Ben 10: Alien Force

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Ben 10: Alien Force continues where the original Ben 10 series has left off. But this time; Kevin, a former enemy of Ben, now joins with Ben and Gwen to battle new monsters that await them. Monsters known as; DNAliens and the HighBreed race. Along with the new enemies, Ben also gets to call upon the help of 10 brand new aliens as well, aliens such as; Swampfire, Chromastone, Humongousaur etc.... The show now airs every Friday at 9:30pm and re-broadcasts the same episode every Saturday at 10am

Now, having saved the Earth once again. Ben and gang return for an all new threat. That's right, the return of Vilgax and many others that will follow him in their quest for domination of Earth. The 3rd season airs at 8:30 pm on Friday's block; You Are Here. And re-broadcasts the same episode on Saturday's Crunch Zone at 11:30 am Ben Tennyson Voice Yuri Lowenthal Gwen Tennyson Voice Ashley Johnson Rocka Voice Tom Kenny Beast Boy Voice Greg Cipes Starfire Voice Hynden Walch Raven Voice Tara Strong Cyborg Voice Khary Payton Kevin Levin Voice Greg Cipes Robin Voice Scott Menville.


Season 1[edit]

Ben 10 Returns Part One [1.01][edit]

Highbreed Leader: You may speak to me, half-breed vermin.
DNAlien: Gratitude master. For months now, someone has been leaking the details of our secret operations to the authorities. I have new information of interest. We have found the source of the leak. His name is Max Tennyson. We've had trouble with him before.
Highbreed Leader: Then let this be the last time he troubles us. Destroy him!

Ben Tennyson: Um...I wasn't showing off. I mean, I'm going to show it to my Grandpa, I guess that is sort of showing off.

Grandpa Max: I left this recording where I knew only you would find it. I'm in a bit of a situation, but it's nothing I can't handle - certainly nothing for you to worry about. There's renewed alien activity on Earth. I'm investigating. Oh, uh, don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your Cousin Gwen for me. Love you. Max out.

Ben Tennyson: I used to love the Omnitrix. It made me feel special.
Gwen Tennyson: You know what? It wasn't the watch that was special. It was you... and you earned the chance to have a normal life. You put that thing back on and that's pretty much it for normal.

Ben Tennyson: (threatening alien in a fishbowl helmet) I want some answers right now, otherwise...
Magister Labird: Yeah?
Ben Tennyson: I dunno. I'll overfeed you?

Magister Labrid: Hands above your heads, air-breathers! By authority of the Plumbers, you're all busted!

Ben Tennyson: (surrounded by hostile aliens) It's hero time!
(Ben slaps the Omnitrix to "go hero," but after five years of inactivity the watch does nothing)
Gwen Tennyson: Ben...!
Ben Tennyson: Watch...!

Swampfire: (transforms into Swmapfire) SWAMPFIRE! Eew, what's that smell? (smells armpit) Is that me?

Swampfire: I forgot how much fun this is. (Forever Knights fire at him) That tickles! (arm falls off) Hey! (arm reattaches back) You guys are in so much trouble. (defeats two knights; then Kevin appears)
Kevin Levin: Hey, Tennyson!
Swampfire: What do you want?
Kevin Levin: Let's see, you trapped me in the Null Void all these years...
Swampfire: You did that to yourself!
Kevin Levin: ...And you ruined my deal today. I'm thinking I want revenge. The good news is, since I can absorb anything, (absorbs metal from traink track) I've got more than enough power to take it.
Swampfire: (shocked at Kevin's new ability) That's new!

Ben Tennyson: You still got some of that stuff on your hair.
Kevin Levin: (Gwen feels her hair) Other side.
Gwen Tennyson: Eww.

Gwen Tennyson: Kevin, people could be hurt.

Ben Tennyson: Not that I know how to work this thing anymore.
Kevin Levin: Maybe after you get your license, pee-wee.

Kevin Levin: (Ben, Gwen, Kevin, and Magister Labrid arrive at the Forever Knight castle) This is it.
Ben Tennyson: Subtle, nobody would think to look for knights in here.
Kevin Levin: You didn't.

Ben Tennyson: Maybe you should have brought a shopping cart.
[Referring to the scene where Ben sees Kevin steal some artifacts]

Kevin Levin: (after Ben is almost hit by a falling statue) C'mon man. What are you doing?
Ben Tennyson: Sorry. I guess I'm just a little... (sees the dragon behind him) ...paranoid!!

Ben 10 Returns Part Two [1.02][edit]

Forever Knight: Nobody move! Hands on your head!
Kevin Levin: Make me!

Forever Knight: Oh you're not gonna...
Kevin Levin: Yeah, I am!

Echo Echo: Got him, got him, got him...Don't got him.

'Kevin Levin: I owe you one.
Magister Labrid: Yeah, you do.

Magister Labrid: You have to find out where the level-5 tech is coming from.
Ben Tennyson: I will.
Magister Labrid: That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big - an alien conspiracy with Earth in the middle. He was working undercover. If you crack this case, maybe you can find Max and save your planet.

Ben Tennyson: I thought I destroyed all of those things?
Kevin Levin: I kept one as a souvenir. Lucky, huh?

Gwen Tennyson: Follow me.
Kevin Levin: I will follow you anywhere...except there. Come on Gwen! Paint job!

[In Highbreed's ship, Ben disguised as a DNAlien]
Ben Tennyson: How do I look?
Kevin Levin: About the same...taller...

Ben Tennyson: [Disguised as DNAlien, trying to appear casual as he pushes a cart with Gwen and Kevin inside] Hey, how's it goin'? What's up! I owe you a call!
(Gwen and Kevin jump out of the cart)
Kevin Levin:'s freezing in here! (looks at Ben) I owe you a call?

(they discover that Grandpa Max isn't onboard the spaceship)
Kevin Levin: So, now what? We just get out of here, right?
Ben Tennyson: Wrong. When I was little, Grandpa Max taught me to ride my bike. He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I'd already been riding by myself for a long time. Training wheels off, guys. We're gonna finish the mission.

Kevin Levin: (sees Ben attacking the alien horde) Save some for me, those creeps cost me a major payday... (Gwen looks at him) Also because they're evil, and we're against that.

Kevin Levin: We kick butt!
Humongousaur: So far.

Highbreed Commander: What're you creatures doing on my ship? I do not repeat myself to lower life-forms. What are you doing on my ship?
Kevin Levin: Did he just call me a lower life-form?
Humongousaur I'm pretty sure he did.
Gwen Tennyson: And while he may have a point... it's rude to say so.

Highbreed Commander: You vermin would DARE mock a Highbreed commander?
Humongousaur: I mock anybody that uses the word "Mock".

Kevin Levin: (referring to Highbreed Commander) Did he hurt you?
Gwen Tennyson: No.
Kevin Levin: Well, I'm going to hurt him! (lifts his metallic fists and gets ready to fight)
Humungousaur: He's too strong. I'll hold on, you guys get outside.
Gwen Tennyson: I'm not going to let you fight that thing by yourself!
Humungousaur: No time to argue! Kevin, get her out!
Kevin Levin: You heard the man.
Gwen Tennyson: Let me go!
Kevin Levin: Not until we get off this ship!

Highbreed Commander: (tries to punch Ben) Filthy creature! Hold still!
Humungousaur: Why would I do that?

Highbreed Commander: (to Humungousaur) You've ruined everything by discovering this location. You've sent our plans back months. Inferior scum, I have to move my ship and find a new hiding place. I'll have to sterilize the area!
Humungousaur: Huh? Sterilize?
Highbreed Commander: Destroy all life within 5 miles of here! No witnesses will live to tell the tale.
Humungousaur: (angered) You can't!
Highbreed Commander: (grabs Humungousaur by the neck) I can, and I will!

Ben Tennyson: (falling out of an airborne spaceship) Not fun.

Ben Tennyson: How'd you find me?
Kevin Levin: Looked for the front end of the big trench you dug with your face.

Kevin Levin: So what happens now?
Ben Tennyson: We keep looking for Grandpa Max. Guess the best way to do that is to solve the case he was working on.
Gwen Tennyson: Easy as pie. (pause) Anyone know how to make a pie?

Ben Tennyson: (to Kevin) Listen. We've had a lot of problems in the past, but I wanted to say thanks. We wouldn't have made it without you! (Ben extends his hand, but Kevin ignores it)
Kevin Levin: You still won't make it without me. (Ben lowers hand)
Gwen Tennyson: Are you saying you want to help us?
Kevin Levin: I'm saying I made somebody a promise. I'm seeing this through to the end.
Ben Tennyson: Then you can shake hands right? (Ben, Gwen, and Kevin put their hands together) It's hero time!

Highbreed Leader: Ben Ten is back... but he has no idea what he's up against THIS time - no idea at all!

Everybody Talks About the Weather [1.03][edit]

Alan Albright: I don't wanna hurt you guys.
Sheriff Mason: Lucky us. Let 'er rip!

Alan Albright: Why can't you just leave me alone?
Sheriff Mason: Doesn't work that way, son.

Alan Albright: (Sheriff Mason takes his Plumber's Badge) Give it back! My father gave it to me!

Officer Wells: I am SO fired.

Ben Tennyson: (riding in Kevin's car) Can't this thing go any faster?
Kevin Levin: (driving through a 25-MPH speed zone) Yes.
Ben Tennyson: We're still going the same speed.
Kevin Levin: It's called the speed limit. Fastest we're going tonight.
Ben Tennyson: But you said-
Kevin Levin: I said "could," not "would.
Ben Tennyson: My mom's going to kill me if I'm late getting home again.
Kevin Levin: Huh, if she grounds you, it'll be just me and Gwen. Tough break.
Gwen Tennyson: You think I'd go with you if Ben wasn't here?
Kevin Levin: Yeah. I got roguish charm.
(beeping noise)
Gwen Tennyson: Phone call for Mr. Rogueish charm.
Kevin Levin: I don't have a cell.
Gwen Tennyson: It's probably one of your many girlfriends.

Kevin Levin: Let me dump the jacket first. It must be 90 degrees. (walks over to car)
Ben Tennyson: That's what you get for trying to act cool all the time.

Gwen Tennyson: (shouts) Hey guys! (points to the hole in the wall) What do you make of this?
Kevin Levin: Big hole?
Gwen Tennyson: Helpful.

Gwen Tennyson: (seems surprised) Grandpa Max is here?
Kevin Levin: The blinking light on the map is here. Guess we'll find out the rest soon enough.

Kevin Levin: (coming upon Alan Albright) Guy looks like Heatblast.
Ben Tennyson: I noticed.
Kevin Levin: Want me to kick his butt for ya? It'll be like old times (smiles).
Ben Tennyson: Thanks, anyway.

Gwen Tennyson: Grandpa Max doesn't have anything to do with this, does he?
Kevin Levin: Nope.
Gwen Tennyson: So, that badge belongs to the Heatblast guy. Where do you think he got it?
Kevin Levin: He doesn't act like a Plumber. He's probably just a Plumber's kid.
Gwen Tennyson: Why would a policeman give his son a badge?
Kevin Levin: To keep real Plumbers from arresting them for interplanetary trespass. A badge is better than a passport.
Gwen Tennyson: I'm not following.
Kevin Levin: Heatblast junior is probably part human. Human's with alien ancestors are actually pretty common. Most of them have superpowers.
Gwen Tennyson: Common?
Kevin Levin: Well, yeah. That's what YOU are. You get your powers through your grandpa. I thought you knew.
Gwen Tennyson: (scoffs) I get my powers from magic talismans and books.
Kevin Levin: (laughs) Yeah, right. Magic.

Kevin Levin: That wasn't so bad. We led them away from Ben, and only got this...
Gwen Tennyson: Kevin, that's a four-hundred dollar speeding ticket!
Kevin Levin: I know. (Kevin opens car drawer, and tickets pop up) I think it's a personal record.

Alan Albright: Why'd you help me?
Ben Tennyson: I dunno. You remind me of myself.
Alan Albright: Yeah... I... guess you're a monster, too.
Ben Tennyson: Technically, I'm a whole bunch of monsters, but that's the cool part.

Gwen Tennyson: Like I said, these aren't crop circles. They're circuit boards. I think this whole valley is some kind of giant machine.

Sheriff Mason: All right, freeze!
Kevin Levin: (shivering from the cold) Already working on it. (sarcastically)

(Kevin warms his hands by holding them above Alan's head)
Alan Albright: Cut it out!
Kevin Levin: Sorry, man. It's cold out here.

DNAlien: We are the DNAliens! And we will destroy you all!
Swampfire: Whatever.

Sheriff Mason: What happened?
Ben Tennyson: Alan defeated the aliens, destroyed their weather machine, and used his alien powers to free everyone from suspended animation.
Kevin Levin: We helped!
Ben Tennyson: But not much.

Kevin's Big Score [1.04][edit]

Kevin Levin: (consolingly) Come on, Argit. You've burned me on so many deals so many times, it makes me forget how tight we really are.
Argit: Kev... buddy. I can't stay mad at you - not when there's money involved.

Ben Tennyson: That whole summer was incredible. Right Gwen? Hero time all the time, Kevin still a bad guy.
Kevin Levin: Let it go Tennyson! I know you're here to keep an eye on me.
Gwen Tennyson: (to Kevin) It's sweet that you wanted to fix up the Rustbucket too.

Kevin Levin: (Big Chill is chasing after Kevin) Nice try but tonight, you're minding your own business. (Kevin shoots web and traps Big Chill)

Ben Tennyson: (Gwen appears) He got away.
Gwen Tennyson: Woah! I mean, oh no!
Ben Tennyson: How could I let my guard down? He's a liar and a thief.
Gwen Tennyson: That was the old Kevin. He's different now. We're different too! (pulls out handkerchief) I can track him from this.
Ben Tennyson: You kept his sweaty handkerchief?
Gwen Tennyson: (tracking Kevin) Got him!

Ben Tennyson: We're supposed to be keeping the planet safe from an alien invasion, and we can't keep a motor home from being stolen?

Kevin Levin: Think your guy will take it?
Argit: Oh yeah, if he ever got the chance!

Kevin Levin: The Rust Bucket's all I have to bargain with!
Argit: You should've held out on me buddy.

Argit: Oh, sorry, Kev. See, this haul's worth enough cashola to pay off everybody I owe... and finally live a little.

Kevin Levin: Now, I know this looks bad...
Ben Tennyson: Bad? Bad? If you don't get he Rust Bucket back, I'll show you "bad!"
Kevin Levin: Doubt it.

Gwen Tennyson: Do I have to separate you two?

Argit: I'll give it to you straight. You can not trust that man.
Kevin Levin: Me?
Argit: Do you know what he was gonna do? Steal your motor home and sell it to another criminal. Thank goodness I stopped him.
Kevin Levin: By stealing it yourself!
Argit: Yeah. Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs.
Kevin Levin: Thanks, buddy.

Ben Tennyson: He's right though. You're always working some sort of angle, always lying and always a thief. What do you have to say for yourself?
Kevin Levin: You know what, Tennyson? I don't have to say anything to you (walks over to Gwen and talks softer) or you either. I'm done with both of you! (leaves)

Ben Tennyson: Don't walk away from me!
Kevin Levin: (scoffs) Is this where you turn into an alien and try to kick my butt?
Ben Tennyson: I'm considering it.

Kevin Levin: I hear you're looking for me, Vulkanus...well here I am.
Vulkanus: Kevin Levin! I can't decide whether to trade with you or tear you to pieces. Remember that Counterfeit Isotope Scam a few years back?
Kevin Levin: Yeah... sorry 'bout that...
Vulkanus: You left me holding the bag and at the mercy of the Plumbers. I escaped, but now I'm stuck on Earth swapping level 3 tech to get by! Thanks to you!
Kevin Levin: Ancient history. I'm here to make a deal.

Vulkanus: You owe me. I'm gonna take it out of your hide then sell you off piece by piece.

Vulkanus: You're in a bad position to make demands.
Big Chill: He would be if he were alone. But, he's with us.
Kevin Levin: You followed me?
Big Chill: That whole "Get mad and storm off" act...please!
Vulkanus: You have friends? Had friends.

Vulkanus: You wouldn't even be fighting if you knew what he did to me.
Big Chill: He stole. He ran. That's Kevin.

Kevin Levin: Think about it - I'm an ex-con. I've done a lot of stuff I'm not proud of - stuff that, if you knew, you'd probably never trust me again; so, next time I say "drop it," drop it.
Gwen Tennyson: That's not how it works, Kevin.
Ben Tennyson: It's not what you did that matters but what you're going to do.
Kevin Levin: (doubtfully) Uh-huh.

Grandpa Max: Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: You can't go it alone. By now you're probably meeting some of the other Plumber's kids, but you have to find more. You need to put together a team.

All That Glitters [1.05][edit]

Kevin Levin: You know, my dog used to nod a spot on his butt over and over. That made us put a cone around his neck.

Kevin Levin: Problem?
Gwen Tennyson: Why haven't you asked me out?
Kevin Levin: What?
Gwen Tennyson: You heard me. We spend all of our time together, and you obviously like me.
(Kevin laughs)
Gwen Tennyson: You do. I see you mooning at me when you think I'm not looking.
Kevin Levin: Mooning?
Gwen Tennyson: And I like YOU - most of the time - so I'm asking you again.
Kevin Levin: See? That's the problem. You're asking me. A guy does the asking.
Gwen Tennyson: Yeah? When?
Kevin Levin: Don't push me.
Gwen Tennyson: (mimicking) "Don't push me."

Humungousaur: (holding bridge) Get everyone down. I can't hold this much longer.
Gwen Tennyson: (Trina walks into the highway) The girl!
Kevin Levin: Ben!
Humungousaur: Hands full!

Michael Morningstar: Something strange has been happening to the girls at our school lately.
Ben Tennyson: Glad to help.

Ben Tennyson: No, it's okay. He's right, I'm a jerk. (to Kevin) So, Kevin...when are you gonna ask Gwen out?

Kevin Levin: Don't you think we should get to know him a little more?
Ben Tennyson: What's to know? He's got the powers, he's got the gear-
Kevin Levin: He's got a sparkly trail when he flies?

Chromastone: Chromastone! (Lucy tries to electrocute him) That's not going to work. I'm a conductor.

Kevin Levin: Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy.
Gwen Tennyson: Why are you pretending to care? (walks away with Michael) Later.
Kevin Levin: (to Ben) You just gonna stand there?
Ben Tennyson: No, I was going to go sit in the car.

Ben Tennyson: You know what I'm thinking?
Kevin Levin: I know what I'm thinking.

Ben Tennyson: (Kevin attempts to pick the lock on Michael Morningstar's door) This is why you changed your mind about Gwen going out with Michael? So we can spy on him?
Kevin Levin: Yep.
Ben Tennyson: Well, then stop!
Kevin Levin: He ain't right, Ben. And if you're not gonna check him out, then I am.
Ben Tennyson: You're doing the wrong thing. The old Kevin thing. Step away from the door.
Kevin Levin: You really want to fight me over some new guy? That's how you're gonna build a team? (opens door) And they said I didn't learn anything in the Null Void.

Ben Tennyson: Fact is, you've been against Morningstar since the minute we met him.
Kevin Levin: Yeah, but at first it was just 'cause he's an arrogant, braggin' rich kid.
Ben Tennyson: Who Gwen likes more than she likes you.
Kevin Levin: Yeah, some of that, but now Gwen's in trouble, and you're too stuck on following your grandpa's instructions to see it.

Kevin Levin: Call me crazy, but is it possible Morningstar's the one MAKIN' these girls this way?
Ben Tennyson: You're crazy.

Ben Tennyson: Come to think of it, Trina was all weak and wobbly when we first saw her on the highway. Gwen was the same way at the power plant. Gwen might have caught whatever bug is doing this.
Kevin Levin: Yeah. And the bug's name is Mike Morningstar.

Michael Morningstar: From the moment I touched you, Gwen, I knew I'd found the only girl I'd ever need.

Michael Morningstar: Why use your powers to help people when you can use them to get whatever you want? All I ever wanted was power and then you brought me Gwen. Guess I should thank you. (looks up at the vent) I know the perfect thing. (about to blast the air vent when Gwen stops him) What are you doing?!
Gwen Tennyson: Coming to my senses! (grabs him and takes her power back)

Kevin Levin: (Takes Morningstar's Plumber badge after Gwen defeated him) You don't deserve this. (Crushes the badge)

Max Out [1.06][edit]

Grandpa Max: (after vanquishing two aliens in a diner who gave him more than what he asked for) I said..."just coffee".

Kevin Levin: Uh, no. Or let me put it in another way, no.
Ben Tennyson: Come on, Kevin, he's my cousin. He was supposed to be home from college two days ago.

Kevin Levin: And you want me to waste my time driving my car looking for your cousin?
Ben Tennyson: I know how it sounds. The police said to wait. I'm sure he's fine, but we just don't know where he is.
Kevin Levin: Daytona Beach, Fort Lauderdale. He's a college student.

Gwen Tennyson: You're sweet to do this Kevin. Ken is-
Kevin Levin: [chuckles] What? Ken?! Your brother's name is Ken?! Gwen and Ken Tennyson. What are your folks' names, Sven and Jen? I'm talking to you, Ben.
Ben Tennyson: [sarcastic] Yes, our names rhyme and you noticed, good for you.

Gwen Tennyson: They've already locked up for the night. (Kevin breaks down the door) Hey!
Kevin Levin: Don't worry, if Ken is so cool he'll be happy to pay for that.

Kevin Levin: For a guy who's so cool, he sure picked a lame spot to have spring break.
Gwen Tennyson: Ken IS totally cool. And he didn't pick where the awesome-mobile broke down.
Kevin Levin: "Awesome-mobile"?
Ben Tennyson: His car... I told you he's cool.
Kevin Levin: (sarcastic) Oh yeah, who could doubt it.

Kevin Levin: (talking about Ken to Gwen) That's the awesomemobile? That thing makes the Rust Bucket look like a Ferrari!

Kevin Levin: (about Ken) Ah, dirty laundry for mom to wash. This guy's really a class act.

(a DNAlien, trying to escape, runs into Kevin while he's turned to iron, knocking himself unconscious)
Kevin Levin: That's a work-related accident. You can sue.

Ken Tennyson: (tied to a chair) Who...who are you?
DNAlien Interrogator: I'm glad you asked, Ken. I think the best way to really get to know someone is to walk a mile in their shoes.(pulls out a slime-covered alien creature from a container)
Ken Tennyson: that?
DNAlien Interrogator: My "shoes."
Ken Tennyson: AHHHHHHH!

Kevin Levin: (looks at green water) You got to be kidding me. Who'd be crazy enough to swim in that? (scene changes and Grandpa Max pops out of the water)

Kevin Levin: Oh, you're not saying. (Ben and Gwen dive into the water) Provin' my point of this being the worst road trip ever.

