vulkanus!" "Spill!" "[Sputtering]" "Oh, if you keep it up, I'm gonna [ belches ]" "Humongousaur:" "Huh?" "Gwen!" "Gwen:" "Lethimgo, Ben ." "Youtellhim,sister." "Gwen:" "Justlistenfor a second, will you?" "Humongousaur:" "Outof my way," "Gwen." "I'm gonna find Kevin, no matter what it takes." "You'llneverfindhim ,but I can." "Humongousaur:" "Whatareyou  doing here?" "!" "Why,I 'mmerelyofferingyou  my assistance with your osmosian dilemma." "Isn't that right, lovely Gwen?" "Gwen:" "Don'tpushit, Michael." "Ben:" "YoubroughtDarkstar into this?" "And he's going to act like he's our friend again, right?" "Gwen:" "He'stheonlyonewho can help Kevin." "Ben:" "Sure." "ButI canhelp,becauseyou don't understand Kevin, and i do." "Ben:" "You'remakingevenless  sense than usual." "Gwen:" "Shh!" "Givehim achance." "Icanhelpyou ,Tennyson, because I can predict Kevin's next move." "Kevin and I are the same." "Ben:" "Uh-huh,you'reboth evil." "Webothhaveaninsatiable craving for energy." "Ben:" "Andyou'reevil." "Gwen:" "Kevin'snotevil." "Somewhere deep down, he's still our friend." "No,lovelyGwen,he'snot your friend anymore." "He just looks like him." "He's..." "An empty shell, knowing only a hunger that must be fed." "That craving is his weakness." "Gwen:" "Michaelhasaplan to cure Kevin." "Ben:" "I alreadydon'tlikeit." "WhentheDominuslibriumwas destroyed, I managed to save a piece of it." "Ben:" "Theenergy-absorption thing you used to cure Kevin before?" "Precisely." "Ben:" "Great!" "Unfortunately,itno longer works." "Ben:" "Great." "Butwithalargeenoughpower  source, we may still be able to tap into its inherent abilities." "Ben:" "You'rekiddingme,  right?" "Gwen's already wasted enough time trying to find a cure for" "Kevin." "It's too late for that." "Every moment he's on the loose is a moment too long." "Now, for the last time, are you going to help me find Kevin?" "!" "'Cause if not, whatever else he does, it's on your head." "UltimateKevin:[Muttering]" "Gwen:" "Kevin?" "UltimateKevin:" "Badidea," "Gwen." "Gwen:" "Whatis ?" "UltimateKevin:" "Trackingme here." "Gwen:" "I hadto ." "Ben's after you." "UltimateKevin:" "Youbrought him here?" "!" "Gwen:" "No,Icamesowe could  talk." "You and me." "UltimateKevin:" "Yeah?" "Gwen:" "Yeah." "Ben is gonna do whatever it takes to stop you." "Do you understand?" "Whatever it takes." "But I've come up with a way to help you." "If you just trust me, I really think I can cure you." "UltimateKevin:[Groaning]" "You shouldn't have come here!" "Don't you realize I've been trying to stay away from you?" "!" "Gwen:" "Why?" "UltimateKevin:" "BecauseI knew what I'd do to you if I had the chance." "Gwen:" "Incendiaabsum!" "Don't make me hurt you, Kevin." "UltimateKevin:" "Giveityour  best shot." "Gwen:" "SilicisMiles suscitatio!" "UltimateKevin:" "Yousummoned" "Charmcaster's pet monsters?" "I got to say, I'm impressed." "Gwen:" "I 'msosorryIhadto do this to you." "UltimateKevin:" "Thanks,Gwen." "And I didn't get you anything." "Gwen: [ Gasps ]" "Ultimate Kevin:" "Hello, lovely" "Gwen." "Gwen: [ Screams ]" "Gwen: [ Strained ] Kevin!" "Stop!" "You're hurting me!" "Kevin:" "This is your fault." "You could have helped me with your magic." "Gwen:" "No!" "I tried to..." "Kevin:" "You tried." "Everybody tried." "But here I am, a monster, and if" "I look the part, why shouldn't I act