Ben 10: Ultimate Alien

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Ben 10: Ultimate Alien is an American animated television show, and the sequel to Ben 10: Alien Force.

Season 1[edit]

Fame [1.01][edit]

[after Humungousaur scares off the reporters]
Kevin: You should have used one of your new ultimate transformations.
Ben: I wanted to scare them, not me.

Ben: [driving the new Rustbucket] Sweet! This is going to be the coolest thing I ever crashed.

Jetray: [Surrounded by several soldiers] Eeehmm,... Take me to your leader?
Soldier: If you do so much as twitch, you're going down!
Jetray: Whoa! Easy guys! [Transforms back into Ben] I'm the famous Ben Tennyson. I'm a superhero. You have heard of me, right? [Cut to Ben stuck in jail] I'm pretty sure I'm supposed to get a phone call!

Ben: Now I get it. He's doing the same thing you always do, Kevin.
Kevin: Stealing?

Kevin: Killing a couple of million people is not cool.
Ben: We can't let you do it!
Kevin: Also, there's some good theme-parks here. [Gwen and Ben look at him]

Bivalvan: There is nothing that you can do to stop me.
Spidermonkey: Maybe not me. But my new Ultimatrix comes with some new features. There's a time to go hero, and there's a time to go ultimate! [He turns into Ultimate Spidermonkey] Ultimate Spidermonkey!

[Bivalvan is captured in Ultimate Spidermonkey's web]
Ben: Time for you to start talking! Let's start with a name.
Bivalvan: I am Bivalvan. I come from a small planet, in what you call the "Andromeda"-galaxy.
Kevin: Long-away from home. What brings you here?
Bivalvan: I was kidnapped, along with 4 others, by a monster known as Aggregor. We managed to escape him, but crashed here, on your planet.
Gwen: But where are the others?
Bivalvan: I don't know, we were seperated.
Ben: 4 aliens that aren't in the Ultimatrix? That's pretty cool!
Gwen: Don't worry about your friends. We'll find them and give them a ride back home.
Bivalvan: ...And... What about me?
Ben: Same deal, I'll call the Plumbers. They'll take you. [Kevin grabs the bomb] We'll make sure the bomb gets back to NASA.
Kevin: Not that we don't trust you,... but we don't.

[Bivalvan is inside the cave, still hanging from the ceiling inside Ultimate Spidermonkey's web and hears someone coming]
Bivalvan: Hello? Are you the Plumbers? Ben said you'd be here quickly but I didn't think- [Sees it's Aggregor] Aggregor!!
Aggregor: No one escapes me, Bivalvan! [Approaches him, then Bivalvan starts screaming in agony off-screen]

Ben: Everybody knows my secret, Julie. They've been watching the news. Everybody hates me. [Julie kisses him on the cheek]
Julie: Not everybody.

Duped [1.02][edit]

Forever Knight 1: Right then, we go in fast, grab what we came for and get out.
Forever Knight 2: Charging the cannon now.
[The Knights aim the tank's cannon at the museum door]
Forever Knight 1: This'll rip that door open like it was made of tissue paper!
Rath: [Rips open the top of the tank] LEMME TELL YA SOMETHIN', FOREVER KNIGHTS!! NOBODY'S RIPPIN' OPEN NOTHIN' EXCEPT RATH!! [One of the Forever Knights shoots at Rath] THATS YOUR FIRST MISTAKE; WHEN YOU SHOOT RATH, YOU JUST MAKE RATH MAD!!!! [Roars, and is about to attack when his phone rings and he answers it, lowering his voice] Helloooo?
Gwen: Ben, where are you? Julie's in the middle of her set!
Rath: Lemme tell ya somethin', Gwen Tennyson. I was on my way there when I saw this tank pull up at the museum and-
Gwen: I don't care, get here! [Hangs up]
Rath: That was harsh. [Raises his voice again] NOW, WHERE WERE WE?!!! [Looks back into the tank to find that the Forever Knights are running for their lives. Goes mad and starts throwing parts of the tank at the Knights. Talking to some old men on a bench who are acting as though nothing is happening] What?! It was already busted! [Walks off]

Kevin: If we're doing important, maybe we could figure out why the Forever Knights are trying to bust into that museum.
Gwen: Forever Knights? Like that's a big riddle. They're trying to steal some piece of alien technology so they can slay dragons, or take over the world, or something.
Kevin: So now we ignore them while they try and take over the world?
Gwen: They're always taking over the world. This is Julie's first professional tournament. We should be supporting her. She should be center of attention, especially from Ben. "[looks at Ben, who is using his smartphone]" What are you doing?
Ben: I was thinking that while we were waiting around, I could go and catch Sumo Slammers the Movie.
Kevin: You're either the bravest man alive, or the dumbest.
Ben: "[confused]" What?
Kevin: Okay, the dumbest.

Girl: I'm your biggest fan!
Immature Ben: Hey, that makes 2 of us.

Kevin: Ben! You've always been kinda girly but today...
Sensitive Ben: Yeah?
Kevin: You're creeping me out!
Sensitive Ben: ...I understand, I'm truly sorry.
Kevin: Stop understanding! Stop apologizing! Stop talking about your feelings! I just wanna find some Forever Knights and pound them.
Sensitive Ben: Hmmm... Interesting.
Kevin: Cut that out!

Sensitive Humungousaur: [singing] Humungousauuuuuuur!
Kevin: Never do that again.
Sensitive Humungousaur: Just trying it out.

