Ben 10: Alien Force (season 2)

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The following is a list of quotes from the second season Ben 10: Alien Force.

Darkstar Rising [2.01][edit]

[At some warehouse]
Kevin Levin: Ben, you sure this is the place?
Ben Tennyson: That's what the tip said.
Kevin Levin: Yeah, that's what worries me. You don't get tips; I get tips. You got no connections.
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.
Ben Tennyson: A lot of support there, Gwen. Thanks.

Kevin Levin: Forever Knights.
Gwen Tennyson: Up to no good as usual.
Ben Tennyson: Showtime! (turns into Chromastone)
Chromastone: Chromastone!
[the team burst in through the roof]
Chromastone: (talking to Forever Knights) All right nobody move. (Forever Knights ignoring him)
Kevin Levin: Hey did you guys hear us.
Gwen Tennyson: I don't think so. (sticks hand through a Forever Knight)
Chromastone: Holograms?
Magister Prior Gilhil: Good guess. (holograms disappear) (introduces himself) Magister Gilhil of the Plumbers. Magister Prior Gilhil. I'm the Commanding Officer of this entire quadrant. You're all under arrest for impersonating officers of the law! (shows Plumbers badge)
Ben Tennyson: (shocked) Under arrest for what?
Magister Prior Gilhil: Impersonating a Plumber. We're the only law enforcement organization recognized by all signatories of the Milky Way Treaty. That makes what you've done an interstellar-class felony.
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: Stay down son. (Kevin absorbs metal and punches Magister Gilhil) As much as I'd enjoy going a few more rounds with you, I don't have the time. (traps Kevin with magnetic lifter orbs)
Magister Prior Gilhil: (Ben is about to turn into Goop) Don't! (points weapon)
Gwen Tennyson: Do.
Goop: Gooooooop! (Goop holds Magister Gilhil) You wanna talk, let's talk.

[on the warehouse roof]
Kevin Levin: How come 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: What I know is that over the last couple of months I've gotten several reports of you kids passing yourselves us as Plumbers.
Gwen Tennyson: Our grandfather was a Plumber.
Magister Prior Gilhil: Max Tennyson; he was a good man, but that doesn't make you Plumbers. And you (looks at Kevin) - 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.
Magister Prior Gilhil: Look, the point is, there's a reason we shut down Plumber operations on earth five years ago. After Vilgax was destroyed...
Ben Tennyson: (interrupts Magister Gilhil) You mean after I destroyed him.
Magister Prior Gilhil: Credit do. But earth is a backwater level two planet. Without imminent threat, I can't allow Plumbers' resources to be wasted here. I've got over three-hundred inhabitant planets under my watch.
Ben Tennyson: Look, Magister -- can I call you "Magister"?
Gwen Tennyson: The other Plumber we met was Magister, too -- Magister Labrid.
Magister Prior Gilhil: "Magister" is a rank, not a name. You pretend to be Plumbers, but you know nothing about the job.
Gwen Tennyson: (yells) I never pretended to be anything!
Ben Tennyson: Aliens are attacking our planet. We're just fighting to keep it safe.
Magister Prior Gilhil: I've read a number of reports on your activities. There is no evidence of significant alien activity here.
Ben Tennyson: We've seen them! I wrecked one of their ships.

Magister Prior Gilhil: Ben you already wear the Omnitrix so you already have special dispensation. The Galvan have requested that you not be interfered within minor matters. (turns to Gwen) And the reports I've read have indicated that as you say, have never impersonated a Plumber. But you...
Kevin Levin: Yeah, what?
Magister Prior Gilhil: You've got a record. You've done time in the Null Void for a variety of crimes.
Gwen Tennyson: (referring to Kevin) He's changed.
Ben Tennyson: He did his time. He's been helping us.
Magister Prior Gilhil: He's been impersonating a Plumber. (walks over to Kevin) Give me the badge you stole!
Kevin Levin: Don't take my badge man, please.
Magister Prior Gilhil: Now. Or you're going back to the Null Void. (Kevin hands Magister Gilhil the badge) Thank you. (deactivates it) 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. (teleports away)
Ben Tennyson: Is that it? Is this the end?

[At My Smoothy]
Ben Tennyson Cheer up. Mr. Smoothy makes everything better. (hands Kevin his cup)
Kevin Levin: (tries it) Ugh, how does turnip and wheatgrass make anything better? (a little ticked)
Ben Tennyson: Well I like it! Besides, it's also got ginger in it.
Kevin Levin: Oh, ginger. That solves our problems (sarcastically)
Gwen Tennyson: Seriously Ben. Magister Gilhil pretty much just put us out of business. What are we gonna do?
Ben Tennyson: We're going to keep doing what we've been doing; find the aliens, fight the bad guys.
Gwen Tennyson: He said he'd put us in the Null Void.
Ben Tennyson: He also said Plumbers never come around here anymore. We'll worry about it when -- or should I say -- if he ever shows up again.
Kevin Levin: He took my badge!
Ben Tennyson: (mocks Kevin and changes voice) Badges? We don't need any stinking badges!
Kevin Levin: (angry) You think this is a joke?! (grabs and lifts Ben)
Gwen Tennyson: Kevin, let him go! (Kevin throws Ben onto the hood of his car)
Ben Tennyson: Dude!
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. I need my badge back, Ben. It's the only thing that matters. (drives off)

Highbreed: (The stranger barges in) Who are you? What insignificant alien spec dares to enter the command center of a Highbreed Lord? (The stranger remains silent) It doesn't matter. Dead men don't need names! (sends the stranger flying with one hit)
Stranger: (lifts giant piece of stone) Nice shot. You're just as strong as I heard. (Highbreed expands his wings, and the stranger hits him with the stone) That's it. Show me all of your power. (feeds on the Highbreed's power) Give me your strength.
Highbreed: (on the floor) What do you want from me?
Stranger: (looks down at him) I want to make a deal.