Ben Tennyson: (after unsuccessfully sneaking in) We are not stealthy.
Kevin Levin: But we kick much butt.

Gwen Tennyson: (grabs a DNAlien with her magic beam) Tell us who tied you up, now!
DNAlien: (scared) Max Tennyson. He wanted to find some kid.

Gwen Tennyson: Where is he?
DNAlien: (referring to Max) I don't know. He cuffed me and left me here.
Gwen Tennyson: (yelling) Not him. He can take care of himself. The kid. Where is my brother?
DNAlien: The...the hatchery.

Big Chill: Thought you guys liked it cold.

(Gwen comes to a sudden realization after knocking down an alien)
Gwen Tennyson: Wait!
Kevin Levin: (having been pushed down by Gwen's energy barrier) What's wrong with you? I was just following your lead!
(Big Chill moves in towards the alien, so Gwen forms another barrier to block him)
Gwen Tennyson: Get back! Get away from him! It's Ken! It's my brother!

Omnitrix: (referring to Ken) Severe genetic damage detected.
Ben Tennyson: Hello. Um, Omnitrix is that you?
Omnitrix: Genetic code splicing error. Should we attempt to repair?
Ben Tennyson: Try to fix Ken? Yeah, let's do it! (grabs Ken's head)
Gwen Tennyson: What are you doing?
Ben Tennyson: I'll let you know as soon as I figure it out!

Ben Tennyson: (regarding the Omnitrix after it helps him free Ken of the alien parasite) I'm going to have to get a manual for this thing.

Grandpa Max: I'm so proud of you - all of you. You too, Kevin. I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped.

Grandpa Max: Stop them, Ben. These xenocites must be destroyed. Go!
(Ben and everyone else leaves. Ben stops at the door and turns around)
Ben Tennyson: What are you going to do?
Grandpa Max: What I have to.

Kevin Levin: So, was I right?
Ben Tennyson: Yeah, worst road trip ever.

Highbreed Commander: Max Tennyson. You have been active in your retirement.
Grandpa Max: Ah, this is really just a hobby now. Man my age has to stay active.

Gwen Tennyson: You kidnap my brother, turn him into a monster, capture my grandfather... I... have... HAD IT!!! (blows up the DNAliens)

Grandpa Max: No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it would take out half a mile.
Highbreed Commander: You wouldn't dare! You would be destroyed, and your offspring.
Grandpa Max: Gwen, throw an energy field around you and your boys and... be a good girl. (smiles at Gwen)
Ben Tennyson: (yells in terror) Grandpa Max, no please!
Grandpa Max: Sorry Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you... in all of you. (winks at them)
Ben Tennyson: (yells) Grandpa, no! (Grandpa Max presses the button and everything blows up; Gwen covers the team with an energy dome)

Kevin Levin: That was, pretty hardcore.
Gwen Tennyson: Hey, he saved the whole world.
Ben Tennyson: Yeah, he did. For now, but I don't think those things are giving up anytime soon!
Gwen Tennyson: What are you saying?
Ben Tennyson: I'm saying that it's up for someone to protect this planet. And like it or not... I think it's up to us.

Pier Pressure [1.07][edit]

Gwen Tennyson: She likes you. You should definitely ask her out.
Ben Tennyson: No way. What if she finds out about the Omnitrix? I don't want her to think I'm... weird.
Gwen Tennyson: Ben, you ARE weird, but you're also funny and sensitive and well-mannered... unlike some people I know.
(looks over at Kevin, asleep and drooling)

(applause, Kevin wakes up)
Kevin Levin: What did I miss?

Gwen Tennyson: (seeing Ben struggle to ask Julie out on a date) Sometimes I wonder how the species survives.

Julie Yamamoto: Well...guess I'll hit the showers.
Ben Tennyson: Yes. Good. Me, too.

[At Ben's house]
Ben Tennyson: Great. My hair looks stupid, my shirt is wrinkled, and I have a zit the size of Kansas.
Kevin Levin: Yeah? That's one big zit alright.
Ben Tennyson: Ah! How did you get in here?!
Kevin Levin: The usual way. Incidentally, you may wanna fix that hole I punched in your back door before your mother sees it.
Ben Tennyson: You couldn't knock?
Kevin Levin: I sorta did.
Ben Tennyson: Has anyone told you you're a strange and dangerous person?
Kevin Levin: Constantly...but enough about me. Gwen says that you need a favor.
Ben Tennyson: Uh, yeah. See, I wanna go to the pier tonight with Julie.
Kevin Levin: I bet you do.
Ben Tennyson: And, since I don't have a car,
Kevin Levin: Or a license.
Ben Tennyson: Or a license. I was wondering if you could give us a ride.
Kevin Levin: OK.
Ben Tennyson: No jokes, no insults, no blackmail?
Kevin Levin: Nope.
Ben Tennyson: Wow, thanks.'re gonna wait til we're in the car and you're gonna make my life miserable, aren't you?
Kevin Levin: [smiles, then slams door] Knobs broken

[in Kevin's car]
Kevin Levin: Now remember Benny-boy. Your mother and I want you back by 10-O'clock sharp, or you can't go to the disco.
Julie Yamamoto: Disco?
Ben Tennyson: He watches a lot of reruns.
Gwen Tennyson: Give 'em a break, Kevin.
Kevin Levin: Gosh, pumpkin, what do you mean?
Gwen Tennyson: [ticked off] You know exactly what I mean. At least when Ben likes a girl, he lets her know. He asks her out, maturely. Isn't that a novel approach?
Kevin Levin: Ben's got a girlfriend! Ben's got a girlfriend!

Ben Tennyson: Listen, uh, sorry about Kevin.
Julie Yamamoto: Why is he so mean to you?
Ben Tennyson: It makes him happy.

Patrolman: Yeah, I, uh, found that stolen truck. No, no sign of whoever took it. What do you mean he says it drove away by itself? That just doesn't happen. (sees his patrol car suddenly drive off by itself) ...much.

Julie Yamamoto: This looks fun.
Ben Tennyson: Especially if you don't mind wrenching G-forces and waves of nausea.

Ben Tennyson: I hope there's a simple explanation for this, but I kind of doubt it.

(the Omnitrix transforms Ben into a different alien than the one he meant to select)
Brainstorm: I'm not Jet Ray. I'm a seafood platter. Mm-mm, and apparently one possessed of a highly advanced intellect. Ergo, perhaps I should assign this new life-form a more apropos nom de guerre. What say... BRAINSTORM!

Jetray: None of this makes sense. Why am I being attacked by carnival rides?

Baz-El: Yes, well as I was saying, before I lost consciousness I exuded this symbiote. The one you call 'Ship' — thank you — and sent it off to find the nearest Plumber.
Julie Yamamoto: Because your sink is clogged?
Humungousaur: No, the Plumbers are intergalactic police officers. (Julie gives him a weird look) ...I'll explain later. And that's why it came after me.
Baz-El: Well, of course. Didn't you receive its distress signal?
Humungousaur: You mean...the beeping?
Baz-El: ...Yes, that beeping. (narrows eye) Don't you know how that works?!
Humungousaur: Not so much, no.
Baz-El: Really. Aren't you a Plumber?
Ben Tennyson: I thought you were.
Baz-El: (muttering) I'm going to spend the rest of my life here. (exasperated) Look is there anyone else I can talk with?!

Baz-El: (tired of explaining every little detail to Ben) And you wonder why most aliens only communicate with your livestock.

Ben Tennyson: (referring to Ship) Wait, what about this thing? Doesn’t he blorp back into your body or something?
Baz-El: Blorp. That's not how it works.

What Are Little Girls Made Of? [1.08][edit]

Kevin Levin: I dunno what you just said...but CANNONBALL!
Brainstorm: Oh, attempting to short me out hmm?
Kevin Levin: Okay, you got me that time.

[In the car]
Kevin Levin: This is crazy. She didn't show up yesterday, and she's not gonna show tonight.
Gwen Tennyson: Humor me.[Kevin sighs]
Ben: [fools around with the door opener]
Kevin Levin: [ticked at Ben] Does it look like I'm kidding, Tennyson?

Gwen Tennyson: I have to find a bathroom.
Kevin Levin: Lots of trees around.
Ben Tennyson: Real debonair, Kevin.

Kevin Levin: Talk!
Verdona: What rotten kids. Go away.

Verdona: Oh, a chase. I haven't had a good chase in ages.

Kevin Levin: Answers, lady. We're done playing.
Verdona: Not till I put my toys away, sweetie.

Verdona: This little world would be a lot more tolerable without trouble-making imps like you getting in my way.

Verdona: Do that again.
Gwen Tennyson: No problem. (fires mana beams at her)
Verdona: (blocks Gwen's mana) Incredible!

Gwen Tennyson: I met Grandma Verdona today.
Frank Tennyson: I was afraid this day might come, but you never showed any signs of having powers. Your mother and I thought we were in the clear.
Gwen Tennyson: Magic runs in the family? I knew it.
Frank Tennyson: Honey, there really is no such thing as magic. Your grandma's an alien.

Verdona: You always could tell when I was watching, baby. I had hoped it meant you had the spark, but no such luck.

Verdona: Anodytes are a race of free spirits with powers that humans can barely comprehend. Now, we don't often mess in the affairs of just plain folks, but I fell deeply in love with Max Tennyson.
Kevin Levin: And ditched him?
Verdona: No. It's just that, after the kids were grown and out of the house, I needed to reconnect with my Anodyte heritage, and Max was busy saving the universe with the Plumbers.
Frank Tennyson: Dad thought you didn't know about that.
Verdona: Yes, he didn't want me to worry. Sweet man. We had many good years, but we grew apart. Even a fellow loaded with as much mana as Max is still just a physical being.

Verdona: Why do the most backward creatures make the best music?

Verdona: How do you know you don't like something if you don't try it?

Ben Tennyson: Destroy...
Kevin Levin: Her body?
Gwen Tennyson: Destroy my body? You're not serious.

Kevin Levin: (referring to Gwen leaving) No! Why would you even think about it? I want you around. The whole thing's lame.
Gwen Tennyson: (Kisses Kevin on the cheek and jets away)
Kevin Levin (yelling after Gwen): Lame. Lame. LAME!

Spidermonkey: Check it out...hands free!

Kevin Levin: Gwen, stay back!
Gwen Tennyson: Hit the road, Kevin.
Kevin Levin: Huh?

Spidermonkey: Why Grandma...what big trouble you have.

(Kevin lifts a boulder ready to smash Verdona with it, but then he pauses)
Kevin Levin: Dude, I don't know if I can pound your grandma!
Spidermonkey: That's okay. We're teaching her to mind her Mana!
Verdona: [laughs] Good one, Ben.
Kevin Levin: Was not.

Verdona: Energy beings talking here.

Verdona: Well, it's been a wild little shindig, but Mama's got to go.

Verdona: Don't forget to have some fun, kiddo. Grandma's going to drop in now and again to see how you're doing.
Lily Tennyson: [sarcastically] Oh, joy...

The Gauntlet [1.09][edit]

Ben Tennyson You know who would be perfect for this?
Kevin Levin: The suspense is killin' me!
Goop:[After Ben changes into Goop] GOOP Patrol is on a roll!
Kevin and Gwen: EW!
Goop: You know this is cool!

Gwen Tennyson: Ben, get off of us!
Goop: Sorry!

Ben Tennyson: You know what? You two aren't even worth it.
Cash Murray: Huh?
Ben Tennyson: It's ridiculous. Could you at least try being original for a change? You've been doing the same old bully routine since the second grade, Cash. It's tired. Spilling my drink? Seriously? I can't believe I used to be afraid of you. Look around, Cash. We've all grown up, but you're still the same pathetic loser who has to torment others just to feel good about himself. You're just sad.

[at Ben's house]

Ben Tennyson: (arriving with drinks) You've been here all night?
Kevin Levin: And I'm not leavin' until my ride is cherry.
Ben Tennyson: Want some help?
Kevin Levin: You want to help me? Go away!
Ben Tennyson: Fine by me. (puts 2 juice cups down and walks away angrily)
Ben Tennyson: [Walks back to drinks and grabs one] No juice for you! [walks away again]

Cash Murray: It ain't finders-keepers, J.T. It's mine.

Gwen Tennyson: Kevin, don't do anything stupid!
(Kevin runs off)
Gwen Tennyson: Waste of breath.

Kevin Levin: Knock-knock. (kicks open the door) Don't bother hiding. Your weasel friend already told me you were here.
Cash Murray: (unseen) Levin? I don't have any beef with you.
Kevin Levin: That's where we differ. You trashed my car.
(Cash steps out from the shadows, revealing his right arm with alien technology grown over it)
Kevin Levin: (smiling) Okay, that's a surprise.
Cash Murray: Pretty cool, huh? i can also do this! (blasts a hole through the concrete wall) You were just about to leave, right?
Kevin Levin: No. This is good. This is REALLY good.
Cash Murray: What are you talking about?
Kevin Levin: See, now that you're all jacked up, I don't have to hold back.

Cash Murray: Guess this means you're not the coolest kid in town anymore, Levin.
Kevin Levin: And YOU are? Not on your best day.

Gwen Tennyson: How many of those things have you had today?
Ben Tennyson: Let me put it this way: enough to know carrot and chocolate aren't two great tastes that taste great toge...

J.T.: (thanking Ben) We should get together sometime and eat paste.

Paradox [1.10][edit]

Kevin Levin: You didn't need to come. Gwen and I could've handled this alone. It's nothing really.
Ben Tennyson: It doesn't sound like nothing. Weird noises, unearthly lights, rumors of weird creatures out here.
Kevin Levin: Yeah, the dudes I heard it from aren't totally reliable~
Gwen Tennyson: Isn't that like a big bad boy thing to do? Come out here to the ghost town to drag race.
Kevin Levin: How should I know? I just know them from autoshop.
(Gwen and Ben spot graffiti that reads: "Kevin Rules!")

Ben Tennyson: Grandpa Max said Los Soledad used to be a big military base back in the 50's; some kind of research facility.
Kevin Levin: Yeah, must've been some serious research. Check out these walls. Fifty years later and there's still no way in. (looks at huge holes) No way! These weren't here.

Gwen Tennyson: (referring to the holes) Did anyone notice some of them are vaguely person-shaped?
Ben Tennyson: Weird... Maybe something, I don't know, burned through the walls.
Kevin Levin: Like what?
Ben Tennyson: The same thing that burned these weird trails everywhere.

Ben Tennyson: I need to put on a little weight.

Kevin Levin: Hey it's that dork from the photo; the Paradox guy.
Gwen Tennyson: You haven't changed at all - in fifty years!
Professor Paradox: Oh, considerably more than that.

Professor Paradox: Easy on the jacket. It's 1200 years old.

Professor Paradox: Swampfire! That takes me back - or is it forward? It's so hard to tell, Ben. Have we met?

Professor Paradox: (checking his watch) Where have you been? You were supposed to get here six seconds ago - or is this thing running fast?

Professor Paradox: Same old Ben Tennyson. You're more like yourself now than you were in the future, which for obvious reasons I can't really tell you about.
Kevin Levin: (to Ben) You want me to hurt 'im?

Kevin Levin: Looks like my place after that big party I threw last weekend.

Gwen Tennyson: (referring to the Trans-Dimensioanl Monster) Look! That thing has been in here too.
Ben Tennyson: Only one trail. It either came in here and vanished...
Gwen Tennyson: ...Or it was born here!

Gwen Tennyson: Are you okay?
Old Kevin Levin: My back is killing me, my legs ache, and what's up with these shoes? Is it too much to ask for a little support?
Gwen Tennyson: He's like a real irritable, short-tempered, crotchety old man.
Old Kevin Levin: Why are you whispering?!
Ben Tennyson: In other words, aside from the male-pattern baldness, he's pretty much the same as always.

Old Kevin Levin: What do you think you're doing?
Ben Tennyson: Driving.
Old Kevin Levin: Don't even think about it. You don't have a license.
Ben Tennyson: Grandpa Max taught me, and it's an emergency. You're near-sighted, arthritic, your reflexes are shot... and you're trying to unlock a cactus.

Old Kevin Levin: You are never driving my car again! (Kevin's car falls apart)
Ben Tennyson: True.

Professor Paradox: There is something different about you. Is it your hair?
Old Kevin Levin: Yeah, I'm partin' it down the middle now and I also got real old!

Professor Paradox: Don't talk to me about "old." I walk in eternity.
Old Kevin Levin: Well, you better start running in eternity, smart guy!

Ben Tennyson: (referring to the Trans-Dimensional Creature) You just keep that thing occupied!
Professor Paradox: K-Keep it occupied? I'm a time-traveling hero; I don't keep things occupied!

Professor Paradox: The Chrono-logger is hardly a time machine in the sense of a vehicle, but rather a subatomic drill designed to bore a tunnel in the fabric of space-time. As to cost, I think the alleviation of untold human suffering throughout history is ample justification, General.
General Groff: It'll also give our red buddies overseas a thing or two to think about.

Hugo: Doctor, I'm....I'm frightened!
Professor Paradox: Have a gumball. It'll calm your nerves.

Professor Paradox: Gumballs last a really long time. Look under your desk at school!

Professor Paradox: Young Ben has an innate sense of transtemporal metaphysics, which will serve him well in his future - or should I say past?
Ben Tennyson: And I drive good, too

Kevin Levin: Finally something worth the gas.

Ben Tennyson: The creature - it tried to use the pay phone, then it went to the police station, then the dorms. It didn't act like some unfathomable transdimensional creature. It did everything a normal person would do...
Gwen Tennyson: ...if they suddenly found themselves in an abandoned military base.

Professor Paradox: You're much smarter than you were when I met you later.

Kevin Levin: "shouts" Oh and uh, thanks for stranding us the middle of nowhere!

Kevin Levin: Paradox, I take back everything I was about to say about you.

Ben Tennyson: [Reads Paradox's note] "Kevin, try to keep in mind that if this car comes into contact with anything else from will explode like anti-matter. Enjoy! Paradox."
Kevin Levin: He's kidding right? That some kind of "time travel" joke right? Isn't it, guys?

Old Kevin Levin: You should have gone out with me when I was young and handsome.
Gwen Tennyson: You were too immature.
Old Kevin Levin: What about now?
Gwen Tennyson: Too old.

Gwen Tennyson: Kevin, I can't believe it (hugs Kevin) you're as good as new!
Kevin Levin: Well, my back still hurts a little, if I could just lean on you. (Gwen smiles and pushes him away)

Professor Paradox: Hugo, of course! If it'd been a snake, it would've bit me!

Professor Paradox: I'll tell you my story in a way that you can understand. With a beginning, middle and end. We'll start in the middle. Los Solidad was built entirely because of my ingenious theory. A time tunnel utilizing properties which I discovered in quartz crystals. Which allows us access past and future events.
Kevin Levin: Well for a genius it looks like you blew it.
Professor Paradox: You don't know the half of it. So some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon. I must have spent 100,000 years there. I didn't age, or need to sleep or eat. Just exist.
Kevin Levin Heh, sounds pretty boring.
Professor Paradox At first, I went mad of course, but after a few millennia, I got bored with that too, and went sane. Very Sane. I began to learn. I now have total understanding of the space/time continuum, allowing me to travel anywhere and anywhen I want. Within reason of course.

Professor Paradox: I've spent a dozen lifetimes crisscrossing the time stream, making it a better place.
Kevin Levin: Then how does that pay?
Professor Paradox: At the moment, not even in job satisfaction.

Be-Knighted [1.11][edit]

Ben Tennyson: Good idea, headbutt!

Gwen Tennyson: Wait a minute, they paid you to bring Ben to them, didn't they?
'Kevin' Levin: That hurts. Don't you think I ever do anything of the goodness of my heart?
Gwen Tennyson: How... much?
Kevin Levin: I cut him a deal.

Ben Tennyson: If the knights are desperate enough to ask ME for help, we should at least hear what they have to say.

Squire: A thousand years ago a handful of knights battled a giant fire-breathing beast. They were the king's greatest warriors, but even they couldn't finish it off. All they could do was trap it and then build a stone fortress around it. Years went by. Dozens of far-fetched dragon legends sprang up; but, all the while, the knights were passing the custody of the real beast down from father to son to grandson. Unfortunately, the dragon was invulnerable to every new weapon we tried on it. The latest was an alien quantum-disassembler cannon. We had high hopes for it - and still do - but... well, the dragon escaped.

Squire: Ben, we need you to help us.
Ben Tennyson: You're saying you want me to be a part of all this? Be a knight?
Squire: Yes, Ben. Join us in out most nobel of causes.
Ben Tennyson: Do I get some if that cool armor?

Squire: Ben's too close to the dragon.
Connor: Pity.

Ben Tennyson: You used me.
Connor: It wasn't personal, but if you or your friends get in our way again, it will become so.

Gwen Tennyson: (as Ben prepares to face the dragon) What's it gonna be THIS time - Humungousaur?
Ben Tennyson: Nah. Humungo's too close to what I'll be fighting. Gonna figure that thing's had a lot more experience being a dragon than I have.
Gwen Tennyson: (impressed) Thinking it through, huh?

Connor: If you're trying to scare us, it's going to take a lot more than a stripling with a fancy wristwatch, right?
Squire: Absolutely!

Ben Tennyson: I knew I'd seen one of these before. What is it?
Kevin Levin: Galvin Universal Translator - translates any language into any other in real time. Pretty common alien tech.

Spidermonkey: You can talk.
Dragon: Of course I can talk. Why wouldn't I be able to talk?
Spidermonkey: Well, I-I thought you were a, um...
Dragon: A what?
Spidermonkey: A-a-a... a-a m-monster?
Dragon: Yeah? Well, I thought YOU were a monkey.
Spidermonkey: Oh, I don't really look like THIS.
(transforms back into Ben)
Ben Tennyson: See?
Dragon: Sorry. All mammals look alike to me.

Kevin Levin: It's not just you, Ben does sort of favor a monkey. Smells like one too.

(Dragon roars)
Gwen Tennyson: His translator box must be broken again.
Kevin Levin: Sorry, Gwen. Sometime a roar is a roar.

Ben Tennyson: Weapons?
Dragon: Didn't think I'd need 'em when I landed - too trusting. Heh! Rather, I used to be.
Ben Tennyson: You don't have to do this.
Dragon: (nearly whispering) I know, but I want to.

Ben Tennyson: You're not a monster. You're a map maker.

