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Humungousaur / Big Chill / Jetray / Swampfire / Goop / Echo Echo / Brainstorm / Spidermonkey / Chromastone
Forever Knight #3 / Counterman
At the end of the episode, when Azmuth states that alongside him, somebody else also thought that Ben was the true wielder of the Omnitrix, he was referring to Max, which was revealed in "The Final Battle: Part 2", during Ben and Azmuth's conversation.
Some of the aliens' weaknesses are shown here, like Brainstorm has a weakness to sonic blasts.
Ben's weakest subject is physics.
The Burger Shack is mentioned earlier in the series, in "Save the Last Dance."
"X" Marks The Spot:
When Kevin places an X on Ben's cheek to tell the difference between him and Albedo, Kevin says "We'll call you Ben X".
X is the Roman Numeral for 10.
Azmuth tells Ben that the Omnitrix would break because of multiple transformations, but the Omnitrix has done multiple transformations before without any problems. In the episode Secrets from the original series the Omnitrix was overloaded by one of Vilgax's machines which caused multiple transformations, but Omnitrix did not suffer any damage. How could the Omnitrix have been in danger of breaking because of controlled tranformations, while the uncontrolled transformations caused by a overload did not even break it?
When the team drove up to the 'Computers' store to find Albedo, Kevin parked the car, left his door wide open, and left.
The frozen Forever Knight holding a sword in the background when Ben first meets Albedo, changes his angle of position repeatedly. The second frozen Forever Knight, disappears and reappears constantly.
Look Closely/Pay Attention: The oil-stain patterns on the bags of chili fries Albedo Ben and Ben get are exactly identical.
When Albedo Ben gets his chili fries and starts walking away, the number ten on his jacket disappears.
Burger Shack's house logo has appeared before in the episode "Darkstar Rising." It was on the cup filled with soda that Gwen gave to Kevin.
Ben asked Azmuth what the Omnitrix was really for, in Ben 10: Secret of the Omnitrix. Azmuth told him it was meant to bring all lifeforms in the universe closer, which is what he told the Highbreed in Alone Together. In this episode he asked the same question even though he knew the answer.
When Ben leaves Burger Shack, he isn't carrying the bag of chili fries he just bought.
Albedo doesn't shout out the name of the alien(s) he's turned into.
This is the first time Ben alludes to the fact that he and Julie are going out.
This is the first time an ordinary Forever Knight's face is revealed in the entire series.
Ben: (shows Gwen his test) C+! And you thought I wasn't really studying.
Gwen: I'm sorry. The suspicious circumstances made me... suspicious!
Kevin: And I'm sorry I thought it was you kicking butt.
Ben: Fair enough... I suppose. Don't know how much I like Azmuth not letting Albedo turn back. Like that's a punishment. Being me isn't so bad. (slurps his slurpee)
Azmuth: There are difficult trials ahead. Be ready. (teleports away)
Gwen: First trial is your physics test in about three hours.
(scene changes to classroom)
Ben: (nervous) Oh man. (Julie receives an A on the test and Ben receives a C+)
Azmuth: He won't bother you again. You're on your own from here.
Ben: I still have a few questions. Like what's the watch really for, and how many aliens can I... (interrupted)
Azmuth: Look kid you alone have made the Omnitrix a force for good in ways I never conceived. It's better I think to allow you to create your own way of using it. No question for all my concerns, you're the only being worthy to wear it. And I'm not the only one who thinks so.
Ben: Who else?
Azmuth: My business. It's a surprise.
Kevin: Now you're just teasing.
Azmuth: Albedo, through your arrogant act of rebellion, you have proven yourself a lesser being. (detaches Albedo's Omnitrix) You shall remain as you are in a prison of your own making.
Albedo Ben: No, you can't!
Azmuth: I am.
Albedo Ben: I hate you! (gets absorbed into the Omnitrix)
Albedo Ben: He's here.
Gwen: Who's here?
Albedo Ben: Azmuth.