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)

Humungousaur: (grabs the Highbreed's arm) Hey ugly, why don't you pick someone your own size? (throws him)
Highbreed: (talking to the team) I wouldn't if I were you. (speaks in alien language and Magister Gilhil appears)
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 about some proof?
Highbreed: They attacked me for no reason. They said they were Plumbers.
Magister Prior Gilhil: I've heard enough. 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.
Stranger: 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)
Stranger: 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)
Stranger: 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.
Stranger: 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-- (blushes) Who -- who stole all his powers from those girls at his prep school?
Stranger: When you ruined my plan, you nearly destroyed me. But over the weeks, my powers 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?
Stranger: To the contrary. I need more power than they can supply. Michael Morningstar no longer exists. [He takes off his mask revealing his hideous face] Now, I am Darkstar.
Ben and Kevin: [in disgust] Eeuugghh!
Darkstar: You did this to me, and you will feed my hunger! (shoots his beams at the four and starts abosorbing their powers) I will take your strength and make it my own, until you have 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 could stop him!
Darkstar: Eventually, I'll have it all, anyway.
Gwen Tennyson: Michael! [Darkstar turns around] (disgusted) Ew. I swear you were better-looking when we used to go out.
Darkstar: Laugh while you can. I've got all the power of your teammates, plus the Highbreed and the Plumber. How can you possibly hope to defeat me alone?
Gwen Tennyson: Who said anything about alone? (an army of DNAliens appear) They're pretty mad about you kidnapping their boss. (The DNAliens start attacking Darkstar)

Darkstar: Too many to absorb!
Gwen Tennyson: And the bad news keeps on coming.

Humungousaur: Nighty-night! (lands on Darkstar and crushes him)

Gwen Tennyson: The Highbreed is gone.
Kevin Levin: The DNAliens must've sprung him while we were fighting. [Humungousaur lifts his foot off of Darkstar as he goes unconscious and changes to back Ben, who is about to pass out] You okay man?
Ben Tennyson: Tired...
Gwen Tennyson: (holds him) Sit down and catch your breath.
Magister Prior Gihil: Is he okay?
Ben Tennyson: (weakly) Everything spinning... going dim... need smoothie.
Gwen Tennyson: He's fine.

Kevin Levin: (referring to Darkstar) You sure that rig will hold him?
Magister Prior Gilhil: It's level six technology son. He isn't going anywhere but the Null Void.
Ben Tennyson: What about us?
Magister Prior Gilhil: I've been giving that some thought. You guys made a difference today.
Ben Tennyson: And?
Magister Prior Gilhil: Maybe I don't need to re-assign good men to this quadrant. Maybe they're already here. (referring to the team)
Kevin Levin: What's that mean?
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) 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. (teleports away)
Ben Tennyson: (Kevin starts walking) Hey where are you going?
Kevin Levin: (looks at his badge) I gotta tell my mom.

Alone Together [2.02][edit]

[In a warehouse]
Ben Tennyson: I got it covered. (turns into Echo Echo)
Echo Echo: Echo Echo! Going somewhere? (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! (gets sucked in along with Echo Echo)
Kevin Levin: Ben!

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.
Reinrassic III: That's right, I was. In fact I still am. (attacks Echo Echo and misses)

Echo Echo: (referring to giant worm-like alien) What was that thing?
Reinrassic III: A Dravek. Its kind is numerous on this planet.

Echo Echo: (ground shakes) Was that an earthquake? (giant worm-like alien appears) Whoa! Going to need back up. (on the jaws of the worm) Now. Let's try this again.

Echo Echo: Then we better get off this planet before anymore of them show up.
Reinrassic III: We?
Echo Echo: Yes we. 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: Um, how do we get off this, this um planet; whatever it's called.
Reinrassic III: We are on Turrawuste, a desert world; useful only as a teleporter-relay station.
Echo Echo: So how come we didn't beam into the teleporter.
Reinrassic III: The damage to the pod must've temporarily shifted the focusing axis.
Echo Echo: Can you fix it?
Reinrassic III: If we find the teleporter pod station on this planet, we won't need to fix it. (referring to Kevin's past mistake) Simply avoid hitting it with a rock while it's activated.

Echo Echo: (referring to teleporter pod station) Where is it?
Reinrassic III: Impossible to tell.
Echo Echo: Impossible for you maybe. (uses sonic waves to spot the station) That way. It'll take us a day or more to reach on foot. Let's go.

