Ben 10: Alien Force (season 3)

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

Vengeance of Vilgax Part One[edit]

Part 1 [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: Yes....you 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] AAAAAAAAAHHH! [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. 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.

Part 2 [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 Chromastone, Goop, 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: ...to 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 24 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.
Ben Tennyson: You call that help?!

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 Tennyson: We found Chromastone.
(Ben, Gwen and Kevin come upon Chromastone bashing away at an amusement park ride)
Ben Tennyson: I'm not quite the smooth talker he used to be.
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! (whistles) Good Chromastone!
Kevin Levin: (sarcastically) Oh, yeah. There's your guiding intelligence in action.

Gwen Tennyson: Vilgax has beaten the greatest heroes of 10 worlds.
Ben Tennyson: I’m not worried. I beat him when I was just a kid.
Gwen Tennyson: You should be worried. Those heroes he beat -- now he has all their powers, too.
Kevin Levin: Not to mention that your Omnitrix is busted.
Ben Tennyson: You broke it!
Kevin Levin: YOU broke it, and turned me into this!
Ben Tennyson: Kind of an improvement, if you ask me.

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.

(The team have located Goop which he's under the sewer)
Kevin Levin: Got one. We’re right on top of it.
Ben Tennyson: Try not to hit it with your car this time.
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! Humungousaur! (Slaps the Omnitrix, but does not change) Humungousaur! (Tries again and fails to change, the Pyroxivors charge towards Ben; Starts slapping the Omnitrix repeatedly; panicking) 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 had...like...so 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."

Big Chill: I thought he was going to look for meat. He's at the power plant.
Orb: Ooh. Bad.
(Decka reaches the power plant and starts absorbing)
Orb: He's absorbing the power. Once he's got enough energy, he's going to divide!

(Decka picks up the Echo Echoes and starts eating them)
Gwen Tennyson: The Echo Echoes are made of silicon.

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 repossession needs throughout the galaxy. No questions asked.
Rhomboid Vreedle: Mmhmm, because we're what you call, "Uncurious".

Octagon Vreedle: Let me do all the talking here, boy. Delicate sitchyations such as these require a certain procedural acumen, which I happen to be well-versed.
Rhomboid Vreedle: Uhhh...
Octagon Vreedle: Just be cool, man. Be cool!

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 a lot 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]
Julie Yamamoto: He's down.
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: [receives 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 insignia] 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]

(ball hits Kevin's head)
Boy: Hey, can we have our ball back?
Kevin Levin: Sure, kid. (pops the ball) Here you go.
Ben Tennyson: Nice, Kevin. What's next? Kicking puppies?
Kevin Levin: This little outing was your idea. So just lay there and work on your Ben tan.
Ben Tennyson: OK. I'll tan and you lighten up.
Kevin Levin: No one's the boss of me, Tennyson. Remember that.
Gwen Tennyson: Please lighten up, Kevin.
Kevin Levin: (cracks a smile) Ok, Gwen. (Ben chuckles) What? What're you thinking?
Ben Tennyson: I'm not thinking anything.
Gwen Tennyson: I can vouch for that. Hey, anybody wanna get me a bottle of water?
Ben Tennyson: Rock, paper, scissors?
(Ben puts scissors and Kevin, paper when the Rock monsters come out of the ocean)
Gwen Tennyson: Rock!

Goop: [melting one of Charmcaster's rock minions] Gwen! Check it out! Acid rock!
Gwen Tennyson: (noticing a vortex behind Goop) Ben, get clear! Now!
Goop: Come on, Gwen. You worry too much. (notices the vortex) Or just enough.

Ben Tennyson: Magic vortex? Nice work Gwen!
Gwen Tennyson: It wasn't me.
(boy walks up to Kevin)
Kevin Levin: (coughs) What are you looking' at?
Boy: It's okay. I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean!
Kevin Levin: (angrily) Why you!
(Gwen grabs Kevin's shoulder)
Gwen Tennyson: It's ok, Kevin, it's ok.
Kevin Levin: (angrily) No, it's not!
Gwen Tennyson: I don't know how to help you.
Kevin Levin: (softly) Why is that a surprise? You don't know how to do much of anything.
Gwen Tennyson: (infuriated) What did you say!?
Kevin Levin: (angrily) I didn't ask you for any help! (pushes past Ben and Gwen) I'm gonna go fix my ID mask.

Charmcaster: Well, well, my pets, Gwen Tennyson has a boyfriend. But he's not happy. Hmm. Perhaps sending you to destroy was too simple a revenge. After all she stole my spell book, the least I can do is steal something important to her...

Caroline: Small-block V8, three hundred horsepower, and what, nitrous tank for afterburners?
Kevin Levin: Liquid oxygen. I like to go fast. You into cars?
Caroline: I could be in yours, if you asked me nice. Corners like a dream. Is there anything this car can't do?
Kevin Levin: It's not submersible, but I'm working on it.
Caroline: Okay...

(Charmcaster transforms back from her disguise)
Charmcaster: Your mind is all blank.
Kevin Levin: (hypnotized) Totally.
Charmcaster: You will bring Gwen Tennyson to the planetarium at midnight. (Kevin nods) Taking her boyfriend was just the warm-up. There I will use the full power of concentrated moonlight siphoned through a mystical field, to steal her very essence! By the time I'm done, there'll be nothing left of her.
Kevin Levin: She probably won't show up when I tell her that.
Charmcaster: Don't tell her, you simpleton!
Kevin Levin: Hey, give me a break. My mind's a blank.
Charmcaster: (frustrated) Just bring her! Talk her into it, make an excuse. Force her if you have to. Here. (snaps her fingers and a necklace appears around Kevin's neck)
Kevin Levin: And if Ben tries to stop me?
Charmcaster: Destroy him.
Kevin Levin: 'Kay. (walks off to complete his mission)

Gwen Tennyson: This is ridiculous! I should have never listened to you. I should be helping Kevin cope with what's happened to him.
Ben Tennyson: Cope, shmope.
Gwen Tennyson: Wow. Can't argue that logic.
Ben Tennyson: Hey, at least he's got no limits on going hero. I have to depend on the Omnitrix, which does what I want maybe half the time. Plus, it keeps timing out. Kevin should stop whining about how tough he has it!
Gwen Tennyson: He's not whining Ben. He just has a lot on his mind.

Gwen Tennyson: Kevin! I don't want to hurt you!
Ben Tennyson: That makes one of us. Time for Humungousaur!
(activates the Omnitrix)
Diamondhead: Diamondhead? Fine! I can work with this.

Diamondhead: Plenty more where...
(Omnitrix times out)
Ben Tennyson: Aw! Can't you give a guy a little warning?

Ben Tennyson: We haven't seen her since we were kids, and she's obviously looking for some payback. Is she cute?
Gwen Tennyson: Ben!
Kevin Levin: More than cute, hot!
Gwen Tennyson: Kevin!
Kevin Levin: I can still remember we were talking...
Gwen Tennyson: About what?!
Kevin Levin: About... stuff, you know, its all kinda blurry after she kissed me.
Gwen Tennyson: (angry and shocked) She kissed you?!
Kevin Levin: Yeah, I didn't really mean to tell you that part.
Gwen Tennyson: (sarcastically and angrily Really. (storms off)
Ben Tennyson: That was a stupid thing to say.
Kevin Levin: Can't argue with you there.
(After some time reaching the destination in Kevin's car, Kevin trying to justify himself)
Kevin Levin: It was not like I was kissing her, much. It was like 80% her kissin' me.

Charmcaster: Gwen Tennyson. I've been waiting five years to say this; I love what you've done with your hair.

(after Gwen got up)
Ben Tennyson: Are you okay?
Gwen Tennyson: She stole all my power. How do you think I am?
Ben Tennyson: Uh, weak?
Gwen Tennyson: I deserved this. I was too angry...
Kevin Levin: I can see how she would make you...
Gwen Tennyson: I was angry with you!
Kevin Levin: Wait-me?
(Gwen's eyes widen)
Gwen Tennyson: (having trouble explaining) No! Okay, yes, a little! I mean, why were you even hanging out with her?
Kevin Levin: Because I thought she liked me.
Gwen Tennyson: And I don't?
Kevin Levin: If you liked me so much, how come you haven't bothered to find a way to change me back?
Ben Tennyson: Dude!
Kevin Levin: After all, as long as I'm a monster, no other girl would want me, right?
Gwen Tennyson: We are not having this conversation.

Ben Tennyson: Please, for once...?
(activates the Omnitrix)
Upchuck: Upchuck! I called it! (charges into battle) This is the fight I was born for!

