Ben 10: Ultimate Alien

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


Season 1[edit]

Fame [1.01][edit]

[opening lines]
Jimmy Jones: The aliens are already among us, strange creatures with unbelievable powers. Aliens are real, but that isn't the amazing part. This is: All of the creatures you've just seen are actually alter egos of one man. His name... is Ben Tennyson.
Kevin Levin: [smirking] You are so busted.

Gwen Tennyson: Every channel, Ben, all weekend, nothing but you wrecking things - and they know who you are.
Ben Tennyson: Nobody cares if I'm a superhero!
Kevin Levin: Super menace.

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

Julie Yamamoto: It's too nice a day to sit inside watching TV. Why don't we go for a drive in your new car? That always cheers you up.
Ben Tennyson: I don't need cheering up. I'm not upset.
Julie Yamamoto: Why not? Everybody hates you.

Ben Tennyson: Maybe I can do more good as a public superhero than I did in secret. Sure, most people think I'm a menace now.
Julie Yamamoto: Only 26% of adult viewers think you're a menace.
Ben Tennyson: See? That's not bad.
Julie Yamamoto: 74% think you're a threat.
Ben Tennyson: Well, my point is, once people get to know me, I can win them over.
Julie Yamamoto: That hasn't been my experience.

Ben Tennyson: Road trip?
Gwen Tennyson: We can borrow Ship from Julie.
Kevin Levin: Don't have to. We'll take the Rustbucket.
Ben Tennyson: You want to drive all the way to Florida?
Kevin Levin: Not that Rustbucket. The new one.

(Talking about the Rustbucket)
Ben Tennyson: Specs?
Kevin Levin: Supersonic in atmosphere. Subspace, hyperdrive for effective FTL. Bonus gizmos I've acquired here and there.
Ben Tennyson: Sweet. This is going to be the coolest thing I ever crashed!
Gwen Tennyson: (Looks at a computer screen) Extranet access! We can use our Plumbers' badges to access any database on Earth. Even secure ones!
Ben Tennyson: Boring! (Turns to Kevin) Make it go!

Kevin Levin: Sometimes I think the only reason why you guys used to hang with me was because I was the only one who could drive.
Ben Tennyson: Maybe at first...
Gwen Tennyson: Ben!

Gwen Tennyson: We know you were trying to help, but by revealing Ben's secret, uh, you've made it harder for him to help people.
Jimmy Jones: I'm sorry. I thought you'd like the fame. You know, all the attention and money.
Ben Tennyson: Attention?
Kevin Levin: Money?

Jimmy Jones: I've got pictures of a lot of your alien forms- Humungousaur, Goop, Jeffrey...
Ben Tennyson: Jeffrey?! You thought I named one of my aliens Jeffrey? It's Jetray!
Jimmy Jones: Hm, that does make more sense...

Gwen Tennyson: Kevin! Those guys are on our side! You can't shoot at them!
Kevin Levin: No harm done. He ejected, and his parachute is only a little on fire.

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

Colonel Rozum: Even though The Plumbers are secret, every government on Earth recognizes your authority in these matters.

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

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

Gwen Tennyson: According to this, they're building a starship.
Kevin Levin: About time. Earth technology is so primitive, I’m embarrassed to tell my friends I'm from here.

Ben Tennyson: Hey! Seafood salad. Over here! [Ben swings down and attacks Bivalvan, and gets batted away] That worked a lot better in my head.

(After the Ultimatrix has finished scanning his DNA)
Bivalvan: What did you do?
Ben Tennyson: Oh, now you want to talk? (Activates the Ultimatrix and transforms into Chromastone)
Chromastone: Chromastone! I wasn't even sure I still had this one.

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

(after Ultimate Spidermonkey defeats Bivalvan)
Ultimate Spidermonkey: (realizes) The bomb!
(the bomb's timer stops ticking at 10 seconds)
Kevin Levin: Got it! With ten seconds to spare.
Ultimate Spidermonkey: You did that on purpose!

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

Kevin Levin: Dude, you are not gonna cry.
Gwen Tennyson: Stop being mean Kevin. Seriously.
Kevin Levin: Whatever.

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

(Julie sees Ben standing in front of the high school entrance)
Julie Yamamoto: You have to go in sometime.
Ben Tennyson: I could drop out.
Julie Yamamoto: Last night, you were two feet from an atomic bomb. You can't be scared of your classmates.
Ben Tennyson: Everybody knows my secret, Julie. And if they've been watching the news, everybody hates me.
(Julie kisses Ben on the cheek)
Julie Yamamoto: Not everybody.

J.T.: [to Ben] You've helped a lot of people in this school. You're all right, Tennyson.