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. (Dravek makes the ground shake)
Ben Tennyson: We'll have to watch each other's backs. We don't want Draveks to get the drop on us. Or under us. You know what I mean.

Ben Tennyson: Phew! Hot enough for ya?
Reinrassic III: Yes.
Ben Tennyson: No, see, I wasn't really asking. It's just an expression. It means it is hot out.
Reinrassic III: It is obviously hot. I do not see the point of reiterating what we both already know.
Ben Tennyson: Makes me glad I didn't say, "It's not the heat, it's the humidity."
Reinrassic III: There is no humidity! It is in fact the heat!
Ben Tennyson: I know! I'm just trying to make conversation.

Reinrassic III: If I am forced to travel with you, then you must keep ten paces behind me at all times.
Ben Tennyson: But I'm the one who knows the way.
Reinrassic III: Ten paces.
Ben Tennyson: Fine, whatever. Just get moving.

Reinrassic III: (falls on the ground and Ben runs to help) Do not lay your hands on me, vile thing.
Ben Tennyson: Here, you can use it to keep the sun of your head. (throws Reinrassic his jacket)
Reinrassic III: I do not take charity from vermin. I merely require a moments rest. (dries up dramatically)
Ben Tennyson: Rest won't cut it. You're dehydrated already.

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. Ha, see what I did there?
Reinrassic III: I do not.
Big Chill: I made a little pun, see?

Big Chill: (talking about a puddle of water) 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: Now that the danger has passed. I can locate water myself. (searching for water in the ground)
Big Chill: Ugh, gross. (transforms back into Ben)
Reinrassic III: There is water below the sand, if one looks deeply enough. (finds water) There!
Ben Tennyson: I didn't know you Highbreeds were some kind of plants.
Reinrassic III: We are not some kind of anything. The Highbreed is the only kind.

Ben Tennyson: (referring to Dravek attack) Thanks for saving me back there... again. This is a huge thing: a sign of personal growth. Proof that underneath it all Highbreeds aren't so bad. That despite those terrible things you may have said before, you really do want to try to be friends with a human.

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.

Ben Tennyson: More Draveks underground?
Reinrassic III: (looks back at the thousands of critters) Worse.
Ben Tennyson: Come on, worse.
Reinrassic III: Dasypodidae!
Ben Tennyson: They're little. How can these guys possibly be worse than Draveks?

Swampfire: Swampfire! (starts torching the Dasypodidae) This will only take, a second. Did I say a second? Because I think maybe more like an hour!

Swampfire: (saves Reinrassic from a land slide) You're welcome.
Reinrassic III: How dare! You filthy, unhand me.
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: (warming hands over fire) Pull up a boulder. Sit down.
Reinrassic III: (suspiciously) So your inferno pit can deplete me of my strength. I think not.

Ben Tennyson: It's a campfire. It's a tradition. You sit around it, and you know, talk.
Reinrassic III: To you? For what conceivable purpose?

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?
Ben Tennyson: I'm just trying to be nice here. Find some common ground or something.

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: You can't really believe all that. Not after everything we've been through. Not after the way I've been helping you.
Reinrassic III: When you weren't trying to kill me.

Reinrassic III: You are tired human. I shall take the first watch.
Ben Tennyson: Oh no! I'm wide-awake. You get some sleep. I'll take the first watch. (Both of them rest)

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.

Reinrassic III: (after Ben repairs his hand) Why would you help me?
Ben Tennyson: Why would you help me? (referring to small alien-creature attack)
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.

Ben Tennyson: ('spots the teleporter pod station) There it is. Come on! (looks back at Reinrassic) Not the ten paces behind thing again.
Reinrassic III: Go home, Ben-Ben Tennyson. I shall remain here.
Ben Tennyson: Did you hit your head or something? There's the teleporter. We can finally get off of this sand trap of doom and get back to our lives.

Reinrassic III: I have spent too long with you Ben-Ben Tennyson. And have therefore myself become contaminated.
Ben Tennyson: Contaminated?
Reinrassic III: As clearly evidenced by my uncharacteristic behavior. Risking my own life to save you, a lonely human.
Ben Tennyson: Reiny, what you did was a good thing.
Reinrassic III: I have obviously become infected by your mongrel influence, and am now myself unclean.
Ben Tennyson: But even if I believed that was true, why stay here?
Reinrassic III: In self-imposed exile as it should be. For I can never return home, or anywhere. I could infect the rest of my kind. The only honorable choice is to remain here.
Ben Tennyson: No!
Reinrassic III: (proud of his race) Because all lesser beings other than pure unadulterated Highbreeds must be expunged from the universe... including myself.

Ben Tennyson: I thought I had gotten through to you. I thought you had changed.
Reinrassic III: This much is true. I have changed. And now, I must pay the price.

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?

Gwen Tennyson: (tracking Ben by a soda can) Tracking Ben like this feels weird Kevin.
Kevin Levin: Your idea. All I know is that there is a lot of alien com traffic and Tennyson's name keeps coming up.
Gwen Tennyson: Getting something. Make a left.

