Ben 10 Second Season

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Ben 10, created by Men of Action [a group which consists of Duncan Rouleau, Joe Casey, Joe Kelly, and Steven T. Seagle], is an original series from Cartoon Network Studios that aired as part of Cartoon Network's Sneak Peek Week on December 27, 2005. On a camping trip with his cousin and grandfather, a boy named Benjamin "Ben" Tennyson finds a device called the Omnitrix, which looks similar to a watch. The Omnitrix attatches to Ben's wrist and allows him to transform into alien heroes that have different powers.

This article contains quotes from the second Season of Ben 10. For more quotes, see:

Ben 10 First Season
Ben 10 Third Season

Truth[edit]

Max: We called ourselves "the Plumbers". Officially, we didn't exist. We dealt with the problems no-one else could. Extraterrestrial, extrasensory [paranormal], extraordinary.

Ben: I'm a plumber in training!

Ben: [just transformed as Ripjaws] [looks in mirror] Ripjaws!? What a rip-off!

Ben: Looks like these guys could use some muscle! [powering up the Omnitrix] Four arms of muscle.
(Activates Omnitrix)
Grey Matter: Grey Matter?! I said muscle, not minuscule!

The Big Tick[edit]

Grandpa Max: [sarcastically commenting on the gas released by the Great One] And quite aromatic.
Gwen: I thought that was just Ben not taking a shower for three days.
Cannonbolt: [proudly] Four! And counting.

Framed[edit]

Gwen: [sarcastically] Oh, sure! Just like you never put an empty milk bottle back in the refrigerator, or you never leave the shower all gunked up, or you never ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?
Ben: [smugly] Sounds about right.

Grandpa Max: Besides, Ben wouldn't be so irresponsible with his alien powers like that.
Gwen: Grandpa, please.
Grandpa Max: All right, maybe you've got a point.

Kevin (as Upgrade): Sorry, Ben. No pets allowed!

Diamondhead: [after protecting Gwen from a fireball] Now do you believe me?

Diamondhead: I don't get it. I thought you were drained of all my powers back in the subway in New York City.
Kevin: That's what you get to think, Benji. It turns out I absorbed enough of that weird watch energy so I could turn into any aliens inside if I could just concentrated hard enough. Only problem is I only can stay human for a short time. You made me into this freak.
Diamondhead: Like this is my fault? Whose idea was to drain all powers of the watch? Not mine.

Kevin: We'll split it 50/50. I do the crime, and you do the time!

Diamondhead: You'll never get away with this.
Kevin: Wrong! You'll never get away with this. I'm not me. I'm you. [the SACT team comes] Keep the change. You can use it to pay your bail.

Gwen: [when the SACT guys show up with Ben] Oh, thank you! He's always wandering off. We're considering getting a leash.

Kevin: I can't change back. I'm stuck like this! Look at what you've done!
Fourarms: Oh, man. Is there anything I'm not gonna get blamed for today?

Kevin: [to Fourarms] You'll never beat me because you're one of the good guys and good guys never have the guts to finish off guys like me.
Lt. Steel: But I do. [to his soldiers] Fire!

Gwen 10[edit]

Grandpa Max: Ben, as you seem to have already lived this, how did we get into Vilgax's ship the first time?
Ben: You rammed it.
Max: Well, if we survived once... [presses a button that turns the RV into a new shape]

Grudge Match[edit]

Kevin: It's payback time for turning me into a freak!
Diamondhead: You were always a freak, Kev. It's just that now the ugly's also on the outside.
Kevin: You can diss me all you want. I'm still ten times better than you! I've got all your powers, plus my own. I'm Kevin 11!

Ben: [still as Diamondhead, after getting a faceful of Stinkfly slime from Kevin] Eeeww. Gwen's right, this stuff is gross.

Ben: [seeing the food provided for the warriors on the Megacruiser] Ugh. No thanks, I had purple slop for lunch.

Ben: [to Kevin] Remember the whole "your fates are now linked" speech? It was only like two minutes ago!

Ben: If you use your powers in combination, they make up for not being full power! Okay, for example, XLR8 speed, plus Fourarms muscle, plus Diamondhead invulnerability equals...
Kevin: One mean punch!