Duped [1.02][edit]

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

Forever Knight #1: We attempted to show initiative, King Urian.
King Urian: And by doing so, you revealed our intentions to our enemies AND lost our sole remaining plasma-beam tank.
Forever Knight #2: We didn't lose it, sire. It's right outside the museum. Ben Tennyson tore it into tiny pieces but...
Forever Knight #1: We know EXACTLY where... [chuckles slightly] Actually, it's almost funny when you think about it.

Ben Tennyson: Nice game, Julie.
Julie Yamamoto: How would you know? (walks away)
Ben Tennyson: What? What did I say?
Gwen Tennyson: It's what you did, Ben. You were late, and when you finally show up, you made a big entrance and completely blew her concentration.
Ben Tennyson: I can't help if I'm famous, right? (waves to the crowd; Gwen glares at him) I'm sorry. It won't happen again.
Gwen Tennyson: It better not. The finals are in three hours. That should be enough time for you to figure out how to make this up to her.
Ben Tennyson: (to Kevin) Any suggestions?
Kevin Levin: Yeah, there's a plan - ask me for girlfriend advice.

Ben Tennyson: (Running to Gwen with Kevin behind him) Come on, Gwen, wait up! (Gets to Gwen, who turns around, and stops running) Okay, so I was a little late. I was kinda busy!
Gwen Tennyson: (Talking about Julie) And this tournament is important to her!
Kevin Levin: If we're doing important, maybe we could figure out why the Forever Knights are trying to bust into that museum.
Gwen Tennyson: Forever Knights? Like that's a big riddle. They're trying to steal some piece of alien technology so they can slay dragons, or take over the world, or something.
Kevin Levin: So now we ignore them while they try and take over the world?
Gwen Tennyson: They're always taking over the world. This is Julie's first professional tournament. We should be supporting her. She should be center of attention, especially from Ben. "[looks at Ben, who is using his smartphone]" What are you doing?
Ben Tennyson: I was thinking that while we were waiting around, I could go and catch Sumo Slammers the Movie.
Kevin Levin: You're either the bravest man alive, or the dumbest.
Ben Tennyson: [confused] What?
Kevin Levin: Okay, the dumbest.
Ben Tennyson: It's opening today! And there's a 2pm show just a few blocks-! (Gwen puts his hand over his mouth)
Gwen Tennyson: No.
Ben Tennyson: (Moves Gwen's hand away from his mouth) But it's Sumo Slammers! In 3D!
Gwen Tennyson: Ben...
Ben Tennyson: It's their first live action movie! Everybody knows live action's better than cartoons!
Gwen Tennyson: Benjamin Kirby Tennyson! Don't even think about it! You can't be in two places at once! (Walks off, Kevin shakes his head at Ben, then walks off as well)
Ben Tennyson: (Stands still for a moment, then thinks of a plan) Or maybe I can...

[to be in three places at once, Ben transforms into Echo Echo then switches the Ultimatrix to "human]
Ben Tennyson: I didn't really think that was going to work.
Sensitive Ben Tennyson: Why not? You're a smart guy. You don't give yourself enough credit for that.
Arrogant Ben Tennyson: I don't know. I think you're kind of a dope.
Ben Tennyson: Yeah? Well, THIS dope's going to see "Sumo Slammer."
Sensitive Ben Tennyson: You work hard. You deserve to treat yourself every now and then. Tell you what, I'll go with Kevin and keep an eye out for those Forever Knights.
Ben Tennyson: Perfect. And YOU...
[They catch Ben #3 admiring himself in the mirror]
Arrogant Ben Tennyson: What?
Sensitive Ben Tennyson: We were thinking you could go watch Julie play in the tournament. After all, she's always so nice to us. It's only right that we...
Arrogant Ben Tennyson: Yeah, fine, whatevs.

Sensitive Ben Tennyson: Hello, Kevin. Hope I didn't keep you waiting.
Kevin Levin: Didn't I just see you with Gwen?
Sensitive Ben Tennyson: I guess so. Didn't you want to go investigate the Forever Knights robbery?
Kevin Levin: Yeah, but Gwen's pretty mad at you. You better...
Sensitive Ben Tennyson: Gwen might SEEM inflexible, but her heart is as big as all outdoors. She'll forgive my transgression.
Kevin Levin: Gwen will forgive you? Gwen Tennyson?
Sensitive Ben Tennyson: This mission's important to you, and you're important to me, my good friend. Let's go.
Kevin Levin: [to himself] Somethin's definitely wrong here, but so far it's workin' out for me.

Sensitive Ben Tennyson: I'm just thinking about how long we've known each other.
Kevin Levin: Why?
Sensitive Ben Tennyson: Because I don't think we've ever honestly talked about our feelings, about how we're friends now, but we were enemies - which is understandable, what with you being criminally insane back then and all.
Kevin Levin: I talk about my feelings all the time, like when I'm mad or hungry or when I have to go to the bathroom.