(Upchuck is drinking Mr. Smoothy's innards)
Mr. Smoothy: Stop, please! I'm half empty!
Upchuck: Bad attitude. You're half full!

Gwen Tennyson: Your problem is that magic is the only thing you're about. But for me, magic is only ONE aspect of who I am.

Kevin Levin: (to Gwen) Good timing. That truck was really giving me problems. It was kind of humiliating.
(Upchuck vomits on Kevin)
Kevin Levin: Obviously just a warm-up for this humiliation.

Kevin Levin: Where's Gwen?
Ben Tennyson: Went home. You hurt her pretty bad.
Kevin Levin: I hurt her? I'm the one that looks like this, and she hasn't doesn't a thing about it!
Ben Tennyson: (getting angry) You are a giant rock faced jerk!
Kevin Levin: Yeah, whatever.
Ben Tennyson: Not whatever. She's been spending every spare moment going through every magic book she can find to try and help you. She's been doing it since the accident!
Kevin Levin: Sh-she never told me.
Ben Tennyson: Should she have had to?

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]

Zs'Skayr: Please, the light... burns!
Vilgax: And if I were to stop it?
Zs'Skayr: Don't toy with me, Vilgax. Ask for what you want.
Vilgax: I do not ask, Ghostfreak. I demand, and you obey! I will free you from your prison and in return you will tell me what I wish to know.
Zs'Skayr: The knowledge to defeat Ben Tennyson. The secrets of the Omnitrix.
Vilgax: Tell me, then I will set you free.

Ben Tennyson: (while waiting for Gwen on the miniature golf course) And five centuries later...

Gwen Tennyson: (watching a falling object) What was that?
Kevin Levin: Whatever it was, it better not have landed on my ride.

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

(Gwen takes out an alien pest with a golf ball)
Kevin Levin: Nice shot.
Gwen Tennyson: Yeah. I guess he wasn't up to par.
Kevin Levin: Whadda you mean?
Gwen Tennyson: It's a golf joke. Never mind.

Kevin Levin: [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.

Humungousaur: Gwen, look, A mole in one. HAH!

Ben Tennyson: What's your problem, Gwen?
Gwen Tennyson: Don't you remember how many times this guy tried to kill you?
Ben Tennyson: Not exactly. A lot. That's what makes this so much fun. What was it you needed?
Vilgax: I...need...your...help.

Kevin Levin: And what makes you think he's gonna help you, squid face?
Vilgax: One word - Ghostfreak.

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

Vilgax: My people are not warriors like me. They are innocent women and children.
Kevin Levin: Why should we believe anything you say?
Vilgax: What other reason would I come grovelling to your pitiful planet?

Gwen Tennyson: If he is telling the truth, we can't just let people suffer.
Kevin Levin: Better them than us.
Ben Tennyson: My watch, my responsibility.
Kevin Levin: It's not just all about Ben Tennyson!
Ben Tennyson: Vilgax won't touch you while I'm around. It's totally safe... (to Vilgax) ... but the first sign of a double-cross and you're a sushi platter!

Swampfire: (thinking Vilgax had betrayed him and his companions to the Ghostfreak) I can't believe you tried to trick us into- (sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions) ...saving a little girl? Okay, now I feel like a jerk!
Gwen Tennyson: The big bad has a conscience. Who knew?

Kevin Levin: Great! Even the freaks don't want me!
Gwen Tennyson: Kevin...
Swampfire: That's a good thing! You should stay up front!

Vilgax: (meeting up with Ben at...) Burger Shack.
Ben Tennyson: (to Vilgax) I got you the kiddie meal, so don't let them know you're over 8.

Vilgax: (about Zs'Skayr) He tried to possess me.
Ben Tennyson: He always was the possessive type.

Ben Tennyson: Nothing says distraction like a tentacle-faced alien.

Vilgax: i grow weary of your help.

Zs'Skayr: (as his minions restrain Vilgax) Hold him. I wish to possess this one myself. With Vilgax, Ben Tennyson and myself as one, there will be no power in the universe that can stop me!

Vilgax: Foolish child. If I had not taken you out of the battle, Ben Tennyson himself WOULD have - permanently.
Kevin Levin: Don't do us any more favors, Vilgax.
Vilgax: It won't happen again. I assure you.

Vilgax: This time you will die, ecotonurite scum!

Ben Tennyson: What happens in Vilgaxia stays in Vilgaxia.

Kevin Levin: What's wrong with you?! (after pushing down and shielding Gwen from a possessed Ben)
Gwen Tennyson: Kevin! His Omnitrix is gone. (after realizing that Zs'Skayr took control of Ben's body)

(as the Zs'Skayr-possessed Ben attacks)
Gwen Tennyson: Ben, stop it! You're hurting your friends! Please, I know you're in there, somewhere!
Vilgax: And that's exactly what I plan to take care of!

Vilgax: What a wonderful opportunity. Both of my greatest enemies in one body. What is it you humans say? I can kill two birds with one stone.

Ben Tennyson: You are so losing your evil cred.
Vilgax: Watch your tone, Ben Tennyson! If I didn't need your help...!
Ben Tennyson: [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]

Kevin Levin: Pretty careless of you to let me track you down!
Darkstar: Hardly careless, otherwise I 'd never have left a trail so obvious even an imbecile could follow it. I WANTED you to find me, Kevin. Both our lives depend on it.

Kevin Levin: If this is another one of your tricks, I assure you I am entirely sincere.
Darkstar: If I release you, will you at least hear me out?
Kevin Levin: You got one minute. Go!
Darkstar: My question is a simple one. Do you like being trapped in your current hideous form?
Kevin Levin: About as much as you like being a butt-ugly energy sucking vampire. No offense.
Darkstar: None taken. For that is precisely my point. What would you say if I told you, there was a way for both of us to become normal again?
Kevin Levin: How?
Darkstar: I’ll show you. (points to an ancient artifact on the book page) This is the Dominus Librium -- an ancient instrument of extraordinary power, and decidedly alien origin.
Kevin Levin: Looks like an over-sized wishbone.
Darkstar: Legend has it that the Librium was actually a sophisticated power conduit, capable of transferring extraordinary energies from one vessel to another.
Kevin Levin: Thanks for the history lesson.
Darkstar: But it's history no longer. After a great deal of effort and expense, I have managed to track the artifact to an isolated island recently risen in the South Pacific.

Kevin Levin: Not that I don't trust you - which I DON'T - but why are telling me all this?
Darkstar: Because, quite frankly, I can't get to the artifact alone. I require your unique abilities to retrieve the Librium, and I'm willing to trade you the cure for your help.
Kevin Levin: Selfish motive. At least that makes sense.

Gwen Tennyson: Kevin's Plumber badge isn't responding.
Ben Tennyson: Try it again. He should be here.
Gwen Tennyson: I'm not his babysitter, Ben. If he wants to ignore us, that's his choice.
Ben Tennyson: Fine. Then he'll just have to miss all the fun. The Forever Knights aren't gonna kick their own butts.
Gwen Tennyson: So how do we get there without Kevin's car?
Ben Tennyson: Easy. We improvise. (activates Omnitrix)
Jetray: Jetray! (grabs Gwen with his tail) Onward and upward!

Kevin Levin: 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 Levin: 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 Levin: It... hurts!
Darkstar: Nothing... worth having is gained... without effort!

Michael Morningstar: (knocks Kevin out) Our association is hereby concluded. It would be wise of you to never again cross my path.

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

Gwen Tennyson: (as they're about to fight some Forever Knights) Not so fast. Without any powers, you could get hurt in there. You'd beter wait here.
Kevin Levin: What? But I...
Gwen Tennyson: I mean it.
Kevin Levin: (staying behind) Great. So now I'm just the chauffeur? What happens when you two finally get your licenses?

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

Ben Tennyson: Powered or not, Kevin, you're still an important part of this team. We need you.

Gwen Tennyson: I'll see you later, Kevin. (Kevin drives off) (to herself) After I make sure you can live with whatever it is you've done.

Gwen Tennyson: (to herself) Michael's mana led me to him like a beacon. He's inside, I can feel it. (Makes steps out of mana and walks over fence and enters Michael's lair ready to fight)
Michael Morningstar: (Sees Gwen in mirror from admiring his face) Ah, lovely Gwen. I've been expecting you.
Gwen Tennyson: I'll just bet you have. Kevin's aura stinks of you. Tell me what you did to him and maybe I'll go easy on you. (Mana's color gets more intense)

Kevin Levin: This is all my fault.
Ben Tennyson: That Gwen had to run an errand?
Kevin Levin: That she's gone to do something stupid. (Ben glares at him) Okay, stop staring at me like that. You're creepin' me out.
Ben Tennyson: So talk.