Gwen Tennyson: (looking at the torched Forever Knight castle) Wow...
Kevin Levin: Gwen, up there. (points to Jetray (Albedo))
Gwen Tennyson: Ben, hey! (Jetray (Albedo) flies away)

Forever Knight: (on the ground) Ben 10 has shown no mercy.
Gwen Tennyson: Well what did you do?
Forever Knight: Nothing. I swear on my order. He's ruined three of our castles in as many days.
Gwen Tennyson: (looking at Kevin) First I've heard of it.
Forever Knight: They say at court, that the cursed Ben 10 has even attacked a hive of... DNAliens.
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]
Julie Yamamoto: (with mouth full of fries) You get it Ben? The kid weighs 25 kilograms, 3 meters per second, 2 meters from the sudden merry-go-round.
Ben Tennyson: (brushes off crumbs from his hands) Julie wait. I better write this down.
Kevin Levin: Congratulations Tennyson, you're finally putting the Omnitrix to maximum use, you know, clandestine butt-kicking-wise.
Ben Tennyson: What are you talking about?
Gwen Tennyson: Nice try. We saw you as Jetray flying away from a battle.
Ben Tennyson: Look, I've been studying all week for a physics test tomorrow. It's my worst subject.
Gwen Tennyson: Maybe you're not really studying.
Julie Yamamoto: (talking to Gwen) Wait. Considering the aliens and weird transformations and stuff Ben deals with, there could be any number of explanations for what you saw.
Kevin Levin: You're saying you can vouch for his whereabouts?
Julie Yamamoto: No, I got here a few minutes ago. He studies and I come over to help him review. Not that he's actually acing the reviews.
Ben Tennyson: (insulted) I'm getting better.
Julie Yamamoto: (sarcastically) You're making a real effort.
Gwen Tennyson: (talking to Ben) With Grandpa Max gone, we've got to rely on each other. If you've got a secret, you should spill it.. now!
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 (points at Omnitrix) and zero Julie time (gestures to Julie). You do the math. (in a low voice) 'Cause 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) [to Julie] You said you didn't want any.
Julie Yamamoto: What? They're delicious.

[At Burger Shack]
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. (hands bag of chili fries to Albedo)
Albedo: (whiffing the bag) Ugh! All the same, I find myself craving the entire, putrid experience. It must be in the DNA.
Ben Tennyson: (after Albedo Ben walks away) Chili fries.
Cook: Careful kid, those double portions catch up on you. (pats his big round belly)
Ben Tennyson: (confused) Excuse me?
Cook: Friendly advice. Take it or don't. (hands Ben his bag of chili fries)

Gwen Tennyson: Here he comes. (Albedo comes out of Burger Shack)
Albedo: (burps) I sicken myself. (turns into Big Chill)
Kevin Levin: (Albedo turns into Big Chill and flies off) What the heck? ('follows Albedo Big Chill)
Ben Tennyson: (appears) Guys? Guuuys! (turns into Big Chill and chases Kevin and Gwen)

Gwen Tennyson: (talking to Albedo Big Chill) Ben? Are you feeling okay? You kind of took off without us back there.
Big Chill (Albedo): (grabs Gwen) You, you know of Ben? Where is Ben?
Kevin Levin: (pushes Albedo Big Chill) I knew you'd snap eventually! (smells Albedo Big Chill's breath) Phew, chili fries. (fans the air with his hand)
Big Chill (Albedo): Ugh, I agree.
Gwen Tennyson: Change back Ben; let's go home.
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 next 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. Remove your Omnitrix and return it.
Ben Tennyson: Wait Albedo, I thought this was the only Omnitrix in the universe. And anyway, a guy named Azmuth built it.
Albedo: Azmuth is a liar.
Ben Tennyson: But the DNAliens, the Highbreeed. I'm supposed to save the world with it.

Albedo: (talking about the Omnitrix) It is incomplete and prone to catastrophic malfunction.
Ben Tennyson: (taps the Omnitrix) Not lately.
Albedo: You have great luck, or by now you would've ripped a hole in the fabric of the universe.

Kevin Levin: (talking to Albedo) Well which is it? Do you want the watch to fix it, or to keep the universe from falling apart?
Albedo: Both!

Gwen Tennyson: (referring to Albedo) He could be a Highbreed trying to trick you out of it.
Ben Tennyson: Maybe. 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!
Albedo: (talking to Ben) You see, your DNA is encoded as the default in your Omnitrix. Mine synchronizes across space and time with yours. You have become my default as well.

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: It really does twitch when I lie.
Kevin Levin: Told ya.
Albedo: Very well, there are other ways to disarm you. (pushes Kevin and transforms into Jetray)
(Jetray (Albedo) grabs Ben)
Ben Tennyson: Oww! (transforms)
Humungousaur: Humungousaur!

Humungousaur: (Jetray (Albedo) shoots rays at him) Hey, that really stings!
Jetray (Albedo): You are not worthy to wear the Omnitrix.

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.