Arrogant Ben Tennyson: Head's up! One side! Hero stuff to do!

Gwen Tennyson: Where have you been? Julie's match is about to start.
Arrogant Ben Tennyson: I'm here. Why don't you put a sock in it?
Gwen Tennyson: Whoa. What's with all the attitude?
Arrogant Ben Tennyson: A Ben classic. Miss me?

Arrogant Ben Tennyson: Go Julie! WHOO HOO! Julie Yamamoto is number 1, baby! HOO! HOO! HOO!
(Gwen pulls Ben down)
Arrogant Ben Tennyson: What?
Gwen Tennyson: You're embarrassing her!
Arrogant Ben Tennyson: She loves the attention.
Gwen Tennyson: No, she doesn't.
(Julie looks down)
Arrogant Ben Tennyson: My bad...
(Gwen looks back at the match)
Arrogant Ben Tennyson: (yelling to Julie's tennis opponent) Hey, other girl! You're a terrible tennis player and my girlfriend's gonna kick your butt!
(silence, then the crowd starts yelling)
Referee: What's happening up there!
Julie Yamamoto: Uh, that's my... boyfriend.
Referee: (sarcastically) You must be very proud.

Arrogant Ben Tennyson: Come on, it's just a dumb old tennis game! Besides, she was supposed to lose, anyway! Heh. Sound really carries in here.

Reporter: Ben, any comment on Will Harangue's editorials? He says you're a menace!
Arrogant Ben Tennyson: Yeah? I say TV's a dead medium. (reporter looks disappointed/miserable) Sorry man, you know it's true!
Girl: I'm your biggest fan!
Arrogant Ben Tennyson: Hey, that makes 2 of us.
Girl: Is that really your girlfriend on the court?
Arrogant Ben Tennyson: Hey, things cha-- (Gwen hits him with a magic beam) Ow! What? I'm just having fun.

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

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

Sensitive Humungousaur: Can you tell which way they're coming from?
Kevin Levin: [as the ground suddenly cracks beneath their feet] Yes.

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

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

(Sensitive Humungousaur starts to follow Kevin and hits his head on a pole) (transforms back into Ben)
Sensitive Ben Tennyson: (rubbing his head) Ow!!!!
Kevin Levin: When did you become such a baby?! (walks off)
Sensitive Ben Tennyson: Well, it hurt! (whining)

King Urian: It's mine! After all this time, it's mine!
Sensitive Ben Tennyson: Excuse me, sir, but the signs clearly say "Do Not Touch the Exhibits."
Kevin Levin: Signs? That's the best you got? Where's the usual smack talk? First we crack on the bad guys, then we trash 'em. It's what we do.
Sensitive Ben Tennyson: That's bad sportsmanship. We should respect the ego space of our opponents. Villains are people, too.

King Urian: This is Toltech battle armor, a little parting gift left with the Aztecs by a race of aliens.
Sensitive Ben: There were aliens in Central America?
Kevin Levin: They came for the scenery, but they stayed for the chocolate.

King Urian: (to the Bens) Three of you? The more, the bloodier!

Ben Tennyson: Where's the other us?
Arrogant Ben Tennyson: What am I, a GPS?

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

Ben Tennyson: (after obliterating the Forever Knight's armor into pieces) Rest in pieces!

Kevin Levin: Every time. (faints)

Ben Tennyson: I'm glad you won your tournament, Julie.
Julie Yamamoto: (sarcastically) Yeah, thanks.
Gwen Tennyson: You should have been there, and by that I mean you should have been there.
Ben Tennyson: Ok, Gwen. (scowls)
Julie Yamamoto: Ben, I know you were off fighting bad guys. I was upset. But, I guess that's a deal when you decide to date a superhero.
Ben Tennyson: (trying to please and calm down Julie) Julie, I promise, I'll make it up to you. Whatever you want to do, I'm there, just name it.
Julie Yamamoto: (calmed and pleased, ready to give Ben another chance) Well, maybe we can go see Sumo Slammers: The Movie together.
Ben Tennyson: Actually, I, uh... already saw it.
Julie Yamamoto: When...?
Ben Tennyson: Uh...during your match...?
Julie Yamamoto: Well, that's just... oh! (furiously storms off)
Gwen Tennyson: Nice. (storms off after Julie)
Kevin Levin: Man, you are so insensitive. (walks out too, leaving Ben alone in the stadium to repent on what he did)

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

Grandpa Max: It's nine down. Who knows how many more to go? I've gotta find some way to stop this insanity before it's too late!


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

Gwen Tennyson: This isn't right. There's supposed to be rules. Family is off limits.
Kevin Levin: If that's how they want to play it, fine. One of those creeps comes after our families, we put 'em down - permanently.
Gwen Tennyson: Meaning what?
Kevin Levin: You know exactly what I mean.