Kevin: Ben, do something!
Sensitive Humungousaur: Why me?
Kevin: Because you're a giant, indestructible dinosaur?
Sensitive Humungousaur: Okay, but shouldn't we work towards a consensus that lets us both feel invested in the plan?

King Urien: Who dares intrude?
Forever Knight 1: It's Ben Tennyson, the alien changeling, and his lackey.
Kevin: Oh, now I'm a lackey?
Sensitive Humungousaur: I'm sure he didn't mean to hurt your feelings. [to Forever Knights] You didn't mean to hurt his feelings, right?
King Urien: Destroy them!

Sensitive Ben: There were aliens in Central America?
Kevin: They came for the scenery, but they stayed for the chocolate.

Kevin: [runs past the 3 Bens] If I wasn't running for my life, I'd totally demand an explanation!
Ben: "Sumo-Slammers" opened today and-
Sensitive Ben: We were trying to be sensitive to everyone's needs!
Immature Ben: What's it to you?!
Kevin: AGAIN! Running for my life!

Hit 'Em Where They Live [1.03][edit]

Rath: LEMME TELL YA SOMETHIN', ROJO!! NOBODY ROBS A TRAIN WHEN RATH IS ON THE JOB!!

Gwen: [after Rath hits Rojo's ship] Hey, nice shot!
Rath: I was kinda aimin' for her head...
Gwen: Ben!!

Zombozo: [To Charmcaster, while carrying a dirty shovel] Sorry I'm late, It's so hard to find good help these days.

Gwen: Stay behind me, Aunt Sandra. I'll keep you safe.
Sandra: I'm the adult here, I should... [notices Gwen's hands are glowing] ...stay behind my super-powered niece. Carry on.

Ultimate Big Chill: You're tough with an army behind you, Vulkanus. [freezes army with ice breath] Now it´s just you, me, and fire so cold it burns.
Vulkanus: Whoa! This wasn´t my idea! If you want the lady back I´ll tell you were she is! Please don´t hurt-
Ultimate Big Chill: For once, just stop talking!! [uses ice flames to freeze Vulkanus in a block of ice]
Vulkanus: [nervously] OK.

Gwen: [Very angry] You have no idea who you're dealing with!
Zombozo: We've seen what your cousin can do.
Gwen: I'm not talking about him! I want you to listen to me then pass the word to EVERY lowlife you know. If you want to come after Ben or Kevin or me, fine! That's the life you chose! I'm talking to you! Look at me! [transforms into her Anodite form] Look at me!! As of right now, the Tennyson family is off-limits!! If any of you ever attacks one of our loved ones or hurts one of our loved ones or even BUMPS into someone we love in the street, THIS is what awaits you!!! [Zombozo screams off-screen]

Video Games [1.04][edit]

[Fourarms is holding Serpent's arms]
Serpent: We appear to be in ssssomething of a sssstandoff...
Fourams: I don't really see it that way! [Uses his 2 other arms to smash Serpent between two cars]
Serpent: [battered] I'd like to go home now, please.

Gwen: [To Kevin] You are unbelievable!
Ben: [To Gwen and Kevin] You'll never guess what happened to me today.
Kevin: [To Gwen, ignoring Ben] What? I'm trying to teach you to drive, now I'm the bad guy?
Gwen: You are the worst teacher ever!

Kevin: Look Gwen, you've got to treat a car like you treat a woman.
Gwen: [gives him a look] Go on.
Kevin: [pauses] No. I sense I made a mistake of some kind.

Ben: What kind of game is it going to be? Platform, handheld, or PC? FPS, RPG, no wait an MMO?
Kevin: [coughs] Dork.

Spidermonkey: [in regards to the Stalker] Maybe it can stop Spidermonkey, but it won't stop Chromastone. [transforms into Swampfire] SWAMPFIRE... wasn't who I was going for. I can still make this work.

Will Harangue: [speaking to Ben through the Stalker] Any last words?
Ben: None that I'm allowed to say on television.

Kevin: [Referring to Way Big destroying Will Harangue's car] Dude, his car.

Kevin: I'll drive. What? Just because you got your license it's not like I'm gonna- [Gwen spits a wad at him, Kevin gives Gwen his keys, Gwen runs out of the door]
Ben: I got shotgun.
Kevin: No way I'm sitting in the back.

Escape from Aggregor [1.05][edit]

Dr. Animo: I, Dr. Animo, control the Yeti's every move. And, I, Dr. Animo...
Kevin: [bored] Dude, stop saying your name. We know who you are.
Dr. Animo: I, Dr -- duh, have activated my devolution bomb, which shall turn everyone within range of its blast into a yeti!
Fourams: Seriously? THAT'S your plan?
Gwen: Kinda reminds me of the old days.
Kevin: What? Stupid plans? Guess so.

Dr. Animo: [Is captured by Brainstorm] Aah, but you've forgotten one thing! My bomb is still going to go off, and there's nothing you can- [Sees his bomb has been dismantled]
Kevin: Yeah, taken care of.

Ben: Why do you need my help? You can obviously handle yourself in a fight, mister...eh....
Galapagus: Galapagus. Violence is not the way of my people.
Ben: [sees the destruction Galapagus caused] Coulda fooled me.