Gwen Tennyson: (in the Computers store) Too many machines. Not enough living things. I can't track Albedo in here.
Ben Tennyson: We'll split up and surround him.
Gwen Tennyson: How will we know which one is the real you?
Ben Tennyson: (Kevin draws an X on Ben's cheek) Hey!
Kevin Levin: We'll call you Ben X. (Ben rubs his cheek with saliva and gets rid of the X)

Albedo': Guys over here. I think I heard something.
Kevin Levin: (referring to Ben) Didn't you go the other way?
Albedo: Yeah. Oh man, I should not have erased Kevin's mark.
Ben Tennyson: (appears and yells) Hit the deck! (Albedo shoots Gwen and Kevin with packing foam)
Kevin Levin: (struggling to break loose) This reeks. He got us with packing foam. No leverage.
Gwen Tennyson: Push!
Ben Tennyson: Look Albedo, you're not getting my Omnitrix.
Albedo: I have all of your powers and a superior intellect. Surrender if you value your life.
Ben Tennyson: Cause that would be so much smarter. (turns into Goop)

Kevin Levin: (Gwen cutting the packing foam with magic beams) Ow hot!
Gwen Tennyson: Sorry.

Chromastone: (charges to Albedo) 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: (after the Omnitrix's fuse) What's going on?
Albedo: Their proximity is creating a bio-energy feedback. (Albedo Ben's jacket, shirt, eye and hair color change)
Kevin Levin: No confusing those two now.
Albedo: You have damaged this form. You will pay.
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.
Kevin Levin: Great, now we're all trapped.

Albedo: He's here.
Gwen Tennyson: Who's here?
Albedo: Azmuth.
Azmuth: You bet he is. Azmuth of the Galvan; the true genius behind the Omnitrix. You've overloaded the thing so badly I cound sense it half-a-galaxy away. Those non-stop transformations are going to break it.
Ben Tennyson: I was just…
Azmuth: (interrupts) Save it, I know. Albedo my former assistant built an inferior copy. I warned you that there could only be one Omnitrix. You ignored me.
Kevin Levin: (referring to Albedo) Someone's in trouble.
Albedo: I will not trust the universe's fate to an unworthy human. If my Omnitrix cannot function, I will have his!
Azmuth: I told you the Omnitrix is beyond you. You could have doomed us all!
Ben Tennyson: So the universe really was at stake?
Azmuth: If you would've lost the Omnitrix, yes. Albedo only wanted it to restore his original form.
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: (shocked) No, you can't!
Azmuth: I have.
Albedo: I hate you! (teleported away)
Azmuth: He won't bother you again. You're on your own from here.
Ben Tennyson: I still have a few questions. Like what's the watch really for, and how many aliens can I... (interrupted)
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.
Kevin Levin: Now you're just teasing.
Azmuth: There are difficult trials ahead. Be ready. (teleports away)
Gwen Tennyson: First trial is your physics test in about three hours.
(scene changes to classroom at Ben's school)
Ben Tennyson: (nervous) Oh man. (Julie receives an A on the test and Ben receives a C+)

(At Mr Smoothy)
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 smoothie)

(Albedo remains locked in a cell somewhere in space)
Albedo: Why bother with a cell? This human body is prison enough.
(A slot on his door opens and a green rod made of alien food is pushed in)
Guard: Dinner.
Albedo: But some day I will be free, then they will all suffer, starting with Ben Tennyson, until that day... (throws his food against the wall) BRING ME CHILI FRIES!!!

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: (cuts 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: Where have you been?
Ben Tennyson: Want a pickle?
Kevin Levin: No.
Ben Tennyson: More for me.
Kevin Levin: Will you forget about the pickle? We got a major problem.

Ben Tennyson: (finds a metal piece in his mouth) Where did this come from?

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.

Ben Tennyson: There. Don't you look dapper?

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.

Passenger: (terrified) Slow down.
Driver: (continuously pressing brakes) I can't! The brakes don't work.
Passenger: (screams) Aaaaaaaaaaahhhh!
Driver: (yells out) You're making me nervous. Stop screaming!
Passenger: You're screaming, why can't I scream?
Driver: Fine. You wanna drive?

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)

Kevin Levin: (admiring himself in the mirror) Wanna dance?

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: Maggot goo all over my tux!

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: This is a very bad idea. I mean we don't even know how to work a teleporter pad. 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: Everyone alright?
Kevin Levin: Forget that! What about the teleporter pad?!
Gwen Tennyson: Deep down, he's really glad we're okay.
Kevin Levin: It’s totally trashed.
Ben Tennyson: At least we don't have to worry about any "banana-fly" monsters. (Gwen glares at Ben) I’m just saying.
Kevin Levin: I know a kid, might be able to fix it.
Gwen Tennyson: Fix alien tech?
Kevin Levin: He's a total super genius with any kind of machinery. Doesn't matter if it's human or alien. I’ll bring Cooper over from his lab.
Ben Tennyson: Cooper? Pasty kid?
Gwen Tennyson: Blonde? Bad haircut?
Ben Tennyson: Had a big crush on Gwen? (Gwen angrily nudges him) Ow!
Kevin Levin: Sounds like the same guy. But, uh, who wouldn't have a crush on you?
Ben Tennyson: He helped us out once back when we were kids. You should've told us you knew him.
Kevin Levin: Didn't exactly come up.
Ben Tennyson: You didn't think a kid with the ability to manipulate alien tech would have been helpful against the DNAliens?
Kevin Levin: It's possible I know two or three people I haven't told you about, Ben. Anyway, if you're so smart, why didn't you think of him before?
Ben Tennyson: Okay, that's a fair point. Let's go.