Alien: The shock collars. They're disabled!
Grey Matter: [emerging from one of the robot guards holding some wires] All it takes is a short circuit, and a little Grey Matter.
Kevin: [clearly annoyed about being one-upped by Ben] Ah, get over yourself, short stuff. A monkey could've done what you did.
Grey Matter: [smugly] Then why didn't you?

Ben: [to Omnitrix] Come on, work. Please, just this once...
[Omnitrix stays red]
Kevin: Don't bother trying to dial in another alien. I know all your powers- inside, and out.
[Kevin pulls back Diamondhead arm to skewer Ben, Omnitrix powers up, Ben looks at it and slams it against the wall]
[Kevin's arm strikes a hard surface but doesn't penetrate]
Cannonbolt: Oh, yeah? [breaking free of Kevin's Stinkfly goo] I don't think you've been introduced to Cannonbolt!

Cannonbolt: [in the process of clobbering Kevin] New game. It's called dodgeball!

[Technorg has just seen Ben safely off the Megacruiser, which is about to travel to another galaxy]
Technorg: [confronting Kevin] So. I'm a lapdog, am I?
[Kevin smiles weakly]

The Galactic Enforcers[edit]

Fourarms: [hearing the Omnitrix powering down just when Tini tries to get friendly] Yes! Saved by the beep!
[Omnitrix powers down]
Tini: [looking at Ben] Hey! Where'd the rest of you go?

Camp Fear[edit]

[Max shines his flashlight to discover Ben is eating some abandoned leftover spaghetti]
Ben: (defensively) What?! I'm hungry!

Andy and Mandy: (together) Is it safe to come out?
[finishing each others sentences]
Andy: For-
Mandy:-now.
Andy: We heard something outside, but-
Mandy:-we were too scared to come out.
Andy and Mandy: [being blatantly obvious as they introduce themselves] We're twins.
[passing out towels]
Grandpa: Sorry, but I've only got two clean ones.
Andy: That's okay.
Mandy: We'll share.
[Max observes Ben and Gwen fighting over their towel]
Grandpa: (Looking back at both twins)You know, a couple of kids I know could learn something from you two.
Ben and Gwen: (both speaking) Who?
Andy and Mandy: (together)Can't you guys just share?
Ben: (raging)Like sharing the same birthday with a relative every single year? You don't get it.
Gwen: (pointing out his blatant mistake) Ben, they're twins, as in born on the same day.
Ben: (sheepishly) I knew that

Gillbert: If we make it to the dining hall, maybe we can barricade ourselves in the kitchen.
Andy: (exasperated) And fight these things off with what, a spatula?
Mandy: We're so dead meat. (now gibbering) Oh, I hate it, hate it, hate it here!
Andy: We wouldn't even be here now if you didn't make us hide in the kitchen!
Mandy: Me? It was your idea in the first place!
Andy: Well, you didn't have to listen to me!
Gwen: Stop it!
Andy and Mandy: (in union) He/she started it
Gwen: It doesn't matter who started it or whose fault it is. What matters is you're family and you need to stick together. Got it?
Andy and Mandy: (reluctantly still in union) Okay!

[Andy and Mandy are fighting over a swing]
Andy: Me first!
Mandy: No Me!
Gwen: (irritated) Does it really matter?! Now zip it!

Ben: Don't worry, Grandpa. I'll just go XLR8 and cut us free. (Slaps Omnitrix on wall and accidentally turns into Wildvine)
Grandpa: What the heck is that?
Wildvine: Beats me? [grows thorns, slicing his way free] But I like what he can do.

Ultimate Weapon[edit]

Tough Luck[edit]

Stinkfly: Lucky Girl?!
Lucky Girl: Don't even start about me cramping your superhero style.
Stinkfly: Hey, I'm just glad to finally get a little backup. But how'd you get your Lucky Girl powers back?