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

(Echo Echo and all his duplicates climb into Kevin's car)
Echo Echo: (all together) Then what are we waiting for? Go!
(At a look from Kevin, the Echo Echos change back into Ben)
Kevin Levin: You know, you coulda done that BEFORE you got in my ride.

Michael Morningstar: I wouldn't advise that, Kevin. The balance of energy to the Dominus Librium is delicate. If you interrupt the flow in any way, the consequence can be catastrophic.
(Gwen groans in pain)
Kevin Levin: I don't care! Nothing matters as long as Gwen is safe!

Michael Morningstar: That's it, children. Give me your power. Give me ALL your power!

Darkstar: [horrified] No! Look! (looks at his reflection in the mirror) Look what you've done to me! You'll pay for this. (puts his mask back on) Someday, you will all pay! (runs away and escapes)

Busy Box [3.12][edit]

Ben Tennyson: Anything?
Kevin Levin: Not yet. But the scanner detected level 20 alien technology somewhere near here.
Gwen Tennyson: Level 20? But the only level 20 technology in the whole galaxy is-
Ben Tennyson: The Omnitrix! Maybe you found a spare.
Kevin Levin: Actually, whatever we're detecting is level 20+. The scale on this thing doesn't go any higher.
Ben Tennyson: This is stupid, we've been driving around all night.
Gwen Tennyson: 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 Tennyson: So if your mana hits something super high-tech- [sees large glow in the distance] ...that!

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

Kevin Levin: I think we should get in the car. [Referring to the box transforming into a copy of Ben]
Ben Tennyson: And run away?
Kevin Levin: And run it over.
Ben Tennyson copy: Run away.

Ben Tennyson: Woah!
Ben Tennyson copy: Woah!
Ben Tennyson: What are you? Where did you come from?
Ben Tennyson copy: What are you? Where did you come from?
Ben Tennyson: Cut it out!
Ben Tennyson copy: Cut it out!
Ben Tennyson: I don't sound like that!
Ben Tennyson copy: I don't sound like that!
Gwen Tennyson: Kinda do.
Kevin Levin: Huh. I bet people would put up some serious cash for a robot version of themselves.
[the robot transforms into a copy of Kevin]
Kevin Levin: Cool. What do you say we load this handsome devil into the car, take him home, and see what makes him tick?
Kevin Levin copy: What do you say we load this handsome devil into the car, take him home, and see what makes him tick?
Kevin Levin: Okay, that’s getting a little annoying.
Kevin Levin copy: Okay, that’s getting a little annoying.
Kevin Levin: Knock it off.
Kevin Levin copy: Knock it off.

Gwen Tennyson: Nice shot, Kevin.
Kevin Levin: Thanks. Guess they don't make annoying imitator robots like they used to.

Spidermonkey: Right. Should have figured.
Spidermonkey copy: Right. Should have figured.
Spidermonkey: I am so gonna... (Omnitrix flashes red) Out of power. Sure. Why not?

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

Ben Tennyson: I get it, as long as we stay calm...
Gwen Tennyson: It stays calm.
Ben Tennyson: So, you’re going to just sit there?
Gwen Tennyson: Guys?
Ben Tennyson copy: Going to just sit there?
Ben Tennyson: Okay. Good. So long as nothing sets him off.
(They spot a spaceship)
Kevin Levin: You mean like a spaceship landing?
Ben Tennyson: I've seen that ship before.
Gwen Tennyson: It'll come to you.

Octagon Vreedle: (to Rhomboid) Didn't you notice that there are two Ben Tennysons here, one of which is of obviously inferrior workmanship and quality?
Kevin Levin: (to Ben) I think he means you.
Ben Tennyson: Thanks.

Swampfire: Hey! No fair! Vreedles can't shoot fireballs!
Kevin Levin: This time, when I pound you, you're stayin' pounded.

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

Swampfire: Anybody up for a smoothie?

Kevin Levin: Vreedles twice in one day? It's like the opposite of Christmas.
Ben Tennyson: When we win, I want the money for the smoothie.

Ben Tennyson: I'm almost afraid to ask, but what happened?
Rhomboid Vreddle: Well, we was on our way to sell the thing, and some robot cops tried to make us pull over.
Octagon Vreedle: They took exception to us blastin' a toll booth.
Rhomboid Vreedle: I didn't have no change.
Ben Tennyson: I'm not following.
Octagon Vreedle: The robot may have took the wrong lesson from our completely reasonable actions.
Gwen Tennyson: What do you mean "took the wrong lesson?"
Octagon Vreedle: He learned that he really LIKES destroyin' things.

Octagon Vreedle: We don't want it anymore, so it's your problem now.

Ben Tennyson: (after Mr. Smoothy's has been destroyed) Oh man!
Kevin Levin: They are totally gonna stop letting us hang out here.

Naljian Destructor: This isn't good.
Ben Tennyson: I really do say that a lot, don't I?
Kevin Levin: Yeah. Getting old.
Gwen Tennyson: Guys, can we stay on task?
Ben Tennyson: Okay, This looks like a job for... Humungousaur! (becomes Lodestar instead) Or Lodestar. (smiles) He's good too.

Lodestar: Who are you?
Kevin Levin: Whoever she is, she needs to get out of the way. That thing's a dangerous weapon. It needs breaking.
Gwen Tennyson: It's been nothing but trouble.
Naljian: Trouble? That's impossible. But then you are remarkably unintelligent.

Naljian: Oh. You should really be more careful. This toy is clearly marked "Not for children under three million years old."

Kevin Levin: I would never let a kid of mine play with something like that.
Ben Tennyson: (imitating the robot with an empty can) Run away! [Gwen and Kevin gasp and turn around] Gotcha!

Ben Tennyson: (holding back on giving Kevin a smoothie) Not so fast. Where's my money?
Kevin Levin: (takes the smoothie anyway) You're buyin'.
Ben Tennyson: Because...?
Kevin Levin: Because we got beat by the Vreedle brothers.
Gwen Tennyson: He's got a point. The Vreedles aren't very smart.
Ben Tennyson: What's that make us?

Con of Rath [3.13][edit]

Gwen Tennyson: Hurry up! We're losing our light!
Ben Tennyson: We're not losing the light; it's eight in the morning! The beach is open all day.
Gwen Tennyson: You're right. Get a move on, Kevin!!
Kevin Levin: (drives the car out of the garage) Geez, I'm coming! I'm like, five minutes late. What's the big deal?
Gwen Tennyson: I'll tell you what the big deal is: I've been trying to go to the beach for a month, and every time we're about to leave, something happens. Monster on the loose, alien invasion...
Ben Tennyson: Sometimes it rains.
Gwen Tennyson: Well, not this time. This time- (Zaw-Veenull appears) ...Just forget I said anything.

Kevin Levin: So, it's like a hostage exchange.
Zaw-Veenull: Hostage? Oh, no. No-no-no. It is simply a show of trust, to demonstrate our sincere desire for peace with the Pantophage.

Gwen Tennyson: You're talking about yourself in the third person now?
Ben Tennyson: Sure. After all, Ben Tennyson did save the whole...
Gwen Tennyson: You know what? Stop.

Cicely: My dear Tiffin, I just wanted to tell you how proud I am of what you're doing for our people. (to Rath) Please, I beg of you, do not give my son to the Pantophage.
Rath: Hang on! You came to us, 'kay? We didn't ask for this job but, like it or not, now we gotta finish it!
Gwen Tennyson: Don't be such a hard nose about it!
Cicely: No, he is right. It is as it must be.

Rath: YOU WANNA FIGHT ME, KEVIN LEVIN?! [Throws Kevin at the wall] LET'S GO!!!
Gwen Tennyson: 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 Tennyson: Ben, can you understand me?
Rath: 'Course I can, Gwen Tennyson!! You think I'm stupid?!!
Kevin Levin: 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 Tennyson: Not helping, Kevin. [turns back to Rath] Calm down, Ben! We need you to listen. You've become something called an Appoplexian. We looked it up in the ALDB.
Rath: Huh?
Gwen Tennyson: Alien Lifeform DataBase.
Kevin Levin: 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 Levin: It also says they're not too bright. [crosses his arms. Rath growls at him] Dude, did you just growl at me?
Gwen Tennyson: OK, Ben, I'm going to let you go, but you have to stay calm. Control your anger. No stomping! [lets Rath go]
Kevin Levin: Maybe you wanna reboot the Omnitrix and get back to normal?
Rath: OK, but not 'cause you told me to!
Kevin Levin: 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 Tennyson: 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 Tennyson: (about Argit) Not to mention that, every time we run into him, we almost get killed.
Kevin Levin: Are you saying you don't like my friends?
Gwen Tennyson: No! I'm saying he's NOT your friend!