[At Cooper's house]
Kevin Levin: So Gwen, excited to see your ex?
Gwen Tennyson: Zip it. (to Ben) You just had to mention the crush?
Ben Tennyson: Probably not.
Gwen Tennyson: Why break in? Couldn’t we have just left a message with Cooper’s folks?
Kevin Levin: Because Coop never leaves his lab -- never. Something’s seriously wrong.
Ben Tennyson: He probably just went our for a... (Kevin flips on the light switch) smoothie.
Gwen Tennyson: Wow, (picks up a dirty shirt) he really never leaves the lab.
Kevin Levin: Look for signs of a struggle.
Ben Tennyson: This whole place looks like a struggle.
Cooper Daniels: (on recorded video message) If anyone finds this recording... (DNAliens break in his lab and chase him around; A DNAlien shots slime on his shoe and they grab hold of and take him away) No! No! (video recording ends)
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 words...you're attracted to him.
Gwen Tennyson: Can we just go?

[The team follow Cooper's tracking trail which they arrive at Los Soledad]
Ben Tennyson: Los Soledad? Cooper’s trail led us here?
Kevin Levin: Deserted. At least last time we were here there was a monster to fight.
Gwen Tennyson: I don't get it. I did everything right.
Kevin Levin: Well, love is blind. And apparently, it screws up your powers, too.
Gwen Tennyson: My powers are not screwed up. My instincts are telling me Cooper's definitely nearby.
Ben Tennyson: Sorry, Gwen, but there's nothing here except... (walks into a cloaking field)
Gwen Tennyson: Ben!
Kevin Levin: Tennyson, where --
Ben Tennyson: (pops his head out of the field) You have GOT, to see, THIS. (Gwen and Kevin follow him in) It's DNAlien day camp.
Kevin Levin: Three of those weather-control towers -- this cannot be good.
Gwen Tennyson: And whatever it is, Cooper's right in the middle of it.

Kevin Levin: Why don't we yell out: "Hey Cooper"?
Ben Tennyson: And have 4,000 DNAliens crawling up our butts? Good plan.
Gwen Tennyson: In here.
Kevin Levin: And if there's 4,000 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: [panting] I, gotta... rest.
Kevin Levin: Ever think about getting a treadmill?
Ben Tennyson: We can't stay long. We've got to get outside the shield before they realize Cooper's missing.
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.

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

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

Kevin Levin: Should have parked closer to town.

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]

Sandra Tennyson: (referring to Ben) He's such a good boy.
Carl Tennyson: Ben Tennyson is NOT a good boy. He's a GREAT boy! I don't know if it's bad karma to pat ourselves on the back, Sandra, but we've done a pretty good job as parents.

Kevin Levin: Oh man!
Ben Tennyson: What?
Kevin Levin: [laughs] That Highbreed gave you a black eye. I like him better already.
Gwen Tennyson: Are you all right?
Ben Tennyson: I'm fine. I just want to know where the Highbreed went and what he's up to.
Gwen Tennyson: That way.
Ben Tennyson: The waterfront.
Gwen Tennyson: And he looked like a man on a mission.
Ben Tennyson: We'll meet at the wharf after dinner and homework.
Kevin Levin: Should I floss too?
Gwen Tennyson: Your parents are gonna freak out when they see that eye. How are you gonna explain it?
Ben Tennyson: Not to worry. My folks believe anything I tell them. I got this covered.

[Tennyson family Residence; Ben walks in]
Ben Tennyson: I'm home! What's for dinner? (he sees his parents looking at him) Sup?
Sandra Tennyson: [sternly] Where have you been, young man?
Ben Tennyson: I was at the movies, with Julie. I know I should have told you. Sorry, I--
Sandra Tennyson: (notices Ben's black eye and gasps) Carl, look at his eye!
Carl Tennyson: That's quite a shiner.
Sandra Tennyson: If that was another three inches higher, you could have put your eye out!
Ben Tennyson: Fine. I admit it. I got in a l-little fight. It's no big deal. There was this jerk at school, and...
Carl Tennyson: Ben, are you sure it was a kid at school and not a giant alien creature?
[Ben has a shocked expression]
Sandra Tennyson: I can't believe it. You look us straight in the eye and lie to us over and over again.
Carl Tennyson: We saw you, Ben. We saw you turn into that thing!
Ben Tennyson: No. You just think you saw. (Carl grabs his left arm and points to the Omnitrix) I can explain.
Sandra Tennyson: Really?
Ben Tennyson: N-not so much, no. (He talks to his parents on the sofa moments later) ...Which allows me to access the genetic code of various extraterrestrial forms in order to battle the DNAliens, who will stop at nothing in their quest to take over the Earth!
Carl Tennyson: And this became your job when, exactly?
Ben Tennyson: Five years ago. Grandpa Max said we each have a responsibility to --
Carl Tennyson: Oh, of course! Dad. I should have known. That's so typical!
Ben Tennyson: He was more than just a Plumber. He --
Carl Tennyson: ...lied to us! 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!
Ben Tennyson: Not needlessly, Mom. It has to be me. The Omnitrix is attatched to me, it doesn't come off.
Carl Tennyson: Oh, it's coming off, all right. [Little later, he uses some tools to try and get the Omnitrix off of Ben's arm and eventually gives up] Okay, it's not coming off.
Ben Tennyson: I tried to tell you.
Carl Tennyson: Not a scratch!
Ben Tennyson: Sorry about your saw blades.
Carl Tennyson: In any case, you're forbidden from using the Omnitrix. Understand?
Ben Tennyson: But, dad, (his cellphone starts ringing vibratingly in his pocket) all humanity is counting --
Carl Tennyson: (opens the door) Understand? (leaves and slams the door closed)
Ben Tennyson: (takes his phone out his pocket and answers) This is not a good time, okay?