Gwen Tennyson: Kevin, we're here to rescue my aunt, not to take the law into our own hands. Got it?
Kevin Levin: Unfortunately, yeah. We'll do this your way.

Vulkanus: He said he was gonna be here.
Charmcaster: Well, he's not. And I don't know about you, Vulkanus, but I don't wait around for anybody.

Zombozo: [To Charmcaster, while carrying a dirty shovel] My apologies, Charmcaster. I'm usually quite punctual, but I got a bit caught up in my work. Good help is so hard to find - particularly if you carefully bury the remains.

Kevin Levin: Cut her some slack. She feels bad enough.
Ben Tennyson: It's not your mother they kidnapped!
Kevin Levin: If it was, I wouldn't stand here blaming people, I'd go and get her back!
Ben Tennyson: I'm sorry, Gwen.

Zombozo: [referring to a sledgehammer] Mine's bigger than yours.
Kevin Levin: Hey, clown, laugh this one off!

Gwen Tennyson: Yes. You used to be afraid of clowns. Don't you remember?
Ben Tennyson: Huh? Doesn't ring a bell. We fight a lot of people.
Kevin Levin: Scared of clowns. Priceless.

Ben Tennyson: We should split up. We can cover more ground that way.
Gwen Tennyson: Really? Split up so they can take us out one at a time? Great plan.
Ben Tennyson: Whoever finds them first, calls the rest of us. No heroics.
Kevin Levin: Never crossed my mind.

Ben Tennyson: (to Vulkanus) Tell it to...(changes into Swampfire)
Swampfire: ...Swampfire!

Kevin Levin: Used to love carnival rides. Now they just make me sick.
Charmcaster: You have precisely the same effect on me.

Charmcaster: I've waited a long time for a rematch, Gwen.
Gwen Tennyson: Careful what you wish for.

Zombozo: Ladies and gentlemen, and victims of all ages, welcome to the final act. I promise it'll be a killer! (chuckles evilly)

Zombozo: Scared?
Gwen Tennyson: Do your worst.
Zombozo: Not that I need your permission, but that's exactly what I had in mind.

Gwen Tennyson: You'd hit a girl?
Zombozo: Have we met?

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

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

(Gwen struggling)
Zombozo: Oh Gwenny Gwenny Gwenny Gwenny! You're wasting your strength! My streamers are like steel! So many ways to finish you. What to do, ooh what to do?
Gwen Tennyson: Woah! (Eyes open glowing pink, and Gwen breaks out of streamers)
Zombozo: How did you-?
Gwen Tennyson: [Very angry] You have no idea who you're dealing with!
Zombozo: We've seen what your cousin can do.
Gwen Tennyson: I'm not talking about him! I want you to listen to me then pass the word to EVERY lowlife you know. If you want to come after Ben or Kevin or me, fine! That's the life we chose! I'm talking to you! Look at me! [transforms into her Anodite form] Look at me!! As of right now, the Tennyson family is off-limits!! If any of you ever attacks one of our loved ones or hurts one of our loved ones or even BUMPS into someone we love in the street, THIS is what awaits you!!! [Zombozo screams off-screen]

Gwen Tennyson: (eating cotton candy) (to Sandra) You're sure you don't want any?
Sandra Tennyson: Thank you dear but processed sugar is poison.
(Ben and Kevin show up crashing through a wall)
Gwen Tennyson: Hey guys!
Ben Tennyson: Gwen, Mom! Are you alright?
Sandra Tennyson: I'm fine dear just a little concerned about Gwen's diet.
Kevin Levin: Where's Zombozo?
Gwen Tennyson: (was about to take a bite on her cotton candy but stops) You don't have to worry about him anymore, we came to an understanding.

Video Games [1.04][edit]

Ssserpent: Who are you to challenge the might of Ssserpent?
Ben Tennyson: I'm a deputized agent of the Plumbers. You're breaking your parole.
Ssserpent: And you think you possessss the power to ssstop me?
Ben Tennyson: Yep, I kinda do. (transforms into Fourarms) Four Arms! Whoa, didn't even know that was still in there!
Ssserpent: You will be my evening sssnack. (Lashes out with his arms)
Fourarms: (grabs Ssserpent's hand) Nope. (grabs Ssserpent's other hand) Strike 2.
Ssserpent: (Struggles to get free, then gives up) We appear to be in ssssomething of a sssstandoff...
Fourarms: I don't really see it that way! [Uses his 2 other arms to smash Serpent between two cars]
Ssserpent: [battered] I'd like to go home now, pleassse.
(Fourarms changes back into Ben)

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

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

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

Kevin Levin: (while Ben shows his moves for the video game) It's like a big, nerdy traffic accident. I shouldn't look, but I can't turn away.