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

Kevin Levin: This whole trip is like one of those dreams, where everyone you know is in it, and they all wanna hurt you!
Gwen Tennyson: I don't have dreams like that.
Kevin Levin: Oh. Uh, me neither!

Gwen Tennyson: But we saw you two go up in an explosion.
Octagon Vreedle: Yeah, that sort of thing occurs on a fairly regular basis. We're what you might call "clones."

Rhomboid Vreedle: [Sees Rath] Is that an Appoplexian?
Octagon Vreedle: 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 Vreedle: [confused] I believe what you've done there is mixing what-ya-might-call-it,... methaphors!

Commander Sangfroid: Greetings, Earthlings. This is commander Sang-Froid.
Kevin Levn: You're an Incursion.
Commander Sangfroid: Yeah, I am. Now, as you know, we Incursions love war. Can't get enough of this stuff. Its what we live for.
Gwen Tennyson: Aha... And your point is...?
Commander Sangfroid: This peace-mission your on,... we're against it. So prepare to be boarded, then killed. Nothing personal.
Rath: LEMME TELL YA SOMETHIN', INCURSION COMMANDER SANG-FROID!!! RATH HAS A BETTER IDEA!!! I'M COMING OVER!!! [Walks to the airlock]
Gwen Tennyson: You're gonna need a Space Suit!
Rath: Whatever!

Rath: Taydenite?!
Gwen Tennyson: Told you he wouldn't like it.
Kevin Levin: (gets lifted up by Rath) What's the big deal?
Rath: The big deal?! The big deal is...uhhh...uhhhh...(puts Kevin down) You tell him.
Gwen Tennyson: Because, every time you mention Taydenite, Vulkanus shows up and tries to kill us.
Rath: What she said!
Kevin Levin: Come on...you're exaggerating.
Vulkanus: (appears out of a cave) Hey! What are you doing here?! (army of aliens come out behind him) Doesn't matter... Kill them!

Vulkanus: Hang on...Is that you Tennyson?!
Rath: Yeah. So?
Vulkanus: So what happened, did you set the Omnitrix to UGLY? (laughs) Set the Omnitrix to ugly...! (laughs at his joke more; his minions start to do the same)
Rath: LEMME TELL YA SOMETHIN', VULKANUS!!!
Kevin Levin: (steps forward before Rath can attack) Whoa, big guy! Let me handle this.
Gwen Tennyson: You?
Kevin Levin: Me. You think Ben's the only one who can do a negotiation?
Gwen Tennyson: Well, not at the moment.
Kevin: (turns to Vulkanus) Vulkanus, you've made a lot of money off me. Do we have to be enemies?
Vulkanus: Pretty much, yeah.
Kevin Levin: Even if I'm willing to pay for what I need (pulls out a small gold cube), say 10 times the golden rate.
Vulkanus: I like the way you're thinking! (leans forward) But considering that you're in my territory, and there's no way for you to escape, the number seems...low.
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 Levin: 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 Levin: Hey, I was negotiating!
Rath: No! THIS is negotiating! (bashes two Pickaxe aliens together)

Kevin Levin: As we make our final approach to the Pantophage home planet, let me say thanks to all of you for flying with us on Kevin Levin airway.
Gwen Tennyson: Oh, just button it.

[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]
Rath: DID YOU JUST EAT THE BABY?!?!?!
Jarret: Ah, yes. I did.
Rath: I THOUGHT YOU WERE GONNA KEEP HIM!!! I THOUGHT IT WAS A PEACE OFFERING!!!!
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 realize that this means war!
Rath: [gives Kevin the Tiffin] Hold this. [He leaps onto Jarret's face] LEMME TELL YA SOMETHIN', JARRET OF PANTOPHAGE!!! I JUST JUMPED DOWN YOUR THROAT!!! YOU START A WAR WITH THE LEWODANS AND I'LL DO IT AGAIN!!! ONLY NEXT TIME, I'LL KNIT YOUR INTESTINES INTO A SWEATER!!!!

[The Tiffin reunites with Sicily]:
Cicely: My son! Alive! It's a miracle!
Kevin Levin: Glad to help. Now, about our fee-[Gwen elbows him]
Gwen Tennyson: We're happy it all worked out.
Zaw-Veenull: As am I. On behalf of Lewoda, 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-Veenull: Er, well, I wasn't sure exactly, but-
Rath: [Points his claw at Zaw-Veenull's face threateningly] Never. Talk to me. AGAIN. [Zaw-Veenull backs away as Rath retracts his claw]
Cicely: Thank you, Ben Tennyson. Thank you all!
[Rath turns back into Ben as Zaw-Veenull, Cicely, and the Tiffin leave]
Gwen Tennyson: Ben, you're back!
Ben Tennyson: 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 Levin: Good guess.
Ben Tennyson: You KNEW?!
Kevin Levin: Well, I wasn't sure exactly, but...
Ben Tennyson: [Angry] Kevin... Rath would like a word with you. [turns into Rath]
Rath: LEMME TELL YA SOMETHIN', KEVIN E. LEVIN!
Kevin Levin: [squeaks] Please don't.

Primus [3.14][edit]

Psyphon: Surely, you don't let the fact that Ben Tennyson has repeatedly defied you...
Vilgax: Speak with care, Psyphon. Your council is valuable, not irreplaceable.
Psyphon: Of course, master. My point was simply that if you so chose, you could defeat Tennyson and wrest the Omnitrix from him.

Kevin Levin: I got this! (jumps in after Ben)
Gwen Tennyson: (panicking after a while) Ben! Kevin! (uses her mana to burst them out)
Kevin Levin: (after landing on a tree with Ben) What part of "I got this" do you not understand?

Kevin Levin: (looking at Omnitrix) And the flashing?
Ben Tennyson: Add it to the growing list of things I don't understand.

Ben Tennyson: (after the Omnitrix deactivates during a fight) Huh? You are a piece of junk!
Omnitrix: That function is not available. Omnitrix must return to Primus.
Ben Tennyson: Who's Primus?

Ben Tennyson: You know, if I built the Omnitrix, I would've made a few improvements - like making it work!

Omnitrix: Omnitrix has returned to Primus. Ben Tennyson has fulfilled purpose. Omnitrix must find creator.
Ben Tennyson: Wait. What?
(the Omnitrix flies off his wrist)
Gwen Tennyson: Don't let it get away!
Ben Tennyson: I don't believe it. The Omnitrix is... gone.

Ben Tennyson: I lost the Omnitrix. Azmuth is gonna kill me!
Kevin Levin: Dude, he's already so mad at you, it couldn't get any worse.
Ben Tennyson: Really?
Kevin Levin: No.

Ben Tennyson: The slugs, the mud... Ugh.
Kevin Levin: Stop complaining like a girl.
Gwen Tennyson: Excuse me?
Kevin Levin: Sorry. I was trying to insult Ben, and it got away from me.

Azmuth: Give me a minute... I'm a little out of practice...
Ben Tennyson: It's Azmuth!
Gwen Tennyson: We should've known! The Omnitrix kept saying it was looking for its creator!
(Vilgax throws a boulder at Azmuth, who transforms into Rath and catches it)
Rath (Azmuth): 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!!!

Vilgax: At last, the Omnitrix is mine.
Ben Tennyson: (watching from a distance) No.
Vilgax: Behold, the power of the Omnitrix!

Azmuth: Ben Tennyson?
Ben Tennyson: Azmuth. Everything's going to be okay. (pats Azimuth on the head)
Azmuth: Did you just "there, there" me?

Vilgax: Ben Tennyson, prepare to meet your doom!
Ben Tennyson: Yeah, I don't think so.

Vilgax: Ben Tennyson. I know you're here somewhere. If you ever wish to see your friends alive again, step forward!
Azmuth: They're already lost. There's nothing you can do.
Ben Tennyson: I'll think of something. Hero, remember? (stepping forward and speaking loudly) Vilgax, I'm here! Let them go!

Vilgax: (about the Omnitrix) Tell me how to use it!
Azmuth: Umm... No.

Vilgax: [unable to access the Omnitrix] Tell me, Tennyson, is there a key? A magic word?
Ben Tennyson: You'd have to ask Azmuth - not that HE'D ever tell.
Vilgax: For your sake, pray that you are wrong, for if he does not, the great Ben 10 AND his friends shall be fed to the Codon Stream.
Ben Tennyson: Codon Stream? That's... bad, right?
Vilgax: (exiting) You amuse to the very end, Ben Tennyson.