[Tennyson family Residence]
Ben Tennyson: Yeah?
Kevin Levin: Uh, hate to bother you, but we got a problem.
Ben Tennyson: You've got problems? My parents found out about the Omnitrix. I'm not allowed to use it.
Kevin Levin: Folks mad at you, huh? Sounds rough. By the way, we're getting it handed to us by the DNAliens!
Ben Tennyson: Okay. I'm coming. (leaves his room and enters the living room; his parents are reading newspapers) I've got to go help Gwen with an after-school project.
Sandra Tennyson: And it's homework?
Ben Tennyson: Yeah. I promised.
Sandra Tennyson: Okay. Since you promised. (Ben leaves) But back by 10:00.
(Ben runs to the side of the house, activates the Omnitrix, and transforms into Echo Echo)
Echo Echo: Echo Echo!
(A flashlight turns on; Ben as Echo Echo sees he's caught by his parents)
Echo Echo: Oh, man!
Sandra Tennyson: Do you really think we're that gullible? We were teenagers once, too, you know.
Carl Tennyson: I really don't know what to say.
Sandra Tennyson: Well, I do. Benjamin Tennyson, you are grounded!
Echo Echo: What?! You can't ground me. I'm a super-powered alien!
Sandra Tennyson: You're a super-powered alien who's about five minutes from forcing me to reconsider a lifelong disbelief in corporal punishment.
Carl Tennyson: Up the stairs, young man!
(Ben as Echo Echo mumbles as he goes straight to his room)
Sandra Tennyson: Do we even have a paddle of some sort?
Carl Tennyson: I have my hemp belt.

Sandra Tennyson: (takes Ben’s phone out of his hands) Who is this?
Gwen Tennyson: Lately, it seems like Ben’s just phoning it in.
(Sandra drops Ben’s cellphone in her purse)
Ben Tennyson: That's my phone!
Carl Tennyson: A cellphone is a privilege, not a right. You'll get it back when you've proven we can trust you.
Sandra Tennyson: Ben, are you hanging out with a bad crowd?
Ben Tennyson: What?! No!
Carl Tennyson: Are they telling you it's "cool" to sneak out, turn into aliens, lie to your parents?
Sandra Tennyson: I want to know who this bad influence is. Their parents need to know what's going on. Who?
Ben Tennyson: It's a sacred trust. I cannot divulge that information. Never, never, never!

Ben Tennyson: (answering the phone) Hello?
Gwen Tennyson: You ratted me out?!
Ben Tennyson: I can explain!
Gwen Tennyson: What's to explain? My parents read me the riot act when I got home last night. [imitating her father] "How dare you help Ben deceive your aunt and uncle, young lady?" Why did you tell them? You've gone nose to nose with Vilgax without even blinking!
Ben Tennyson: Vilgax never gave me the "mom look." Sorry.
Gwen Tennyson: You're sorry and I'm grounded. Stuck here in the house instead of finding out what the Highbreed wants with that freighter.
Ben Tennyson: Don't worry. Kevin's on it. He's going to check it out tonight.
Gwen Tennyson: Wha-- you sent Kevin?
Ben Tennyson: Okay I've got to go.

[Tennyson family Residence, dining room; Ben and his parents are eating dinner at the table and the phone starts ringing]
Ben Tennyson: (gets up from the table and answers) Hello? Tennyson Residence. This isn't a good time, Kevin.
Kevin Levin: You're telling me. I'm up to my nose in smelly goo, trapped in a vat, and DNAliens are coming!
Ben Tennyson: (looks at his parents staring at him as they hear Kevin's voice and waves at them) I'm conferencing Gwen in.
Gwen Tennyson: (answers the phone) Hello?
Kevin Levin: I can't get a grip on the wall. Uh-oh. Company.
Gwen Tennyson: Kevin? Is that you?
Ben Tennyson: Absorb something and bust out of the tank.
Kevin Levin: Absorb what? Stink?
Ben Tennyson: What's your phone made of?
Kevin Levin: Titanium. Why? (looks at his cellphone) Oh.
Carl Tennyson: Ben, you're on punishment. Get off the phone!
Ben Tennyson: One minute, dad.
Gwen Tennyson: Guys, I think I know what Kevin's swimming in. According to wifipedia, Castoon has only one export -- bat guano.
Kevin Levin: (busts his way out of the tank) What is guano?
Gwen Tennyson: Evidently, the berries on the island are radioactive from the nuke testing years ago. When they're eaten by the bats, the resulting waste is the rarest isotope in the world.
Kevin Levin: [disgusted] Ugh!
Carl Tennyson: Ben?
Ben Tennyson: One minute.
Gwen Tennyson: The radiation is so mild however, it would take a lot of it to constitute a threat.
Ben Tennyson: Gwen, how much can that freighter carry?
Gwen Tennyson: 50,000 tons.
Kevin Levin: Guys, I could use a little help.
[Sandra takes the phone out of Ben's hand cutting off their call]
Sandra Tennyson: "No phone" means "no phone"! Go to your room!
Ben Tennyson: (shrugs and walk to his room) I can't believe this is happening!