it?" "Gwen:" "I'm here to help you now!" "Kevin:" "Help yourself." "Gwen: [ Screams ]" "Punctum contego!" "Kevin, please!" "Talk to me!" "Kevin:" "I 'mcomingforyou ," "Gwen." "Gwen:" "Abeoexorior!" "Ben:" "Thoughtwe weregonna have to come in after you." "Gwen:" "Notquite." "Isuggestwe prepare ourselves for what's coming next..." "And quickly." "Gwen:" "Itdidn'twork," "Michael." "Kevin's just as dangerous as ever." "Ben:" "Huh." "And I thought for sure you'd be able to just talk him out of his mindless revenge spree." "It worked perfectly, lovely" "Gwen." "Levin has had a taste of your power." "He's going to want more." "Ben:" "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." "Ben:" "Do I know y..." "Cooper?" "I had a growth spurt." "Gwen:" "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." "Ben:" "TheDominuslibrium again?" "Still a bad plan." "Gwen:" "Iftheycan get it working, we can use it to cure" "Kevin, just like last time." "Ben:" "Andif it doesn'twork?" "Youalreadyknowthe answer," "Tennyson." "There is but one way to deal with a mad dog." "Gwen:" "Butit 'snotgoingto come to that." "It's going to work." "I'lldoeverythingIcan," "Gwen." "Ben:" "It'sobviouswhy" "Cooper's helping." "You, not so much." "Thesameas always," "Tennyson... power." "Gwen:" "I promisedhimmanna," "Ben." "If he helps, I'll give him enough to keep him at full strength for a year." "Ben:" "Yeah." "Great plan all around." "Gwen:" "Itwasthe onlywayto save Kevin." "Ben:" "Weareway pastthat ," "Gwen." "Gwen:" "No." "All we have to do is..." "Ben:" "There'sno "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, al those people he's going to hurt, that's my fault, too." "Gwen:" "Yougottoletmetry ." "Ben:" "I will,butonlybecause 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 coupleof hours?" "Ben:" "Youthinkwecandelay" "Kevin anywhere near that long?" "!" "Um..." "Less?" "Ben:" "Inonehour,yougetone shot." "Then Kevin belongs to me." "Kevin:" "Gwen!" "I know you're in there." "I can smell your manna everywhere." "Max:" "Shecan'tcomeoutright  now." "Can I help you?" "Kevin:" "Unlessyouwant another trip to the hospital, old man, you'll step aside." "Max:" "Notbeforewetalk ." "Kevin:" "Wegotnothingtotalk about." "Move or die!" "Max:" "Yourcall." "Kevin:[ Grunting]" "Oof!" "Max:" "Sorryit hadtoendlike this, kid." "Kevin:" "Notas sorryasyou're about to be." "You think that's gonna save you?" "I've had enough of your tricks!" "Max:" "Toobad." "I'm just getting started." "[ Tires screech ]" "Fire!" "Kevin:" "Aaaah!" "[ Groans ]" "Max:" "Aah!" "Kevin:" "Don'tknowwhy Iever  looked up to you." "You don't even have any power to steal." "Puthimdown,Kevin." "Kevin:" "Youdon'ttellmewhat to do!" "Isaid,"puthim down"!" "Are you listening to me, son?" "Kevin:" "You'renotmyreal  father!" "You don't tell me what to do!" "Max:[ Grunts]" "You'reright..." "I'mnot ." "But you were 4 years old when I married your mother, and I raised you like my own." "Kevin:" "So?" "So?" "So you're going to listen." "Kevin:" "Yougotnothingtosay to me!" "You've tried to take my real dad's place, you convince my ma to kick me out on the street when I was 11 years old." "Wedidn'tkickyou out ," "Kevin." "You demolished our house!" "Kevin:" "Whatever." "If ma really loved dad, she would have never remarried." "Youwatchyourmouth." "Your mother loved your