Gwen Tennyson: How did you do it?
Ben Tennyson: Huh?
Gwen Tennyson: You know, get the dragon to go?
Ben Tennyson: I just...oh, I just used my head.
Kevin Levin: (puts his arm across Ben's shoulders) Head butt, huh? An old one but it always works. You're really comin' along, kid.
Ben Tennyson: Thanks, Kevin. Glad you understand. (turns and winks at Gwen)

King Patrick: Now we know that somewhere in the stars there's not one dragon but an entire planet of them. How soon before more of the beasts arrive here wanting revenge? They could be making their plans even as we speak. No, Connor, the world needs the Forever Knights now more than ever. We must always stand ready to fight the dragons...
(The knights cheer)
King Patrick: ...and the despicable traitors who helped them.

Plumber's Helpers [1.12][edit]

Manny Armstrong: Another one bites the dust.

Manny Armstrong: We gotta nail three monsters at once.
Kevin Levin: Monsters?!...That's a laugh coming from a Halloween reject like you.

Kevin Levin: How come I always get the easy jobs?

Kevin Levin: Let me out of this bubble...then we'll see what you got!
Helen Wheels: Quiet! You sound like a couple of six-year olds fighting in the playground!
Kevin & Manny: (in unison) I'm not anything like him! (glare at each other) Grrr...!

Manny Armstrong: He's an alien, and I say we feed him to the eradicannon.
Kevin Levin: The e-e-eradi-what?
Manny Armstrong: A disintegrator beam. It turns scum like you into dust.
Kevin Levin: That's not a disintegrator, you doofus. It's a null void projector.
Manny Armstrong: A null void what who?
Kevin Levin: Probably a Mark I. It's a museum piece - and YOU are a pinhead.

Gwen Tennyson: What kind of a hero travels in a bus?
Ben Tennyson: None of us knows how to drive a car and none of us has a license! What do you want me to do? (pretends to call mom) Hi, Mom. We need to go fight some aliens. Will you give us a ride?
Gwen Tennyson: Okay, whatever. I'm just worried, that's all.
Ben Tennyson: About Kevin?
Gwen Tennyson: Yeah, I mean we must reach there before something bad happens... it's not like I care about him... I mean who would care about a person who is untrustworthy, rude and arrogant... and how could you even say such a thing about me!
Ben Tennyson: (confused, shocked, understanding Gwen's feelings for Kevin) Actually...I didn't say anything.
Gwen Tennyson: Oh!
(at Manny and Helen's hideout)
Manny Armstrong: Are they close?
(Ben and Gwen arrive)
Ben Tennyson: Very!
Gwen Tennyson: Now give us back our friend!
(Helen and Manny start shooting at Ben and Gwen, Gwen puts up her shield)
Ben Tennyson: (sarcastically) Friend?
Gwen Tennyson: Teammate, co-worker, whatever.... can we talk about this later?
(Helen noticed the distracted Gwen and Ben, so taking advantage, she shoots a piece of rock, which breaks into three, all falling on Ben's head and shoulders)
Ben Tennyson: Hey! I wasn't the one who... Uh... Uh... Uhhhh (falls unconscious)
Gwen Tennyson: Ben! (hits Manny and Helen with her shield)
Kevin Levin: (at the same time regaining consciousness, realising that Ben and Gwen have come to his rescue) Looks like my rescuers need rescuing.

Kevin Levin: Nothing like a little iron in your diet to perk you right up.

Ben Tennyson: I've got to start wearing a helmet.

Kevin Levin: (after Ben escapes the Null Void) I taught him that.
Gwen Tennyson: No you didn't.


Kevin Levin: But look at it this way: your human form is probably even uglier.
Manny Armstrong: You wanna go another round?
Kevin Levin: Anytime, pal!
Helen Wheels: (to Gwen) Tell your boyfriend to back off
Gwen Tennyson: No you tell yours...whoahoh, he's not my boyfriend!
Helen Wheels: Well, you sure act like it.
Gwen Tennyson: Don't tell me who my boyfriend isn't... is!
Manny Armstrong: Think you're funny?
Kevin Levin: Hey, you're the comedian. At least you got the face for it.
Manny Armstrong: BOY ARE YOU ASKIN' FOR IT?!
Kevin Levin: I'm begging for it! Who's gonna give it to me?
Manny Armstrong: Me! With three hands tied behind my back!
Ben Tennyson: (getting frustrated) Hey!! Stop it, all of you! What am I, your babysitter or something?!
Helen Wheels: (referring to Pierce) You just sounded like my brother.
Gwen Tennyson: (sarcastically) Really!

[Null Void portal closes]

Kevin Levin: That is SO not gonna go well.
Ben Tennyson: I don't know...on paper we don't look like such a great team either.
Kevin Levin: There is that... now if you'll excuse me, I'm gonna swipe some of their equipment.
Gwen Tennyson: Kevin?!
Ben Tennyson: SO not cool man!

X = Ben + 2 [1.13][edit]

Frolic: E-emperor Milleous, have mercy.
Emperor Milleous: Mercy? For incompetence? Very well. Your destruction shall be swift. (Frolic is disintegrated) And YOU, my supposéd right hand - FIND MY DAUGHTER!
Raff: problem, Your Highness.
Emperor Milleous: This SevenSeven is a tool of the empire's enemies.
Raff: But that could mean anybody, sir - anybody you haven't... enslaved or... destroyed yet.
Emperor Milleous: True. Search the closest inhabited planet. FIX this... or I will show YOU mercy.

Kevin Levin: Raff, how you been? Guys, this is Raff. The number two guy in like forty star systems. Raff, Gwen Tennyson.
Raff: Tennyson?
Kevin Levin: Yeah, that's him there. ('to Ben) I use to talk about what I'd do to you.
Ben Tennyson: Right. Back when you were a crook.
Kevin Levin: "Entrepreneur."

Ben Tennyson: SevenSeven, like that guy SixSix we used to fight?
Raff: He's the same race as SixSix but far more dangerous.
Gwen Tennyson: Yeah, eleven more dangerous.

Ben Tennyson: There's gonna be a panic. Earth doesn't get death threats every day.

Ben Tennyson: Gotta stop that water! (Scrolls through his aliens, and comes to Alien X) Bet a time as any to give this one a try.
Alien X: Alien X! Seconded! "Water stopping"-motion: carried! (Alien X makes a clear circle in the air and it restores everything broken back to normal)

Ben Tennyson: This is awesome! Quick, how do I make something else happen?
Serena: You are one of three.
Bellicus: Weren't you listening?
Ben Tennyson: Yeah, whatever. Okay, team Alien X! Let's move! [Starts flying away from Serena and Bellicus, but stops when he realizes they aren't doing anything]
Serena: We are one of the most powerfull beings in the universe.
Bellicus: Because we are the most deliberative.
Ben Tennyson: Huh? You mean the Earth is safe?
Bellicus: No. How did you get that? [Ben flies back to them]
Serena: I am Serena, the voice of love and compassion.
Bellicus: And I'm Bellicus, the voice of rage and aggression. You're supposed to be the voice of reason!
Serena: Bellicus and I have been locked in eternal argument.
Ben Tennyson: Yeah, that's great, but the Earth is going to be destroyed any minute!
Serena: [Sad] I feel sorrow. Billions of lives will be lost.
Bellicus: Nah, they probably had it coming. [To Ben] Get it, genius? We deliberate. Now you try it.
Ben Tennyson: I wanna know what happened to my friends.
Serena: Seconded!
Bellicus: Motion carried. [A glowing window appears, allowing them to see Gwen and Kevin]

Kevin Levin: (trying to put Alien X through one of the windows of his car) Ugh, just bend or something!
Gwen Tennyson: You can't just stuff him in the trunk.
Kevin Levin: You're right...he doesn't fit.
Gwen Tennyson: I'm serious, he hasn't moved since he fixed the dam. Maybe he's hurt or...
Kevin Levin: Nah, he's warm. Maybe he's resting.

Serena: You see, until you showed up, Alien X was always in a deadlock, but now we've finally found a tiebreaker. How could we ever let you go?
Bellicus: Got that, genius? You're never changing back.

(Pluto explodes)
Gwen Tennyson: He blew it up.
Kevin Levin: Look at the bright side. This should smooth out Neptune's orbit.

Emperor Milleous: Yes, and Earth will be in smaller pieces if Princess Attea isn't returned to me. (looks at her)
Gwen Tennyson: (yells out) That makes no sense!
Kevin Levin: (whispers into her ear) Gwen...evil dictator.
(Emperor Milleous looks at her)
Gwen Tennyson: Earth can't even communicate with you!
Attendant: Incoming message from Earth, your violent highness. (Milleous looks at her)
Gwen Tennyson: ...What do I know?

Gwen Tennyson: Can't the Emperor just take his daughter and leave Earth out of it?
Kevin Levin: The Incursian Code - generally, if they don't enslave you, they wipe you out.

Gwen Tennyson: So much for the great dictator. And since Earth isn't in harm's way anymore, we're done! I'll get Ben.
Kevin Levin: We're not done. (Attea grabs the detonator from Gwen)

Kevin Levin: Stay back! I got this. (after Gwen helps) I said stay back.
Gwen Tennyson: Yeah, I heard you.

Ben Tennyson: He destroyed planet Pluto!
Bellicus: Pluto wasn't a planet. It was a dwarf-planet.
Serena: I think it should have been a planet.

Bellicus: Alien X doesn't do anything unless it's put to a vote. We already cut you some slack 'cause you're new. But that's the procedure.
Ben: Okay, I move that you let me use the Omnitrix.
Bellicus: [pause] Is there a second? [looks at Serena, both stay silent] Motion defeated.
Bellicus& Serena: Good vote.

Ben Tennyson: I propose we come to a vote on saving the world.
Bellicus: That's new business, kid. We still got old business from before you showed up.
Ben Tennyson: [annoyed] Well hurry!
Bellicus: Of course. I would like to vote on table-motion number eigty-billion and three: to save the dinosaurs from extinction. [Ben looks at him in disbelief]
Serena: [Whispers to Ben] He's against it.
Bellicus: [to Ben] Just listen, I'm sure I could win you over.

Kevin Levin: Pew! burnin' rubber!

Kevin Levin: (absorbs SevenSeven's armor) Nice armor. (punches him in the face)

[Princess Attea has just overthrown Emperor Milleous]
Princess Attea: Sentimental old fool. Seeing you paid my ransom, I paid SevenSeven twice as much to overthrow you.
Emperor Milleous: Actually, I have to respect that.

Princess Attea: It's customary for a new emperor to celebrate with a show of force. The ends of your lively planet will make beautiful fireworks for my coronation.

Princess Attea: As for these two, they tried to rescue me; so, I spare them.(to Kevin and Gwen) Once I destroy your home world, you'll be the rarest specimens in my zoo.

Ben Tennyson: [To Serena] You! You're supposed to be love and compassion! How can you let an entire world die!? [To Bellicus] And you! You're supposed to be anger and aggression! How can you let bad stuff go unpunished!? How can you both be so useless!?
Bellicus: [Outraged] Useless!?
Serena: We're the most powerful being in the universe. We change the very nature of space and time.
Ben Tennyson: You don't do anything! Billions of lives are at stake and you're like "Oh the procedure". [Serena starts crying]
Bellicus: Now look at what you did! Alright, I move that we save the Earth! Happy!?
Ben Tennyson: No! Just let me out of here! I've got nine other guys who can do it better.
Serena: That's hurtful.

Princess Attea: Aim for the molten core. I don't want any big chunks surviving.

Swampfire: [An Incursion soldier smells Swampfire's smell, coughs for a moment, then faints] Now that's just rude. I don't smell that bad, do I? [Smells his armpit; four more soldiers faint because of Swampfire's stink] Hmph. Fine!

Swampfire: Blowing up the world's for big kids only.

Emperor Milleous: As for you...
Gwen Tennyson: (grabs detonator from him) Ha!
Kevin Levin: No, we're done.
Gwen Tennyson: Really? (gives detonator back)
Emperor Milleous: As an award for your assistance in this matter, the Earth is spared. You may go. (the team teleports back to Earth)

Season 2[edit]

Darkstar Rising [2.01][edit]

[At some warehouse]

Kevin Levin: Forever Knights.
Gwen Tennyson: Up to no good as usual.

Ben Tennyson: Come on, Kevin. I got connections.
Kevin Levin: Yeah, like who?
Ben Tennyson: Um, uh, like Gwen.
Gwen Tennyson: It's true. He does know me.

Magister Prior Gilhil: I'm the Commanding Officer of this entire quadrant. You're all under arrest for impersonating officers of the law!

Kevin Levin: Sounds bad.
Magister Prior Gilhil: If I were you, I'd keep my mouth in check.
Kevin Levin: If I were you, I wouldn't threat a guy who can kick your can halfway up the street and back.
Magister Prior Gilhil: Feeling froggy son? Then jump.
Gwen Tennyson: And if you're feeling smart...don't.
Kevin Levin: (smiles) Ribbit. (attacks Gilhil)

Magister Prior Gilhil: And you - you don't even have a claim by blood.
Kevin Levin: Yes I do! My father - my REAL father was...
Gwen Tennyson: Kevin?
Kevin Levin: Nothing. Never mind.

Kevin Levin: I don't see why we got to talk to him.
Magister Prior Gilhil: Because I'm the plumber officer in charge of this whole place.
Ben Tennyson: And you know we're the good guys.

Magister Prior Gilhil: You're free to go, but if you EVER get involved in Plumbers' business again - I don't care WHAT Azmuth says - you're all gong to the Null Void - even you, Ben.

Kevin Levin: I wanna be a Plumber, okay? When I was little, my mom would tell me stories about my dad, how he was a plumber and he did all this cool stuff.
Gwen Tennyson: I never met your dad.
Kevin Levin: Me, either, but I still wanna be like him.
Gwen Tennyson: That's why you know so much about the Plumbers and alien technology and everything.
Kevin Levin: It's why I agreed to help you guys in the first place... mostly.

Kevin Levin: Ugh, how does turnip and wheatgrass make anything better? (a little ticked)

Kevin Levin: Oh, ginger. That solves our problems (sarcastically)

Ben Tennyson: Badges, We don't need any stinking badges.

Kevin Levin: I need my badge back, Ben. It's the only thing that matters.

Highbreed: Who are you? What insignificant alien speck dares to enter the command center of a HighBreed Lord? It doesn't matter. Dead men don't need names.

Gwen Tennyson: I brought you a present. (throws a wooden ball to Kevin)
Kevin Levin: (catches it) What's this?
Gwen Tennyson: A wooden ball. Absorb it. (Kevin absorbs it) How about this one? (throws Kevin another ball and he absorbs it) It's a ball bearing. Made out of, uh, I don't know, ball bearing stuff.
Kevin Levin: Stainless steel.
Gwen Tennyson: I brought you a whole bag of them. All made of different materials. That way, when you fight, you can change to whatever you want.
Kevin Levin: Thank you, but it doesn't really work that way. I need a lot of whatever I'm copying.
Gwen Tennyson: Oh.
Kevin Levin: And what makes you think I'm still helping you guys anyway?
Gwen Tennyson: (holds his hand, Kevin absorbs her skin) Because you've changed.
Kevin Levin: Maybe, but I'm still on parole. That Magister can put me back in that Null Void anytime he wants.
(Gwen and Kevin are about to kiss but the Highbreed breaks in)
Highbreed: (breaks through garage wall) Human scum, I will cleanse the world of your filth.
Kevin Levin: Looks like I picked the wrong day to give up fighting monsters. (absorbs metal from his car)
Gwen Tennyson: It's a Highbreed. Ben says they're too strong for us to fight.
Kevin Levin: Well, Ben ain't here. (attacks Highbreed)

Magister Prior Gilhil: Didn't take you kids long to get yourselves into trouble again, did it?
Humungousaur: US? We were just...
Highbreed: ...attacking me for no reason.
Humungousaur: He's one of the aliens we told you about. He's attacking the Earth!
Magister Prior Gilhil: Sure, kid. How 'bout some proof?
Highbreed: They attacked me for no reason. They said the were Plumbers.
Magister Prior Gilhil: I've heard enough. You three are under arrest.

Humungousaur: Nighty-night!

Gwen Tennyson: And the bad news keeps on coming.

Magister Prior Gilhil: You three are under arrest and you, I don't know what's going on here, but I'm gonna find out. You're coming with me for questioning.
Darkstar: I beg to differ. No one's going anywhere, not until I make your powers my own. (starts absorbing the power of the four; Gwen is able to shield herself)
Highbreed: You promised me that if I help you... (groans in pain and loses consciousness)
Darkstar: I can't be trusted! (Humungousaur tries to walk towards him) I almost forgot how strong you are... Ben! (Humungousaur changes back into Ben)
Ben Tennyson: (in a pained tone, holding his chest in pain) Who... are you... and how did you... (realizes who the stranger is and widens his eyes; looks back at Gwen, who's fighting off his powers) Gwen! Run!
Gwen Tennyson: What?!
Ben Tennyson: You've got to get away. You're our only hope! Run!! Uhhh..... (loses consciousness)
(Gwen manages to stop the stranger's attack and escapes)
Darkstar: You can't run forever, lovely Gwen. I'll have my revenge on you too. But first things first. (camera zooms over the unconscious Ben, Kevin, Gilhil and the Highbreed)

[In some lab, after all four have regained consciousness, all the four are in a rig with their hands chained with their bodies]

Magister Prior Gilhil: I don't understand what's going on. That's the guy who tipped me off that you were impersonating plumbers.
Kevin Levin: And he scammed Big Ugly too. [Highbreed growls at Kevin] Well he did. Don't snarl at me.
Ben Tennyson: I know who he is.
Darkstar: Do you really?
Ben Tennyson: You had to be somebody who knows all the Plumbers and the Highbreed. But most importantly, you had to be someone with a grudge against us. Why don't you take off the dopey mask, Michael?
Kevin levin: Wait, that's Michael Morningstar? The creep who tried to steal Gwen from... Who, who stole all those powers from those girls at his prep school?
Darkstar: When you ruined my plan, you nearly destroyed me. But over the weeks, my power returned. Stronger than ever. And so did my hunger. My old method of feeding is no longer sufficient.
Ben Tennyson High school girls too tough for you huh?
Darkstar To the contrary. I need more power than they can supply. Michael Morningstar no longer exists. [Darkstar lifts his mask] Now, I am Darkstar!
Ben and Kevin: Eeuugghh!!!!!
Darkstar: You did this to me! And you will feed my hunger! (starts absorbing their powers) I will take your strength and make it my own, until you've no more to give!
Kevin Levin: (to Ben in a pained voice) If you can reach your Omnitrix... maybe Alien X......
Ben Tennyson: (in a pained voice) No..... if he absorbed all that power..... nothing can stop him!
Darkstar: Eventually I'll have it all anyway.

Gwen Tennyson: I swear, you were better looking when we used to go out.

Magister Prior Gihil: Is he okay?
Ben Tennyson: Everything spinning... going dim... need smoothie.
Gwen Tennyson: He's fine.

Highbreed: What about me?
Ben Tennyson: Hang in there.

Magister Prior Gilhil: You've been drafted. (hands a badge to Kevin) Here's your badge back. (hands a badge to Gwen) And here's one for you.
(Ben holds out his hand expectantly)
Magister Prior Gilhil: Don't push it, kid. You've already got the Omnitrix. As of now, you're the only law in the quadrant. Do a good job

Alone Together [2.02][edit]

[In a warehouse]
Ben Tennyson: I got it covered. (turns into Echo Echo)
Echo Echo: Echo Echo! Who's the winner? (Highbreed attacks Kevin)
Kevin Levin: Nice goin, Mr "I got it covered".
Echo Echo: Hey, I'm all over it! (jumps onto Highbreed)
Reinrassic III: Don't touch me creature.

Kevin Levin: Don't let him in that thing! It's a Teleporter Pod! (tosses a rock at the pod)
Reinrassic III: You damaged the transmission field!

Reinrassic III: Your friend interfered with the teleporter settings.
Echo Echo: Well, to be fair, we were a little... distracted, what with you trying to kill us... and all.

Echo Echo: You couldn't defeat it alone and I couldn't. If more of them come, our only hope of survival is to fight together. You know I'm right.
Reinrassic III: I know no such thing.

Echo Echo: Come on! The sooner we get moving, the sooner we get home. (scratches his butt)
Reinrassic III: Your kind disgusts me.
Echo Echo: Huh? What did you say? (looks at his hands)
Reinrassic III: I will not allow such a filthy creature to spend a single moment longer in my presence.

Reinrassic: Microcephalic vermin-ridden carcass!
Echo Echo: That's an insult, right?

Echo Echo: Creeps you out? I can take care of that. (changes back into Ben)
Ben Tennyson: See? I'm really just a plain old human.
Reinrassic III: That is even worse! Be gone, foul thing! I shall traverse to the transporter alone.

Reinrassic III: (talking about the Highbreed species) The one true species thrives in a much cooler climate.
Ben Tennyson: Humans like it cooler than this too, but you're actually wasting away here! I've got something that can help us both beat the heat. (turns into Big Chill)

Reinrassic III: I did not... request your assistance.
Big Chill: I know. Chill dude.

Big Chill: (talking about a puddle of watter) It was a trap.
Reinrassic III: Gullible prey can often be lured by the right bait. Many creatures use this to their advantage.
Big Chill: (talking about the Dravek) That thing's getting loose. Let's move.
Reinrassic III: (offended) You cannot issue commands to me!

Reinrassic III: It was in my own interest to stop that creature from harming you.
Ben Tennyson: Yeah? Well, it's in MY interest to help anybody who needs it.

Swampfire: What is with you? Yeah, you don't like the alien creatures I turn into - I get it! - but, come on, I was saving you! Cut an alien-monster-guy some slack once in a while.

Swampfire: This is as good a place as any to set up camp for the night.
Reinrassic III: No. We shall walk through the night.
Swampfire: No. We shall camp HERE for the night.
Reinrassic III: (warningly) I would not use such an insolent tone with me, lesser creature.
Swampfire: (runs up to him) Oh, really?
Reinrassic III: You have not yet dealt with me at my full strength. See how the cool night air has begun to restore me?
Swampfire: Yeah, I've noticed.
Reinrassic III: I shall carry on from here on my own.
Swampfire: All right. Go, then!
Reinrassic III: You have outstayed your usefulness to me.
Swampfire: So have you!
(a nearby roar is heard)
Reinrassic III: We shall... camp HERE for the night.

Ben Tennyson: Pull up a boulder. Sit down.

Ben Tennyson: My name is Ben, Ben Tennyson. What's yours?
Reinrassic III: I am known as Corine Reinassic III, seventh son of the noble Highbreed house of Dirassa, direct descendant of the High Order of Raseckt, heir to the--
Ben Tennyson: I'm gonna call you Reiny.
Reinrassic III: That is disrespectful, Ben-Ben Tennyson!

Reinrassic III: I am not a lowly homo-palustris!