Gwen Tennyson: [after making a sudden turn] Sorry.
Mr. Webb: No-no. That was good. You signaled before you dodged the... laser.

(Gwen jumps over a bridge with Spidermonkey on the roof)
Spidermonkey: [in regards to the Stalker] Maybe it can stop Spidermonkey, but it won't stop Chromastone. [transforms into Swampfire]
Swampfire: SWAMPFIRE... wasn't who I was going for. I can still make this work.

Oliver Thompson: Uh, Miss Tennyson, I need a ride back to the DMV.
Gwen Tennyson: I'll take you back as soon as I...
Oliver Thompson: Not from you! I just want to borrow your phone so I can call a cab.

Nanomech: Nanomech! Um... now what?
[Gwen hands Kevin a straw. Kevin groans]
Kevin Levin: Ben cooties.
Gwen Tennyson: Do it!

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

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

Ben Tennyson: First round of smoothies on me.
Kevin Levin: Yeah, you can pay for it with the video game money you're not getting.
Ben Tennyson: Oh, that's right.

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

Escape from Aggregor [1.05][edit]

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

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

Dr. Animo: [after the Yeti destroys his headband] I'm still paying for that!

Gwen Tennyson: Attention, Plumbers. Pick up in Sector 7 G.
Plumber: Roger that, Gwen Tennyson. We're already on our way, but why are you guys even out there? All the REAL alien action is going on back in your own hometown, right in downtown Bellwood.

Kevin Levin: (After Galapagus roars at him) Them's fightin' words! Probably.
Gwen Tennyson: (To Kevin) I don't think it's talking to you.

Gwen Tennyson: Don't you think it's kind of weird how this creature hasn't actually harmed anyone?
Kevin Levin: Not weird, just lucky.
Gwen Tennyson: Really? Even though it easily could have? It just demolished buildings, cars, inanimate objects. No one's that lucky.
Big Chill: What? You think it's another baby alien?
Kevin Levin: I am never changing a giant diaper again!

Galapagus: I had no idea how to find you, oh great Ben Tennyson, so I thought if I went on a rampage, the famous hero of Earth would eventually show up to stop me - and here you are.
Gwen Tennyson: Happy?
Ultimate Big Chill: I have a phone number, you know.

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

Galapagus: I am from a peaceful planet called Aldabra where, like the rest of my people, I ate grass all day and hovered above the ground debating philosophy and enjoying the great gift of life. My kind lacks aggression. Fighting is not the way of my people, but in my short time on Earth, I've observed that your people fight constantly.
Kevin Levin: Yeah? So how did you know how to fight so good just now?
Galapagus: I learned it in prison.
Kevin Levin: Told you he couldn't be trusted.

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

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

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

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

Aggregor: When Osmosians absorb the energy of other life forms, we only gain one tenth of that creatures abilities, but I have a better way. I've built a machine back on my home planet that will allow me to absorb ALL of your powers.
[Galapagus has appearantly betrayed the rest]
Andreas: Turtle-face stole our powers?
Aggregor: Turtle-face neutralized your powers. I am going to steal them.
P'andor: Traitor! [Tries to attack Galapagus, but like the others, he is subdued by Aggregor's guards]
Aggregor: Once I have all your powers combined, nothing can stop me from attaining the ultimate prize!
Galapagus: Except me! You promised to release me if I helped you capture the others!
Aggregor: I lied.
Galapagus: What a coincidence, I lied too. [Throws the power-surpressing device at Aggregor, defeats him and then takes out the guards]
Bivalvan: [about Galapagus] I'm following that guy.

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

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

Too Hot to Handle [1.06][edit]

Ben Tennyson: I'm starting to wonder about Jimmy's alien-sighting tip.
Gwen Tennyson: Because 10-year-old Internet fan geeks are known for their scrupulous fact checking?
Ben Tennyson: Jimmy's usually right, though. Maybe Kevin had better luck.

Gwen Tennyson: [about Kevin] It's not like him not to call.
Ben Tennyson: What do you mean? It's totally like him not to call.
Gwen Tennyson: I mean not to call me!
Ben Tennyson: Oh.

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

Surgeon: This mean we're not getting paid?
[P'andor blasts them]
Hammer: That's a "no."

Ben Tennyson: I hate to take sides but... Kevin's right.
Gwen Tennyson: [speaking simultaneously with Kevin] He is?
Kevin Levin: I am?
Ben Tennyson: Well, half right. We need to go back there... to investigate.
Kevin Levin: Fine. We'll investigate, then we'll pound him!

Kevin Levin: [shoving Gwen out of the way] Don't.
Gwen Tennyson: What are you doing?
Kevin Levin: I'm telling you. You do not want to bust that thing open.
Gwen Tennyson: Busting things is YOUR job. I was just trying to read the armor, figure out how it works.

