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Ben, Gwen and Max arriving at the Truck Rest
Ben poking Gwen to annoy her
The beginning of the battle
Gwen protects herself from a falling truck
Gwen trying to make the Omnitrix time out using one of her spells
Four Arms transforming to Upgrade
Upgrade merging with the Rustbucket
Upgrade transforms the Rustbucket into a weapon
Upgrade transformed into its battle mode for the first time
Battle-mode Upgrade firing missiles at Gwen
Gwen trying to avoid Upgrade's missiles