Ben Tennyson: It's weird. Despite the fact that I don't trust you any farther than Humungousaur could throw you, it's still pretty cool how we've managed to work together to survive. I mean, we may not be friends exactly, but we're not full-on mortal enemies anymore either.
Reinrassic III: You and I are enemies.
Ben Tennyson: But we've been able to see past our differences, probably because I know what it's like to be - well, not a HighBreed, EXACTLY - but a whole bunch of other kinds of alien creatures kind of like you. (indicating the Omnitrix) Thanks to this, I get to walk a mile in other life-forms' shoes, so I can totally understand what it's like to be them since... I HAVE been them.
Reinrassic III: Such presumption! - but what else is to be expected from a genetically inferior creature?

Reinrassic III: Why would I, a HighBreed, be the slightest bit interested in befriending the revolting likes of YOU?

Reinrassic III: You and I are more than mere enemies. HighBreeds were the very first race in the universe. All species hence, other than pure-blooded HighBreeds, are nothing but mongrels, hideous abominations of nature - especially humans. As soon as I no longer require your aid for my own protection, Ben Ben Tennyson, I shall eradicate you, and there will be one less vermin infesting a grateful universe.

Ben Tennyson: (hearing a rumbling in the background) Did you hear something?
Reinrassic III: I heard nothing except you, human - which is the same as nothing.
Ben Tennyson: (dryly) Ha-ha.
Reinrassic III: I believe I'm beginning to grasp your concept of humor.

Gwen Tennyson: Where's the Highbreed? Did he get away?
Ben Tennyson : (sadly) I doubt it.

Good Copy, Bad Copy [2.03][edit]

Humungousaur (Albedo): Answer me, where is he?
Forever Knight: Why ask what you already know? Are you testing us?
Humungousaur (Albedo): (pins the Forever Knight against a wall) I test your will to live. Now for the last time... (changes back)]
Albedo: ...where is Ben Tennyson?

Kevin Levin: Your cousin took out a whole hive? Come on, he doesn't have the guts.
Gwen Tennyson: You mean it's not like Ben to go on a mission like that alone.
Kevin Levin: OKAY.
Gwen Tennyson: Why he's keeping secret from us?

[At Ben's house]

Kevin Levin: Congratulations Tennyson, you're finally putting the Omnitrix to maximum use.

Ben Tennyson: I swear, I've been calculating the angular momentum. If I don't pass, my mom will ground me, which means minimal hero time and zero Julie time. You do the math, because apparently I can't.
Kevin Levin: I believe him. When you lie, your left eye twitches. But who knows, maybe you've been blackin' out and sleep fighting.
Gwen Tennyson: Is it possible? Is the Omnitrix making you attack your enemies in your sleep?
Ben Tennyson: (sighs) If we're going to discuss this, I need more chili fries. (notices all of the chili fries are gone) You said you didn't want any.
Julie Yamamoto: What? They're delicious.

Albedo: You disgust me. You, this miasma you call food, it's foul, smelly, oily digestive preparation... Everything human reeks!
Counterman: (hands him a bag of chili fries) Yeah, probably the onion.
Albedo: (whiffing the bag) Ugh! All the same, I find myself craving the entire, putrid experience. It must be in the DNA.

Albedo: Yes, it is I, Ben Tennyson. Transport me, Ben 10, to my domicile. There are grave matters there of a personal nature to which I, Ben 10, must attend.

Big Chill: (lands and talks to Gwen and Kevin) Thanks a lot guys. You left me... (notices there's another Ben Tennyson and changes)
Ben Tennyson: And, uh, who's your good-looking friend?
Albedo: Ben Tennyson? A most difficult creature to find; but I must see you. I am Albedo of the Galvan.
Ben Tennyson: A Grey Matter? (looks at him) Kinda tall.

Albedo: I am the builder of the Omnitrix. I must have it back. Your days as Ben 10 are at an end.

Ben Tennyson: Since you built the Omnitrix, tell me how it comes off.
Albedo: (confused) Yes, I trust you are versed in the practical applications of eight dimensional quantum gravity monopoly equations. (left eye twiches)
Ben Tennyson: (looking at Albedo's left eye twitching) It really does twitch when I lie.
Kevin Levin: Told ya.

Ben Tennyson: Why don't you show your face? It feels a little crazy talking to myself.
Albedo: If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body constantly craving chili-fries and scratching myself in places I suspect are inappropriate.
Gwen Tennyson: Wow! He really is you!

Kevin Levin: An evil twin, huh? Guess you really ARE a hero.
Ben Tennyson: A hero with a big test in the morning. And I'd be home studying if you'd have listened to me the first time.

Chromastone: Ahh! (changes back into Ben)
Ben Tennyson: Uh oh!
Spidermonkey (Albedo): I told you! (screeches) You have drained your Omnitrix. Where as mine... (changes back into Albedo)
Albedo: I don't need an Omnitrix to destroy you!
(both attempt to punch each other and the Omnitrixes link)

Ben Tennyson: Tell me how to get these apart!
Albedo: Perhaps if one of us could manage to die!
Ben Tennyson: Don't tempt me!

Albedo: This human body is unbearable!
Kevin Levin: I get that, and the face is even worse.

Azmuth: Albedo, through your arrogant act of rebellion, you have proven yourself a lesser being. (detaches Albedo's Omnitrix) You shall remain as you are in a prison of your own making.
Albedo: No, you can't!
Azmuth: I have.
Albedo: I hate you! (teleported away)

Azmuth: Look kid, you alone have made the Omnitrix a force for good in ways I never conceived. It's better, I think, to allow you to create your own way of using it, no question. For all my concerns, you're the only being worthy to wear it - and I'm not the only one who thinks so.
Ben Tennyson: Who else?
Azmuth: My business. It's a... surprise.

Albedo: But some day I will be free, then they will all suffer, starting with Ben Tennyson,until that day . . . BRING ME CHILLI FRIES!!

Ben Tennyson: (shows Gwen his test) C+! And you thought I wasn't really studying.
Gwen Tennyson: I'm sorry. The suspicious circumstances made me... suspicious!
Kevin Levin: And I'm sorry I thought it was you kicking butt.
Ben Tennyson: Fair enough... I suppose. Don't know how much I like Azmuth not letting Albedo turn back. Like that's a punishment. Being me isn't so bad. (slurps his slurpee)

Save the Last Dance [2.04][edit]

[At Ben's home]

Gwen Tennyson: (annoyed and sighs again, magically pulls Kevin away from fixing his car)
Kevin Levin: HEY!
Kevin Levin: What?!
Gwen Tennyson: Oh, look! They're having a formal dance at my school on Friday!
Kevin Levin: What? You want me to take you to the dance?
Gwen Tennyson: Great! Pick me up at 7!
Kevin Levin: What?! Wait! (shocked)

Ben Tennyson: I cannot stress enough the importance of flossing.
Kevin Levin: Uh huh.
Ben Tennyson: I found this in my teeth. I think something may be going wrong with my powers.
Kevin Levin: Uh huh (curious) What do you know about girls?
Ben Tennyson: ...Okay that has nothing to do with my problem. What do you want to know?
Kevin Levin: Gwen's school is having some dance.
Ben Tennyson: And?
Kevin Levin: I think she might expect me to take her.
Ben Tennyson: So take her.
Kevin Levin: But the dance is at Gwen's fancy prep school...with a sit down dinner and everything. What if she expects me to waltz. What if I use the incorrect finger fork.
Ben Tennyson: If she wants you to dance, dance.
Kevin Levin: (cuts Ben off) But, I don't know how...
Ben Tennyson: (cuts Kevin off) And, there's no such thing as a finger fork.
Kevin Levin: See, if I was a preppy guy, I'd know stuff like that.
Ben Tennyson: You've saved the world. You've been to the Null Void and back. I'm sure you can handle the spring formal. But I'm having problems...
Kevin Levin: (cut's Ben off) I should go rent a video on dancing, and maybe one on forks. Just to be safe.

Julie Yamamoto: (watching Big Chill eat) Support beams. Roof. We definitely have a problem here.

Julie Yamamoto: (reading her notes) 6:30, you transformed into Big Chill.
Ben Tennyson: Are you sure? I programmed Jetray.
Julie Yamamoto: At 6:31, you exclaimed: "Big Chill."

Kevin Levin: You sure this thing is gonna work?
Ben Tennyson: Trust me. It's one of Grandpa Max's tuxes.
Kevin Levin: Grandpa Max wasn't the skinniest guy out there.
Ben Tennyson: It's from when he was younger. You're the same size, er, close enough.
Kevin Levin: (looks at his tie) Aren't these things suppose to come with clips?
Ben Tennyson: Not if you're older than twelve.
Kevin Levin: Fingers caught.

Kevin Levin: I'm not like all those prep guys from her school.
Ben Tennyson: Which is why she wants to go to the dance with you and not one of them. Just be yourself.

[At Gwen's house]

Kevin Levin: It's just a dance right? Nothing to worry about. I look pretty good.
[In Kevin's Car]
Gwen Tennyson: (looking at her corsage) Yellow Roses - how did you know?
Kevin Levin: I'm a sensitive guy for what the ladies like.
Gwen Tennyson: Really?!
Kevin Levin: No, acually Ben told me, but he was really cool about it. Gave me a lot of good advice.
Gwen Tennyson: (slight laugh) Good advice? Ben?
Kevin Levin: (slight chuckle) Yeah. He tied my tie for me.
Gwen Tennyson: Ben? Gave you dating tips and helped you tie your tie?
Kevin Levin: It could happen.

Kevin Levin: Let's dance.
Gwen Tennyson: We can't go in there.
Kevin Levin: But I learned the proper forks and everything! Outside to inside, right? Or was that little to big? Aw, man!

Julie Yamamoto: We'll get Kevin and Gwen. They can help.
Ben Tennyson: No. They're too busy with the dance. I'm on my own.
Julie Yamamoto: (puts her hand on his shoulder) You're not alone. You've got me.

Driver: (after Big Chill saved them) What is that thing?
Passenger: Who cares, he saved our lives. Thank you. (Big Chill starts biting the car)
Driver: Hey, what do you think you're... (Big Chill angrily snarls at them)

Gwen Tennyson: We'll handle it.
Julie Yamamoto: Forget that! Ben's in trouble. I'm going too!

Gwen Tennyson: Julie said it was Big Chill doing this.
Kevin Levin: Yeah?
Gwen Tennyson: We had problems with one of the aliens going rogue. It was Ghostfreak.
Kevin Levin: Never liked that guy. What's your point?
Gwen Tennyson: Maybe there's some connection between Big Chill and Ghostfreak, like maybe these ghost personalities are just plain evil.
Kevin Levin: Whatever. We'll save him either way, all right?

Kevin Levin: [showing Ben the video of Big Chill babies] Yep. Those are your kids.
Ben Tennyson: How!?
Kevin Levin: According to this, Necrofriggian, that's Big Chill's race, lays eggs once every eighty years or so. They'll live in space where it's cold, feeding on solar plasma. I doubt you'll ever see them again... mommy.
Ben Tennyson: Cut it out!

Ben Tennyson: (getting on Julie's moped) This is the most embarrassing...
Julie Yamamoto: I think you made a great mommy.

Undercover [2.05][edit]

Gwen Tennyson: Ben? Are you hiding?
Ben Tennyson: No. It’s just, if a fly lands on that banana when it teleports and it rematerializes as a deathly banana fly monster. I don't wanna be standing right next to it, is all.

[after the teleporter pad was destroyed]

Ben Tennyson: Is everyone alright?
Kevin Levin: Forget that, what about the teleporter pad?
Gwen Tennyson: Deep down, he's really glad we're okay.
Ben Tennyson: At least we don't have to worry about any "banana-fly" monsters.

Kevin Levin: Did you have to hit me so hard?
Gwen Tennyson: I did. I really did.

[At Cooper's house]

Kevin Levin: So Gwen...happy to see your ex?
Gwen Tennyson: Zip it. (to Ben) You just had to mention the crush?
Ben Tennyson: Probably not.

Ben Tennyson: There you go, signs of a struggle.
Kevin Levin: Smart kid. Left a message in a bottle so someone would see what happened to him.

Ben Tennyson: Gwen, can you track Cooper, figure out where they took him?
Gwen Tennyson: Probably. His energy resonance is really strong here. Got him. I can take us right to Cooper.
Kevin Levin: In other're attracted to him.
Gwen Tennyson: Can we just go?

Ben Tennyson: You have GOT... to see... THIS. It's DNAlien day camp.

[At Los Solidad]

Kevin Levin: Why don't we yell out: "Hey Cooper"
Ben Tennyson: And have 4000 DNAliens crawling up our butts? Good plan.
Kevin Levin: And if there's 4000 DNAliens behind that door...good plan.

Kevin Levin: Got any spells that'll give us cover so we can get to him?
Gwen Tennyson: They're not spells.
Kevin Levin: That's a no, then.

Kevin Levin: Calvary's here....not that you uh, need it or anything.

Cooper Daniels: (to Gwen) The way you came storming in there, like how Princess Elena rescued me last week from the Caverns of Unforgiving Dismay!
Gwen Tennyson: Excuse me?
Cooper Daniels: In Nations of Conquest, the M.M.O.R.P.G I play.
Gwen Tennyson: Excuse me?
Cooper Daniels: Massive multiplayer online role-playing game.
Kevin Levin: Yeah Gwen, (smiles) and your power is being +3 nerd bait.

Highbreed: You'll do just as I say or your friends will pay the price.
Kevin Levin: Actually, we're not all that close.

Kevin Levin: Hey Coop, the damsel rescues you. Now you get to be the knight that saves the day.
Gwen Tennyson: Jealous much Kevin?
Kevin Levin: I'm not.

Echo Echo: Ready... to... go?
Kevin Levin: Please say yes.

Highbreed: Continue to work. The time of cleansing is nearly at hand.

Pet Project [2.06][edit]

Dr. Joseph Chadwick: My fellow knights, we have lately endured a grave defeat. Our prisoner, the villainous dragon, escaped from our grasp - but does this mean we have lost? Do we now abandon our sacred duty?

(Julie talks about her latest pleasantries with Ben)
Gwen Tennyson: That's so sweet. (to Kevin) Don't YOU think that's sweet?
Kevin Levin: Took the words right out of my mouth.

Kevin Levin: Okay, no shrieking in the car.
Gwen Tennyson: No promises, sometimes we're gonna shriek.
Julie Yamamoto: Yeah, like you and Ben do when you're watching football.
Kevin Levin: WE DO NOT SHRIEK! Uh, shriek.
Gwen Tennyson: Uh-huh.
Kevin Levin: Anyway, I'll drive you to the mall as promised, but I'm not hangin' around and watching you shop.
Gwen Tennyson: That's okay. You're not invited.

Julie Yamamoto: (as they're being attacked) Why is he shooting at us?
Gwen Tennyson: I don't know. Everybody always shoots at us.

Kevin Levin: That guy is so paying for a new paint job!
Gwen Tennyson: Is that all you think about - your car?
Kevin Levin: No! Sometimes I think about food.

Ben Tennyson: We're not talking because?
Julie Yamamoto: Because I am upset with you, for being upset with me about Ship.
Ben Tennyson: Julie, we aren't talking about a poodle from the local pound. You don't know what you're dealing with.
Julie Yamamoto: Yes I do. I'm dealing with a person who is incredibly mean to poor little Ship, and who obviously does not trust me!
Ben Tennyson: This isn't about trust, its- (stops and sees Kevin and Gwen staring at him from the from seat) You...mind if discuss this later?
(Julie looks away)

Kevin Levin: Nice kinetic face shield. What model's that? The pluster 3?

Kevin Levin: You know, most accidents do happen in the home.

Ben Tennyson: Do these drapes really go with chain mail?
Sir Morton: Well, it works for us.

Kevin Levin: Shoot it, shoot it, shoot it! (frantically)
Julie Yamamoto: No, Ben, no!
Kevin Levin: Now, Ben, now! (with Gwen still in his arms)

Swampfire: (mimicking Kevin) Shoot it, shoot it, shoot it?
Kevin: (defensively) It was a suggestion.
Dr. Joseph Chadwick: A suggestion we'll be happy to take.

Dr. Joseph Chadwick: Sir Morton, would you kindly ask your men to lower their weapons? Please?
Sir Morton: Sorry, Doc. It's time we got rid of this bunch, even if we ALL got to go in the bargain.
Kevin Levin: Not liking where this is going.

Sir Morton: Run away, run away!

Grounded [2.07][edit]

Carl Tennyson: (about Max) Your Uncle Frank and I KNEW he had some other life - we KNEW - and that he lied to us about it all the time! I won't have you lying, too!
Sandra Tennyson: It's our own fault. We were too permissive, and what did we get? A 15-year-old son needlessly risking his life!

Sandra Tennyson: Do we even have a paddle of some sort?
Carl Tennyson: I have my hemp belt.

Ben Tennyson: You don't understand, this is a matter of life and death.
Carl Tennyson: The only life we're concerned about is yours. You're staying right here.
Sandra Tennyson: Don't look out there, look at us.
Ben Tennyson: (thinks for a moment and makes up his mind) (Sighs) I'm sorry. I love you guys. You're awesome parents. You raised me by example and time after time, I've seen you put other peoples' needs first. I can't obey you now without disobeying everything you've ever taught me, about life, the world and responsibility.
Sandra Tennyson: Ben, we forbid you to-
Ben Tennyson: So when I get back, punish me however you want but right now, I have a friend who's in trouble! (turns into Humungousaur)
Humungousaur: Humungousaur!!! (breaks the ceiling and run through the window breaking the whole wall) (turns round realizing what he just did) Sorry. I'll fix that later! (continues running)
Sandra Tennyson: He just walked out on us! What are we gonna do?
Carl Tennyson: We're going to listen to our son.

Sandra Tennyson: You would have found a way to win even if you're father hadn't shot the giant alien with the space bazooka.

Kevin Levin: (returning from the tanker) Okay, I sunk it.
Ben Tennyson: Hey, what about the HighBreed? You were supposed to drag him off the ship before you skuttled it.
Kevin Levin: Was I? Must have slipped my mind. Kidding! He was gone before I got back.
Ben Tennyson: You're right, Mom. He's a ruffian.

Voided [2.08][edit]

Kevin Levin: (entering) Holograms? It's never like I come over and you're just playin' video games or somethin'.

Gwen Tennyson: We have to go get them out.
Kevin Levin: You're not going in there. I've been there. It's...
Gwen Tennyson: I can handle it!
Ben Tennyson: No, you can't! There's too much riding on us being here.
Gwen Tennyson: You heard her. They need help.
Ben Tennyson: I know. That's why I'm going alone.

Kevin Levin: The Plumber Snake is an unbreakable, pandimensional retrieval system worth mucho dinero, which you are lucky I have.

[In Ben's house]

Ben Tennyson: Last time when I went in the Null Void I didn't need all this junk.
Kevin Levin: Last time you had a motor home full of state-of-the-art Plumber gear.
Ben Tennyson: Which you sold.

Ben Tennyson: Aww, you'd miss me.
Kevin Levin: I've got better ways to spend my time than going to your funeral.

Alien: The Null King is upon us! All is lost!

Ben Tennyson: Oh, fine. I'll just sit this one out then. Yeah, not too likely. (charges into battle)

Manny Armstrong: Some savior you brought us, Helen. Can't even save himself.

Brainstorm: Although I'm generally much too modest to boast, on rare occasions I do come out of my shell.

D'Void: (after Ben saves Manny as Brainstorm) Who dares?!
Brainstorm: That isn't how to tell a joke, miscreant! First I say; "knock knock". Then you say; "who dares?".
D'Void: You would mock D'Void?
Brainstorm: D' Void A.K.A Dr. Animo! I most certainly would mock you. I'm doing so now. I'll be it... subtlety.

Pierce Wheels: (while leading Ben to the Wrench) Uh, don't eat anything he offers you!
Ben Tennyson: (standing behind the Wrench, unable to see his face) Mr. Wrench, I don't mean to get in the middle of your war, this whole dimension is destabilizing.
(The Wrench turns around and reveals himself to be none other than Max)
Grandpa Max: Why don't you tell me about it while eating my favorite centipede Gumbo!
Ben Tennyson: (appears to be shocked, then he and Max embrace each other and start laughing, Pierce being there to say if anything doesn't go wrong, he also seems surprised by the reunion) So, you gonna make me ask?
Grandpa Max: Well when I detonated that Null Void grenade, it didn't blast me to Kingdom Come, it blasted me here. I meant to come back home, but once I saw how badly these folks were being oppressed...
Ben Tennyson: You took it upon yourself to eighty-six Dr. Animo's rein once and for all!
Grandpa Max: Yeah. Or at least throw a monkey wrench into the machinery.
Ben Tennyson: Hence the Wrench. And the helpers, Plumbers' helpers! I just got it.
Grandpa Max: Pierce here helped me round up everybody willing to fight D' Void. But enough about me. What are you doing here? How did you get here? And how on Earth did Pierce beat you?
Ben Tennyson: (jokingly) I... kinda let him win!
Pierce Wheels: (raising the spikes on his face) You what?!
Ben Tennyson: I figured it was the only way you would lead me to the Wrench, uh, Grandpa. (Pierce realizes and puts his spikes off)

D'Void: And young Ben - always a pleasure to try and end YOUR miserable, interfering life.
Ben Tennyson: Are you still a doctor, Animo?
D'Void: What?!
Ben Tennyson: 'Cause it hurts when I do THIS! (transforms into Humungousaur)
Humungousaur: HUMUNGOUSAUR! (flattens D'Void with his fist; smiling) See? I told you it hurts.
D'Void: (rising slowly) Give me a moment and I'll show you REAL pain.
Humungousaur: Thanks, anyway. I'll pass. (stomps on D'Void)

Ben Tennyson: That's it. Hang tight, Grandpa.
Grandpa Max: What are you doing?
D'Void: Ben Tennyson fleeing before me! The Wrench at my mercy... and then, a world to conquer!
Ben Tennyson: Sounds like a busy day! I hope you had a big breakfast!
D'Void: What?
Grandpa Max: Ben, get away from there!
Ben Tennyson: This furnace, it doesn't only power the drill, it powers him. That's why he's so much stronger here, in his fortress! And that's why it has to go! (jumps down the drill)
Grandpa Max: Nooooo!
(while falling down the drill, Ben transforms into Big Chill)
Big Chill: Let's see how cold I can make this thing!
D'Void: You'll join him soon enough! (suddenly the the entire drill freezes, and starts freezing the fortress) What! Impossible! (a piece from the drill breaks, thus making the Null Guardians to retreat) Nooo! Noooooo! (D'Void goes to attack Max, but instead is twice slapped by Max, making him unconscious)
(Big Chill rises from a piece of ice, reverts back to Ben)
Ben Tennyson: Nice work!
Grandpa Max: I did have a big breakfast!