Gwen Tennyson: Kevin, are you alright?
Kevin Levin: I thought you were mad at me.
Ben Tennyson: More like afraid you were gonna do something stupid.
Kevin Levin: [Sees P'andor flying around] Good call.
Ben Tennyson: Nothing I can handle! (Ultimatrix turns yellow)
Ultimatrix: Uncatalogued DNA Detected.
Ben Tennyson: Not now!
Gwen Tennyson: He's just celebrating. He hasn't done anything. (Catches up with P'andor)

Gwen Tennyson: We should try talking before we start hitting.
Kevin Levin: Works better for me the other way around!

Kevin Levin: [hit on head by debris] Ow!
Ultimate Humungousaur: Sorry.
Kevin Levin: I totally forgive you. Anybody can make a mistake.
Gwen Tennyson: Like leaving the taedanite behind?
Kevin Levin: For instance.
Ultimate Humungousaur: P'andor got away with the drill.
Gwen Tennyson: Only because you guys have been thinking with your fists instead of your brains.

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

Kevin Levin: Forget it, Gwen. Radiation level's in the red. Get out now!
Gwen Tennyson: I can do this.
Kevin Levin: I know you can, but you're not protected like me and Ben.
Gwen Tennyson: But...
Kevin Levin: Think with your brains, not your fists. That's my job.
Gwen Tennyson: Okay.

Jetray: [to himself] So, how can you stop an alien you can't even touch? What would Gwen do? Make friends with him. THAT'S stupid.

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

(After it's revealed that Kevin was right about P'andor)
Gwen Tennyson: Go ahead. Say "I told you so".
Kevin Levin: Forget it. You're almost always right and you never call me on it.

(After being captured by Aggregor)
Aggregor: Did you really think you could escape from me?!
(P'andor gets shocked)
P'andor: (Groans) Aggregor.

Andreas’ Fault [1.07][edit]

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

Chet Rigby: Wow, Ben. Looks like quite a big turnout from your friends, the Wanna-Bens.
Ben Tennyson: Thanks Chet, but the real fans prefer to be called Ben-addicts.
Gwen Tennyson: He puts the dumb in stardom.
Kevin Levin: Fame turns everybody into a nimrod.

Ben Tennyson: Wait! I bought a goat action figure!

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

Ben Tennyson: We need intel. We need someone smart, totally in the know and wired into the alien underground. We need the best.
[Cut to them knocking on a door]
Mrs Jones: Jimmy, your friends are here! [to the team] Who wants cookies?
[Kevin raises his hand]
Kevin Levin: [to Gwen] She offered. I'm being polite.

Kevin Levin: Okay, nerds, I'm out of cookies. What about the Forever Knights?

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

Sir Dagonet: I, Sir Dagonet, am here to restore the honor of the Forever Knights, which you have sullied with your alien filth.
Kevin Levin: You shouldn't have sullied him, man.

Argit: So, bottom line, you want me to stop being king of this castle and, instead, go live in a dungeon?... Yeah. I'm gonna say "No, thanks." See, all these knights in here, they work for ME. Now, you come in here and you try to tell ME what to do? I say - "You and what army?"
Sir Dagonet: KNIGHTS!
[Forever Knights turn on Argit]
Ben Tennyson: THAT army.

Sir Dagonet: [conducting Andreas' inquisition] In accordance with Forever Knight law, any alien who dares to set foot or claw or pseudopod upon our planet shall be executed.

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

Andreas: [hugging Kevin] You're nice. Andreas sorry for shaking you.
Kevin Levin: [struggling to breathe] Ohh... All right, buddy.

Gwen Tennyson: [about Andreas] He's scared. How do you stop him?
Argit: Stop him? I just let him go until he knocks down the building. Then I give him a burrito.
Gwen Tennyson: [sarcastically] Ugh. You are so helpful.

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

Aggregor: Four down and one to go. Then the fun begins.

Fused [1.08][edit]

Ra'ad: Where have you taken me?
Kevin Levin: Welcome to Los Soledad - abandoned top secret research lab and gateway to nowhere.
Ben Tennyson: I'm Ben Tennyson. Didn't get a chance to introduce myself earlier, what with that whole attacking me thing you did.

Ben Tennyson: Your friends are all safe. The Plumbers took them back to their home planets.
Ra'ad: Wrong! You led Aggregor right to them! And the Plumbers' sad fate is also on your hands.

Ra'ad: When he catches me, he will absorb my powers and those of the other four prisoners. That combination will make him the most powerful being in this galaxy.

(Kevin complains about Aggregor's roof entrance)
Kevin Levin: Again with the roof, didn't you ever heard using the door.