Bivalvan: [About Galapagus] Never seen anything like it.
Ra'ad: Do you think it can talk? [Galapagus backs away, scared. He tries to retract his head in his shell, but fails]
P'andor: Told you, Bivalvan. It's affecting him too.[Galapagus backs away again]
Bivalvan: Our abilities don't work in here either.
Andreas: Andreas is strong! He can bust out alone!
P'andor: No, you can't! Not as long as that thing's surpressing our powers, think!
Andreas: Ooh, I don't like to think!
Galapagus: Bust out of where? What is this place?
Bivalvan: What does it look like, amphibian-face? Call it what you want. Jail, prison, the Big House!
P'andor: Give me a break, turtle-boy! You've never heard of prison?
Galapagus: Sorry, where I come from, we don't have such a thing. Restricting another being's freedom? Unthinkable! My name's not turtle-boy, or amphibian-face, by the way. It's Galapagus.
Andreas: Andreas thinks turtle-boy is spy for Aggregor!
Galapagus: Aggregor?
P'andor: Don't play dumb with us!
Bivalvan: You'd better not be lying.
Galapagus: Ly-ing?
Ra'ad: Don't tell me, you don't have "lying" where you come from either?
Galapagus: No. We have very pleasant weather, though.
P'andor: Why are we wasting our time with this loser?! He cannot tell us anything about Aggregor! He's lucky he can walk erect!
Bivalvan: Aggregor is the alien that captured each of us from our home-planets.
Ra'ad: To syphon our powers for himself, we presume.
Galapagus: He absorbed my friends' abilities back home, but he seemed to only able to use them at a much lesser strength.
P'andor: Hmm... Interesting.
Galapagus: Why did Aggregor kidnap us at all? Why didn't he just absorb our powers on the spot?
Bivalvan: Don't know, not waiting around to find out! [Pulls out a device and places it on the power-surpressing device]
Ra'ad: You're sure we can trust this new guy?
P'andor: Only as much as we can trust you, Ra'ad. [Bivalvan's device opens the cell door]
Ra'ad: Out of the way P'andor! I'm the leader here!
P'andor: You're not my leader!
Bivalvan: Wait for it...[Bivalvan's device disables the power-surpressing device]
P'andor: [Heats his arm] Our powers are back!
Bivalvan: You're welcome. [leaves]
Galapagus: [about Bivalvan] I'm following that guy.

P'andor: We've got our powers back! Let's use them to take over!
Ra'ad: You mean we've got our powers back.
Bivalvan: You're still trapped inside that suit. You can't really use yours. [P'andor grabs his arm and starts burning it]
P'andor: [Releases Bivalvan and walks away] Now, who's with me?

Galapagus: After you absorb our powers, you're gonna let us go, right?
Aggregor: After I absorb your powers, there won't be anything left of you.

Ra'ad: [After Andreas tears open another wall] Seriously, Andreas, stop smashing open the ship! I like breathing!

[Galapagus has appearantly betrayed the rest]
Andreas: Turtle-face stole our powers?
Aggregor: Turtle-face neutralized your powers. I am going to steal them.
P'andor: Traitor! [Tries to attack Galapagus, but like the others, he is subdued by Aggregor's guards]
Aggregor: Once I have all your powers combined, nothing can stop me from attaining the ultimate prize!
Galapagus: Except me! You promised to release me if I helped you capture the others!
Aggregor: I lied.
Galapagus: What a coincidence, I lied too. [Throws the power-surpressing device at Aggregor, defeats him and then takes out the guards]
Bivalvan: [about Galapagus] I'm following that guy.

Galapagus: [Finishes his story] ...And I haven't seen any of them since.
Ben: That's the crash site in Florida where we found Bivalvan!
Galapagus: He's still there?
Kevin: Nah-ah, Plumbers took him off-world.
Ben: He tried to fix the escape pod, but there was a little trouble-
Kevin: "A little"?
Ben: So we helped him get home.
Gwen: And now it's your turn.
Galapagus: I am profoundly gratefull to you.

[Galapagus is taken from Earth by a Plumber's ship]
Galapagus: I can't thank you Plumbers enough for taking me home.
Plumber-pilot: Who says you're going home? [Takes off his helmet, revealing himself to be Aggregor]

Too Hot to Handle [1.06][edit]

P'andor: Time to finish the job you started, Osmosian.
Kevin: How stupid do you think I am?
Surgeon: Stupid enough to get caught.
Buzz: Stupid enough to pass off a million bucks.
Hammer: Stupid enough to take us on.
Buzz: Come on, you lousy freak!
Hammer: What are you? Afraid?
Surgeon: Your little girlfriend would put more of a fight.
[Kevin, angered, absorbs the Taedenite, shifted his arms to blades, and blindly tries to attack the gang, but instead strikes P'andor when he intercepts]
P'andor: Also, you're stupid enough to do that. [P'andor escape his broken armor] Free! At last! No longer bound by the shackles of that armour!

Gwen: Kevin, are you alright?
Kevin: I thought you were mad at me.
Ben: More like afraid you were gonna do something stupid.
Kevin: [Sees P'andor flying around] Good call.

Water Hazard: P'andor! It's me.
P'andor: Bivalvan? I thought you already gone home?
Water Hazard: This planet is a waste of time. Take some advice from a friend and go home.
P'andor: This does not concern you.

Jetray: [After flying through P'andor] Whoa! P'andor you can't stay on earth. Your radiation will eventually kill us. [he fires lazer beams from his eyes at P'andor, but he absorbs it]
P'andor: I appreciate this snack, Aerophibian. [he fires an energy blast at Jetray sending him flying right into a rock wall]

Andreas’ Fault [1.07][edit]

Argit: [as a Forever Knight grabs him by the throat and pulls out his sword] I put out the hand of friendship and you pull out the sword of... not friendship!