Grandpa Max: The Earth needs you to protect it, Ben.
Ben Tennyson: Then help me. I need you.
Grandpa Max: Not any more, Ben. You proved that today.
Ben Tennyson: I can't lose you again.
Grandpa Max: Never happen. We'll find a way back when our work is done here. And, besides, I'm always with you. (they hug)

Kevin Levin: Time to come home, Ben.
(Gwen and Kevin help Ben exit the Null Void)

Inside Man [2.09][edit]

Desk Sergeant: Good news. The highway patrol has a special alien-proof room. Officers Mullen and Liu are gonna take you there.
Tyler: No! This is real! I dhah... ah...!
Desk Sergeant: Relax. It's only until the alien-proof bus can come for you.

Ben Tennyson: (Tyler pinches his face) Ow! Why'd you do that?
Tyler: You'd never believe me.

Ben Tennyson: And fighting aliens is kind of our specialty.

Kevin Levin: Nice job parking, slick!
Tyler: You can't see it from the road. Driving a truck isn't easy.
Gwen Tennyson: Neither is keeping a piece of equipment this size from aliens.

Chromastone: Chromastone!
Tyler: What are you people?
Kevin Levin: Get used to it.

Chromastone: Now let's have a look at this Oscillator key (shines light) ...Aw man!

(Referring to DNAliens showing up)

Chromastone: Indestructible super dense silicon, guys! (pulls the Xenocyte off his face) Nice try, though.

DNAlien: We are stronger than you, human. Much...much stronger.
Gwen Tennyson: (grunting) Yeah? Well, body odor isn't everything.

Kevin Levin: The glows gonna attract attention!
Humungousaur: And a tuning fork the size of a building won't? The clock's running!

Tyler: Look, I'm finished either way.
Humungousaur: No. No sacrifices.

DNAlien 1: We don't have to harm you, Tyler.
DNAlien 2: Not at first.

Kevin Levin: What's wrong with you?
Gwen Tennyson: I'm really not sure about your choice, Ben!
Jetray: No sacrifices.
Kevin Levin: No save the world!

Tyler: We lose twice. They're going to finish that gateway and invade, and I'm this... thing. It's over.
Ben Tennyson: See? That's what you DON'T get. (touches Tyler's face)
Tyler: Ah... What are you?
Omnitrix: Genetic damage repaired.

Ben Tennyson: It's never hopeless. We know what the Highbreed are gonna do and where they're doing it, and we know who's gonna stop them.

Birds of a Feather [2.10][edit]

Spidermonkey: Spidermonkey!

Kevin Levin: Man, I've never seen you fight like that. (Spidermonkey grunts) Ben? (Kevin spots Ben lying on the ground unconscious) Wait a minute. If you're not Ben...
Gwen Tennyson: Who are you?

Gwen Tennyson: (to Kevin) Tell me this isn't gonna be one of those evil twin things again.

Kevin Levin: (with a smirk as he holds a red object with a curved nozzle) How come you haven't asked me what this is?
Ben Tennyson: I'm worried about the Spidermonkey.
Kevin Levin: Why?
Ben Tennyson: He saved my life. Yours, too.
Kevin Levin: I repeat my question.

Gwen Tennyson: But you don't even know this guy!
Kevin Levin: And what do you get out of helping him?
Ben Tennyson: He saved our lives, remember? And there's something else. He's just a kid. His father's gone now and he has to step up. Sound familiar? He's just like me! You. I mean... he's like you.

Kevin Levin: Craziest thing we've ever done. And that's saying a lot.
Gwen Tennyson: Ben identifies with the prince. They've both had a lot of responsibility thrown at them, they're both young.
Kevin Levin: They both get on my nerves.

Goop: Figured I'd find you here. It's me, Ben! What are you doing?
Simian: I-I need some equipment.
Goop: So, you just decided to take it? That's called stealing!
Simian: Can't be helped.

Ben Tennyson: I'm not going alone. I told him I wouldn't go without you two.
Kevin Levin: Great. So where's the fortress?
Ben Tennyson: (looks up at the sky) On the moon.

Kevin Levin: What are we supposed to do with the extra arms in the suit?
Ben Tennyson: You've never had trouble figuring out what to do with your arms before. At least that's what the girls say.
Kevin Levin: Which girls?

(Kevin, Ben, and Simian taking off spacesuits)
Kevin Levin: Nice to be out of this monkey-suit. (looks at Simian) Uh... no offense.

Simian: Ben, I think this guy needs to... chill out, what do you think?
Big Chill: I think I hate puns, and... I know I don't like to freeze people.
Simian: Then I'll do it myself.

Simian: Sorry, Ben. I'm leaving here, with the crystal.
Ben Tennyson: We'll just see what Humungousaur has to say about that!
(Simian webs up the Omnitrix, using it to slam Ben into a wall)
Simian: I don't think Humungousaur has anything to say.

Highbreed: Sounds like you made a real monkey out of him. No offsense.
Simian: Offend me all you want, long as you keep paying me like this.

Highbreed: Maybe you didn't understand. Maybe you need to have your ears cleaned...

Unearthed [2.11][edit]

Ben Tennyson: (to Tiny) We don't wanna have to hurt you. Drop the weapon and give yourself up!
Kevin Levin: You don't have to read him his rights first, Tennyson; just take him out!

Ben Tennyson: Drop it!
(Tiny throws the object at them)
Kevin Levin: To be fair, you did tell him to drop it.

(Tiny starts babbling baby talk)
Kevin Levin: Is that monster for "I give up"?
Humungousaur: Do I look like I speak monsterese? (sees Kevin's incredulous look) Oh, right.

(Tiny's got Humungousaur in a bear hug)
Kevin Levin: Aww. I think he loves you. (smiles)
Humungousaur: So... not funny!

Humungousaur: Don't move! It'll squoosh her.
Gwen Tennyson: I don't want to be squooshed!

[In the desert out side of Bellwood, fighting Tiny]

Ben Tennyson: Her? How do you it's a girl?
Kevin Levin: Yeah, if it was a girl,shouldn't it have a bow on it's head, or something?
Gwen Tennyson: You didn't pay any attention in health class, did you?

Ben Tennyson: I've got no idea what we should do about that.
Gwen Tennyson: Her!
Ben Tennyson: Whatever.
Gwen Tennyson: Well, do you want to keep standing around here arguing about it or help me hide her?
Ben Tennyson: I'd like to keep standing around.
Kevin Levin: I'd like to keep arguing about it. (sees Gwen glaring) If you don't want to know, don't ask.

Kevin Levin: That's it! Out!
Gwen Tennyson: She's just a baby! She didn't know!
Ben Tennyson: Gwen, much as I hate siding with Kevin, Tiny has to go back where she came from.
Kevin Levin: You weren't planning on keeping her, were you?
Ben Tennyson: Doesn't matter. We're stuck with her until nightfall, anyway.
Kevin Levin: What?! No! Get her out of here while I still have some car left!

Echo Echo: Thanks, guys.
Echo Echo 2, 3, and 4: No problem.
Kevin Levin: Dude, you're talkin' to yourselves again.

Gwen Tennyson: (Tiny chews on Kevin's car) Don't put that in your mouth! You don't know where it's been.

Kevin Levin: (after Gwen single-handely drives off the DNAliens) Wow.
Chromastone: Something to think about next time you get into an argument with her.

Chromastone: (as they're fighting the DNAliens) What are they all doing down here?
Kevin Levin: You mean besides trying to clean our clocks?

Tiny: I want Gwen.
Tiny's Mother: (gasps) Baby's first word.
Tiny's Father: I wonder what it means.

War of the Worlds Part One [2.12][edit]

Professor Paradox: Azmuth, come with me.
Azmuth: There's no point, time walker. The HighBreed Armada caught us totally by surprise. Galvin's planetary defenses are down. We don't have a chance! Without the Galvin, no other race in the galaxy has a chance, either.
Professor Paradox: But - and I hesitate to say this to the smartest being in the universe - that's where you're wrong.
Azmuth: Explain.
Professor Paradox: We do have a chance - the chance you made for us.
Azmuth: That is not what the Omnitrix is for!
Professor Paradox: The boy has proven more than once that it can be used for purposes beyond what you intended.
Azmuth: Perhaps.
Professor Paradox: Come with me to Earth.
Azmuth: I'm not leaving my home, not now.
Professor Paradox: (walks near Azmuth) And I'm not going back without you. (a Highbreed warship charges up a powerful beam and fires it straight at Azmuth and Paradox's location) I hope that you sincerely reconsider in the next 3 seconds or so. (Azmuth looks at Paradox, beam hits their location, Azmuth and Paradox teleport away in the nick of time)

Kevin Levin: What's so important that I have to miss the Auto Show?
Azmuth: The imminent destruction of your primitive world and all who live here.
Gwen Tennyson: But if you'd rather go look at a new convertable, by all means.

Ben Tennyson: The three of us could barely take down one of their ships.
Professor Paradox: The ship you defeated wasn't a warship. It was a small cruiser.
Ben Tennyson: That's encouraging.

Azmuth: I would have a word with the wielder of my Omnitrix... in private.
Kevin Levin: ...Riiiight, like I'm gonna miss this!
Gwen Tennyson: (grabbing Kevin's arm and dragging him away) Kevin Ethan Levin, you're coming with us!
Kevin Levin: Hey!
Ben Tennyson: Ethan? Your name is Kevin E. Levin? You just lost all remaining pretense of cool.
Kevin Levin: (to Gwen) You promised you never tell!

Azmuth: I have stored within it DNA samples of every intelligent life form in the Milky Way Galaxy.
Ben Tennyson: 10,000 of them, I know.
Azmuth: As I'm continually forced to point out, you know very little. There are over one million samples encoded in the Omnitrix.
Ben Tennyson: A million?
Azmuth: And with the Omnitrix, you have the power to return to life any species that the Highbreed exterminates, including the Human Race.
Ben Tennyson: I will NOT let the Highbreed...
Azmuth: If you are destroyed with the Omnitrix, there is no hope. Not for humanity, nor for any race the Highbreed extinguish afterwards. The Omnitrix is Noah's Arc - and YOU are Noah. I cannot allow you to participate in the final battle.

Alan Albright: Yeah whatever. So, you wanna go a couple rounds?

Gwen Tennyson: I need a favor.
Cooper Daniels: (adoringly) Anything for you, Gwen.
Kevin Levin: (mockingly) You hear that, Gwen? "Anything."
Gwen Tennyson: Give him a break, Kevin. We're asking him to risk his life.
Cooper Daniels: Kevin's juvenile teasing doesn't bother me in the least. My adoration for you is far too pure and strong to... RISK MY LIFE?

Darkstar: Why would you trust ME?
Kevin Levin: I don't, but now that you're on Earth, if you don't help us, you won't survive either.

Ben Tennyson: Sorry, Azmuth, but I don't buy your argument. The Earth needs to be saved, and I'm going to do it!
Azmuth: I won't allow it.
Ben Tennyson: How could you stop me?
Azmuth: I'll take the Omnitrix from you!
Ben Tennyson: (poised to activate the Omnitrix) You'll try.
Azmuth: Very well. If you insist on this foolishness perhaps it is best if you have the full power of the Omnitrix. Access master control
Omntrix: Master control unlocked.
Ben Tennyson: Everything's unlocked! How may aliens can I turn into?
Omntrix: 1,000,903 genetic samples available.

Ben Tennyson: Okay, nothing fancy. We go in. We destroy the Hyperspace jumpgate. We capture any HighBreed we can find. That's it. One more thing: whatever we were before, today we're a team. We look out for each other. We win or lose - TOGETHER.

Cannonbolt: Cannonbolt!
Gwen Tennyson: Haven't seen HIM for a while.
Cannonbolt: What can I say? I'm feeling nostalgic.

Kevin Levin: Not a scratch. What's it made of?
Professor Paradox: Neturonium carbon alloy.
Kevin Levin: Dude, that was totally... What's the word?
Gwen Tennyson: Rhetorical.
Kevin Levin: Yeah. That.

Azmuth: No force on this planet could stand against even a single Highbreed warship. They will send hundreds.
Kevin Levin: Yeah, okay, we get it. We're hosed.

War of the Worlds Part Two [2.13][edit]

Gwen Tennyson: (attempting to awaken an unconscious Ben, who is on the ground, lying in the snow) Ben? Are you okay? Ben?
Kevin Levin: (comes over and hits\taps Ben gently on the face with the back of his hand) Wake up. We all know you need your beauty sleep but now's not a good time. (he and Gwen both take one of Ben's arms and help him up as he comes back to consciousness)

Gwen Tenynson: We're too late!
Ben Tennyson: It's never too late. New plan. [Ben looks up at his teammates and thinks] Working on it!
Kevin Levin: That's reassuring.
Ben Tennyson: I got it! We break into the Highbreed Command Center and force the head Highbreed to retreat.
Darkstar: That's your plan?
Ben Tennyson: Hey! How many times have I beaten you?
Darkstar: Twice. But at this moment I can't imagine how.

[In Kevin's car]

Ben Tennyson: When did you get all this stuff?
Kevin Levin: When didn't I? Everytime we found some alien tech, I tossed it in the truck and whenever I had free time-
Gwen Tennyson: ...You work on the car!
Kevin Levin: Yep.

[Kevin's car heads towards the truck]

Ben Tennyson: You're not gonna stop are you?
Kevin Levin: Nope. (smiles)
Ben Tennyson: And this is why we always wear our seat belts.
Kevin Levin: Nobody likes a backseat driver!

Gwen Tennyson: (running up the stairs) The Highbreed have starships and they haven't invented the elevator?

Highbreed Commander: Do not mock me, Tennyson. You can die quickly with the rest of your insignificant race or slowly at my hands.
Swampfire: OR, I was thinking, not at all. Call it off.
Highbreed Commander: Foolish children. Enough of this. Destroy the other two. Leave Ben 10 to me.

Highbreed Commander: So it ends. Just as your grandfather destroyed himself trying to defeat me, so you, too, will fall at my...
Swampfire: (reviving with resolve) I'm kind of mad now.

Gwen Tennyson: (enraged) I said...LEAVE HIM ALONE!!! (blasts Highbreed away)
Kevin Levin: (regaining consciousness) Ahh... Gwen! (comes to her and holds her)
Gwen Tennyson: (deep voice) So much power!
Kevin Levin: Gwen listen to gotta shut it down!
Gwen Tennyson: No! I think I can defeat the Highbreed, all by myself!
Kevin Levin: Your grandmother said that it will take at least seventy-five years to master all of that power!
Gwen Tennyson: We don't have seventy-five years!
Kevin Levin: You will lose your humanity. You won't remember Ben, or me. Ben will find another way.. Gwen.. You got to come back to me, Gwen. I can't lose you, okay?
Gwen Tennyson: (comes to her human form, opens her eyes) Ok. (smiles)
(Kevin smiles and the 2 passionately hug)

Manny Armstrong: One side, alien freaks! You're in my way!
Gwen Tennyson: Manny.
Manny Armstrong: Hey, Gwen.
Swampfire: Helen and Pierce? But, that means...
Grandpa Max: How's it going, kids?
(Swampfire reverts to Ben. Ben and Gwen run to Grandpa Max)
Ben Tennyson: Grandpa Max!
Manny Armstrong: And Max Force!
Grandpa Max: What did I say about calling us that?
Manny Armstrong: I think it sounds cool.

Ben Tennyson: Grandpa, can you hold the line here?
Grandpa Max: Keep them from retaking the Control Room? Consider it done. (Ben starts to leave)
Manny Armstrong: Where're YOU goin'?
Ben Tennyson: Just stepping out for a second. (walks out of a broken window)
Grandpa Max: Ben!

Ben Tennyson: If we don't make it, it's up to you guys.
Manny Armstrong: Forget that man. We'll see you when you get back.

Azmuth: Are you inferring that you're smarter than me, because your head is bigger?
Brainstorm: No. I'm implying that I'm smarter than you, because my brain is bigger.

Ben Tennyson: If I could just... reach the Omnitrix.
Azmuth: (exasperated) Why do you need to REACH it?!
Ben Tennyson: Oh. Right. Omnitrix: Humungousaur!

Highbreed Supreme Commander: I've read reports of your tenacity but, truly, your gall exceeds all description.
Humungousaur: Thanks. I want you to call off the attack on Earth.

Highbreed Supreme Commander: Enjoy the view. You're about to witness the end of all life in the universe.

Highbreed Supreme Commander: You are mongrels, inferior life-forms. You're very existence is an affront to our purity.
Azmuth: Can we dispense with these lies?
Highbreed Supreme Commander: You accuse me of dishonesty. Your race is the Galvin, correct? - a slightly more intelligent form of pond scum.
Azmuth: Don't be fooled by his posturing, Ben. They aren't attacking because of their supposed superiority. They're attacking because they're dying out. Their ridiculous belief in racial purity led to inbreeding, a loss of resistance to disease and, finally, sterility. This is the last generation of Highbreeds, is it not?
Highbreed Supreme Commander: You are correct, vermin, but we will not perish alone.

Azmuth: All is lost. They are far too powerful to fight.
Humungousaur: Why fight them when we can help them? Omnitrix, can you repair the genetic damage to the Highbreed? All of them?
Omnitrix: Genetic manipulation on that scale will require all available power. (after a moment) Genetic recombination sequence is ready.
Highbreed Supreme Commander: What are you doing?
(Humungousaur changes back into Ben)
Ben Tennyson: Wait for it.

Reinrassic III: Thank you for your help, Ben Ben Tennyson.

Kevin Levin: Welcome to the kennel club.

Gwen Tennyson: Grandpa, are you going back to the Null Void?
Grandpa Max: Nope. After watching Ben's recruits in action, I think they need some training from an old pro. You three sure don't need me any more.
Ben Tennyson: I'll always need you, Grandpa.
Grandpa Max: Come on, team, you're with me. Ooo, I'm going to need a bigger motorhome.

Kevin Levin: You like cars?
Gwen Tennyson: Not really. I like you, though.

Ben Tennyson: Oh, man, I don't recognize any of these guys. Oh, well. Here we go again. (activates the Omnitrix)

Season 3[edit]

Vengeance of Vilgax Part One [3.01][edit]

Vilgax: Where is he? Where is Ultimos?
Ultimos: Right here, Vilgax. (flies at him) And rest assured, you will pay dearly for your craven attack on my teammates. The Galactic Code of Conduct- (punches the Shield of Ziegel; Vilgax knees Ultimos, then slams him down)
Vilgax: The Galactic Code of Conduct says that a conqueror's challenge is between the greatest warrior of the attacking race, and the greatest warrior of the planet under attack. That's me...and you. Your teammates cheated, but that won't change the outcome.
Ultimos: I am the most powerful hero on this planet. I'll perish before I let it fall into your hands.
Vilgax: will. (blasts him with the Ruby Ray of Ulo)) I salute you. Few have withstood in assault from the Ruby Ray of Ulo.
Ultimos: (groaning) I... can't... let you... win.

[a commercial announces a "Sumo Slammers" movie]
Ben Tennyson: [In a girlish voice] AAAAAAAAARRRGGGHHH! [Covers mouth in embarressment]

Gwen Tennyson: This would be a lot easier if Ben was here... like he promised... an hour ago!
Kevin Levin: Guess that fancy watch of his doesn't keep good time.

Gwen Tennyson: Well, I'm really sorry to disturb you, Ben. I-it's just that you're late for our mission and the bad guy is kicking our butts, so if it's not too much trouble, hero up and get over here!
Ben Tennyson: Uh, sorry, Gwen. Guess I just forgot.
Gwen Tennyson: NOW!

Gwen Tennyson: Guys, focus! Bad guy on the loose!
Cannonbolt: It's not a problem, Gwen. Creeps like this... Um, what's your name?
Ssserpent: I am Ssserpent, the snake that walks like a man.
Cannonbolt: (repeatedly rolls over Ssserpent) Is it okay if I call you "Roadkill, the snake that only made it halfway across the street".
Ssserpent: Ughhh...
Cannonbolt: I'll take that as a "yes".

Manny Armstrong: Shotgun! I called it!
Helen Wheels: You're already riding shotgun. Why do you keep calling it over and over?
Manny Armstrong: Because it's fun to yell shotgun. Shotgun!

Psyphon: No power on this pitiful planet can breach my force field. All within may bear witness to the historic events about to unfold. The master comes. (lightning strikes and Vilgax appears)
Vilgax: People of Earth, I am Vilgax. Shortly you will know me as your master.
Psyphon: Pursuant to the Galactic Code of Conduct, Lord Vilgax challenges this planet's greatest protector to a trial by combat. To the victor - the Earth.

Vilgax: The Galactic Code of Conduct says that a Conqueror's Challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me... and you.

Helen Wheels: (to Cooper) How many times do I have to tell you? Watch out for the laser beams.

Manny Armstrong: Put me down!
Vilgax: Precisely my intention.

Psyphon: (after blowing up a street) If you distract me again, I shall not be so merciful.

Gwen Tennyson: I'm not kidding, Ben. I'm really mad at you!
Ben Tennyson: But you won't stay mad at me. I'm adorable.
Gwen Tennyson: You're completely full of yourself!
Ben Tennyson: Which is forgivable because I'm so adorable.
Gwen Tennyson: You were late for a mission. Kevin and I could've been killed!
Kevin Levin: And I don't think you're adorable, I think you're obnoxious. (Gwen and Ben look at him surprised) Obnoxious. That's what Gwen used to call me all the time. Am I using it right?
Gwen Tennyson: Couldn't have said it better myself.
Kevin Levin: You've been obnoxious ever since you-
Ben Tennyson: Saved the whole entire universe?
Kevin Levin: See, you're doing it again.
Gwen Tennyson: Obnoxious.
Ben Tennyson: After stopping the Highbreed invasion I think we deserve to enjoy our success.
Gwen Tennyson: Ugh.
Ben Tennyson: So lighten up. Have a smoothie on me.
Gwen Tennyson: Ok. Here's a smoothie on you. (pours her smoothie on Ben; Gwen and Kevin both laugh)
Ben Tennyson: I hope you like pineapple. (gets ready to pour his smoothie on Gwen)
Gwen Tennyson: (backing away) Come on Ben, this is a new shirt.

Grandpa Max: Bad news, Ben. Vilgax is back.
Ben Tennyson: You're kidding me. Last time I threw him into space.
Grandpa Max: I'm sure he remembers.

Grandpa Max: Vilgax has issued a conqueror's challenge to you.
Kevin Levin: Ben can't accept that!
Ben Tennyson: Sure I can. What is it?
Grandpa Max: The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds.

Ben Tennyson: [Referring to Max's team] Those are the rookies! We're the A-team! We defeated the Highbreed and-
Kevin and Gwen: [Annoyed] -Saved the whole entire universe!
Gwen Tennyson: We know!