[Aggregor pulls out a weapon]
Ben Tennyson: Boy, I hope that's not one of those alien probes you read about.

(Kevin confronts Aggregor)
Aggregor: You're out of your depth, Hatchling.
Kevin Levin: Look, you don't scare me. I'm an Osmosian just like you.
Aggregor: No, not like me. Not even close.
(Aggregor beats Kevin aside easily)

Ra'ad: I read your minds. If it came to it, you'd turn me in to save yourselves.
Ben Tennyson: You're wrong!
Gwen Tennyson: We wouldn't!
Kevin Levin: But I'd feel really bad about it.
Ra'ad: I rest my case.

Ben Tennyson: Whoa, calm down, Sparky!
Ra'ad: My name is RA'AD!

Gwen Tennyson: [speaking of Ben, who is now AmpFibian] I can sense Ra'ad's essence inside of him. It's like they're sharing the same body.
AmpFibian: I call dibs!
Ra'ad: Joke while you can. I'm going to take control of you AND your Ultimatrix.
AmpFibian: He's trying to take over the Ultimatrix. Keep me from using it!
Kevin Levin: Let him try. I'm about to hack into the Ultimatrix and force a reboot.
Gwen Tennyson: Cause that worked out so well last time.
Kevin Levin: It'll go better this time, I promise.
AmpFibian: Why?
Kevin Levin: Cause this time, I'll push the blue buttons.
AmpFibian: I can't tell you how reassured I am, but... (suddenly screams with pain)
Gwen Tennyson: Ben?
Ra'ad: (Grab Kevin's arm) Don't touch the Ultimatrix!

Gwen Tennyson: Kevin! Reboot the Ultimatrix and do it fast!
Kevin Levin: I'll try, but if it doesn't work...
Gwen Tennyson: It has to work, Kevin! I can sense Ben's spirit fading. If we don't get him back in his body fast, Ra'ad will take over and we'll lose Ben forever!

AmpFibian: Problem is Aggregor won't give up. He'll come after us.
Ra'ad: And when he does, you had better be ready!
Kevin Levin: What do you mean "you?"
AmpFibian: "We." We meant "we." "I" meant we.
AmpFibian: [quietly to himself] That was weird.

AmpFibian: Get out of my head!
Ra'ad: It isn't your head. It´s mine!
AmpFibian: Okay, good point! But I'm using it now!

Kevin Levin: [to Ra'ad] The one guy who tried to help you is dying in there, but that's okay with you, isn't it? I don't need to read minds to know what you think. I used to be just like you. So, go. Run! Steal whatever time it buys you, coward!

(after Aggregor recaptures Ra'ad, the last of his escaped prisoners)
(Gwen and Ben come over to where Kevin is standing, Gwen helping an injured Ben walk)
Gwen Tennyson: What do we do now?
Kevin Levin: Nothing to do. Aggregor has all five of the aliens. Game's over.
Ben Tennyson: It's not a game and it's not over. I'm going to stop him. The Ultimatrix has scanned all five of the aliens, and I'm going to use their powers to save them.

Hero Time [1.09][edit]

[Ben, Gwen, and Kevin are at the opening at a book signing]
Ben Tennyson: Ha, now the truth comes out. Super cool, muscle car driving, ultimate bad boy Kevin Levin likes girly movies!
Kevin Levin: [trying to change the subject] You're telling me Jennifer Nocturne comes to town and you're not even curious?
Ben Tennyson: [to Gwen] One blood-sucking soap drama and his little heart goes pitty-pat. [Gwen giggles but notices Kevin frowning at her]
Kevin Levin: [smugly] And who was sitting next to me, during that blood-sucking soap drama and two sequels?
Gwen Tennyson: Vampires are romantic...
(Kevin looks at a poster of Jennifer Nocturne)
Kevin Levin: And hot... (pinched by Gwen) Ow!
Gwen Tennyson: You were saying?
Kevin Levin: I admire her craft as an actress.
(Gwen gives him a look, obviously not believing him)

Spidermonkey: (staring at the thug holding Nocturne) So... how are we going to do this?
Thug: Nobody said anything about blue monkeys! I'm outta here!

Ben Tennyson: (switches from Spidermonkey to himself) Captain Nemesis? I'm your biggest fan!
Jennifer Nocturne: No, I'm your biggest fan, Ben Tennyson! (kisses him, as the camera flashes)

(Gwen, Julie and Kevin are watching TV at Ben's house)
Gwen Tennyson: Could you just pick a channel and stick with it?
Kevin Levin: There's nothing on anyway, except news about Bennifer!
Gwen Tennyson: They're not calling them that...
(Ben opens the door)
Ben Tennyson: We're just friends.

Julie Yamamoto: I wish they wouldn't show that picture all the time.
Ben Tennyson: She kissed me. I didn't even enjoy it.