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) 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, (activates the Omnitrix) 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.

Kevin Levin: [tied up] This stinks.
Highbreed Commander: You are not the first to taste defeat at our hands, nor will you be the last.
Kevin Levin: No, I mean the bat poop. I can’t believe you eat that stuff.
Highbreed Commander: We do not eat it, human.
Kevin Levin: Sure, you do.

Kevin Levin: (looking at Ben) I thought you got sent to your room without supper.
Humungousaur: Enjoy me while you can. I'm gonna be grounded for the rest of high school.

Humungousaur: [going after the HighBreed Commannder] Handle the rest.
Kevin Levin: Do yo' thing.

Kevin Levin: [as he's been overwhelmed by DNAliens] Uh, excuse me.
Sandra Tennyson: You're his ruffian friend, right?
Carl Tennyson: I've got it covered, dear. [points his bazooka at the DNAliens]
Kevin Levin: Whoa-whoa-whoa-whoa! [the DNAliens run away before getting shot] Thanks. Uh, nice piece, by the way.

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.

[Tennyson family Residence; Carl takes the dream net off and hangs up the bazooka over the bookcase]
Ben Tennyson: I thought you hated that thing.
Carl Tennyson: Yeah. I used to hate all of that Plumber stuff. It reminded me the secret life your grandpa Max hid from us. But now I understand, he was only protecting us.
(Ben's cellphone rings and Sandra takes it out of her purse)
Sandra Tennyson: It's your cousin.
Ben Tennyson: What's up? Okay. Have to call you back. So, there's been an alien sighting in the desert that --
Carl Tennyson: Then what are you waiting for?
(Ben smiles triumphantly and runs off into action)
Sandra Tennyson: It's cold in the desert at night! Bring a jacket!

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: (holding Manny and Helen by their throats) Now tell me helper. Where can I find your leader?
Manny Armstrong: It doesn't matter what you do to us, D'Void. We'll never betray The Wrench.

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.

Ben Tennyson: (arrives) This is where you live?
Manny Armstrong: This is where he lives. (turns back) We live... wherever.

Ben Tennyson: Some fight. You're a walking pincushion and I'm empty handed.
Pierce Wheels: (grows a giant spike and throws it to Ben) Be my guest.
Ben Tennyson: (catches spike) One spike against three hundred. (being sarcastic) You're a real sport Pierce.

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.

Tyler: Details -- my name is Tyler. I'm -- I'm 26 years old, maybe a little confused, but I'm not crazy. Somebody listen! There are aliens! I saw them!

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.

Tyler: Ben, I got it! The aliens -- not these, the other ones in charge.
Kevin Levin: Highbreed, the big ones.
Tyler: Yeah. They're building a dimensional gateway in Los Soledad.
Ben Tennyson: Where are they going?
Tyler: Not going -- coming! The whole Highbreed fleet's gonna invade and destroy the Earth! I remember!
Ben Tennyson: Yeah, and I think I know why you remember. (takes Tyler's ID mask off him and reveals that he's actually a DNAlien) You're a DNAlien.

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. (changes back to Ben)
Kevin Levin: No saving 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.
Tyler: This is really me. And I-I can remember it all. I grew up in Evanston, and I was in glee club in high school.
Kevin Levin: And you played the bass?
Tyler: I do!

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 its head, or something?
Gwen Tennyson: You didn't pay any attention in health class, did you?

Ben Tennyson: I have 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[edit]

Part 1[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.

Kevin Levin: Money is my favorite toy.
Ben Tennyson: Money is not a toy. It is a food.
Gwen Tennyson: Ugh.

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 Ark - 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.

Part 2[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: Leave him alone!!
Highbreed: Very well. I was nearly done with him anyway. (Gwen creates a magenta shield, but the Highbreed shatters it) That won't keep me from you, vermin. Or perhaps I'll finish off your boyfriend first, so you can watch him suffer. Yes. You're no threat to me now.
Gwen: (enraged) I said...LEAVE HIM ALONE!!!
(takes on her dormant pink-and-purple Anodite form and blasts Highbreed away)
Kevin Levin: (regaining consciousness? Gwen!? (comes to her and puts his hands on her shoulders)
Gwen: (deeper female voice) So much power!
Kevin Levin: Gwen listen to me...you gotta shut it down!
Gwen: 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'll lose your humanity. You won't remember Ben or me. Ben will find another way to win. You got to come back to me, Gwen. I just can't lose you, okay?
Gwen Tennyson: (reverts to her human form, opens her eyes) OK. (smiles)
(Kevin smiles and the two 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. (Humungousaur changes back into Ben) Genetic recombination sequence is ready.
Highbreed Supreme Commander: What are you doing?
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)

External links[edit]

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