Azmuth: It is only very recently that Ben has strayed from the hero's path.
Ben Tennyson: But I saved...
Azmuth: I know what you have achieved. That is the only reason that I allow you to keep the Omnitrix. My hope is that you'll grow into the role, but the full power cannot be entrusted to you. Do not tamper with the Omnitrix, Ben Tennyson. You are not ready.

Ben Tennyson: (looks at Kevin's equipment) What's that for?
Kevin Levin: You know your Omnitrix?
Ben Tennyson: Yeah?
Kevin Levin: We're gonna hack it.

Kevin Levin: I've been, uh, acquiring stuff we need to fix the Omnitrix for months.
Ben Tennyson: Years, if you count back to when you were trying to steal it from me.
Kevin Levin: (friendly warning) Let it go, Ben.

Gwen Tennyson: Are you sure you know what you're doing?
Kevin Levin: As much as ever.

Gwen Tennyson: (as Ben tries to hack the Omnitrix) Ben, uh, that doesn't look right. Turn it off!
Kevin Levin: Never mind that. It's overloading! Dump the watch!
Ben Tennyson: It'll take too long! Run for it! Both of you!

Azmuth: This is no time for jests, Ben Tennyson. My disappointment with you is great.
Kevin Levin: Yeah. The line starts over here.

Vengeance of Vilgax Part Two [3.02][edit]

Gwen Tennyson: (as 2 Omnitrix aliens walk away) Ben! Come back! Uh, both of you!
Ben Tennyson: (emerges from the rubble) What are you talking about? I'm right here. (spots a third Omnitrix alien as it flies away) ... and over there. Okay what's going on here?
Gwen Tennyson: That's what I was gonna say.

Kevin Levin: It's not working. It must be feedback from the watch like the last time.

Ben Tennyson: Gwen, look at this. It must have been the explosion. I'm missing Goop, Chromastone, Spidermonkey, and Way Big. How'd he manage to sneak away?

Azmuth: Ben Tennyson, I warned you of the consequences of tampering with the Omnitrix.
Ben Tennyson: I was just trying to...
Azmuth: defy my instructions. Well, you have succeeded! The escaped geno archetypes...
Ben Tennyson: The what?
Azmuth: Your transformations. They will perish if they aren't restored to the Omnitrix in twenty-four hours. And if they do, their powers will be lost to you forever!

Azmuth: You have disappointed me, Ben Tennyson. I shall not help you again.

Kevin Levin: Let me bring you up to speed, hero. Thanks to you, I can't turn back. I'm a monster.
Ben Tennyson: I'm sorry, Kevin. I didn't know. I was just kidding around.
Gwen Tennyson: (to Kevin) Stop saying that. You're not a monster! (touches Kevin's hand) Use your powers. Absorb my skin.
Kevin Levin: I'm trying. It doesn't work. I'm trapped like this forever.

Ben Tennyson: This is a job for... Humungousaur! (transforms into Murk Upchuck)
Upchuck: (sighs) Or Upchuck. Upchuck is good.

(Ben, Gwen and Kevin come upon Chromastone bashing away at an amusement park ride)
Gwen Tennyson: Without your guiding intelligence...
Ben Tennyson: Thank you!
Gwen Tennyson: ...such as it is, Chromastone's nothing but instinct.
Kevin Levin: What now?
Ben Tennyson: Um...Here Chromastone...good Chromastone! (whistles)
Kevin Levin: (sarcastically) Oh, yeah. There's your guiding intelligence in action.

Gwen Tennyson: Aren't you forgetting something?
Ben Tennyson: I don't think so.
Gwen Tennyson: Remember you were gonna do something in about... five hours.
Kevin Levin: Vilgax, dude!
Ben Tennyson: (nonchalantly) Right. Fight to death with Vilgax. No problem.

Gwen Tennyson: You sure Goop's down there?
Ben Tennyson: It's a sewer. Of course there's goop down there.
Gwen Tennyson: So not in the mood!

[Down in the sewer]
Ben Tennyson: Phew! Smells like a sewer down here!
Gwen Tennyson: I'm not kidding, Ben! No more sewer jokes!
Ben Tennyson: Smells like a plan to me. [Gwen hits him] OW! Hey, I wonder if there are any alligators down here.
Kevin Levin: Alligators?
Ben Tennyson: Yeah. I heard that people get baby alligators as pets, and flush them down the toilet. They grow gigantic in the sewers!
Kevin Levin: Maybe I should go up and guard the exit.
Ben Tennyson: Ooooohhhh! Big tough Kevin is scared of alligators!
Gwen Tennyson: There are no alligators. That's just an urban myth.
Kevin Levin: Yeah, and we're supposed to be an urban myth too. And anyway, you're scared of spiders.
Gwen Tennyson: [Frightened] Are there spiders down here?

Kevin Levin: Are you sorry you blew us up?
Swampfire: Her, maybe. You, not so much.

Psyphon: People of Earth, today's contest is being broadcast simultaneously on all information channels. Be forewarned - the Conqueror's Challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth, as is his legal right.
Jetray: And if Vilgax chickens out, I win, right? Will you have to work for me, after, because... I really hate mowing the lawn?

Vilgax: Ben 10, I've come to kill you and conquer your world. Is now a bad time? Are you ready to die, Ben?
Jetray: Can we skip the threats and get to the "fight" part? There's a Sumo Slammers marathon at eight, and I forgot to set the DVR. (Vilgax swings his sword at him) I'll take that as a "yes".

Diamondhead: Diamondhead! You're in trouble, Vilgax. I've had a lot of practice with this one.

Grandpa Max: By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world, and never attack it again. Do you acknowledge?
Vilgax: I do. But know this, Ben Tennyson. I will have my vengeance upon you.
Ben Tennyson: Sure thing. Get outta here.

Inferno [3.03][edit]

Ben Tennyson: I'm just saying we should hurry. Grandpa Max wants us to check out those things.
Kevin Levin: Another half hour. Less if I kick in the ramjets.
Ben Tennyson: You have ramjets?
Gwen Tennyson: No ramjets. Trying to sleep.

Ben Tennyson: The car won't fit. We'll have to go on foot.
Gwen Tennyson: There must be another way.
Kevin Levin: What are you? Claustrophobic?
Gwen Tennyson: I am so not claustrophobic! I just can't stand being in very tight enclosed spaces, okay! You got a problem with that?!
Ben Tennyson: I'll go first.

Ben Tennyson: Well, that's unnerving.
Kevin Levin: So? What's the big deal if they eat a few rocks?
Ben Tennyson: (concerned for Kevin and his stone arm) Looked in a mirror lately?

Ben Tennyson: (after Kevin uses his car's jets to land) Cool!
Kevin Levin: Yeah, but that can't be good for the suspension.

Grandpa Max: Those are Pyroxivores. I haven't seen one in years.
Kevin Levin: How come we've never heard of 'em?
Grandpa Max: Kid, there's lots of species here on Earth you won't find in any book. That's where fairy tales come from. Unicorns, Trolls, Pixies, they're all real.
Kevin Levin: Even Bigfoot?
Grandpa Max: [laughs] Don't be ridiculous. That's a guy in a suit!

Vulkanus: Who dares intrude on the lair of the... (sees Ben and the gang) Aw, not you again!

Kevin Levin: (speaking of the Pyroxivores) They tried to eat my hand.
Moldywarp: You shouldn't let 'em do that.

Ben Tennyson: (to his friends) Come on. We hammered these losers last time. (to Vulkanus) Is that all you got?
(2 huge machines move forward)
Gwen Tennyson: You had to ask.

Vulkanus: (dodges mana aiming for his head) Somebody do something about her!
Moldywarp: Haha! (tosses bombs at Vulkanus's henchmen)
Gwen Tennyson: Harsh...
Moldywarp: Ahah! I blows 'em up all the time! (tosses another bomb, explodes) I thinks they likes it!

Ben Tennyson: It's hero time, tin man! (Tries to transform, but the Omnitrix fails to activate) Maybe my watch is fast.

Ben Tennyson: Hero time! (Slaps the Omnitrix, but does not change) Humungousaur! (Tries again and fails to change) Humungousaur? (The Pyroxivors charge towards Ben; Starts slapping the Omnitrix repeatedly) Humungousaur, Humungousaur, Humungousaur!

Ben Tennyson: (gets up after being knocked down) Ugh! With you in a minute! (transforms into Brainstorm)
Brainstorm: Brainstorm? Bewildering.

Kevin Levin: (after Brainstorm saves him from the Pyroxivos) Those cow things bit me!
Brainstorm: Precisely why I chose to surround them with the metal rail. I observed that they only eat stone.
Kevin Levin: Lucky me.

Gwen Tennyson: Spidermonkey isn't strong enough to catch something that heavy.
Spidermonkey: No, but I know someone who is. (activates the Omnitrix)
Jetray: Humungousaur! (groans when he realizes that it's Jetray) Ugh! I really have to get that fixed.

Gwen Tennyson: Cloaking field gives me a headache.
Kevin Levin: Speeding tickets give me a headache.

Ben Tennyson: Dark.
Kevin Levin: No problem. [strikes match; reading] T...N...T... [Gwen realizes what Kevin just said, and blows out the match] What did you do that for? [strikes another match, but Ben blows the other match out] Cut it out!
Ben Tennyson: You cut it out! The room's filled with dynamite! You almost blew us up!
Kevin Levin: How was I supposed to know?
Ben Tennyson: [sarcastically] I don't know. Reading?

Vulkanus: And before you know it, I have all the comforts of home.
Kevin Levin: Wait, home? Where you come from, on a cool day it's 850 degrees.
Vulkanus: Uh huh.

(Kevin's car comes to a stop)
Ben Tennyson: Now what?
(the ground beneath them starts to give way)
Kevin Levin: You had to ask.

Fool's Gold [3.04][edit]

Ben Tennyson: Alien Spring Break!
Grandpa Max: Right...but this time one of the aliens has gone missing. I need you three to find him.

Kevin Levin: Hooligans. Heh, and from the looks of it...amateurs.

Mayor Coleman: Ya didn't see any aliens. It was swamp gas. (laughs)
Gwen Tennyson: Please.
Mayor Coleman: Mass hysteria? Weather balloons?
Kevin Levin: Save it. We're Plumbers.

Orb: My name is Orb. My mom and dad told me that if I ever got into any trouble on Earth, I should call Max Tennyson.
Gwen Tennyson: Good advice.

Orb: Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412.
Kevin Levin: Unstable radioactive poop?
Orb: Yes, so whatever you do, don't step in the uranium!

Ben Tennyson: Look at this place [noting the abandoned city]
Kevin Levin: Sure, these farmers must be rollin' in-
Gwen Tennyson: Kevin! [a little ticked]
Kevin Levin: I was gonna say dough.

Gwen Tennyson: Kevin, are you avoiding me?
Kevin Levin: Nah. I just love hanging out with your cousin.

Alien: I...have much popcorn...

(as the aliens cavort in a popcorn-filled swimming pool)
Kevin Levin: I've seen a lot of strange, messed up things. [wiping popcorn off his shoulder]
Ben Tennyson: How does this rank?
Kevin Levin: It's up there.
Ben Tennyson: I don't know. It seems pretty laid back for Spring Break.
(the aliens start smashing the windows of a greenhouse)
Kevin Levin: Laid back?
Ben Tennyson: Could be worse.
Alien: House-tipping! Everybody tip the house!
Ben Tennyson: Okay, is worse.

Kevin Levin: (hands Gwen a pendant) Here. This is from...
Gwen Tennyson: ...that day at the pier.
Kevin Levin: Wanted you to have something to remember me... the way I used to be.
Gwen Tennyson: Kevin, you know I don't care what you look like.
Kevin Levin: Maybe not, but I do.

Kevin Levin: Busted at Spring Break. Yeah, I've been there.

Mayor Coleman: Okay, you got us. Every 17 years we make some popcorn and shovel up the gold. Our entire economy is based on alien...
Kevin Levin: (cough) Poop.
Gwen Tennyson: Wrong on so many levels. (rolls her eyes)

Kevin Levin: See?! This is why everybody hates Politicians!

Orb: (about Decka) Don't hurt him! He's still my best friend!
Gwen Tennyson: We'll try.
Kevin Levin: She'll try. I'm not promising anything.

Orb: My people CAN'T eat meat or we revert into our primal form - a mindless monster.
Gwen Tennyson: Can we change him back?
Orb: Don't have to. He'll only stay in that form as long as he keeps eating.
Big Chill: So...good news.
Kevin Levin: (dubiously) Sure. Give us the rest of it.
Orb: The thing is, this form is only the beginning. He's going to consume all the meat he can find. Then when he's enriched enough fissionable material, he's going to reproduce.
Big Chill: Meaning...
Orb: He's going to split in a hundred identical copies. Then they'll go off and eat everything THEY can find.
Big Chill: How many times can he do that?
Orb: Ever wonder what happened to Mars? It used to be called "the Popcorn Planet."

Gwen Tennyson: Do you have any other ideas?
Orb: Yes. Evacuate the planet.

Ben Tennyson: (vomited up by Decka) That was different.

Kevin Levin: Got greedy huh? Decided to have your own personal Goldmaker? (laughs) Make... (chuckles) I'm funny.
Gwen Tennyson: I don't get it.
Kevin Levin: Like make a #2?

Gwen Tennyson: Are you hurt?
Kevin Levin: (sarcastically) No, I like being blown up.
(Gwen lets Kevin fall)

Simple [3.05][edit]

Ben Tennyson: There you guys are! I've been looking for ya all morning.
Gwen Tennyson: We know, we got the 50 messages you left.
Ben Tennyson: It wasn't 50!
Kevin Levin: It was 50 each.

Kevin Levin: Not that I'm even considering it, but how do you plan to stop a war?

Kevin Levin:I can't believe we're doing this! Everybody hates war, but nobody ever does anything about it.
Ben Tennyson: Maybe that's because there's never been anybody like me before.
Kevin Tennyson: [sarcastic] Oh right! The great Ben 10 is going to solve everything in one weekend.
Ben Tennyson: It's a three-day weekend!

Kevin Levin: Okay, I vote we turn around and head home. Gwen can still make karate practice and, as a bonus, I don't have to get shot at.
Ben Tennyson: Except we'd be throwing away a little girl's hope for a world without war.
Kevin Levin: Life is full of disappointments. What is she, five? Past time she learned.

Lodestar: (calling for Humongousaur but getting...) Lodestar! Oh, man. This is no time to shakedown a new guy.

Argit: Hey! Finders keepers. Let go of my- Kevin! Long time no see, you look different. Did you cut your hair?
Kevin Levin: ...No.

Gwen Tennyson: Nice little racket you've got here.
Kevin Levin: I can explain.
Gwen Tennyson: You're making money off other people's misery?
Kevin Levin: Okay, I don't have to explain.

Argit: (sadly, after a truce has been declared) It was the best scam I ever worked.
Kevin Levin: Don't worry. They'll be shooting at each other again in no time.
Argit: You're just saying that to make me feel better.

Red Leader: Say, did you call me an idiot?
Blue Leader: No! You're underqualified!

[Kevin is crying because he lost the money of his and Argit's scam]
Gwen Tennyson: Kevin, are you crying? Oh, you do have a heart!
Kevin Levin: [sobbing] Yeah, that's what poor people have instead of money.

Ben Tennyson: That's right, Ben 10, and I've come all this way to tell you that war just isn't cool.

Argit: Here you are, gentlemen, the finest blasters money can buy. (getting paid) Much appreciated, and death to the red guys.

Argit: Death to the blue guys, and have a nice day.

(Partnering up as arms dealers, Kevin catches Argit hoarding a little gold for himself)
Argit: Aw, come on! Cut me a little slack, will ya?
Kevin Levin: Why not? We're in a growth industry, aren't we?

Swampfire: Nobody's leaving this cave until you work out a peace treaty.
Red Leader: Impossible!
Blue Leader: That's what I told him!
(Swampfire chases them deeper into the cave with a fireball before reverting back to Ben)
Blue Leader: (coming back out with Red Leader) Uh...Ben 10?
Ben Tennyson: That was fast. Did you work out something?
Blue Leader: Uh, no. We just want to know when lunch is.
Ben Tennyson: There's not going to be any lunch... or dinner... not till you two come up with a peace treaty!
Red Leader: You can't do that! (Ben scowls) Eh... e-e-easy, Ben 10. Violence never accomplishes anything.

Probity: Dear Mr. Ben 10, I don't have a home now. I have to work double time at the factory, and it's all your fault. I finally found something I hate more than war - you!

Vreedle, Vreedle [3.06][edit]

Octagon Vreedle: What do I keep telling you, Boid, if we destroy it we won't get paid. And that would be...?
Rhomboid Vreedle: ...Bad?
Octagon Vreedle: That is correct.

Octagon Vreedle: We're the Vreedle brothers ma'am, providing quality service for all reposession needs throughout the galaxy. No questions asked.
Rhomboid Vreedle: Mmhmm, because we're what you call, "Uncurious".

Octagon Vreedle: Now, can you see how one might construe that there reaction of yours as a tad bit excessive, if not wholly unnecessary?
Rhomboid Vreedle: Oh, I'm just as sorry as I can be, Octagon. You know how much I like to blow stuff up good.

Ben Tennyson: [about the court order] Just a bunch of alien mumbo jumbo.
Kevin Levin: No, it's legit alright. [Ben looks at Kevin] What? I used to do alot of repo work back in the Null Void.

Kevin Levin: Repo boot - I know how to get 'em off.
Ben Tennyson: This does not surprise me. I'll stall them.

Octagon Vreedle: What do I keep telling you, Boid? If we destroy it, we won't get paid, and that would be...
Rhomboid Vreedle: (long pause) Bad.
Octagon Vreedle: That is correct.

Jetray: I'll wrap this up fast with Humungousaur. (activates Omnitrix)
Echo Echo: Echo Echo. Oh, man.

Julie Yamamoto: (to Ship) We're not going to let them take you.
Ben Tennyson: Somebody could use him as a weapon.
Gwen Tennyson: And you don't want Julie to lose her pet, either. Right, Ben?
Ben Tennyson: Oh. Sure. That, too.
Julie Yamamoto: (sarcastically) That sounded sincere.

Rhomboid Vreedle: Can I blow him up real good now, Octagon?
Octagon Vreedle: No, Boid. We needs him or we don't get paid. Just blow him up a little bit.

Ben Tennyson: This looks like that spaceship we borrowed from that guy on the moon that time.
Kevin Levin: Yeah...
Ben Tennyson: You told him you were gonna give it back!
Kevin Levin: And I will...eventually.

Octagon Vreedle: And now, if you will excuse us, we'll be moseying along, since there ain't nothing you can do to... (Gwen puts them in a forcefield) This is a predicament I did not anticipate.

[in the borrowed spaceship]
Ben Tennyson: What's this button for?
Kevin Levin: Did I not mention this' a rental?
Ben Tennyson: [Sees asteroids in front of them] Incoming!
Kevin Levin: [tries to dodge them] Now what you wanna do is- [Ben presses the button, the ship fires at the asteroids] That?

[At Bellwood, Mr. Smoothie]
Gwen Tennyson: Of course he does! You heard him. Ship's a powerful weapon.
[Back in the spaceship]
Ben Tennyson: What is it with her and that "dog" anyway?
Kevin Levin: You guys found it on your first date right?
Ben Tennyson: I don't think that has anything to do with it.
Kevin Levin: [smiles] Yeah? Keep thinking. You get better with practice
[Back at Bellwood, Mr Smoothie]
Gwen Tennyson: Kevin? [chuckles] Oh please! If it isn't about his car... excuse me, his "ride", or some alien tech, he's pretty much oblivious.
[Back in the spaceship]
Kevin Levin: Nah, Gwen's cool. On your left! [Ben destroys another asteroid]
Ben Tennyson: Complicated?
[Back at Bellwood, Mr. Smoothie]
[Back the spaceship]
Ben & Kevin: Girls!

[Gwen has blasted the Vreedles]
Octagon Vreedle: She has painfully set us on our backside, Boid.
Rhomboid Vreedle: Mmhmm, she most certainly needs aggressive blowin' up.

Octagon Vreedle: Now, I'm gonna ask again nicely: everyone back away from the glob! [Rhomboid backs away] Not you!

Kevin Levin: Okay, here's how it's gonna go down. I've got loads of experience in a courtroom setting.
Ben Tennyson: As a defendant.
Kevin Levin: So just follow my lead.
Ben Tennyson: Who's the hero here? Hello! Omnitrix bearer. They'll listen to me before they listen to criminal mastermind Kevin Levin.
Kevin Levin: Mastermind? [turns his face and smirks at Ben]

Judge Domstol: You do not eat children! Yes, they're delicious, but we have laws.

Kevin Levin: Keep thinkin'. You'll get better with practice.

Baz-El: Once the word spread about my property's participation in nothing less but saving the entire universe from eradication from the uncouth, foul smelling Highbreed-
Highbreed Bailiff: HEY! [Bangs the judge's desk] OBJECTION!

Judge Domstol ...And where is the property now?
Baz-El: The uh, Vreedle brothers are in the process of retrieving it for me, your honor.
Judge Domstol: The Vreedle brothers?! Who in their right mind would hire the Vreedle brothers to bring somebody back alive?!

Gwen Tennyson: Ugh! You okay in there Julie?!
Julie Yamamoto: Great, this is fun.
(Octagon throws disc at Gwen's mana shield, causing it to shrink)
Gwen Tennyson: (examines hands) Ugh! This is not good! (ruins behind Julie and Ship) You sure you don't want to shoot them?
Julie Yamamoto: Uh-huh.
Gwen Tennyson: Then we need a distraction. [Starts popping bubble wrap]
Octagon & Rhomboid: [distracted] Ooh...

Octagon Vreedle: (having popped the last bubble in a bubble wrap sheet) Such is the fleeting nature of all things.

Judge Domstol: Don't I know you, son?
Kevin Levin: Don't think so sir.
Judge Domstol: You're Kevin Levin! Didn't I tell you the next time I see you in my court room, I'd chuck you in the Null Void?!
Kevin Levin: I can explain!
Judge Domstol: That's what you always say!

Kevin Levin: Your honor. Baz-El basically hired a couple of dog catchers to take away a poor kid's dog. I mean, who does that?
Ben Tennyson: [Walks in front of Kevin] Let me handle this.
Kevin Levin: No! I'm handling it, we agreed!

Judge Domstol: Never in all my days-
Kevin Levin: We are so, so sorry, your honor. Your excellency, your-. Quick, Tennyson. W-what's another big word?

Judge Domstol: The court rules in favor of... [camera zooms in on Kevin, Ben and BaZ-El] Ben Tennyson!
Baz-El: What?
Kevin Levin: WHAT?!
Judge Domstol: There is no reason the wielder of the Omnitrix should have to bother himself with petty matters such as this.