Azmuth: You bet he is. Azmuth of the Galvan; the true genius behind the Omnitrix. You've overloaded the thing so badly I cound sense it half-a-galaxy away. Those non-stop transformations are going to break it.
Ben: I was just…
Azmuth: (interrupts) Save it, I know. Albedo my former assistant built an inferior copy. I warned you that there could only be one Omnitrix. You ignored me.
Kevin: (referring to Albedo) Someone's in trouble.
Albedo Ben: You have damaged this form. You will pay.
Ben: Tell me how to get these apart.
Albedo Ben: Perhaps if one of us could manage to die.
Ben: Don't tempt me!
Kevin: Great, now we're all trapped.
Ben: (after the Omnitrix's fuse) What's going on?
Albedo Ben: Their proximity is creating a bio-energy feedback. (Albedo Ben's jacket, shirt, eye and hair color change)
Kevin: No confusing those two now.
Chromastone: Ahh! (accidentally turns back to Ben)
Ben: Uh oh!
Albedo Spidermonkey: I told you uh, ooh! (jumps up and down) I told you! You have drained your Omnitrix. (screeches) Where as mine... (transforms back)
Albedo Ben: ...I don't need an Omnitrix to destroy you!
(both swing at each other and the Omnitrixes fuse)
Kevin: (Gwen cutting the packing foam with magic beams) Ow hot!
Kevin: (struggling to break loose)This reeks. He got us with packing foam. No leverage.
Ben: Look Albedo, you're not getting my Omnitrix.
Albedo Ben: I have all of your powers and a superior intellect. Surrender if you value your life.
Ben: Cause that would be so much smarter. (turns into Goop)
Albedo Ben: Guys over here. I think I heard something.
Kevin: (referring to Ben) Didn't you go the other way?
Albedo Ben: Yeah. Oh man, I should not have erased Kevin's mark.
Ben: (appears and yells) Hit the deck! (Albedo Ben shoots Gwen and Kevin with packing foam)
Gwen: (in the Computers store) Too many machines. Not enough living things. I can't track Albedo in here.
Ben: We'll split up and surround him.
Gwen: How will we know which one is the real you?
Ben: (Kevin draws an X on Ben's cheek) Hey!
Kevin: We'll call you Ben X. (Ben rubs his cheek with saliva and gets rid of the X)
Humongousaur: (Albedo Jetray shoots rays at him) Hey, that really stings!
Albedo Ben: You are not worthy to wear the Omnitrix.
Albedo Ben: Very well, there are other ways to disarm you. (pushes Kevin and transforms)
Albedo Jetray: (grabs Ben)
Ben: Oww! (transforms)
Ben: Since you built the Omnitrix, tell me how it comes off.
Albedo Ben: (confused) Yes, I trust you are versed in the practical applications of eight dimensional quantum gravity monopole equations. (silence)
(Albedo Ben's left eye twitches)
Ben: It really does twitch when I lie.
Kevin: Told ya.
Kevin: (talking to Albedo Ben) Well which is it? Do you want the watch to fix it, or to keep the universe from falling apart?
Albedo Ben: Both!
Albedo Ben: (talking to Ben) You see, your DNA is encoded as the default in your Omnitrix. Mine synchronizes across space and time with yours. You have become my default as well.
Albedo Ben: (talking about the Omnitrix) It is incomplete and prone to catastrophic malfunction.
Ben: (taps the Omnitrix) Not lately.
Albedo Ben: You have great luck, or by now you would've ripped a hole in the fabric of the universe.
Albedo Ben: I am the builder of the Omnitrix. I must have it back. Your days as Ben 10 are at an end. Remove your Omnitrix and return it.
Ben: Wait Albedo, I thought this was the only Omnitrix in the universe. And anyway, a guy named Azmuth built it.
Albedo Ben: Azmuth is a liar.
Ben: But the DNAliens, the Highbreeed. I'm supposed to save the world with it.