Magician: For my first trick, I vill need a volunteer.
Ben: [appearing onstage with startling suddeness] Ben Tennyson, at your service!
Grandpa Max: [seated in the audience, quietly asks] What's he up to?
Magician: [putting Ben in a box] Ein boy goes in, but vhat comes out vill amaze.
Ben: [grinning as the lid is lowered] They won't be the only ones.
[box is closed and padlocked]
Magician: [waving his hands over the box] Abra, Kadabra...
[a green glow is seen coming from inside the box and, much to the Magician's surprise, Wildmutt bursts out]

Hex: [grabbing Lucky Girl by the wrist] There are two kinds of luck. Let me show you the bad kind.
Lucky Girl: Guess what? I'm not just lucky anymore. [Grabs Hex's hand, swings him over her head and slams him headfirst down on the stage] I am totally kick butt!

Lucky Girl: [to Hex and Charmcaster, mainly Hex] You should know better than anyone that sometimes magic is about misdirection.
[Ben comes up from behind and clobbers Hex in the head with the hoverboard]

Hex: I'll take it from here, Charmcaster.
Charmcaster: That would be a big no, Uncle. Change of plans. I get the power of the charms and the keystone and you get squat.
[Hex tries to blast her with his staff but Charmcaster blasts first and knocks him out]

They Lurk Below[edit]

Ben: [powering up the Omnitrix] Time for Ripjaws to take a dive.
[green flash]
Edwin: What was that?
Gwen: [trying to sound innocent] What was what?
[Grey Matter emerges from behind the barrels]
Grey Matter: Oh, man. For once I was better off as me.

Edwin: [after Grey Matter came out of the water] Where's your cousin?
Ben: Just hangin'! [shows Ben hanging off of a submarine] Um, anyone have a ladder?

Donovan: [talking about the window washer who got caught in a power surge] Well, we'll have to triple his salary. But who'd believe him? He says a 6-inch rat with two legs saved him.

Edwin: [noticing Ben's absence] Hey, what happened to your cousin?
Gwen: He...must have gone to the bathroom.
Edwin: Oh. Waaiit, there's no bathroom on this thing!
Gwen: [impatiently] Just drive!

Ben: [Setting the Omnitrix to Ripjaws for underwater combat] Turn me into Wildmutt, and you're dead meat!

Donovan: Overrun by aliens! There goes my five-star rating!

Stinkfly: My wings are too wet. I can't fly! [and] Oh, yeah, I can't swim either!

Edwin: [to Stinkfly] Don't worry. We've gotcha, Ben.
Gwen: That's not Ben.
Edwin: [sarcastically] Yeah, sure. Good aliens just showing up to help us while your cousin always happens to be gone? How dumb do I look?

Edwin: [looking at the old sub Ben plans to escape in] That thing's your escape plan? It's only for show!
Ben: And when I'm through with it it'll be for go.

Ghostfreaked Out[edit]

Ben: I guess I'm still a little weirded out by that Wildmutt nightmare.
Gwen: Well what do you expect when you wolf down two mega-enchuritos for a midnight snack?

Gwen: Ben, I'm warning you. You'd better not do anything to embarrass me on the tour of the campus.
Ben: Don't get your shorts in a twist. [sounding slightly foreboding] I'll be on my best behavior.
Gwen: [sounding like she's going to be sick] Why doesn't that make me feel better?

Ben: Summer, and school. There's two words that should never be used together.

Gwen: I am so sorry about my cousin. Actually, we're not really even related. I think his parents found him at a zoo or something.

Grandpa Max: Something's wrong. I've never seen Ben so vicious.
Gwen: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben, answer me!
Ghostfreak: Ben's not here. [leans in close to Gwen's face] Boo! [laughs maniacally when Gwen tumbles backwards]

[Omnitrix powering down.]
Ghostfreak: No! I'm not going back! [Transforms back into Ben]
Ben: Whew. Man! I'm glad to be rid of that freak.
Ghostfreak/Zs'Skayr: Aww, and I thought we were close. So nice to finally meet you face to face.

Zs'Skayr: Now let's see how you like being trapped inside someone else!

Zs'Skayr: [while possessing Gwen] Last sound you hear, will be your cousin's screams as she takes a big dive! (laughs maniacally)

Zs'Skayr: [having seemingly suceeded in posessing Ben] Together again, just like old... [coughs up Grey Matter]
Grey Matter: That's enough to make me gag, too.