Reporter Chat Rigby: Wow, Ben. Looks like quite a big turnout from your friends, the Wanna-Bens.
Ben: Thanks Chat, but the real fans prefer to be called Ben-addicts.
Gwen: He puts the dumb in stardom.

Ben: [to a reporter] The idea that I'm a trouble magnet is... "[several Forever Knights bust through the window] Aw nuts! THERE'S A DOOR RIGHT THERE!

Kevin: Alright, Argit, what's the scam?"
Argit: Scam? Oh, I'm hurt. I'm deeply hurt. That an old friend like you would think badly of me, especially after I've gone through the trouble of collecting all the money I owe you.
Kevin: [picking up the stack of money] Hello, beautiful.
Gwen: Kevin!
Kevin: Right. There's gotta be a catch. Look, you know I love money more than anything in the world...
Gwen: [put off] What did you say?
Kevin: ALMOST anything in the world.

Argit: If you guys had busted into action when Nighty McKnighterson came in, we'd all be dead.
Kevin: I think I still have one of your quills in my butt.
Gwen: [coldly] Oh, I'm surprised your money didn't protect you.
Kevin: "[to Ben]" Is she EVER going to drop that?
Ben: Nope. Never.

Argit: [after the Forever Knights mansion is destroyed by Andreas] Oh no. I've lost everything! Do you know how much money I had in there?!
Kevin: [angrily] He trusted you! He loved you! And what did you do? You USED him! You used his feelings for you and... now he's gone.
Argit: [coldly] Sometimes I don't get you Kevin. None of you.
Gwen: No, you wouldn't.

Fused [1.08][edit]


Ra'ad: I read your minds. If it came to it, you'd turn me in to save yourselves.
Ben: You're wrong!
Gwen: We wouldn't!
Kevin: But I'd feel really bad about it.
Ra'ad: I rest my case.
Ben: [trapped inside Ra'ad] He's trying to take over the Ultimatrix. Keep me from using it!
Kevin: Let him try. I'm about to hack into the Ultimatrix and force a reboot.
Gwen: Cause that worked out so well last time.
Kevin: It'll go better this time, I promise.
Ben: Why?
Kevin: Cause this time, I'll push the blue buttons.

Hero Time [1.09][edit]

[Ben, Gwen, and Kevin are at the opening at a book signing]
Ben: Ha, now the truth comes out. Super cool, muscle car driving, ultimate bad boy Kevin Levin likes girly movies!
Kevin: [trying to change the subject] You're telling me Jennifer Nocturne comes to town and you're not even curious?
Ben: [to Gwen] One blood-sucking soap drama and his little heart goes pitty-pat. [Gwen giggles but notices Kevin frowning at her]
Kevin: [smug] And who was sitting next to me, during that blood-sucking soap drama and two sequels?

Captain Nemesis: [getting ready for the race] You don't have a chance this time, Ben!
Ben: I think Jetray is faster than anybody. [slaps Ultimatrix symbol and transforms...into Rath] Jetray! Ow man, I MEAN RATH!! LEMME TELL YA SOMETHIN', ULTIMATRIX!! RATH IS SICK O' YOU NOT WORKING RIGHT!!! Its not even funny anymore...!

[Rath just lost a race to Captain Nemesis, who used rocket boosters]
Rath: [Is twisting Captain Nemesis' leg] LEMME TELL YA SOMETHIN', CAPTAIN NEMESIS!! NOBODY SHOOTS RATH IN THE FACE WITH A ROCKET WITHOUT GETTING A MAJOR BEATING!!

Ben: [transforms into Fourarms] Fourarms!
Captain Nemesis: Captain Nemesis!
Fourarms: Why are you shouting your name out?! It's stupid!
Captain Nemesis: My name isn't stupid! Although, I have been thinking about dropping the "Captain" part- it doesn't really describe me accurately anymore.

Captain Nemesis: Oh, now you're my friend? I can't believe I wasted my time to protect people like you! Captain Nemesis is dead! From now on, call me Overlord!
Goop: How about we call you a good therapist?

Ben: [to Captain Nemesis] How could you do this?! You used to be a hero. I had your poster on my WALL! Did your forget? This ISN'T about fame. It's about HELPING people!
Julie: You are talking about him, right?

Jennifer Nocturne: I don't know to thank you, Kevin. You saved my life. Have you ever considered- [Gwen taps her shoulder]
Gwen: [angrily] I will peel you like a grape.

Ultimate Aggregor [1.10][edit]

Nanomech: Okay, we're going in. I want everyone to look sharp and remember that our first priority- [Kevin laughs] WHAT!?
Kevin: It's hard to take you seriously with that voice.

Map of Infinity [1.11][edit]

Reflected Glory [1.12][edit]

J.T: The truth is, you got it all! Superpower, girls, fame, girls. And we're just a couple of...
Kevin: Girls?
J.T: Nobody's. We're just nobody's
Cash: Trying to be somebody's

J.T: If you kids wouldn't mind stepping aside so we can do our job? [Bumps into Gwens shield]
Gwen: Your job?
Kevin: Last I heard, your job involved giving wedgies to crying freshmen.
Cash: People change, Levin. You did, Or do you still wanna kill Tennyson over there?
Kevin: No... Not usually.
Ben: Hey!