Baz-El: Cease and desist! You are no longer in my employ.
Rhomboid Vreedle: Huh?
Kevin Levin: He's not gonna pay you.
Rhomboid Vreedle: Not! Gonna!! PAY US?!!! [blasts Baz-El]
Octagon Vreedle: [sighs] Remember what we talked about you overreacting? Well, one could consider this particular occasion also qualifying as such!!

Ben Tennyson Yeah, thanks. But you know it kinda feels like you're putting a lot of pressure on our relationship.
Kevin Levin: It's just a dog, Ben.

Julie Yamamoto: (to Ben) You went halfway across the galaxy just to save Ship, so I know you really do care about him, and me, but I won't make a big deal about it and embarrass you in front of your friends.
Kevin Levin: Too late.

Singlehanded [3.07][edit]

Sunder: Where's the Omnitrix?
Spidermonkey: Green watch thingy, hourglass symbol, turns you into all kinds of super powered aliens?
Sunder: Yes!
Spidermonkey: (sly voice) Never heard of it.

Ben Tennyson: Lots of luck getting it off my wrist.
Sunder: I'll worry about the details later.

Ben Tennyson: Okay, questions later. Right now, it's time to go... (prepares to activate Omnitrix, then notices his hand is gone) ...hero?

Ben Tennyson: Okay, this is weird, even for me.

Kevin Levin: Sorry, sorry. Okay. [sees Ben's hand move, starts laughing again]

Swampfire: (after his right hand gets bitten off) Dude, I'm already short one hand. (hand grows back; looks at his missing left hand) Why can't I do that with THIS one?

Kevin Levin: See that energy surge? Classic sign of dimensional displacement.
Julie Yamamoto: Which means?
Kevin Levin: Ben's fine! The rest of him's just somewhere else. Had the samething happen to me when I tried to use a Personal Refurbished Forcefield Belt, spend three hours with my nose in another dimension. Aren't you gonna ask me how I smelled?
Gwen Tennyson: Terrible. Just like your joke.
Kevin Levin: Relax! I got some stuff in here I can cludge into a retrieval beacon generator. Shouldn't take a second.
Gwen Tennyson: [sees Sunder] I don't think we have that long.

Gwen Tennyson: Kevin! Can you work a little faster?
Kevin Levin: I can help buy a little time! [left arm grows, charges at Sunder and punches him]
Kevin Levin: Not for long. And I can't build this thing and protect you ladies at the same time.
Gwen Tennyson: This "lady" can protect herself thank you very much!
Kevin Levin: But she needs a weapon.
Julie Yamamoto: I already have one. (shows Ben's cut off hand)
Kevin Levin: So you're saying you wanna hold Ben's hand. (laughs)
Gwen Tennyson: That's not funny.
Kevin Levin: Could come in handy.
Gwen Tennyson: [annoyed] You done?
Kevin Levin: Yeah, I'm out.

Julie Yamamoto: (tossing Ben's hand to Gwen) Keep away from the big ugly guy!
(Kevin looks up)
Gwen Tennyson: She meant the other one!

Gwen Tennyson: Quick! Turn into Humungousaur.
Kevin Levin: Are you crazy? Swampfire!
Gwen Tennyson: [Shields Julie and Kevin] Humungousaur!
Kevin Levin: Swampfire!
Gwen Tennyson: Humungousaur!
Kevin Levin: SWAMPFIRE!

Ben Tennyson: Mind telling me what's going on here?
Kevin Levin: Short answer, Energy Axe plus Omnitrix equals dimensional displacement. Which means your hand is probably wherever you just were.
Ben Tennyson: My hand is in the Null Void?!
Julie Yamamoto: How do we get it back?
Kevin Levin: Simple, all we have to do is reverse the polarity of the thing that displaced it in the first place.
Ben Tennyson: The axe?
Kevin Levin:I said it was simple, not easy.

Humungousaur: Bring it on, tiny. I could beat you with one hand tied behind another dimension. (Sunder cuts Humungousaur's weapon) Then again, maybe I could use a... hand.

Kevin Levin: Keep the beam fixed on Ben's arm.
Ben Tennyson: What are you doing?
Kevin Levin: This shot has to be just right.
Ben Tennyson: And if it's not?
Kevin Levin: Then bits of you gets scattered across multiple dimensions. Don't worry, I'm pretty sure I can do this.
Ben Tennyson: Pretty sure?

Sunder: (after fighting with Sunder, Julie is suddenly held hostage; to Gwen) Now, hand over the Omnitrix or I slice the girl in two.
Julie Yamamoto: Wait, me?
Gwen Tennyson: Alright, you win, you can have the Omnitrix, just let her go!
Sunder: The Omnitrix first...
Kevin Levin: (interrupting Gwen and Sunder) How about the Omnitrix never?! (activates the machine, Julie is released, Ben comes back, finds himself back on Earth, is extremely shocked, suddenly looks at Kevin) Told ya...
(Gwen and Julie both happy to see him, both give him a tight hug together)
Julie Yamamoto: Ben!
Gwen Tennyson: You're alright!
Sunder: The Omnitrix!
Ben Tennyson: Oh I'll give you the Omnitrix! (goes to slap the Omnitrix, sees that his hand is missing) Ah, not again!

Brainstorm: Sunder, I implore you, do not exact vengeance upon my veracity-impaired colleague. I hereby definitively, albeit reluctantly, relinquish all claims on said Omnitrix, and render it into your possession forthwith. (zaps Sunder with electricity) I believe the vernacular is "psyche".

Gwen Tennyson: Kevin, how much longer on that doohickey?
Kevin Levin: Soon!
Gwen Tennyson: Good thing. We're running out of garage.

Kevin Levin: Told you I could do it!
Gwen Tennyson: I did it.
Ben Tennyson: I'm the one who beat the bad guy... single-handed.

If All Else Fails [3.08][edit]

Gwen Tennyson: Having fun?
Kevin Levin: Pros of campouts? Fresh air, barbeque burgers. Cons of campouts? Your Grandpa Max's old plumber stories we've heard 10 times before.

Grandpa Max: So Devin Levin laid down some cover fire while I defused the bomb. (sighs) Have I told this story before?
Gwen Tennyson: Grandpa!
Kevin Levin: That's what's up!

Kevin Levin: [about Max' burgers] Squid? I thought those were hamburgers.
Ben Tennyson: [looks at it] That would explain the tentacles.

Kevin Levin: [recieves a hamburger] These are regular burgers, right?
Ben Tennyson: [looks at it] I see eyes and a beak in there.

Grandpa Max: That was the last of my ground squid too. I have some hamburger meat in the freezer, though. I guess we could eat that.
Kevin Levin: Well, if we're out of squid, what can we do?

Kevin Levin: [wakes up] I'll get the chow, last time Max made breakfast. We had scrambled eggs and eyeballs.

Kevin Levin: No dinner last night, no breakfast this morning. What are we, on a diet?

Kevin Levin: Usually I'm murder on house plants.

Kevin Levin: Lighten up, will you? The war's over.
Highbreed: Perhaps, but our defeat will bring you nothing but sorrow, vermin!

Kevin Levin: (after Ben is attacked) Nobody smacks him around but me!

Highbreed: You are doomed!
Swampfire: Don't think so. You're going to tell me how to stop that thing or I'm going to have to hurt you! (changes back into Ben; Ben groans)
Ben Tennyson: Figures. Stupid Omnitrix!

Grandpa Max: 5 of 91 seedlings present. Sufficient animal biomass for failsafe activation.
Highbreed: Excellent. Activating final stage.

[Gwen grabs Kevin and throws him into the weapon. He falls back out and looks at her reproachfully]
Gwen Tennyson: Just thought I'd try something.

Kevin Levin: We're not gonna just stand here and let the brussel sprout that walks like a man nuke us, are we?

Kevin Levin: Come on. We'll follow in my car.
Ben Tennyson: Forget the car. I've got a better idea. (selects Way Big, but becomes Humungousaur)
Humungousaur: Way Big... Aw, man! Humungousaur. I wonder if the Omnitrix is still under warranty.

Kevin Levin: We've tried going easy. And we've tried going hard. Now what?
Ben Tennyson: We don't know enough about that thing to stop it... But maybe there's someone who does! (starts running off) Slow it down. I'll be back as soon as I can. (activates the Omnitrix)
Jetray: Jetray!
Kevin Levin: Would be nice if he'd let us in on the plan once in a while.

Kevin Levin: You mean that thing has got an "on" switch but no "off?"
Gwen Tennyson: What good's a fail-safe if you could turn it off?

Kevin Levin: (as they're climbing up the exhaust) If you ever tell anybody about this...
Ben Tennyson: Trust me. It'll be our secret.
Kevin Levin: What do you think would happen if I lit a match?
Ben Tennyson: Don't!

Highbreed: Who are you?
Ben Tennyson: He is Reinrassic III, Seventh son of the Noble Highbreed House of Derazza, Direct descendant of the Pure Blooded High Order of Rarsect and personal friend of mine.
Reinrassic III: I am the Higbreed Supreme.
Highbreed: Impossible! You are impure! Look at your hand!
Reinrassic III: [Shows his hand, revealing an insigna] Yes, look at it!
Highbreed: You wear the Imperial Seal! [bows] My apologies, Highbreed Supreme.

Kevin Levin: [to Highbreed] Here to finish the job, huh?
Highbreed: As a matter of fact, insect, that is precisely why I am here.
Swampfire: We'll fight you!
Highbreed: You understand nothing. My orders were to destroy you, so I unleashed this weapon. Now my orders are to stop it, and so I shall.
Gwen Tennyson: This place is coming apart! If you stay here-
Highbreed: All the more reason for you to gather the other humans and leave this place. Go!

Reinrassic III: He was a soldier doing his duty. There is no higher honor for a Highbreed.

Gwen Tennyson: Just tell us... Are there any more Highbreed doomsday plans left on Earth we should know about?
Reinrassic III: Absolutely not! [pauses] Um, I will... check the records.

In Charm's Way [3.09][edit]

  • On the beach, Kevin bursts a kid's ball*

Ben: Nice, Kevin. What's next? Kicking puppies?

Kevin: This little outing was your idea. So just lay there and work on your Ben tan.

Goop: [melting one of Charmcaster's rock minions] Hey, Gwen! Check it out! Acid rock!

Kevin: *About Charmcaster's plan to take Gwen's powers* She probably won't come when I tell her that.

Charmcaster: Don't tell her that, you simpleton!

Kevin: Hey, give me a break. My mind's a blank.

Charmcaster: [about to get sucked into a portal] Help! [She grabs onto her rock minion's leg who hangs onto a pole] Don't let go, you brainless boob! You useless lump! [Her minion glares at her & lets go. They both get sucked into the portal.] YOU DID THAT ON PURPOSE!

Ghost Town [3.10][edit]

Kevin: Whatever. Scariest thing so far is how bored I'm getting.

Kevin: [While fighting a mole-like creature on a miniature-golf course] I don't like golf, but I'm a fan of Whack-a-Mole.

Kevin: This couldn't be a more obvious trap if there was a sign that read "free cookies"!
Ben: Probably... but I really like cookies.

Vilgax: [about Ghostfreak] He tried to possess me.
Ben: He always was the possessive type.

Ben: You are so leaving your evil cred.
Vilgax: Watch your tone, Ben Tennyson! If I didn't need your help...!
Ben: [smiles] There's the bad guy we all love to hate!

Vilgax: This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning...

Trade-Off [3.11][edit]

Darkstar: Do you like being trapped in your current hideous form?
Kevin: About as much as you like being a butt-ugly energy sucking vampire. No offense.
Darkstar: None taken.

Kevin: So where are we? Easter Island?
Darkstar: Actually Roponui is several hundred miles from here. This island has been submerged for centuries. A recent undersea upheaval brought it to the surface.
Kevin: Oh, so it's more like Groundhog Day island. [refers to the statues] Ugly suckers aren't they?

Darkstar: Can't you feel it? The Librium is transferring your excess power into me.
Kevin: It... hurts!
Darkstar: Nothing... worth having is gained... without effort!

[back at Ben's house]
Kevin: Hey, what can I say? I uh, wished upon a star last night and woke up this morning my gorgeous self.
Kevin: See? No transformation, no powers, no nothing.
Gwen: Really?
Kevin: What else matters?
Gwen: And that black eye you're sporting?
Kevin: Oh that? I was so excited to be human again that I uh, run smack into an open door.

Ben: Then I guess it's time for...[Tries to transform into Humongosaur, but becomes Big Chill] Big! Chill? Never get what I ask for, never!

Ben: Fastest way to track her is as Jetray! [Transforms into Echo-Echo] Echo-Echo!?
Kevin: That's getting old, Ben. Seriously.
Echo-Echo: Tell me about it!

Busy Box [3.12][edit]

Ben: Anything?
Kevin: Not yet. But the scanner detected level 20 alien technology somewhere near here.
Gwen: Level 20? But the only level 20 technology in the whole galaxy is-
Ben: The Omnitrix! Maybe you found a spare.
Kevin: Actually, whatever we're detecting is level 20+. The scale on this thing doesn't go any higher.
Ben: This is stupid, we've been driving around all night.
Gwen: Before we give up, pull over, I wanna try something. [They get out of the car] You know how my powers have trouble with technology? I'm thinking, maybe it works the other way around. [Makes ball of mana and throws it unto the ground making it spread throughout the area]
Ben: So if your mana hits something super high-tech- [sees large glow in the distance] ...that!

Gwen: Careful, Ben.
Kevin: Two words that contradict each other.
Gwen: You mean it's an oxymoron?
Kevin: Some kind of moron.

Kevin: I think we should get in the car. [Referring to the box transforming into a copy of Ben]
Ben: And run away?
Kevin: And run it over.
Ben copy: Run away.
Ben: Woah!
Ben copy: Woah!
Ben: What are you? Where did you come from?
Ben copy: What are you? Where did you come from?
Ben: Cut it out!
Ben copy: Cut it out!

Kevin: Huh, I bet people will put up some serious cash for a robot version of themself.

Kevin: What do you say we load this hansome devil into the car, take him home and see what makes him tick?
Kevin copy: What do you say we load this hansome devil into the car, take him home and see what makes him tick?
Kevin: Okay, that's getting a little annoying.
Kevin copy: Okay, that's getting a little annoying.
Kevin: Knock it off!
Kevin copy: Knock it off!

Ben: Okay, this is a job for... Humongousaur! [accidentally becomes Lodestar] Or Lodestar. He's good, too.

Kevin: What do you mean "wait"? That thing's determined to wreck my ride!
Ben: He sort of already wrecked it.
Gwen: She's.
Ben: Are we doing this again?

Gwen: What are you gonna do with it?
Rhomboid: Why, auction it off to the highest bidder.
Octagon: Not that our business is any of

Con of Rath [3.13][edit]

Rath: YOU WANNA FIGHT ME, KEVIN LEVIN?! [Throws Kevin at the wall] LET'S GO!!!
Gwen: Someone needs a time out! [puts a mana sphere over Rath's head]
Rath: [Tries to get the sphere off his head] TIME OUT?! IT'S TIME FOR YOU TO LEARN THAT NOBODY CAN BEAT ME AT-!!! Did I just use up all my air? [hangs his tongue out of his mouth and falls unconscious]
[Rath regains consciousness, Gwen and Kevin walk up to Rath]
Gwen: Ben, can you understand me?
Rath: 'Course I can, Gwen Tennyson!! You think I'm stupid?!!
Kevin: Yep, thick as a brick.
Rath: [stands up] YOU WANNA FIGHT?! YOU WANNA FIGHT?!! DAAAAAAAAGGGHHH!!! [attempts to attack, but cannot because Gwen has used her mana to restrain him]
Gwen: Not helping, Kevin. [turns back to Rath] Calm down, Ben! We need you to listen. You've become something callad an Appoplexian. We looked it up in the ALDB.
Rath: Huh?
Gwen: Alien Lifeform DataBase.
Kevin: Appoplexians are powerful, argumentative and extremely aggressive. They believe any problem can be solved by hitting it.
Rath: Not true! Sometimes you have to hit things a LOT!
Kevin: It also says they're not too bright. [crosses his arms. Rath growls at him] Dude, did you just growl at me?
Gwen: OK, Ben, I'm going to let you go, but you have to stay calm. Control your anger. No stomping! [lets Rath go]
Kevin: Maybe you wanna reboot the Omnitrix and get back to normal?
Rath: OK, but not 'cause you told me to!
Kevin: Nope. It was your idea.
Rath: OK. Here we go. Changing back. [slaps the Omnitrix symbol, but doesn't change back and the Omnitrix symbol makes a 'powering down' noise] Wha'? It's busted! [whacks the Omnitrix symbol repeatedly, but still doesn't change back] Come... OFF ME! [starts to pull at the Omnitrix symbol, obviously generating a lot of pain]
Gwen: Stop! Ben!
Rath: [still yanking at the Omnitrix symbol, eventually flings himself onto the ground. Gwen, Kevin and the Tiffin go over. Rath sits up, suprising the others] Anybody hungry?!

Gwen: [about Argit] He's a conman, who would sell his own mother for lunch money.
Kevin: I happen to know he got top dollar for his mom.

Rhomboid: [Sees Rath] Is that an Appoplexian?
Octagon: Yep, and they're even dumber and meaner than we are!

Rath: [After Octagon blows up his plate of food] LEMME TELL YA SOMETHIN', OCTAGON VREEDLE!!!! YOU'VE GONE TOO FAR!!! A MAN'S FOOD IS HIS CASTLE!!!
Octagon: [confused] I believe what you've done there is mixing what-ya-might-call-it,... methaphors!

Sang-Froid: Greetings, Earthlings. This is commander Sang-Froid.
Kevin: You're an Incursion.
Sang-Froid: Yeah, I am. Now, as you know, we Incursions love war. Can't get enough of this stuff. Its what we live for.
Gwen: Aha... And your point is...?
Sang-Froid: This peace-mission your on,... we're against it. So prepare to be boarded, then killed. Nothing personal.
Gwen: You're gonna need a Space Suit!
Rath: Whatever!

Rath: (to Vulkanus) C’mon, that’s a great deal! Considering every time we run up against you, WE KICK YOUR BUTT!!
Vulkanus: What... did you say?
Rath: I should have said SPANK your butt, since you’re just a little BABY IN THAT BIG, MECHANICAL SUIT!!!
Kevin: Er, Ben, I got this one.
Rath: I’m gonna call you BABYMAN, Babyman!

[Vulkanus orders his pickaxe minions to attack Rath, Gwen, and Kevin]
Kevin: Hey, I was negotiating!
Rath: No! THIS is negotiating! (bashes two Pickaxe aliens together)

[Rath, Gwen, & Kevin bring the Tiffin to a large temple where a huge, red Jarret is sitting on a throne]
Jarret: I am Jarret, King of the Pantophage.
Rath: [snatches the Tiffin's egg from Kevin] Let's get it over with. We brought you the Tiffin!
Jarret: And, I thank you for your trouble.
[He takes hold of the egg. The Tiffin squeaks sadly]
Rath: Sorry, little guy.
[He lets go of the egg. Jarret places the Tiffin on top of a yellow cake]
Jarret: There. Isn't that... lovely? [Quickly picks up the Tiffin and eats him, then rubs his stomach] Ah...
[Rath, Gwen and Kevin stare in disbelief and shock. Kevin faints]
Jarret: Ah, yes. I did.
Jarret: Yes, well, he was all at. Plus a rare delicacy. That's what a peace offering is, here on my planet.
Rath: Eating! BABIES! IS NOT! COOL!!!! [He jumps down Jarret's throat, wriggles around in his stomach, and bursts through Jarret's front teeth, holding the Tiffin. The Tiffin squeaks.] Yeah, I know. Same here.
Jarret: [feels the gap in his teeth with his tongue] How dare you! Certainly you realise that this means war!

[The Tiffin reunites with Sicily]:
Sicily: My son! Alive! It's a miracle!
Kevin: Glad to help. Now, about our fee-[Gwen elbows him]
Gwen: We're happy it all worked out.
Zaw-Veenul: As am I. On behalf of Luoda, let me to offer our sincere gratitude to you, for negotiating with the Pantophage, who otherwise would have-
Rath: [confronts him] Did you know Jarret was gonna eat the baby?!
Zaw-Veenul: Er, well, I wasn't sure exactly, but-
Rath: [Points his claw at Zaw-Veenul's face] Never! Talk to me! Again!! [Zaw-Veenul backs away as Rath retracts his claw]
Cecily: Thank you, Ben Tennyson. Thank you all!
[Rath turns back into Ben as Zaw-Veenul, Sicily, and the Tiffin leave]
Gwen: Ben, you're back!
Ben: Yeah! As soon as the Tiffin left, I went back to normal.
Gwen: That baby must have sent out some sort of interference that messed with the Omnitrix.
Kevin: Good guess.
Ben: You KNEW?!
Kevin: Well, I wasn't sure exactly, but...
Ben: [Angry] Kevin... Rath would like a word with you. [turns into Rath] LEMME TELL YA SOMETHIN', KEVIN E. LEVIN!
Kevin: [squeaks] Please don't.

Primus [3.14][edit]

Azmuth Rath: Let me tell you something, Vilgax, conquerer of ten worlds!! Azmuth will defeat you!! Azmuth will hunt you down even though you're standing right there!! You are no match for the awesomness of Azmuth!!!

Ben: Azmuth!
Kevin: Quick! Chew through our chains!
Azmuth: I am not a rodent!
Kevin: Coul'da fooled me...

Way Big: [grabs Vilgax's hand, whacking his face repeatedly with it] Stop punching yourself, stop punching yourself, stop punching yourself!
Kevin: Heh heh heh heh... Classic...

Time Heals [3.15][edit]

Paradox: There's an old saying; Time travel is only for immortals and fools. And I speak from experience.
Gwen: Professor Paradox?
Paradox: Hello, Gwen.
Gwen: What are you doing here?
Paradox: I'm about to warn you not to go through with this plan of yours. [Looks at his pocket watch] See, I just did. Now comes the part where you tell me...
Gwen: This spell can send me back in time! Back when Ben and Kevin tried to hack the Omnitrix!
Paradox: Yes, and you think if you can stop them there won't be any explosion and Kevin won't be transformed into a monster. And everything will be wonderfull again!
Gwen: Yes!
Paradox: No! Generally, 2 out of 3 isn't bad, but in this case... Trust me, Gwendolyn. Don't do this!
Gwen: But I haven't been able to cure Kevin with my magic. It's the only way.
Paradox: There's always another way. In fact, sometimes to do something, all you need to do is nothing.
Gwen: [starts crying] You're not making any sense.
Paradox: I'm often accused of that, but I'm the time walker and I'm generally quite well informed on these matters.
Gwen: I have to do this.
Paradox: I suppose you do. But mark my words, Gwen Tennyson. You are about to unleash forces that you can neither comprehend nor control. Toodle-oo.