Big Chill: (lands and talks to Gwen and Kevin) You left me. (sees Albedo Ben)
Ben: (after transforming back) And uh, who is your good looking friend?
Albedo Ben: Ben Tennyson? A most difficult creature to find; but I must see you. I am Albedo of the Galvan.
Ben: A Grey Matter? (looks at him) You're kinda tall.
Gwen: Change back Ben; let's go home.
Albedo Ben: Yes, it is I, Ben Tennyson. Transport me, Ben 10, to my domicile. There are grave matters there of a personal nature to which I Ben 10 must attend.
Kevin: (smells Albedo Big Chill's breath) Phew, 'chilly fries'. (fans the air with his hand)
Albedo Big Chill: Ugh, I agree.
Gwen: (talking to Albedo Big Chill) Ben? Are you feeling okay? You kind of took off without us back there.
Albedo Big Chill: (grabs Gwen)You, you know of Ben? Where is Ben?
Kevin: (pushes Albedo Big Chill) I knew you'd snap eventually!
Gwen: Here he comes. (Albedo Ben comes out of Burger Shack)
Kevin: (Albedo turns into Big Chill and flies off) What the heck? (follows Albedo Big Chill)
Ben: (appears) Guys? Guuuys! (turns into Big Chill and chases Kevin and Gwen)
Albedo Ben: (outside of Burger Shack) Buuuuuuurp! I sicken myself.
Ben: (after Albedo Ben walks away) Chili fries.
Cook: Careful kid, those double portions catch up on you. (pats his big round belly)
Ben: (confused) Excuse me?
Cook: Friendly advice. Take it or don't. (hands Ben his bag of chili fries)
Albedo Ben: You disgust me. You, this miasma you call food; its foul smelly-oily-digestive-preparation. Everything human reeks!
Cook: Yeah, probably the onion. (hands Albedo Ben his bag of chili fries)
Albedo Ben: (smells his food) Ahh. All the same I find myself craving the entire putrid experience. It must be in the DNA. (stuffs his mouth with chili fries)
Kevin: (talking about Ben) I believe him. When you lie your left eye twitches. (Ben touches his left eye) But who knows; maybe you've been blacking out and sleep fighting.
Gwen: Is that possible? Is the Omnitrix making you attack your enemies in your sleep?
Ben: If we're going to discuss this, I need more chili fries. (sees empty tray) You said you didn't want any!
Julie: What? They're delicious.
Gwen: (tracking Ben by a soda can) Tracking Ben like this feels weird Kevin.
Kevin: Your idea. All I know is that there is a lot of alien com traffic and Tennyson's name keeps coming up.
Gwen: Getting something. Make a left.
Albedo Ben: I will not trust the universe's fate to an unworthy human. If my Omnitrix cannot function, I will have his.
Azmuth: I told you the Omnitrix is beyond you. You could have doomed us all!
Ben: So the universe really was at stake?
Azmuth: If you would've lost the Omnitrix, yes. Albedo only wanted it to restore his original form.
Albedo Ben: This human body is unbearable!
Kevin: I get that. And the face is even worse! (Ben and Gwen look at Kevin)
Kevin: (to Ben) Evil twin, huh? Guess you really are a hero!
Ben: (referring to his physics test) A hero with a big test in the morning. I'd be home studying if you would've listened to me the first time.
Gwen: (talking to Ben) With Grandpa Max gone, we've got to rely on each other. If you've got a secret, you should spill it.. now!
Ben: I swear. I've been all about calculating the angular momentum. If I don't pass my mom will ground me. Which means minimal hero time (points at Omnitrix), and zero Julie time (gestures at Julie). You do the math. (in a low voice) Cause apparently I can't.
Julie: (talking to Gwen) Wait. Considering the aliens and weird transformations and stuff Ben deals with, there could be any number of explanations for what you saw.
Kevin: You're saying you can vouch for his whereabouts?
Julie: No, I got here a few minutes ago. He studies and I come over to help him review. Not that he's actually acing the reviews.