Gwen Tennyson: What's a Codon Stream? I thought that stuff was green lava.
Kevin Levin: Seriously? We're about to be boiled alive and you want to learn a new vocabulary word?

Kevin Levin: (after Ben defeated Vilgax, following Azmuth, and speaking to Gwen about the incident when Ben gave in with Vilgax) Couldn't you have acted way over the top when Ben gave in to Vilgax? (pretends to act like Gwen, putting up a girly voice) Ben, noooooooooooo!!!
Gwen Tennyson: (defending herself) I was just trying to help Ben trick Vilgax!
Kevin Levin: Sure. Keep telling yourself that! (Gwen gave Kevin an angry look)

Vilgax: (after seeing Azmuth with Ben, Gwen and Kevin, trying to figure out the secrets of the Omnitrix) This world is important to you, eh, Azmuth? More important than your own life? Or those of these children? That leaves me an intriguing option. Tell me how to activate the Omnitrix, or I'll destroy the whole planet.
Ben Tennyson: No!
Azmuth: Ben!
Ben Tennyson: Azmuth can't help you. He's just trying to protect me. I'm the only one who knows how to work the watch!
Azmuth: That's not-
Kevin Levin: Button it, genius.

Vilgax: You'll work the Omnitrix for me?
Ben Tennyson: (thinking of an agreement) If you let my friends go!
Vilgax: We have an agreement! You teach me to operate the Omnitrix, and I'll free your friends! But you, Ben Tennyson, will die.
Ben Tennyson: (thinking of something else in mind, putting up an act) All right. I guess I have no choice!
Gwen Tennyson: Ben, noooooooooooo!!!!!
Ben Tennyson: (shouts to Gwen) I know what I am doing Gwen!
Kevin Levin: Since when?
Vilgax: (breaks Ben's chain and throws him) Show me, human!
Ben Tennyson: (starting to teach Vilgax, as much to Kevin's, Gwen's and Azmuth's shock) See, when you turn the dial, you have to be pushing in at the same time. (stops at the hologram of Goop and presses it)
Azmuth: (closes his eyes since the light of the Omnitrix is too strong) Ben, noooooo!!!!!
Goop (Vilgax): (does some experimenting with Goop's power) The power is unbelievable! I can do anything!
Ben Tennyson: Almost anything! (snatches Goop's gravity projector and deactivates it, double-crossing Vilgax)
Goop (Vilgax): (tries to attack Ben, but falls to the ground before he can) What did you do? (straining to get up) I can't move!
Ben Tennyson: (cunningly) I know. I turned off Goop's artificial gravity! (snatches the Omnitrix from Vilgax and puts it on his hand, now trying to show off) Who's the hero?
Gwen and Azmuth: (together and annoyed by Ben's act) You are.
Ben Tennyson: Everybody?
Kevin Levin: (also annoyed and rolling his eyes) You are.
Ben Tennyson: All I ask for is a little credit.

Ben Tennyson: Azmuth!
Kevin Levin: Quick! Chew through our chains!
Azmuth: I am not a rodent!
Kevin Levin: 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 Levin: Heh heh heh heh... Classic...

Vilgax: To the victor goes the spoils.
Kevin Levin: Sorry to spoil your spoils.

Azmuth: I suppose I'll have to move the planet and hide it again.
Ben Tennyson: You're WELCOME.

Azmuth: I just wish to thank you, all of you, for your service to the universe.
Ben Tennyson: What?
Azmuth: We've had our differences, but I know your hearts are in the right place. Although if it were my design, I'd move your hearts a bit more to the center..

Ben Tennyson: So are we okay again? I mean, does this make up for-
Azmuth: Damaging my Omnitrix? No. I shouldn't even allow you to leave with it.
Ben Tennyson: But will you?
Azmuth: You are welcome, Ben Tennyson.

Time Heals [3.15][edit]

Gwen Tennyson: What are you guys doing here?
Kevin Levin: Nothin'. We definitely were not about to sneak in so we could watch the game on your dad's 60-inch TV. Also, your doorbell was already busted when we got here.
Ben Tennyson: No, it wasn't. He broke it.

Professor Paradox: There's an old saying; Time travel is only for immortals and fools. And I speak from experience.
Gwen Tennyson: Professor Paradox?
Professor Paradox: Hello, Gwen.
Gwen Tennyson: What are you doing here?
Professor 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, right on schedule. Now comes the part where you tell me...
Gwen Tennyson: This spell can send me back in time! Back when Ben and Kevin tried to hack the Omnitrix!
Professor 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 Tennyson: Yes!
Professor Paradox: No! Generally, 2 out of 3 isn't bad, but in this case... Trust me, Gwendolyn. Don't do this!
Gwen Tennyson: But I haven't been able to cure Kevin with my magic. It's the only way.
Professor Paradox: There's always another way. In fact, sometimes to do something, all you need to do is nothing.
Gwen Tennyson: [starts crying] You're not making any sense.
Professor Paradox: I'm often accused of that, but I'm the time walker and I'm generally quite well informed on these matters.
Gwen Tennyson: I have to do this.
Professor 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. (vanishes)

Gwen Tennyson : (as she gets up from the ground and looks around,she sees Spidermonkey, who is moaning softly with pain, hanging from his wrists from the wall. She gasps) Ben! (she runs to him and uses her powers to break the chains holding Ben, who falls to the floor and switches back to his human form, his eyes closed. Gwen helps him sit up, as Ben opens his eyes)
Ben Tennyson: (weakly, in a faint voice) Gwen? But...I saw Charmcaster...you were fighting her and she...
Gwen Tennyson: I know, Ben...It's all my fault...
Ben Tennyson: (Still in pain) but I don't understand.
Gwen Tennyson: The Omnitrix... when it blew up... only it didn't... but it should have and would have if only I hadn't tried to fix everything.
Ben Tennyson: I know I'm kinda messed up, but you're not making any sense.
Gwen Tennyson: I'll explain as soon as I get you out of here.
(They stand up and move two steps but Charmcaster breaks through the wall with a rock monster and Kevin)
Charmcaster: Oh sure, like that's gonna happen.

Ben Tennyson: (to Gwen) You handle the rock monsters, I'll take Charmcaster. (suddenly bends over, gasps in pain, and puts a hand to his chest, his eyes closed)
Gwen Tennyson: (holding on to Ben's arm) No, Ben, you're hurt.
Ben Tennyson: (standing upright again, but still looking as if he's in pain) I've already lost you once. Not gonna let that happen again.

Hex: I've been waiting for you to show up. After all, you're the time-lost Gwen, the last link to a less-appealing past.
Gwen Tennyson: How do you know all that?
Hex: Magic, my dear. I love this new world your meddling created. I'm not letting you change it back.

Hex: You must learn patience, my dear niece.
Charmcaster: But not right away. First I'm gonna kill...
(Gwen kicks Charmcaster)
Gwen Tennyson: You need to stop saying that.

Hex: It's time to write the last chapter in this sad little saga.
Swampfire: Thanks anyway, Hex, but I'm not much of a reader! (lets loose a jet of fire which causes the ceiling above Hex to crumble and knocks Hex out...Gwen summons the book of spells) Let's get out of here, before they have a chance to- (the Omnitrix crackles with sparks as Swampfire falls to the floor in a curled position, and Ben turns back into human and moans in pain as Gwen kneels beside him, her hand on his back)

Charmcaster: Gwen Tennyson? No way!
Gwen Tennyson: Why so surprised?
Charmcaster: Cause I killed you once. And now, I'm gonna do it again!

Gwen Tennyson: Hold them off, Ben. I need time to cast a spell.
Ben Tennyson: And that'll fix everything? Do what you can. I trust you.

Gwen Tennyson: You guys need to make up our mind.

Professor Paradox: Has been quite a day, hasn't it?
Gwen Tennyson: [startled] Would you stop doing that!
Professor Paradox: Oh. Very well, of I go. [walks away]
Gwen Tennyson: No! Please, don't go anywhere!
Professor Paradox: Actually, in my case, it's less of a "where" than it is a "when".
Gwen Tennyson: You know what happened here?
Professor Paradox: You happened. When you went back in time, and kept Kevin from mutating.
Gwen Tennyson: But that was the plan.
Professor 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 Tennyson: Me?
Professor 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 Tennyson: I didn't know.
Professor Paradox: I warned you that time travel is for immortals and fools. I'm the only immortal hereabouts. You do the math.