Ben: A blog? Why you didn't tell me?
Gwen: Because I didn't want you to go chasing after them the next time you turn into Rath!
Ben: Rath would never... Ok, good point!

Gwen: Kevin, get up! We're in trouble!
Kevin: Let me sleep. We're always in trouble.

Deep [1.13][edit]

[At Mr. Smoothies]

  • Kevin: That's just embarrassing. You got a mop or something?
  • Gwen: ...Or something

[Driving scene]

  • Kevin: *smiles*
  • Ben: Not...one...word
  • Kevin: 'Sokay, I took pictures

[Water Planet]

  • Ben: You sure this' safe?
  • Kevin: Ben trust me, this baby can handle anything [referring to the Rust Bucket 3]

Where the Magic Happens [1.14][edit]

[Inside Legerdomain]

  • Ben: It doesn't bite
  • Kevin: I'm pretty sure it does something
  • Kevin: Yikes
  • Gwen: I know

Perplexhahedron [1.15][edit]

[Outside of Legerdomain]
Gwen: What's the plan?
Ben: I'm thinking...
Kevin: ...We are in trouble

Azmuth: Tennyson, pay attention! This is important!
Ben: No it isn't! You're yelling at us and telling us how stupid we are, that's not helping us to find Aggregor so it's not important!
Azmuth: [Seemingly furious] Ben Tennyson you are... [relents] absolutely correct.
Kevin: He is?
Gwen: He is.

Kevin: You get the feeling the same thing has happened to you before?
Gwen: Déjà vu?
Kevin: Gesundheit.

Swampfire: [seen Gwen and Kevin kissing] Why don't you guys get a room?! This place is full of them!

Gwen: Don't ignore me! come back! [Runs after Aggregor and walks into a new room filled with snow] Hey, I'm talking to you!
Ultimate Aggregor: But I have no interest in anything you might say. [Gwen wraps mana around him causing him to stop but Aggregor easily breaks out and walks off. She continues to throw regular mana at him but fails again] You amuse me less and less.... [extends out arm and shoots water at Gwen causing to fly back]
Gwen: [grunts and rolls in the snow and gasps as she sees Aggregor in front of her]
Ultimate Aggregor: I have a map to find... [walks away]
Gwen: [gasps as she begins to freeze in ice] Aggrego-! [fully frozen]
Ultimate Aggregor: ...and you have problems of your own. [leaves through a door]

Ben: [after seeing the lasers come closer] Lasers call for Chromastone! [Transforms into Humongosaur] Humungosaur! [realizing it´s not Chromastone] If you´re gonna give me the wrong guy all the time, why do you even have a dial?

The Forge of Creation [1.16][edit]

Ultimatrix: Transformation lockout overidden

[After Ben turns into Alien X for the second time in a long time]
Serena: Ben Tennyson! Motion to greet our honored guest and hear him out.
Bellicus: Motion denied. Motion to ignore him for a thousand years, at which point we set him on fire for a second thousand years.
Serena: Bellicus, vengeance is not our way.
Bellicus: Vengeance is absolutely my way!
Serena: I know he hurt your feelings when he abandoned us. He hurt mine, too.
Ben: Yeah, I'm totally sorry. I need your power to save-
Bellicus: I don't care!
Serena: We have to vote on it.
Bellicus: Point of order, we don't have to do anything unless we both agree.
Ben: This is bigger than you and me! The whole universe is at stake!
Bellicus: And...?
Serena: You're being obstinate, dear.
Bellicus: Am not!
Serena: Are to.
Bellicus: Am not!
Serena: Are to. [Ben shakes his head in dissapointment and frustration]

[Paradox teleports inside Alien X]
Serena: ...Are t- [notices Paradox; angry] Timewalker! You are not welcome here!
Bellicus: Agreed. Resolved - punish Paradox for ignoring the treaty between him and the Celestialsapien's race.
Serena: Seconded!
Paradox: [to Ben] I am not supposed to go within 500 light years of them.
Bellicus: Resolved - destroy Professor Paradox.
Paradox: It's time to leave.
Ben: But I have to convince them to- [Paradox teleports Ben and himself away, therefore turning Alien X back into Ben]

Kevin: Hey! How we supposed to find the...oh, never mind. Found the nebula.

Gwen: Look at me Ben, you recognize Kevin. You must know who I am.
Young Ben: [Thinks for a moment] ...Dweeb, what happened to you?
Kevin: Puberty.

Kevin: I'm quakin' in my boots pipsqueak.

Ben: [Upon seeing his younger self] Did I really used to be that obnoxious?
Gwen: Used to be?

Young Ben: How can we breathe with no air? Where's Grandpa Max? If this is the future, does everyone have jetpacks? Who won the last five world series? Seriously, though, where are the jetpacks?
Gwen: Ben! No more sugar! Give.
Young Ben: I don't have any.
[Gwen stares at him and he gives her some candy. Gwen walks away]
Young Ben: Your butt is huge.
Gwen: [angrily] What did you say?!
Kevin: He said your butt is-
Gwen: I heard him!

Kevin: Everything's not a game. What we do is important. If you can't see that, maybe you *are* just a kid.
Young Ben: You think I don't know? When it's hero time, if I mess up, somebody could die. From what you told me, if we mess up, everybody could die.
Gwen: That's right.
Young Ben: Maybe that's too much to have in your head when you have to win. Maybe if I pretend everything's a big joke, when the time comes, I'll be able to do what I have to do.
Gwen: [to Ben] Is that why you're so arrogant all the time? Because you're scared?
Ben: No, I'm actually oblivious.