late father more than she loved me, and you more than either one of us." "Kevin:" "Stepaside,Harvey." "I'm here to see Gwen." "Soyoucandrainherpowers?" "Max told me what you've been doing." "I'm not gonna let this happen again." "Kevin:" "Howareyou gonnastop  me?" "You hiding my ma in there?" "No." "I 'dneverlether see you  this way." "She was so proud of what you were becoming." "I won't let you break her heart again." "Kevin:[ Grunts]" "I'mnotafraidofyou anymore, Kevin." "Ben:" "I 'lltakeit fromhere," "Mr. Hackett." "Kevin:" "Figuredyouwere around here somewhere, Tennyson." "Ben:" "Yeah." "Gwen had this plan where we'd all talk to you, and you'd see the error of your ways." "Kevin:" "SoundslikeGwen,all right." "Ben:" "Butyouand Iknow  better." "We both know there's only one thing you understand." "Bigchill:" "Bigchill!" "Kevin:[ Grunts]" "Bigchill:" "Goodshot." "But I suppose that's cold comfort." "[ Inhales ]" "[ Exhales ]" "Ben:" "I'm sorry I had to do this to you, Kev... ungh!" "Kevin:" "Alwaysso sureyou 're gonna win." "What do you got to say for yourself now?" "Ben:[ Weakly]Spidermonkey." "Kevin:" "Ungh!" "Where are you, Tennyson?" "!" "Oof!" "Spidermonkey:" "It'sgoing, going, gone!" "That's Tennyson's 250th home run this season!" "Kevin:" "Tennyson!" "Spidermonkey:" "Mayhaveto call that a ground-rule double." "[ Shrieks ]" "Kevin:" "Aah!" "Max:" "Ben!" "Spidermonkey:" "Uh,sorry, grandpa." "Gwen:" "Whatareyou doing?" "!" "Spidermonkey:" "I saidIwas  sorry." "Anyway, you're supposed to be hiding." "Gwen:" "Andyou'resupposedto be delaying him, not dropping r." "V.S on his head!" "Spidermonkey:" "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." "Kevin:" "Gwen?" "Spidermonkey:" "Quick... what was that plan again?" "[ Panting ]" "Kevin:" "You're in my way," "Tennyson." "Spidermonkey: [ Screeching ]" "Max:" "Ben!" "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." "Ben:" "You sure this is how you want to play it?" "Gwen:" "It'showyou wantto 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 ]" "Ben:" "What's happening?" "[ Tires screech ]" "Ben:" "Gwen?" "Gwen?" "!" "Gwen:" "Run." "Kevin:" "I'm starting to think you're deliberately avoiding me." "Gwen:" "Kevin, you're not well." "Think about what you're doing." "Kevin:" "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." "Gwen:" "Tempestasserrectum!" "Stay back, Kevin!" "Kevin:" "I 'mnotafraidofyou." "Gwen:" "Youshouldbe." "Tempestas impetus!" "Kevin:" "Aaaaah!" "Ah, thanks for the pick-me-up." "Gwen:[ Grunts]" "I still believe in you, Kevin." "Ben:" "That'swherewediffer." "[ Omnitrix beeping ]" "Echoecho:" "Echoecho!" "Kevin:[ Grunts]" "Get off of me!" "Echoecho:" "Wallofsound!" "[ Screeching ]" "Kevin:" "Aaaah!" "Echoecho:" "Oh ,no !" "Kevin, you wouldn't!" "[ Screams ]" "Kevin:" "Now,wherewerewe?" "Gwen:[ Grunting]" "Ship!" "Ship!" "Ship!" "Gwen:" "Slowdown,ship." "We don't want Kevin to catch us, but we don't want to lose him, either." "Ship!" "Ship!" "Gwen:" "I can'tbelievehow  hard Ben was fighting." "He was really trying to hurt" "Kevin." "Julie:" "Kindof lookedthe  other way around to me." "You're sure he's okay?" "Gwen:" "Thisis Benwe're talking about." "Echoecho:" "Luckily,Ialways keep a spare in the trunk." "That should be enough of a head start." "[ Cellphone rings ]" "ThisisCooper." "Goahead." "Gwen:" "We'realmostthere,and" "Kevin's