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

Past Gwen 1: (conversation continues)...Are you sure?
Past Gwen 2: You will never forgive yourself if you let this happen.
Gwen Tennyson: Don't listen to her! I'm from her future and she doesn't know what she's talking about!
Past Gwen 2: Oh come on! How do I know you're not an impostor?
Gwen Tennyson: Ugh, the lock on our locker is broken, we just leave it hanging there so it looks closed...
Past Gwen 2: Alright, you're me...but I still think we should save Kevin.
Past Gwen 1: You guys need to make up our mind!
Gwen Tennyson: Already done. Paradox was right! We have to let it happen the way it did the first time.
Past Gwen 2: We can't keep Kevin from mutating?
Gwen Tennyson: No...we can't, (puts hand on Past Gwen 1's forehead and wipes memory) and just to make sure she doesn't try—I'll make her forget everything that happened... (turns her around and walks off with Past Gwen #2) Come on...(walks off) we don't belong here...

Gwen Tennyson: (after fighting Charmcaster and sending her to the ground) Killing me is not cool! (hits Charmcaster with her mana again)

The Secret of Chromastone [3.16][edit]

Kevin Levin: [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 Tennyson: Kevin!
Kevin Levin: What?
Gwen Tennyson: Anger management! Appropriate response!
Kevin Levin: Yeah, ok, no missiles. We're goin' off-road! [takes the shortcut and manages to overtake the truck)]
Ben Tennyson: [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 Levin: Hang in there, hero! We're almost there!
Gwen Tennyson: Look! There it is!
Kevin Levin: [reaches Mr. Smoothies] One mango-blueberry with extra echinacea, stat!
Ben Tennyson: [sits up and sneezes] ... Better make it a double.
Gwen Tennyson: [Seeing that Ben is overacting, like he is going to die] Okay Ben, it's just a common cold.
Ben Tennyson: There's nothing common about this cold, Gwen. It's epic! [blows his nose with his hand]
Gwen Tennyson: (disgusted by Ben's act) You are completely disgusting, use a tissue. [hands him a tissue]
Ben Tennyson: I was gonna wipe my hand on my pants.
Gwen Tennyson: I swear, Ben, you're gonna make all of us sick.
Kevin Levin: (handing the prepared smoothie to Ben in the backseat) Here you go, Tennyson, an old Levin family cure.
Ben Tennyson: Really? Smoothies?
Kevin Levin: Nah, [pours a yellowish-brown color medicine in it] the smoothie is so you'll be able to choke down the real cure. It's bitteroot. [Ben takes a sip] They call it that because-
Ben Tennyson: [makes a vomiting sound and his mouth gets stuck to the straw as he stops drinking] Ugh!
Kevin Levin: Anyway, its good for a cold. Drink up... [Ben mutters something which is not understandable] What?
Gwen Tennyson: He says he can't, his lips are puckered shut.
Kevin Levin: You can understand that? You should be a dentist!

Gwen Tennyson: Ben? Are you okay?
Sugilite: Not Ben.
Diamondhead: He's right. He's Chromastone. I'm Ben.
Gwen Tennyson: How?
Diamondhead: Like I EVER understood how this works.

Diamondhead: I didn't know Chromastone could fly.
Tetrax Shard: He can do far more than that.
[Gwen binds Tetrax]
Gwen Tennyson: Why don't you tell us all about it?
Diamondhead: AFTER we put me back together.

(Diamondhead sneezes out crystal shards)
Kevin Levin: Didn't you hear Gwen? Use a tissue.

Tetrax Shard: That's no shooting star! That's...
[a figure emerges from the smoke]
Ben Tennyson: Vilgax!
Vilgax: Where is my crystal?
Ben Tennyson: Maybe I should have stayed in bed after all.

Ben Tennyson: [Talking about Vilgax] I'll handle him! [Attempts to turn into Way Big, but ends up as Humungousaur]
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 Levin: 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 Tennyson: Uggh, gesundheit!
Kevin Levin: You are so washing that.

Jetray: (as Vilgax chases him) Flying's no fun if everybody can do it.

Jetray: Float like a butterfly, sting like a-huh?
(Vilgax grabs him)
Vilgax: I'll squash you like the insignificant insect you are!

Gwen Tennyson: Do you ever have a plan that doesn't involve crawling around in the sewers?
Kevin Levin: You're welcome. And stop whispering. We're half a mile away from where Vilgax is looking.
Ben Tennyson: Good point. Even with his superhearing, he can't pick us out over all the people talking in the desert [Ben sneezes loudly, with the sound of it echoing down the sewer. Everyone glares at him] Come on. What are the odds that he...
[explosion]

Ben Tennyson: I wonder if I should really be flying with this cold. What if my head explodes?
Kevin Levin: Don't worry. In space, no one can hear you sneeze.

Sugilite: I beg of you, do not do this.
Vilgax: Why not? The crystal is mine. I paid for it. You're nothing but a common thief! (starts attacking Sugilite)
Sugilite: Billions of lives are at stake!
Vilgax: You should be concerned with preserving your own life.

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

Sugilite: But I'm too weak to continue. Ben... please.
[Sugilite gives Ben the crystal]
Kevin Levin: What are you supposed to do?
Ben Tennyson: I don't know.
[activates the Omnitrix]
Diamondhead: But Diamondhead does!

Vilgax: That fool! Using all of the crystal's power just to reassemble a dead world. All this for nothing! [Vilgax flies off]
Ben Tennyson: I'll show you "nothing!" Come back and fight!

Ben Tennyson: Chromastone! You're alive!
Sugilite: Not Chromastone. He is still in your Omnitrix. I am Sugilite, Guardian of Petropia.
Ben Tennyson: I think this belongs to you.
[Gives the crystal to Sugilite]
Sugilite: I am in your debt, as are all Crystalsapiens.
[Everyone cheers for Ben]
Kevin Levin: We're never going to hear the end of this, are we?
Gwen Tennyson: Nope, not ever.

Gwen Tennyson: We don't want to hold you up. You must be anxious to get back to your friends.
Tetrax Shard: I am, but first, I have a score to settle with Vilgax.
Ben Tennyson: Are you sure that's such a great idea? I mean he's pretty much invulnerable.
Tetrax Shard: Maybe. Maybe not.

Tetrax Shard: You did it!
Ben Tennyson: Was there ever any doubt?
Gwen Tennyson: Plenty of doubt over here.

Above and Beyond [3.17][edit]

Alan Albright: Helen? Anything?
Helen Wheels: Nothing.
Manny Armstrong: I'm sick and tired of waiting around. Let's go out and find some action!
Pierce Wheels: No way, Manny. The Wrench told us to wait here.
Manny Armstrong: So what?
Pierce Wheels: So when he's not here, I'm in charge. You wanna go on a field trip? First, you have to get by me.
Manny Armstrong: Sounds like almost ten seconds of pure entertainment!

Ben Tennyson: You can run, but you can't hide!

Humungousaur: Are the little Plumbers' Helpers spying on me? Stay out of this! If you get involved, I promise, Grandpa Max isn't the only one who's gonna get hurt!

Pierce Wheels: [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 Wheels: 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!

Manny Armstrong: Who needs help? It's four against one.
Alan Albright: It's four against Ben. He taught us practically everything we know.

Manny Armstrong: I know you're in here. Come out and show yourself! The others might be afraid, but I'm not scared of you!
Ben Tennyson: That's because the others are smarter than you.

Manny Armstrong: My Blasters!
Ben Tennyson: You don't need them to take on little old me...
Manny Armstrong: You got that right!
Ben Tennyson: Too bad you're not fighting just little old me [Transforms into Rath]
Rath: RATH!
Manny Armstrong: I always wanted a piece of you anyway.
Rath: LEMME TELL YA SOMETHIN', MANNY ARMSTRONG!!! YOU WANNA PIECE OF RATH?!!! YOU GOT A PIECE!!! BUT YOU JUST BIT OFF AN EYE BIGGER THAN YOUR STOMACH CAN CHEW!!!!!
Manny Armstrong: That made no sense!
Rath: [Angry] ... I know!!!
Manny Armstrong: 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!
Rath: THEN LEMME SHOW YA, PIPSQUEAK!!! [Starts using wrestling moves against Manny] POLARIS PILEDRIVER!! ANTARIAN ARM BAR!! OPHIUCHUS FACE-PLANT!! SIRIUS BUTT-KICKING!!
Manny Armstrong: So, is that "Sirius" like the star, or "serious" like important?
Rath: Like the star!
Manny Armstrong: Just... checking. [passes out]
Rath: So are you scared yet?!