Young Ben: Where do baby Alien X's come from?
Kevin: When two constellations love each other very much-
Gwen: Kevin!
Kevin: Just trying to help the kid out. I had to learn about astrophysics on the streets.

[As Ultimate Kevin was about to kill Aggregor, the Bens and Gwen intervened]
Ben: That’s enough, Kevin!
Ultimate Kevin: When I finish him, then it’ll be enough!
Gwen: That’s not you talking! Absorbing energy makes Osmosians lose control!
Ultimate Kevin: Yeah? Well, I like being out of control. Maybe I should absorb the Alien X power for myself.
Ben: I can’t let you do that, Kevin!
Ultimate Kevin: You can’t stop me, either! I deserve that power. I’m the one who gets turned into a monster. I’m the one nobody ever trusts or cares about.
Gwen: That’s not true!
Ultimate Kevin: Face it, Gwen. Whatever I look like, I’m a freak!
Young Ben: You’re a jerk. You’ve always been a jerk! People try to be nice to you, but you can’t ever see it. You’re too busy feeling sorry for yourself.
Ultimate Kevin: [growls angrily at Young Ben but then sighs depressingly] Maybe I’ll try it your way, kid. At least for today, but tomorrow... [Flies off]

...Nor Iron Bars a Cage [1.17][edit]

The Enemy of My Enemy [1.18][edit]

Ben: [referring to Kevin] Why doesn't he just phase through the hull?
Gwen: Maybe he hasn't read the Big Chill instruction book. Let him in!
Ben: [on intercom] Doofus, you have the powers of a ghost! Come in already!

Magister Morwak: This is not a prison or a battlefield. It's a place of learning.
Ben: Obviously, you've never seen my high school.

Magister Morwak: [to the Plumbers] Hold fire 'til I give the order. You got that?
Ultimate Kevin: [phases through the floor] Yeah, but I'm bad at following orders.

Argit: Now, if anybody asks you, you ain't seen me, and you don't know me.
Octagon: Ain't seen ya.
Rhomboid: Don't know ya.
Argit: Exactly. Just play dumb. Scratch that: be yourselves.

Absolute Power: Part 1 [1.19][edit]

Humungousaur: Stop holding out on me, Vulcanus! Spill! [shakes him]
Vulcanus: Uhh, if you keep it up, I'm gonna spill something alright!

Ben: When I thought you were dead, I had to do a lot of growing up.
Grandpa Max: You did fine.
Ben: For a while. But then I let my fame go to my head. I've been as big a jerk these last few months as I ever was. [pauses] Aren't you gonna argue with me?
Grandpa Max: Not when you're right.

Absolute Power: Part 2 [1.20][edit]

Spidermonkey: [After hitting Kevin] That's Tennyson's 250th homerun this season.
Ultimate Kevin: TENNYSON!!!
Spidermonkey: ...May have to call that a ground-roll double.

[The last surviving Echo-Echo clone is revealed to have hidden himself in the trunk of Ben's car]
Echo-Echo: Luckily, I always keep a spare in the trunk.

Cooper: [about Kevin's arrival] How am I supposed to delay Kevin?
Darkstar: This is an abandoned military base. Think! [Cooper smiles, cut to ALL the weapons and missiles on the base aiming themselves at Kevin]

[Darkstar is revealed to have absorbed Kevin's excess power]
Darkstar: [Laughs] You pathetic imbeciles! This was my plan since the beginning! The power is MINE!! Nothing can stop me now!!
Ben: [Unimpressed] Like everybody didn't see that one coming. [Presses a button, which drains Darkstars powers]

Ben: All the power you stole...and all the power Kevin stole. It just went back to where it belongs
Kevin: And that's the least of your problems [punches Michael]

Season 2[edit]

The Transmogrification Of Eunice [2.01][edit]

Sunder: You really thought you could beat me?
Ultimate Cannonbolt: Well, yes.
Sunder: Last mistake you'll ever make.
Kevin: He'll make plenty more mistakes! ...That didn't come out right.

[Azmuth sees Ultimate Cannonbolt, Gwen, Kevin and Eunice struggling with Sunder in mud]
Azmuth: Wallowing in the mud. Why am I not suprised?

Eye of the Beholder [2.02][edit]

[Humungousaur has just agilely jumped on the back of a Forever Knights robot]
Humungousaur: I know, I'm nimble for a big guy.

Ben: [Voice-over, while the aftermath of his battle with the Forever Knights is shown] So I let her go, I guess I shouldn't have. But I still have Forever Knights to thrash! And after that, there's always the press... But, you know, they're "ditchable",...kind of. You don't have to do their interviews, but they still thrash you on their stupid cable-shows. I guess there's no way to escape the things that really matter. Like Julie... [Voice-over ends, Ben is seen lying down on a bed] She says that I don't spend enough time with her, that I take her for granted. [angry] But I can't just drop everything whenever I want! I have responsibilities! I'm a famous superhero! [Camera zooms out to reveal Jimmy sitting next to Ben, eating peanuts]
Jimmy: I see. Peanuts?

Kevin: And if you weren't such a jerk, she wouldn't have dumped you in the first place!
Ben: Oh, and now you're the expert on feelings?
Kevin: No, I'm an expert on jerks!

