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"Whoa! The soccer ball turned into a giant spider!" cried a human boy.

2
00:00:25,854 --> 00:00:29,782
"It's going to attack us!" cried a girl.

3
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"Run for your lives!" cried another kid.

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The human soccer players sprinted off the field and hid.

5
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All around Ben, human kids leaped up.

6
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They pushed and shoved as they rushed down the bleachers' steps.

7
00:00:46,590 --> 00:00:52,231
"This is terrible!" Mr. Freaky wrung his hands.

8
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"Everything is totally out of control!"

9
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The spider charged up the field. Ben noticed that it was growing bigger.

10
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Ben and his friends ran down to the field.

11
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Several teachers chased the spider.

12
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But every time someone got close to the giant creature, it shot sticky webs.

13
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"Aargh!" shouted Mr. Gwarg as a large web stuck to his face.

14
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Miss Bungle hopped onto her broom and flew after the spider.

15
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The spider spun around and flung webs at the broom flying teacher.

16
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She lost control of her broom and slammed into the bleachers.

17
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"This is outrageous!" shouted Mayor Hubbletree.

18
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"Freaky! You said we were going to have a friendly game of soccer!"

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Mr. Freaky didn't seem to know how to reply.

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He grabbed his handkerchief and blew his noses.

21
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"Students from People Place Middle School!" Mayor Hubbletree shouted.

22
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"Back on the bus! We're leaving this instant!"

23
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As Ben watched the humans leave, he noticed someone else running.

24
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It was a large troll.

25
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And she was wearing the same hoodie that the mystery girl and the squid had been wearing.

26
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Ben pointed out the troll to Waldo.

27
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"I think that troll made the ball turn into a spider."

28
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"What?" Waldo squinted at the troll. "Why do you think that?"

29
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"The troll is wearing the same hoodie that the mystery girl and the squid monster wore," Ben replied.

30
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"She must be in their gang! We have to stop them!"

31
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Ben shot after the troll, and Waldo hurried after him.

32
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The troll ran around an equipment shed.

33
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"I'll float through the shed and surprise the troll on the other side," thought Ben.

34
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He floated toward the shed, passing through one wall, then through all of the equipment, and then . . .

35
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"Oh no!" cried Ben. "I'm stuck!"

36
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Ben was stuck halfway through the wall of the shed.

37
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He pushed and pulled and struggled to get out, but nothing worked.

38
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He watched helplessly as the troll ducked around a corner of the school building.

39
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Waldo hurried over. "Don't worry, Ben. I'll help you."

40
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But then the wizard slapped his forehead, causing his glasses to fall off.

41
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"Ugh. I don't have my spell book with me.

42
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I can't get you out of there without looking up the right spell."

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"Waldo, just try," Ben pleaded. "The troll is going to get away!"

44
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Waldo stooped down for his glasses. He put them back on.

45
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"I don't know . . . I'm not very good at—"

46
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"You can do it!" said Ben.

47
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"Besides, what's the worst that can happen? I'm already stuck in a wall."

48
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Waldo took a deep breath. "Okay, I'll give it a try."

49
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The wizard thought for a moment.

50
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Then he muttered some words under his breath.

51
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Suddenly—<font color="#ffff00"><i>pop!</i></font> Ben flew out of the wall.

52
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Waldo blinked in astonishment. "It worked!" he cried.

53
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"I can't believe it—I did a spell without my spell book!"

54
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He jumped up and down, causing his glasses to fall off again.

55
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"Awesome!" said Ben. "Now let's catch that troll!"

56
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They ran around the corner of the building and found a pink monster.

57
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Ben gasped when he realized what she was wearing.

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"The hoodie!" Ben cried.

59
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"She must be in the gang," said Waldo. "But where's the troll?"

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Ben glanced around. The troll was nowhere in sight.

61
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"I don't understand," he said.

62
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"Why would this monster stick around if the troll ran away?

63
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If they were in the same gang, they'd probably run away together."

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Suddenly Ben thought of something. "Maybe there isn't a gang at all."

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Waldo scratched his head. "What are you talking about?

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What about the other monsters and the mystery girl?"

67
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"I think this monster is all of them," said Ben.

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"I think she can change shape."

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The monster gasped.

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"Who are you?" Ben asked the monster.

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The monster didn't answer.

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Ben glanced at Waldo. "Do you know any spells that can help us?"

73
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"Yes," said Waldo without taking his eyes off the monster.

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"I know a spell that makes creatures reveal their true forms." He paused.

75
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"But I've never tried it."

76
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"You can do it, Waldo," said Ben. "You freed me from that wall."

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Waldo nodded. "You're right. I don't need my spell book.

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I am a very talented wizard!"

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He muttered some words under his breath and—<font color="#ffff00"><i>poof!</i></font>

80
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"Oh no!" cried Ben.

81
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"Moo!" said a cow.