Paradox: Has been quite a day, hasn't it?
Gwen: [startled] Would you stop doing that!
Paradox: Oh. Very well, of I go. [walks away]
Gwen: No! Please, don't go anywhere!
Paradox: Actually, in my case, it's less of a "where" than it is a "when".
Gwen: You know what happened here?
Paradox: You happened. When you went back in time, and kept Kevin from mutating.
Gwen: But that was the plan.
Paradox: And every plan has unintended consequenses. For instance, Hex and Charmcaster tried to take over the world, as is their want. You, Ben and Kevin swung into action, you were humanity's last line of defense. Only, there was a weak link.
Gwen: Me?
Paradox: Oh no, dear. Not you. Kevin. Because you went into the past and undid that explosion, you kept him from mutating. Ergo, the new kevin, or, eh, the old Kevin, lacked the powers that would have allowed him to stop Hex. And so, the bad guys won.
Gwen: I didn't know.
Paradox: I warned you that time travel is for immortals and fools. I'm the only immortal hereabouts. You do the math.

Gwen: I'll save you, Kevin! I promise.
Paradox: That's the sort of thing that got you in trouble in the first place.
Gwen: And Ben?
Paradox: He fought bravely, but eventually, they caught him too. Pity. After you died, he was the planet's last hope.
Gwen: No! Dead?! Me?!
Paradox: Yes! Dead! You! Why are we talking this way?

The Secret of Chromastone [3.15][edit]

Kevin: [on the road, Kevin driving fast as usual, suddenly sees a truck in front of him and horns] C'mon, C'mon, move it! [sees that the truck does not move] Oh! Is that how it's gonna be! [Kevin's car forms missile launchers to blast the truck off]
Gwen: Kevin!
Kevin: What?
Gwen: Anger management! Appropriate response!
Kevin: Yeah, ok, no missiles. We're goin' off-road! [takes the shortcut and manages to overtake the truck)]
Ben: [Gwen turns around as Ben coughs and then says in a weak voice while laying down on the backseat] I dont think I'm gonna make it...
Kevin: Hang in there, hero! We're almost there!
Gwen: Look! There it is!
Kevin: [reaches Mr.Smoothies] One mango blueberry with extra lemon stat.
Ben: [sits up and sneezes] ... Better make it a double.
Gwen: [Seeing that Ben is overacting, like he is going to die] Ok Ben, it's just a common cold.
Ben: There's nothing common about this cold, Gwen. It's epic. [blows his nose with his hand]
Gwen: (disgusted by Ben's act) You are completely disgusting Ben, use a tissue. [hands him a tissue]
Ben: I was gonna wipe my hand on my pants.
Gwen: I swear, Ben, you're gonna make all of us sick!
Kevin: (handing the prepared smoothie to Ben in the backseat) Here you go, Tennyson, the old Levin family cure.
Ben: Really? Smoothies?
Kevin: Nah, [pours a yellowish-brown color medicine in it] the smoothies's just so that you can gulp down the real cure. It's bitteroot.[as Ben takes a sip] They call it that because-
Ben: [makes a vomitting sound and his mouth get's stuck to the straw as he stops drinking]
Kevin: Anyway, its good for a cold. Drink up... [Ben mutters something which is not understandable] What?
Gwen: He says he can't, his lips are puckered shut.
Kevin: You can understand that? You should be a dentist!

Ben: [Talking about Vilgax] I'll handle him! [Attempts to turn into Way Big, but ends up as Humungousaur] WAY BIG! Oh man... Stupid Omnitrix. [Pulls a street lamp out of the ground] Get ready to rumble, Vilgax, 'cause Humungousaur is gonna...gonna...gonna...
Kevin: He's gonna blow! [dives out of the way while Tetrax runs for cover. Humungousaur sneezes out a pile of snot which lands on Kevin's car]
Gwen: Uggh, gesundheit!
Kevin: You are so washing that.

Vilgax: Any last words?
Sugilite: I must protect my people...have mercy!
Vilgax: Mercy? Never heard of it! [takes the crystal]

Kevin: [After Ben starts to show off after he brings the Petrosapiens back to life] We're never going to hear the end of this, are we?
Gwen: Nope, not ever.

Above and Beyond [3.17][edit]

Pierce: [while fighting Ben, gaining some time to speak to Ben] Ben, whatever's controlling you, you have to fight it!
Goop: [putting up an act] Help me, Pierce. I can't stop myself! You're my only hope!
Pierce: What can I do to help? [suddenly Goop throws some goo on Pierce's face]
Goop:[laughs] "What can I do to help?" You're pathetic!

Ben:[Transforms into Rath] RATH!
Manny: I always wanted a piece of you anyway.
Manny: That made no sense!
Rath: [Angry] ... I know!!!
Manny: Is that all you got? 'cause that was weak. [Continues fighting Rath, gets Rath in headlock] You're not so tough! I don't know why everyone's so scared of you!
Manny: So, is that "Sirius" like the star, or "serious" like important?
Rath: Like the star!
Manny: Just... wondering. [passes out]
Rath: So are you scared yet?!

Helen: Ben did this to you?
Manny: Lucky punch. Followed by a lucky hammer lock, lucky kick, another lucky punch...
Helen: I see.
Manny: Then it all starts to get a little fuzzy. But there were several more pieces of luck involved.

Ben: [trying to make himself warm] I can't believe you guys ejected me into space! [shivering] That's-that's just wrong!
Pierce: [shocked with the other's to see Ben alive] What's going on over here?
Max: Let me use the emergency thrusters to put us back into a safe orbit and then I'll explain.
Ben: This satellite isn't a storage facility. It's a training station.
Pierce: This was all just a test?
Max: The "Ben being out of control and attacking me" scenario was a test.
Ben: But not "the satellite about to crash into London" part. We really knocked this thing out of orbit.
Manny: Cool! [gets hit by Helen by her elbow] What?
Max: You put the safety of others ahead of your own lives.
Ben: Next stop, Plumber's Academy.
Alan: [shocked with the others, questioning Helen] Did he just say Plumber's Academy?
Helen: We're gonna be real Plumbers!
Max: Make me proud.

Vendetta [3.18][edit]

Kevin: [to Ragnarok] My name is Kevin Ethan Levin, you killed my father, prepare to die.

Gwen: [to Kevin] We tracked you with your Plumber's badge.
Kevin: I told you to stay out of this!
Gwen: Since when have we ever listened to you?

Ben: Hey! Who died and made you boss?
Kevin: If you got a problem with it, you!

Gwen: He's going through a lot, Ben. He idolizes his father and...[whispers] We have to find Ragnarok before Kevin does. I'm afraid of what he might do.
Ben: Kevin? Come on. He talks all tough, but he would never-
Kevin: Guys. Quick, come here! [Ben and Gwen run towards him] This way, I found him! [Points to what appears to be a small room]
Ben: We have to be ready for any- [Realizes Ragnarok isn't there.] Hey! What is this? [Kevin seals Ben and Gwen in an escape pod]
Gwen: It's an escape pod!
Ben: This isn't funny, Levin. Let us out!!
Kevin: Just remember, Tennyson, I asked you to stay out of this! [launches the escape pod]
Gwen: Oh, Kevin, what have you done?
Ben: There's got to be a way for us to get back.
Gwen: It's on auto pilot to Earth. No controls. No space suits. Kevin is on his own.
Ben: [angry] Just like he planned it.

The Final Battle: Part 1 [3.19][edit]

[Albedo has just finished constructing his Ultimatrix]
Albedo: I've done it, I've recreated the power of the Omnitrix! No, I've exceeded it! After all this time, I'm but one transformation from escaping this cursed Human form and returning to my own. [starts cycling throught he Ultimatrix' active list] There's no Galvan in the active list, and the other lists are locked! There's nothing here but Tennyson's aliens!
Vilgax: Trouble?
Albedo: An unexpected setback. My new Omnitrix is still linked to the original's database. Ben's Human DNA is still the default.
Vilgax: And you're still trapped.
Albedo: Only until I get my hands on the original Omnitrix. I can use it to reset this one. Then, I'm cured.
Vilgax: You say it as if taking the Omnitrix is a simple task. Admit it, Albedo, we need each other.
Albedo: No, I need the Omnitrix, and you want it. That's a bad basis for an alliance.
Vilgax: I don't want the Omnitrix anymore. I just want to kill Ben Tennyson! [Albedo smiles]

Ben: [about Kraab] You guys saved him?
Kevin: In my defense, Gwen made me.

Kevin: I don't watch a lot of television.
Ben: This isn't the best one to start with. It's not "Sumo Slammers Classic", it's "Sumo Slammers: Hero Generation".
Kevin: Yeah, I don't really care.
Ben: It's a sequel to the original show, but they kinda messed it up. It's like five years later and the bad guy, Kenko, has teamed up with the hero, Ishiyama. [Kevin moans] It's not very realistic, is all I'm saying.
Kevin: Aha...
Ben: Anyway, there's only five more of these before they cycle back to the original show. You'll see, it's way better.

Albedo: Greetings, Ben Tennyson. Since your grandfather managed to escape me, you must already know that I'm after you. But did you know that I have your friends?
Ben: Albedo, let them go, or-
Grandpa Max: Easy, Ben. He wants you angry.
Ben: Then today's his lucky day!

[Albedo transforms into Ultimate Humungousaur]
Albedo Ultimate Humungousaur: Meet... Ultimate Humungousaur!
Humungousaur: I've beaten much bigger guys that you before!
Albedo Ultimate Humungosaur: Really, when?
Humungousaur: For starters... how about now! [punches Albedo]

The Final Battle: Part 2 [3.20][edit]

Vilgax: It's going to be glorious, Albedo!
Albedo: Pardon me if I don't break into applause.
Vilgax: Of all the worlds I've conquered, this one will be the sweetest.
[Ben, Gwen, Grandpa Max and Kevin teleport onto the ship]
Grandpa Max: There's an old Earth expression about not counting your chickens before they're hatched.
Vilgax: The Tennyson family, and their pet juvenile delinquent.
Kevin: "Juvenile"? I'm gonna be eighteen a year from next Tuesday!
Gwen: Your birthday's next week and you didn't even tell me?
Kevin: It's no big deal.
Gwen: I don't have time to pick out a present!
Vilgax: I wouldn't worry about it, girl. None of you will live to see the day.
Ben: I think that's the longest I've been around you without hearing a death threat!

Ben: I'm going to let you go, but I'll be taking your Omnitrix.
Albedo: Ultimatrix.
Ben: Whatever. Do we have a deal?
Albedo: What's in it for me?
Ben: I don't have time for this. [Ben frees Albedo] Command Function Override Code 10.
Ultimatrix: Override accepted.
Ben: Hey! What do you know? It recognizes my voice.
Albedo: Wait! What are you doing?
Ben: Omnitrix Self-Destruct in 30 Seconds: Command code: 0, 0, 0, destruct, 0.
Ultimatrix: Destruct sequence completed and engaged. Detonation in T-30 seconds.
Albedo: You're bluffing.
Ben: [holds the destroyed Omnitrix] Ask Vilgax if I'm bluffing. [Albedo looks at the destroyed Omnitrix and gives the Ultimatrix to Ben, wo puts the Ultimatrix on his wrist] I like the old one better.
Albedo: Um...
Ben: Oh, Abort Self Destruct, Code 10.
Ultimatrix: Self-destruct sequence aborted.

[Vilgax punches Ben as Swampfire and sends him flying into a machine]
Vilgax: You're losing, Tennyson!
Swampfire: Maybe so, but the new rig comes with some extras. [Transforms into Ultimate Swampfire] Ultimate Swampfire!! [Vilgax charges at him, but he blasts Vilgax back] What're ya sayin', Vilgy? Round 2?

Vilgax: Fire's not so useful now that we're in my element!
Ultimate Swampfire: A sinking ship is your element? That explains sooo much.

Alien Swarm Movie[edit]

Elena: They're Plumbers.
Man: So they're gonna pay me by fixing my toilet?

Kevin: Who is that guy, Elena?
Elena: I don't know.
Big Chill: Well, let's find out.
[Big Chill gets rolled around and he blows ice at Victer Validus]
[Victer Validus jumps over the ice and shoots some microchips]

Kevin is drinking soda, it spills down his chin and onto a slice of pizza.
Ben: (to Gwen) I don't know what you see in him.

Kevin has just found the location of all the alien chips within a hundred-mile radius.
Gwen: Kevin, you did it! (kisses him on the cheek)
Kevin: The cheek? I find all the big bad alien chips, and all I get is a kiss on the cheek?

Kevin has just explained the purpose of a queen in a hive, much to the surprise of everyone else.
Ben looks at Gwen in confusion.
Gwen: The science channel.
Kevin looks pleased.

Ben: What? I'm small?!
[Suddenly, Ben transforms into Nanomech]
Kevin: What is that?
Gwen: He's turned into some kind of nanomechanical organism.
Nanomech: Nanomech. I like it.

[Nanomech is flying towards Validus]
Nanomech:Time to get small. *Shrinks to one inch tall* Even smaller.
[Nanomech shrinks to microscopic size and flys into Validus's nose]
Nanomech: Ugh, this is gross.
The Queen: Listen to my voice. You must obey.
Nanomech: Argh! Aargh!
The Queen: You're one of us now, Ben Tennyson.

[Gwen punches someone and holds her hand]
Gwen: Ow!

The Queen: You're different from these other drones. Stronger! Together, we can rule everything!
Nanomech: Sorry! I'm just not ready for a serious commitment.
The Queen: Then, you'll DIE! With the humans!

The Queen: You were a fool to transform into a drone. I can easily defeat a puny drone!
Nanomech: Well, I'm not just ANY drone! I'm half drone, half HUMAN! Drones can adapt... and humans never give up! (Electrocutes the Queen to death)

Victer Validus:Elena ???
[Nanomech is rolling on the floor]

Ben: What am I, chopped liver? I just saved the world again.
Kevin Don't look at me. I'm not giving you a hug. (Is hugging Gwen)
Elena: I'll hug you.
(they hug)
Ben I wouldn't hug me so tight if I were you. I flew through a lot of snot.
(Elena laughs, Gwen and Kevin make faces)

Ben 10: Alien Force: The Video Game[edit]

[Friends Giving Support]

  • Kevin: You're in a tough situation. Maybe you should just CHILL OUT.
  • Kevin: Stuck? Huh...! I thought you had this Omnitrix thing DOWN COLD!
  • Kevin: Why don't you just MONKEY around a while?
  • Kevin: If only you could change into a fast, red, alien form that could fly.

[Pick up Lines ]

  • Kevin: Kicking butt and taking names.
  • Kevin: Next time why don't you fight back?

[When playing as Kevin. When the player touches a solid object]

  • Kevin: You are what you touch...or at least I am.
  • Kevin: Try this on for size.
  • Kevin: Okay, now you're in trouble!

[as Big Chill]

  • Ben: Today's forecast...cold. With a chance of ice!
  • Ben: Is it me? Or did it get a little chilly? Oh, it is me.
  • Ben: Everybody freeze! I've always wanted to say that.

[as Spider Monkey]

  • Ben: Come into my parlor. *makes a monkey noise*
  • Ben: Don't you monkey with the monkey.

[As Swampfire]

  • Ben: Smell you later. *laughs*
  • Ben: Do your worst.
  • Ben: If you can't stand the heat, get out of the swamp.

[As Jetray]

  • Ben: May the best flying red alien win. Ha Ha

Knight-Mare On the Pier[edit]


  • Kevin: ...and that's just the beginning. After I upgraded that Kineceleran drive unit, I got a more than 50 percent increase in power. Yep...I bet this this car can give any car on the road a run for it's money.
  • Ben: And, yet it can't get us to the amusement pier before I'm bored to tears.
  • Kevin: I don't remember inviting you along. If you don't like the company, you can just slap that watch of yours and fly. ...or ooze, or whatever you want...I'm not stopping you.
  • Ben: Fine by me.
  • Kevin: Whoa! Wait! Not in the car!
  • Gwen: Ben, wait! Kevin--what is that? Your plumber's badge?
  • Kevin: No...but you're not far off. It's a tracking system. I installed it this last week. But it doesn't track Plumber's badges--it tracks an un-cataloged alien tech. Stuff that might be valuable. know. Valuable for research, in stuff. Yeah. Well. Whatever that is, it's powerful. And close!
  • Ben: I'd better check it out. You two go to the amusement pier. I'll meet you there.
  • Kevin: No need. Looks like whatever it is, it's not far from the pier. We can be there in no time.
  • Gwen: Yeah. Kevin and I can stay in the car and watch you on the tracker. We'll keep in touch and give you a heads up if anything comes your way.
  • Ben: Oh great...Forever Knights. And I bet they're after the same thing we are. We need to get down there. Fast!
  • Kevin: No problemo. Hang on!

[End of Level]

  • Kevin: Why don't you lead? We'll follow you. What? The shocks would be toast after a mile if I let that behemoth ride shotgun. I'm not wrecking my car for some alien I just met. He walked here, he can walk back.
  • Ben: Anybody tell you your priorities are a little out of whack?
  • Kevin: *retaliates* Anybody tell you that walking is good exercise?
  • Gwen: *retaliates* Anybody ever tell you that your constant arguing is getting old? Oh wait..that should be me. Every day.

Forest Medieval[edit]

[in the command room of a Plumber base]

  • Ben: Whoa, check it out.
  • Gwen: Cool!
  • Kevin: Yeah...nice place if you're a bat.
  • Gwen: This place is huge!
  • Fourarms: It was one of the Plumber bases in the area when it was active. This is just the main level. The structure extends deep into the caves below.
  • Ben: I could spend hours exploring this place!
  • Fourarms: Unfortunately, there is no time for that. I have been using this detector to locate the alien devices I've been sent to retrieve, and it has found another one. A Petropian focus array -- in a wooded area not far from here.
  • Gwen: That's Avalon Forest.
  • Kevin: Yeah. The Forever Knights have been using that place as a hideout for years.
  • Ben: [Smacks fist] No problem, I'll take care of it.
  • Kevin: I better go with you. I know the place really well. I brokered a deal in the forest a while back, and I know a thing or two with the security systems.
  • Kevin: Tennyson...I'm gonna head in the back way and scope out the place. I'll catch with you later.

[Avalon Forest]

  • Ben: Okay. Thanks for nothing.
  • Ben: Oh, don't you monkey with the monkey [makes monkey noise]

  • Kevin: We're in a hurry, so I'd usually say don't MONKEY around. But in this case...

Bombs Away[edit]

  • Ben: I thought your alien tech knowledge was limited to weapons and autoparts. What did you do? Brush up against a scientist and accidentally absorb his brain?
  • Kevin: Hey, it's not like you guys get to corner the market on geekiness. I know stuff too. Like...well, a lot of stuff.
  • Gwen: Gorvan, are you sure it's in the base?
  • Gorvan: Either inside or somewhere around the grounds, yes. And you need to hurry. I'm detecting lots of activity.
  • Ben: Alright, we're on it.
  • Gwen: Kevin, aren't you coming?
  • Kevin: Maybe we should stick to what we know. You go and fight the bad guys, and I'll just sit here and think about auto parts.

A Few Bad Eggs[edit]

  • Gorvan: While I was on my way back here, I believe I had a flash of brilliance.
  • Kevin: A legend in his own mind. *points*
  • Gwen: *hits Kevin*
  • Kevin: Ow!

Plumber Trouble[edit]

  • Ben: Where's Gorvan?
  • Kevin: Still hangin' with the bats downstairs, I guess.
  • Gwen: Yeah, and it's a good thing.

  • Gwen: I've been at this for hours, what did you type?
  • Ben: Flodderworms. Yeah. Grandpa Max considered them a delicacy.
  • Gwen: Especially live. Totally forgot about those things.
  • Ben: He never made you try them. Bleh!

  • Kevin: Friends? What friends? Oh, those friends. Right. Well, you must have loads to talk about, so! I'll just take off now.

[Mini boss; DNAlien Kevin]

  • Ben: Kevin? Where are you?
  • Kevin: Right behind you, Tennyson.
  • Ben: Oh no. Hey...Kevin. Don't worry, I can help you.
  • Kevin: I don't need your help! I've never felt better in my life. You know...I forgot how much fun it is to be the bad guy.

[Post fight]

  • Kevin: Uhhhhh...
  • Ben: Okay Kevin, let's try this again. That is SO not fun!
  • Kevin: head! What happened?
  • Ben: I found you in here. You were anti-social, angry, and a Xenocite stuck to you.
  • Kevin: And now I'm back to normal?!
  • Ben: Yep, no more Xenocite. Now you're just anti-social and angry.
  • Kevin: Nice. Well, while you've been messing around in here, Gorvan's getting away.
  • Ben: You're welcome.

Ben 10: Alien Force: Vilgax Attacks[edit]


  • Nobody messes with my planet!
  • [sarcastically] Ooh, I'm so scared.
  • [To Serena and Bellicus] We don't have time for your nonsense, you two! If you don't do what I say, the Omnitrix is going to be destroyed with YOU in it!
  • It's hero time!


  • And now, at long last, the earth will be mine!
  • Psyphon, power up the Null Void Projector!
  • Psyphon, go manage the ground battle!
  • Psyphon, take some backup with you!
  • And Psyphon, one more thing while you're down there. Bring me the head of Ben Tennyson!
  • Ah, why if it isn't Ben Tennyson, and his loyal lackies!
  • Psyphon, what are you doing?! Stop this at once!


  • Yes, Vilgax! Yes, Vilgax. Your magnificence! Your... your big and scariness.
  • Yes, sir!
  • [After crashing a spaceship] I meant to do that. You heard Vilgax! Spread out, find Ben Tennyson!
  • Earth as you know it will no longer exist. The new age of Vilgax... has begun!
  • Tut, tut, tut. Why do you even bother trying? You cannot win!
  • Surrender, Ben 10. And Vilgax may just spare your life.
  • Your days as a hero are over, Omnitrix-bearer!
  • You think you've won? He, he, he! Vilgax still reigns supreme!
  • Hmm, I wonder what happens when you blast unfiltered Null Void energy, directly at someone at close range? Kids, don't try this at home. I am a trained professional.
  • What the...?!

Giant Mr Smoothy[edit]

  • Ben 10, time for your just desserts!
  • Small, medium, OR LARGE?!
  • No free refills for you!
  • Want one scoop, or two?
  • [last words] Have a... nice... day.

Alien X[edit]

  • ALIEN X!
  • Motion denied! We will not be destroyed!
  • Seconded! Motion carried!

External Links[edit]

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