Ben: (insulted) I'm getting better.
Julie: (sarcastically) Yeah, real effort.
Kevin: (walks into house with Gwen) Congratulations Tennyson. You're finally putting the Omnitrix to maximum use. You know, clan destine and butt-kicking wise.
Ben: What are you talking about?
Gwen: Nice try. We saw you as Jetray flying away from a battle.
Ben: Look, I've been studying all week for a physics test tomorrow. It's my worst subject.
Gwen: Maybe you're not really studying.
Julie: (with mouth full of fries) You get it Ben? The kid weighs 25 kilograms, 3 meters per second, 2 meters from the sudden merry-go-round.
Ben: (brushes off crumbs from his hands) Julie wait. I better write this down.
Kevin: (talking to Gwen) Your cousin took out a whole hive (referring to DNAlien hive). Come on! He doesn't have the guts.
Gwen: You mean it's not like Ben to go on a mission like that alone.
Gwen: Why is he keeping secrets from us?
Forever Knight: (on the ground) Ben 10 has shown no mercy.
Gwen: Well what did you do?
Forever Knight: Nothing. I swear on my order. He's ruined three of our castles in as many days.
Gwen: (looking at Kevin) First I've heard of it.
Forever Knight: They say at court, that the cursed Ben 10 has even attacked a hive of... DNAliens.
Gwen: (looking at the torched Forever Knight castle) Wow...
Kevin: Gwen, up there. (points to Albedo Jetray)
Gwen: Ben, hey! (Albedo Jetray flies away)
Albedo Humongousaur: (talking to Forever Knight) Answer me, where is he?
Forever Knight: (confused) Why ask what you already know? Are you testing us?
Albedo Humongousaur: (puts Forever Knight against wall) I test your will to live. Now, for the last time... (changes back to Albedo Ben)
Albedo Ben: ...Where is Ben Tennyson?
(Albedo Ben remains locked in a cell somewhere is space)
Albedo Ben: Why bother with a cell? This human body is prison enough...
(A slot on his door opens and a green rod made of alien food is pushed in)
Albedo Ben: But someday I will be free and they will all suffer, starting with Ben Tennyson. Until that day... (throws his food against the wall) Bring me chili fries!
Gwen: (referring to Albedo) He could be a Highbreed trying to trick you out of it.
Ben: Maybe. Why don't you show your face? It feels a little, crazy talking to myself.
Albedo Ben: If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly, teenage human body! Constantly craving chili fries and scratching myself in places I suspect are inappropriate!
Gwen: Wow, he really is you!
This is the first time we learn that Ben isn't good at physics.
This is the first appearance of Burger Shack, another fast-food joint the kids patronize. This is where they buy the chili fries they crave.
Ben now has a new arch enemy: Albedo.
This marks Julie's third appearance in the series.
This is the first time we see Ben and Julie in their class room.
After the struggle with Ben, Albedo Ben has a red jacket and eyes, and white hair.
The Omnitrix that Albedo has contains Ben's human DNA. This allows Albedo to transform into Ben: an 'alien creature'; just as Ben can transform into other alien creatures.
Even though he does voice acting in this episode, Robert David Hall does not reprise his role of Azmuth. Instead, Jeff Bennett voices him here.
Another Galvan makes an appearance whose name is Albedo. Albedo is a young assistant of Azmuth who made his own Omnitrix. His true form isn't seen as he is stuck looking like Ben.
Alien Form(s) Used by Albedo:
1) Humongousaur (x2)
2) Jetray (x2)
3) Big Chill (x2)
5) Echo Echo
Alien Form(s) Used by Ben:
1) Big Chill
This is the first appearance of Azmuth since Ben 10: Secret of the Omnitrix.
All of the aliens were featured in this episode (Alien X excluded).
New Alien Ability!
Goop can shoot an acidic substance.
Episode Title: "Good Copy, Bad Copy"
This could be a reference to the saying "Good Cop, Bad Cop" that gets used in a lot of TV shows/movies.
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