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: You need to put the sword down. Sir George
: Why would I do that, young Master Tennyson? Ascalon is mine. Azmuth
] No. It's *mine*!
: Then there's no reason to prolong this foolishness. Give me my sword. Sir George
: Not while the Daigon lives. If you want it, you'll have to take it. Azmuth
: You think I can't? I am Azmuth - creator of the Omnitrix, scupultor of worlds, smartest being in *five* galaxies. Of course, I can take it from you... Ben Tennyson, take it from him. Ben Tennyson
: You've got it! Gwen Tennyson
: Ben, wait! Doesn't it seem a little... Ben Tennyson
: Azmuth is telling me to fight. You think I'm passing that up?
: [to Kevin
] Respect your elders, stripling. And hair pulling? Seriously? You fight like a girl!
[Gwen blasts George
] Gwen Tennyson
: Wrong! *I* fight like a girl!
: It would be dishonorable of me to destroy you when you are ignorant of the stakes - to say nothing of the sword's true power. But be assured, the next time you get in my way - will be the last!
[George leaves.Kevin rubs his eyes
] Kevin Levin
: Man makes a convincing case. What do you think, Ben? Gwen Tennyson
] Ben is over there. Kevin Levin
: Oh, I'm half blind, okay? Gwen Tennyson
: So I only half look like a guy?
: This sword is a weapon of terrible power. If wielded by one who is worthy, it cannot be stopped. Sir George
: If it is so formidable, why do you not wield it yourself? Azmuth
: Because I am not worthy.
] Do not doubt me, wise one. Your gift may have saved humanity.
[George leaves. End of flashback
: Saved it, or doomed it? After defeating the errant knights and the lucabras, St. George stood alone against the Diago. He cut out its heart and left the sword buried in it. I'll show you.
[Azmuth shows them George fight Daigon
] Kevin Levin
: No! Gwen Tennyson
: I - I can't watch.
[Gwen turns away
] Gwen Tennyson
: I'm gonna be sick. Ben Tennyson
: Azmuth get us out of here now! NOW!
: Oh "Azmuth says?" You've had people second guessing you, Master Tennyson. Everyone from Azmuth, to your parents, to those jackals in the media. Does it not frustrate you? Their thinking that they know better than you? Ultimate Humugosaur
: A little - yeah. Sir George
: Welcome to my world.
: How many times have you known in your heart that your way is best? How many times have you been thwarted because the very people you're trying to protect won't trust you? Ultimate Humugosaur
: What do you want? Sir George
: To be left alone. So that I can destroy my ancient enemy. Ben Tennyson
: [Ultimate Humugosaur changes back to Ben
] Fine. My friends and I will back off. But when you fail, I get the sword.
: You will need a weapon, sire. Old George
: My weapon waits for me in the shrine. It is long past time I retrieved it.
: Daigon won. He got Vilgax to do his dirty work. And now he's taken his heart back to his dimension. Ben Tennyson
: Daigon has all his power again. Old George
: It's far from hopeless.
[Old George picks up his sword, and raises it
] Old George
: Ascalalon is mine once again. Now - now you will see what the dragon saw.
[the sword starts to glow
] Ben Tennyson
: Stop him! Old George
: [Old George reappears - younger
] Let the dragon come.