right behind." "We'renotready,Gwen!" "Wewillbe ." "I can finish from here." "Just slow him down." "How am I supposed to delay" "Kevin?" "This is an abandoned military base." "Think." "Kevin: [ Grunts ]" "That's it." "I'm out." "Jie:" "Are you sure about this?" "Gwen:" "Not really." "Ship?" "Gwen:" "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!" "Kevin:" "Trying to make time with my girl, huh?" "Aaaah!" "Ben?" "Ultimate echo echo:" "Yeah, it's me." "This is a new one." "[ Whispering ]" "Do it!" "Kevin:" "Youarereally starting to bug me." "Ultimateechoecho:" "I'm sorry about that, but I can't let you hurt anyone else." "Gwen:" "Ben,youpromisedwe'd  try it my way first." "Ultimateechoecho:" "Yeah,I lied." "Kevin:" "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!" "Ultimateechoecho:" "Idon't even like being famous." "Between you and me, I wish I had my secret identity back." "Kevin:" "Myheartbleedsfor you." "Now you just bleed!" "Ultimateechoecho:" "[ Grunting ]" "Kevin:" "Nice." "But I've got all your powers." "Sooner or later, you're gonna make a mistake, and that will be the last time." "Ultimateechoecho:" "I'lltry to make this as quick and painless as I can." "Sonic doom!" "Kevin:" "Aaaaaah!" "Ultimateechoecho:" "One more should do it." "Gwen:" "Ben,don't!" "He's our friend!" "Ultimateechoecho:" "Hewas going to hurt you." "Gwen:" "It'snotKevin." "It's the power." "It's not his fault!" "Ultimateechoecho:" "Paradox said I was the one who will do what has to be done." "I got to!" "Gwen:" "Thendo it ." "Protect the innocent... that's" "Kevin, too." "Ben:" "Youbetterberight." "That'sit." "We're ready to go." "Gwen:" "Areyousureitwill work?" "Prettysure." "I mean..." "Yes." "[ Machine hums ]" "Kevin:[ Screaming]" "Aaaah!" "[ Machine powers down ]" "Gwen:" "Kevin!" "[Laughs]" "You pathetic imbeciles!" "This was my plan from the beginning!" "The power is mine!" "Nothing can stop me now!" "Ben:" "Likeeverybodydidn't see that coming." "[ Beep ]" "No!" "What..." "Happened?" "Ben:" "All the power you stole and all the power Kevin stole, it just went back to where it belongs." "Kevin:" "And that's the least of your problems." "Nice work, kid." "Gwen:" "You saved his life!" "[ Gasps ]" "Ben figured out Darkstar's plan and told me what to do." "Kevin:" "Hey, since you're kissing people..." "Ben:" "Now,that'swhatIcall a happy ending." "I guess." "Max:" "You don't know the half of it." "We expected heatblast and the others to get their powers back..." "Julie:" "But even the energy" "Aggregor stole went back where it belongs." "And returned us from oblivion." "Thank you, Ben Tennyson." "Ben:" "Wasn't me this time." "It was all of us." "Kevin:" "Listen, uh, when I was, uh, out of control, I said some things..." "Ben:" "No need to apologize." "We're both kind of jerks." "That's why we get along." "Gwen:" "I 'mnotajerk." "Ben:" "Good point." "If I were you, I'd apologize." "Kevin:" "Yeah, well, if I were you, I wouldn't have been such a wuss!" "Ben:" "Wuss?" "!" "Kevin:" "If you ever lost it like I d, I would have taken you down right away." "Ben:" "Andif Ihad ,you  wouldn't be here to call me a wuss!" "Kevin:" "So it worked out great." "Gwen:" "Who wants to go with me and help explain to my folks what happened to their house?" "Kevin:" "Mr. smoothie?" "Ben:" "You buying?"