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

Ben Tennyson: Where are the others, Alan?
Alan Albright: [nervously] Uh, I'm not sure.
Ben Tennyson: That's too bad. You shoulda stayed with THEM.

Manny Armstrong: (to Helen) You know why I like you? Because you're not totally useless.
Helen Wheels: You're gonna spoil me with all the sweet talk.

Manny Armstrong: I had him. I had him and he got away!
Pierce Wheels: No. WE had him. Don't you see? Separately we're no match for him, but together... together we sent him running.

Ben Tennyson: I've been three steps ahead of you all day. I've outflanked you, I've outpowered you, and I haven't even been trying. This satellite is a dangerous place. I told you kids not to come here.

Helen Wheels: I can't believe we won.
Alan Albright: I can't believe we just blew Ben Tennyson into outer space.

Helen Wheels: Flight path? There's no flying involved. The satellite's gonna crash and there's no way to stop it.
Pierce Wheels: I can think of one way. We blow up the satellite before it can crash.

Manny Armstrong: [about the self-destruct device] I'll set it to blow up and meet you guys on our ship in a couple of minutes.
Helen Wheels: Manny...
Manny Armstrong: Our ship that we... blew out the airlock. I don't like where THIS is going.
Alan Albright: But there's no other way.
Pierce Wheels: Sacrifice ourselves and save millions of lives.
Helen Wheels: It's worth it.
Alan Albright: We wanted to be Plumbers. This is what Plumbers do.

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

Vendetta [3.18][edit]

Rath: You tin cans want to tangle with Rath? Come on! Let's do it! There'e enough of me for the lot of ya!
Forever Knight: Wait. New plan. Run away! RUN AWAY!
[the Forever Knights run away but find Kevin blocking their path]
Kevin Levin: Bad idea.
[the knights run away again and find Gwen]
Gwen Tennyson: Lady or the tiger, boys. Your choice. Okay, not really.

Gwen Tennyson: So that garage your friend lets you use...
Kevin Levin: It's at my mom's place. What? You think I live in a tent in the woods?
Ben Tennyson: Either there or in some cool underground cave.

Gwen Tennyson: If I give you the answers, you'll never learn anything.
Ben Tennyson: Hey, I thought no child was supposed to be left behind.
Kevin Levin: If you don't pass trig, I'm pretty sure that's not true.

Grandpa Max: Ben, Gwen! Well, this is a pleasant surprise. You kids interested in one of my famous wombat omelets?
Gwen Tennyson: Maybe later.

Ragnarok: You're an Osmosian, yes? Who are you?
Kevin Levin: [to Ragnarok] My name is Kevin Ethan Levin. You killed my father. Prepare to die.

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

Gwen Tennyson: We're your friends, Kevin. We're not letting you go through this alone.
Ben Tennyson: We're gonna help you capture this creep if it's the last thing we do.
Kevin Levin: Right. Capture.

Kevin Levin: We'll split up and search. You go port, I'll go starboard.
Ben Tennyson: Hey! Who died and made you boss?
Kevin Levin: If you got a problem with it, you!

Kevin Levin: There's nowhere you can hide from me!
Ragnarok: I'm about to extinguish your sun, Levin. Your world will die. We shall not meet again.

Ragnarok: [as Kevin smashes some equipment] Stop! You don't know what you're doing!
Kevin Levin: I know exactly what I'm doing. I'm saving the Earth and avenging my dad!

Ragnarok: Please, take my hand. Save me.
Kevin Levin: Save you? You killed my dad, remember?
Ragnarok: Yes. Your father. He was a Plumber, an honorable man. He would never let anyone die if he could help it. Please! For your father.
[Kevin removes the key from Ragnarok's head]
Ragnarok: No!
Kevin Levin: For my father.

Gwen Tennyson: 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 Tennyson: Kevin? Come on. He talks all tough, but he would never-
Kevin Levin: 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 Tennyson: 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 Tennyson: It's an escape pod.
Ben Tennyson: This isn't funny, Levin. Let us out!
Kevin Levin: Just remember, Tennyson, I asked you to stay out of this. [launches the escape pod]
Gwen Tennyson: Oh, Kevin, what have you done?
Ben Tennyson: There's got to be a way for us to get back.
Gwen Tennyson: It's on auto pilot to Earth. No controls. No space suits. Kevin is on his own.
Ben Tennyson: [angry] Just like he planned it.

Devin Levin: Max! He's getting closer!
Grandpa Max: Ship won't go any faster, Devin!
Devin Levin: Have you tried flapping your arms?

Ragnarok: Enough games. Where is my key?
Devin Levin: Have you tried checking under the couch?

Ragnarok: How noble - willing to sacrifice yourself for your principles - but will you be quite so cavalier with the life of your partner?
Devin Levin: No!
Grandpa Max: Don't worry about me, Devin. If the choice is me or the solar system, it's no choice at all.
Ragnarok: Last chance - my key or your friend. Which will it be?
Devin Levin: You'll get nothing from me!
Ragnarok: Your friend it is, then.

Devin Levin: Ragnarok?
Grandpa Max: In the Null Void, where he belongs. You just, rest easy. You're gonna be okay.
Devin Levin: (groans) We both know that's not true pal. Still... it's not a bad way to go. Saving the world.
Grandpa Max: Devin, no, no stay with me!
Devin Levin: I'll always be with you, Max. You tell my wife and son I love them. [he then dies]
Grandpa Max: I will old friend. You have my word. I promise they'll be proud.
[End of flashback]
Grandpa Max: We tried to find Ragnarok’s ship. But it disappeared when he was sucked into the Null Void.
Ben Tennyson: But what does Kevin want with him?
Grandpa Max: My partner's name was Devin Levin. Ragnarok is the monster who murdered Kevin's father.

Ragnarok: You again? I should have eliminated you when I had the chance!
Kevin Levin: Your mistake.

Kevin Levin: Hey, I'm a survivor, remember? Guess I got it from my dad, like saving the world.
Ben Tennyson: And Ragnarok?
Kevin Levin: Didn't make it.

The Final Battle[edit]

Part 1 [3.19][edit]

Myaxx: We have security vids of the robbery. We know who has it.
Azmuth: [as he's watching the video] No. Not him. Anyone but him.

[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]

Vilgax: Every time Tennyson's beaten either of us, it's been with the help of his friends, but this time we strip them away from him, then attack him together.
Albedo: And take his Omnitrix, which you claim you no longer desire.
Vilgax: It's yours, Albedo. I want to see Ben Tennyson defeated before me, alive only long enough to witness me conquering his pitful backwater planet. Keep the watch! I want this world... and Tennyson's head!

Kraab: You would hunt the hunter? You forget your place. You are prey.

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

Gwen Tennyson: That thing on your arm.
Ben Tennyson: I know. Pretty smart, huh? With this, I can't change to anything.
Gwen Tennyson: You should be more careful.
Ben Tennyson: What for? I always win anyway.
Gwen Tennyson: Nice attitude.
Ben Tennyson: Hey, my overconfidence is one of my most endearing qualities.
Gwen Tennyson: No, it really isn't.

Kevin Levin: Everything's fine. I can fly this thing.
Gwen Tennyson: When you said everything's fine, you knew we were headed for an asteroid field right?
Kevin Levin: I did not know that.

Kevin Levin: I don't watch a lot of television.
Ben Tennyson: This isn't the best one to start with. It's not "Sumo Slammers Classic", it's "Sumo Slammers: Hero Generation".
Kevin Levin: Yeah, I don't really care.
Ben Tennyson: 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 Levin: Aha...
Ben Tennyson: Anyway, there's only five more of these before they cycle back to the original show. You'll see, it's way better.
Kevin Levin: [reaching his limit] Yeah. I gotta go.
Ben Tennyson: Where?
Kevin Levin: I don't know. Somewhere.

Vilgax: What took you so long? Surely it wasn't difficult to defeat Levin.
Albedo: I stopped for chili fries. I've acquired a human weakness for the delicacy.

Grandpa Max: Ah, there's nothin' like a fresh batch of deep-fried octopus eyes.

Ben Tennyson: Grandpa?
Grandpa Max: We've got trouble, Ben. It's your evil twin. He...
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 Tennyson: Albedo, let them go, or-
Grandpa Max: Easy, Ben. He wants you angry.
Ben Tennyson: Then today's his lucky day!

Grandpa Max: Don't be overconfident, Ben. We'll call some of the Plumber kids back to Earth, put a plan together, go up against him in force. Right, Ben? [looks around] Ben? [realizes Ben has left] Nah. It's only cool when I do it.