Ben: Hey, I know I'm a jerk sometimes-
Gwen & Kevin: "Sometimes"?
Ben: [angry] I got this! [Resumes talking to Julie] But... you're the only person in my life, [Looks at Gwen and Kevin] besides them, [Faces Julie again] who isn't impressed by all that other stuff. You know the real me, faults and all, and...that's okay with you. Kinda.
Julie: Kinda. You'll promise you'll do better?
Ben: I promise I'll try.
Julie: Then I'll try too. [Ben and Julie hug]

Vicktor: The Spoils [2.03][edit]

The Big Story [2.04][edit]

Girl Trouble [2.05][edit]

Revenge of the Swarm [2.06][edit]

Gwen: Did you see the face Elena made when Ben mentioned Julie?
Kevin: That's just the way girls are. You've gotta take advantage, play one against the other. [Gwen glares at him] At least, that's what my friends say.
Gwen: Which friends?
Kevin: The ones I don't see anymore?

Kevin: Elena's the type who makes guys think she cares about them. But once they start to care about her, poof! She's gone. I've seen the type before, lots'a times. [Gwen glares at him] I mean, I've heard about them, from friends.

Janitor: Who are you?
Gwen: We're just looking for Validus. We don't want to hurt you.
Kevin: Speak for yourself.

Kevin: There's something about that janitor I don't like.
Ben: Yeah, he stood up to you.

The Creature From Beyond [2.07][edit]

Gwen: Guess we'd better let the Knights know where we are.
Kevin: Seriously?
Ben: Well, I did say I would.
Kevin: Yeah, but you didn't say when.
Ben: Good point. We'll call them after it's all over.
Gwen: You two should be in politics.

Armodrillo: [to the Lucubra's zombified victims] Come on people, back off! We don't wanna hurt you!
Kevin: To be honest, I am considering it.

Forever Knight Leader: Hold fire!

"Kevin: "[holding up an unconscious knight'" Hey, wake up and stop fighting.

Basic Training [2.08][edit]

It's Not Easy Being Gwen [2.09][edit]

Ben 10,000 Returns [2.10][edit]

[Ben 10,000 saves the Rust Bucket from crashing]
Gwen: You just landed a spaceship!
Ben 10,000: From the outside. Don't forget the cool part.
Ben: How do you do that without transforming?
Ben 10,000: I haven't bothered to for years. Not since I discovered my best transformation.
Gwen: Ultimate Ben?
Ben: What power comes with that?
Ben 10,000: Pretty much all of them. You'll figure it out someday.

Moonstruck [2.11][edit]

Ben: [Trying to fit the equipment into the Rust Bucket] How did you fit all this stuff in here?
Max: Gradually I haven't done spring cleaning in the Rustbucket since I got her.
Kevin: Except for when I blew it up which I probably shouldn't mention.
Max: Just help carry the boxes outside and stack them up.
Ben: [unable to lift the box] Ehhh... Heavy!
Gwen: Not if you take them one at a time.
Ben: I've got a better idea [activates Ultimatrix] FOUR ARMS!
Kevin, Gwen and Max: Ben!
Max: You're too big to be in here!
Four Arms: No, I'm not!
[sounds of glass breaking]
Grandpa: Ben!
Four Arms: Sorry, sorry. I'm going. [gets stuck in the door and is kicked out by Kevin] Thanks a lot, Kevin.
Kevin: Anytime.

Prisoner #775 Is Missing [2.12][edit]

Ben: Time for Humungousaur! [Transforms into Rath] RATH!! FINE, RATH'S BETTER ANYWAY!! HEY, HEY, LEMME TELL YA SOMETHIN', MISSING ALIEN PRISONER!! NOBODY GOES UNLESS RATH SAYS THEY CAN GO!! BECAUSE RATH GOES BEFORE EVERYBODY!! SO NO GO, YO!!! [Jumps and holds on to the ship] AAAH!! IS THAT ALL YOU'VE GOT, STOLEN PLUMBER SHIP?!! 'CAUSE RATH'S GOT TONS MORE!! IN FACT, I'VE GOTTA GIVE YOU SOME OF MINE, SO IT'LL BE A FAIR FIGHT!! AND AFTER THAT, EVERYTHING I GAVE YOU I CAN TAKE IT BACK AGAIN!! AND MAKE YOU LIKE IT!!
Kevin: [looks at Rath] You know, Rath is the only alien that makes me wanna get a box of popcorn, kick back and just watch.
Gwen: Kevin, this isn't the time for- Okay, me too.
Rath: AAAH!! GIVE UP, STOLEN PLUMBER SHIP!! YOU CAN'T ESCAPE FORM RATH!! YAAH!! [Extends his claw, starts tearing the ship apart. The ship begins to crash] CRASHING'S GOOD TOO!! RATH CAN CRASH ALL DAY!! [The part of the ship Raths holds on to tears off, Rath falls down] OH, NOW YOU'RE USING GRAVITY!! WELL FORGET IT!! GIVE UP, GRAVITY!! YOU CAN'T BEAT RAAAAAAAAAAAAAAAA...!! [Slams into the ground]
[Gwen and Kevin approach the Rath-shaped hole]
Gwen: Ben! Ben, are you all right?
Rath: [Crawls out of the hole, breathes heavily and shakes his head] LEMME TELL YA SOMETHIN', STUPID RATH-SIZED HOLE!! RATH WILL DESTROY YOU!! [Starts stomping the ground]

[Ben transforms into Wildmutt]
Gwen: [deep voice] Wildmutt! [Wildmutt and Kevin look at her] Well, he can't talk! Somebody had to do it.