Gwen: [sadly] Something tells me I am so not getting into Bancroft Academy.
Ben: You don't need this stupid school to prove you're smart. Do you think any of these eggheads could've brought down those circus freaks?
Gwen: [hugging Ben] That's the nicest thing you've ever said to me. Thanks, Ben.
Ben: Ugh! [but when nobody can hear he quietly chuckles]

Dr. Animo and The Mutant Ray[edit]

Ben: [after "repairing" the Omnitrix with chewing gum] There. Good as new.
Gwen: What's good as new?
Ben: I wish I could say your face, but it's the same old one.
Gwen: I think the Florida heat has fried your brain.

Grandpa Max: [leading them to some alligator eggs about to hatch] I think you kids are going to enjoy this. It is a rare event.
Gwen: Like Ben changing his underwear?

Ben: I saw that. Go ahead and say it- you know you want to.
Gwen: [innocently] Say what?
Ben: You know, the big "I told you so" speech about messing around with the Omnitrix, and how you were right all along and if I'd listened to you we wouldn't be in the trouble that we are in right now.
Gwen: I didn't say a word.
Ben: Yeah, but you're thinking it. Admit it! There's no way I am waiting! Just go ahead and say it now and get it over with.
Gwen: I don't know what you're talking about, Benjamin.
Ben: Grandpa! Gwen won't say, "I told you so!"

Diamondmatter: Oh, man. Diamondhead and Grey Matter? I'm a razor-sharp hood ornament!

Back With A Vengeance[edit]

Ben: [after unlocking the code] Uh-oh. Please don't tell me that I busted this thing again? Maybe it's just some kind of an upgrade. [turns into Upgrade]
Upgrade: Hey! What happened?! I didn't even touch it! Unless..... maybe now I don't have to! Grey Matter! [turns into Grey Matter]
Grey Matter: Diamondhead! [turns into Diamondhead]
Diamondhead: Cool!

Kevin: The legendary Vilgax. You don't look so tough. [Vilgax breaks free from ice]
Vilgax: Underestimating me is a grave mistake. The last you'll ever make!

Kevin: I just saved your lousy alien butt. You should be grateful. [ironic considering the source]
Vilgax: Vilgax owns allegiance to no one! Especially not some misshappen, chaotic amalgamation of creatures... [thoughtfully] ...from the Omnitrix? What do you know of the Omnitrix?
Kevin: If you mean the watch thing that turns Ben Tennyson into those alien heroes, plenty. Now, back off!
Vilgax: You may be useful to me after all.
Kevin: You took the words out of my mouth, prettyboy.

Gwen: Ben! You've been Stinkbutt for hours! Give it a rest, dweeb.
Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. [holding up fistfuls of cash] Check out the green I made giving rides to tourists.
Gwen: You know, I never thought I say this but, I would rather see your normal jerky face for a change.
Grandpa Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. We still don't know if there are any hidden consequences.
Stinkfly: Okay, Grandpa, I'll take it easy... [Rushes up to Grandpa Max as XLR8] For a millisecond. Time's up! (steals Grandpa Max's ice cream and runs off)
Max: I'm so glad we had this chat...

Vilgax: [after analyzing Kevin] Interesting, your DNA has clearly merged with the Omnitrix just like young Tennyson's.
Kevin: Yeah, thanks for the lesson, professor. Now when do I merge my fist with Ben's face?
Vilgax: After you remove the Omnitrix.
Kevin: Fat chance. I tried.
Vilgax: As have I, but with my expertise and the DNA you share with Tennyson, we can succeed.

Gwen: What are you doing?
Diamondhead: Science experiment. I'm trying to figure out which alien can hock the best loogie.(turns into Heatblast and spits a fireball in the river, which explodes into steam when it contacts the water.) Heh! Definitely Heatblast!

[Vilgax studies scanner.]
Kevin: We should be right on top of him.
Vilgax: Or... he's upon us!
[true to Vilgax's suspicions, Cannonbolt lands on them]

Grey Matter: Grey Matter? Oh no! I forgot I zeroed the master control.
Gwen: Don't sweat it. There are only nine-hundred ninety-nine million more combinations for you to try.
Grey Matter: That's it! You are so dead! Fourarms! Diamondhead! Oh, man!