Ben Tennyson: I know it's a trap. I'm not just walking in there.
(Albedo walks out)
Albedo: Then I'll come out. And you're right, it is a trap.
(Albedo activates the Ultimatrix and transforms into Negative Humungousaur)
Ben Tennyson: I see you got your knock-off Omnitrix working again.
(Ben transforms into Humungousaur)
Humungousaur: Humungousaur!
Negative Humungousaur: It's not a knock-off. It's the Ultimatrix, and it's a definite improvement over the original. Wanna see?
(He turns the Ultimatrix symbol and it pops out)
Negative Humungousaur: Not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate Form.
[Negative Humungousaur slaps the Ultimatrix symbol, and transforms into Ultimate Humungousaur]
Negative Ultimate Humungousaur: Meet... Ultimate Humungousaur!
Humungousaur: I've beaten much bigger guys that you before!
Negative Ultimate Humungosaur: Really, when?
Humungousaur: For starters... how about now! [charges toward Negative Ultimate Humungousaur]

Vilgax: Here's what's going to happen, Ben Tennyson: you're going to give me the Omnitrix... or I'm going to kill your friends.
Kevin Levin: Don't listen to him! He's just a big green blowhard! (Vilgax squeezes him harder as he screams)
Vilgax: What's it going to be, Tennyson?
Humungousaur: Okay, stop.
Kevin Levin: (begging) Don't do it, Ben.
Humungousaur: Omnitrix, voice-command mode.
Omnitrix: This mode is locked and not available.
Humungousaur: Command function override. Code 10.
Omnitrix: Override accepted.
Humungousaur: Decouple Omntirix. Command code -- 0-0-0. Release coupling. 0.
Omnitrix: Command accepted. Omnitrix decoupled.
(The Omnitrix decouples from Ben)
Vilgax: Give it to me.
(Ben gives Vilgax the Omnitrix and takes it; Vilgax raises the Omnitrix in his hand in the air and laughs evilly)
[To be continued...]

Part 2 [3.20][edit]

Vilgax: I'm about to conquer this planet. It doesn't matter where they've run. There's no place safe to hide.
Negative Ultimate Humungousaur: You're right. And our alliance has served its purpose.
Vilgax: Hmm?
Negative Ultimate Humungousaur: Our agreement? Once you give me Tennyson's Omnitrix, I can free myself from that hideous human form.
Vilgax: There's been a change in plans. I'm keeping the Omnitrix.
Negative Ultimate Humungousaur: Why are you doing this, Vilgax? We had a deal. You don't even need the Omnitrix's power.
Vilgax: True. I don't, but my army DOES. My bioids are synthetic soldiers with blank DNA, all synced to the Omnitrix.
[Vilgax activates the Omnitrix]
Biod Humungousaurs: Humungousaur! Humungousaur! Humungousaur! Humungousaur!

Kevin Levin: [watching Albedo being defeated by Vilgax's army] Bad day to be him.
Ben Tennyson: Worse day to be me.

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 Levin: "Juvenile"? I'm gonna be eighteen a year from next Tuesday!
Gwen Tennyson: Your birthday's next week and you didn't even tell me?
Kevin Levin: It's no big deal.
Gwen Tennyson: 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 Tennyson: I think that's the longest I've been around you without hearing a death threat!

Vilgax: You've won so many battles, but the war is mine. Bow down before me.
Ben Tennyson: You've got the Omnitrix, Vilgax. Don't press your luck!
Vilgax: Still defiant. Why? I have beaten you, Ben Tennyson. You have nothing.
Grandpa Max: He's got friends!

Kevin Levin: What's the plan, Tennyson?
Ben Tennyson: Plan? Haven't you been paying attention? It's hopeless. Vilgax has an army with all of my powers. I lost the Omnitrix!
Kevin Levin: But you still have your whiny voice.
Ben Tennyson: Stop this thing, Grandpa. STOP IT!
[Ben runs out the RV]

Grandpa Max: Let Ben have some time. He just needs to be alone for a while.
Gwen Tennyson: Grandpa, that's the last thing he needs right now.

[It's raining and Gwen offers Ben his jacket]
Ben Tennyson: I don't deserve that. It belongs to a hero.

Gwen Tennyson: We're depending on you, Ben. The whole world is, and I know you'll come through.

Ben Tennyson: Azmuth, help me! Please! Just so I can help them.
Azmuth: (appears) You are a fool.
Ben Tennyson: You don't hear me arguing.

Azmuth: The Omnitrix wasn't intended for you. It was intended for your grandfather, the greatest Plumber in the Milky Way Galaxy.
Ben Tennyson: But I found it.
Azmuth: An accident. Unfortunately, your DNA signature was close enough to Max's that it allowed you to put it on.
Ben Tennyson: Why didn't you take it from me?
Azmuth: I intended to, but your grandfather convinced me you were a better choice. He said you had the seeds of greatness.

Vilgax: It's going to be glorious, Albedo.
Albedo: Pardon me for not breaking into applause.
Vilgax: Of all the worlds I've conquered, this one will be the sweetest.
(the good guys teleport in)
Grandpa Max: There's an old Earth expression about not counting your chickens before they're hatched!

Vilgax: You're going to try a Hero's Challenge, fight me one-on-one for the Earth, somehow trick me into giving up the Omnitrix so you can save the day?
Ben Tennyson: Nope. You're going to give the Omnitrix of your own free will.
Vilgax: Why would I do that?
Ben Tennyson: So you don't blow up.

Ben Tennyson: Omnitrix, command function override, code ten.
Omnitrix: Override accepted. Voice command activated.
Vilgax: What are you...?
Ben Tennyson: Omnitrix, self-destruct in 30 seconds, command code 0-0-0, destruct, 0.
Omnitrix: Destruct sequence completed and engaged. Detonation in T minus thirty seconds.
Vilgax: If the Omnitrix self-destructs, it will destroy the entire universe.
Ben Tennyson: It would if I let the charge build up for a few days, but I'm only giving it 30 seconds.
Omnitrix: Detonation in T minus 20 seconds.
Ben Tennyson: My bad. 20 seconds. Take off the Omnitrix or it's gonna blow!
Vilgax: You're bluffing. (makes the Bioids transform into Swampfire)
Bioid Swampfires: SWAMPFIRE! (marches towards Ben)
Vilgax: Destroy him! (the Bioids prepare to attack)
Omnitrix: Detonation in T minus 10 seconds. (the Bioids look at the Omnitrix as it continues counting down) 5, 4, 3, 2, 1... (Self-destructs, sending Vilgax flying into a wall)
Kevin Levin: (as Ben runs towards Vilgax, puts his hands on the sides of his head) Aaaaaaaaahhhhh!!!... (falls to the ground)
Gwen Tennyson: Kevin!
(as Gwen and Grandpa Max crouch down next to Kevin, Ben runs to Vilgax and picks up the remains of the Omnitrix)

Kevin Levin: I've got a headache like you wouldn't belie- (Ben, Max, and Gwen smile at him) What?
Gwen Tennyson: You're human again. (Kevin looks at himself)
Grandpa Max: It must've been the Omnitrix that was keeping you in that form. Once it was destroyed...
Kevin Levin: I'm normal?
Gwen Tennyson: Let me show you... (they kiss)
(Grandpa Max smiles)
Ben Tennyson: It was a nice little moment. Why'd they have to do that?
Gwen Tennyson: Victory kiss.
Vilgax: Premature. You haven't yet won.

Vilgax: No! I won't lose to you children! Not again!

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

Grandpa Max: What did you do?
Vilgax: I can't conquer the Earth today, but I CAN punish you. The ship is locked on collision course - with Bellwood.

Gwen Tennyson: (looks at Swampfire) Green eyes? Ben?
Vilgax: Tennyson!
Swampfire: Miss me?

Swampfire: You and Grandpa get to the Control Room and turn this ship around. I'm gonna need some help, Kevin. Got my back?
Kevin Levin: We got each other's.

[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: Ultimate Swampfire!! [Vilgax charges at him, but he blasts Vilgax back] What're ya sayin', Vilgy? Round 2?

Vilgax: Your bravery is obvious, but I do question your intelligence.

Grandpa Max: We're going too fast to turn around but we can angle away from the city and ditch in the ocean!
Gwen Tennyson: Where's the ocean?
Grandpa Max: Aim at the blue part!

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.
Vilgax: Joke while you can. Now you face the true form of Vilgax!

Gwen Tennyson: What happened to Vilgax?
Ben Tennyson: I didn't see him get out, but he's survived worse.
Kevin Levin: He could come back.
Ben Tennyson: If he ever does, it's hero time.

External links[edit]

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