Prisoner 775: Leash your overgrown pet! He's no match for me!
Wildmutt: [slams his Ultimatrix] Ultimate Wildmutt!
Gwen: I was gonna do that for you!
Ultimate Wildmutt: Tell you what, you can clean up what's left of him.

[Ben tries to transform]
Ben: Uh, Goop? [Transforms into Humungousaur] Humungousaur! Hah! Finally! Okay, no one has to get hurt. [Prisoner #775 pushes a car towards him, it slams into Humungousaur's leg] Wow, a little car. [Slams it away] You'll have to do better than- [Prisoner #775 pushes a truck towards him.] Oh, truck!

Season 3[edit]

The Purge [3.01][edit]

[Kevin gets his hand cut off by a Forever Knight but he grows it back]
Kevin: [looking at his fingers] Five. Good.
[Ben sees Gwen and Kevin fighting the Forever Knights] Let's see how these metal heads like my magnetic personality. [Transforms into Upchuck] Upchuck. Great, I'll spit at them!

Simian Says [3.02][edit]

Greetings from Techadon [3.03][edit]

Ben: I'll take him down with Goop [prepares the Ultimatrix, Kevin stops him]
Kevin: Bad idea! Each robot learns from the one before. This one's gonna be harder to stop
Ben: They're not so tough.They're big brute robots. And I got my own big brute. [Transforms to Rath] RATH!!! LEMME TELL YA SOMETHIN', CUSTOM-MADE TECHADON ROBOT, DESIGNED SPECIFICALLY TO DESTROY ME!!! YOU MAYBE BIG, BUT RATH IS EVEN BIGGER!!! [Techadon robot walks near him] EXCEPT FOR THE PART WHERE YOU'RE TALLER AND HEAVIER THAN ME... BUT THAT DOESN'T MATTER!!! 'CAUSE THE BIGGER THEY ARE, THE HARDER... [Techadon Robot shoots him with a laser and lands on Mr. Smoothie, Rath rubs his head] AWW... RATH DOESN'T REMEMBER HOW THE REST OF THAT GOES... THE BIGGER THEY ARE, THE HARDER THEY FALL!!!! THAT'S WHAT RATH WAS GONNA SAY!!! BY THAT LOGIC, YOU, BEING BIGGER THAN RATH, IS A DISADVANTAGE!!!! RRRRRAAAAAHHHHHH!!!!!!!! [Techadon robot shoots a laser. Rath dodges and the laser hits Mr. Smoothie, destroying part of it. Rath, Kevin and Gwen look at the ruins of Mr. Smoothie sadly, Rath is the most affected] You... You broke Mr. Smoothie...RRRRAAAAAHHHHHH!!!!!! [Rath charges at the Techadon robot and wrestles it] LEMME TELL YA SOMETHIN', CUSTOM-MADE TECHADON ROBOT, DESIGNED SPECIFICALLY TO DESTROY ME!!! YOU CAN HURT ME!!! YOU CAN HURT THE THINGS I STAND FOR!!! YOU CAN EVEN HURT MY FEELINGS, IF I HAVE ANY!!! BUT NO ONE, AND I MEAN NO ONE!!!!! HURTS THE SMOOTHY!!!!!!!!

The Flame Keeper's Circle [3.04][edit]

Double or Nothing [3.05][edit]

Vilgax actor: Attention earthlings, I am Vilgax, the conqueror! Here on my moon base... on the moon! Surrender, or I shall destroy you!

(In the audience, Kevin whispers to Ben)

Kevin: Moon base?
Ben: I heard it's on the moon.}}
Gwen: C'mon! Even you have to admit this is kinda of awesome.
In the stage, Vilgax actor is the top of a moon crater
Vilgax actor: (evil laughs) You are trapped, Ben Tennyson! You cannot save yourself!
Albedo (as Ben) It's now trapped behind on laser bars
Albedo (as Ben): Well, In that case I have to call for a little help... from the GWENETTES! (whistle)

10 Gwens with belly shirts come on stage and launch pink fireworks, referring to her mana powers. (In the audience, Kevin looks appreciating the Gwenettes.)

Kevin: 10 Gwens...
Gwen: That is so WRONG!
Kevin: Uh, Exactly what I was thinking...

The Perfect Girlfriend [3.06][edit]

Ultimate Sacrifice' [3.07][edit]

Ben: You're not real. You're just parts of me!

Sentient Ultimate Echo-Echo: Liar! (let out a sonic scream knocking him down. Sentient Ultimate Spider-Monkey then wraps Ben up with his web. Sentient Ultimate Humongosaur picks him up in his hand)

Sentient Ultimate Humongosaur: When are you going to get it through that thick skull? That we're not part of you.

Sentient Ultimate Swampfire: We're individuals with our own hearts and minds and will!

Sentient Ultimate Big Chill: And we're sick of being trapped here in the Ultimatrix.

Ben: Wait Wait. This is the Ultimatrix?

Sentient Ultimate Humongosaur: You've been our jailer Tennyson. (Puts Ben on the ground and starts dragging him away. The Ultimates walk with him) But now you're our ticket out. ---

The Widening Gyre [3.08][edit]

The Mother of all Vreedles [3.09][edit]

A Knight to Remember [3.10][edit]

Solitary Alignment [3.11][edit]

Inspector 13 [3.12][edit]

The enemy of my Frenemy [3.13][edit]

Couples Retreat [3.14][edit]

Catch a Falling Star [3.15][edit]

The Eggman cometh [3.16][edit]

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External Links[edit]

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