Julie Yamamoto: And those pictures of the two of you in her hot tub?
Ben Tennyson: That was fun. Great view. You know, if you squint just right, the Eiffel Tower kind of lines up with the Arc de Triomphe.
Julie Yamamoto: I don't want to hear any more of this.
Kevin Levin: I do. [Gwen elbows Kevin] Ow!

Ben Tennyson: You're a living legend!
Captain Nemesis: Yes, and if you live long enough, they'll say that about you, too, Benetton.
Ben Tennyson: [correcting] Tennyson.
Captain Nemesis: If you live long enough.

Computron: I am Computron, and I claim this world as my own. Destroy all flesh and the works of flesh.

TV Reporter #2: Are you Captain Nemesis's NEW sidekick?
Ben Tennyson: I took out ten of these things and he only beat one. Maybe he should be MY sidekick.
Will Harangue: Captain Nemesis, Will Harangue from The Will Harangue Nation." Ben Tennyson just said you were over the hill and unable to do your job.
Ben Tennyson: I didn't say...!
Will Harangue: What do you think of this super-powered juvenile delinquent and his lack of respect for American icons like yourself?
Captain Nemesis: He's not a delinquent, Will. He's just misguided. It's the responsibility of all of us to guide our youth into making better decisions. For instance... (to Ben) since you feel so competitive with me, how about we channel that where it can do some good?
Ben Tennyson: I don't understand.
Captain Nemesis: I propose a friendly competition, a contest of heroes. All proceeds to charity, of course.
Ben Tennyson: I'm sorry. What?

Kevin Levin: How could you let that dinosaur trick you like that?
Ben Tennyson: It's for charity.
Kevin Levin: The "Make Captain Nemesis Look Good at Ben Tennyson's Expense Foundation?"

Gwen Tennyson: Remember the kidnappers? Their guns were manufactured by one of Captain Nenesis's companies.
Ben Tennyson: Ah, he owns all kinds of stuff. Just a coincidence.
Kevin Levin: That doesn't explain why he's payin' for their lawyers.
Julie Yamamoto: [referring to a proposed competition] It's some kind of trap, Ben.
Ben Tennyson: You guys don't have to come if you don't want to. No skin off... me.

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

[Rath just lost a race to Captain Nemesis, who used rocket boosters]

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

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

Ben Tennyson: [to Overlord] How could you do this?! You used to be a hero. I had your poster on my WALL! Did your forget? This ISN'T about fame. It's about HELPING people!
Julie Yamamoto: You are talking about HIM, right?
Gwen Tennyson: Easy, Ben. It's all over.

Water Hazard: WATER HAZARD! I was going for Big Chill, but I still think I can cool you off! First, some nice cold water! (sprays Overlord with water) Then, I'll absorb the moisture from the air! (absorbs the moisture causing Overlord's armor to break)
Overlord: You won't beat me! I can still prove to everyone that I'm the hero!
Water Hazard: JUST BE QUIET! (he viciously attacks Overlord, until Overlord falls to the ground breaking his armor)

Julie Yamamoto: (screams until she is saved by Ben as Goop) You saved me.
Goop: Of course I did. You're my girl. (Julie smiles)
Julie Yamamoto: What about Jennifer?
Goop: Covered.

Goop: I've got something Nemesis doesn't - friends.

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

Ultimate Aggregor [1.10][edit]

Plumber #1: Aggregor. This is the Plumbers. Drop your weapons and raise your primary manipulation organs into the air. You are surrounded. You think you can assault Plumbers and just walk away?
Aggregor: Actually, yes.

Kevin Levin: Think you can manage not to crash the plane for five minutes?
Ben Tennyson: I don't know, that's like double my record.
(Kevin leaves and talks to Gwen)
Kevin Levin: What?
Gwen Tennyson: I've never seen you work on something as hard as you're working on this case.
Kevin Levin: That's bad?
Gwen Tennyson: Depending on why.
Kevin Levin: Aggregor is an Osmosian, like me. Maybe I just feel responsible.
Gwen Tennyson: Our responsibility is to Ben. He promise to rescue those aliens and that's what we should be concentrating on.
Kevin Levin: You don't have to tell me what it means to be a Plumber. (shows his badge) This was my dad's badge; now its mine.
Gwen Tennyson: I'm sorry, I didn't mean to-
(Kevin kisses Gwen on the cheek)
Kevin Levin: It probably doesn't do any harm to keep an eye on me. I'm not entirely trustworthy.
(Kevin heads back to front of jet, Gwen looks at him in confusion)

Kevin Levin: I'm going back for a blueberry. Want one Gwen?
Gwen Tennyson: Please.
Ben Tennyson: Come on, Kevin. Meat is man food.
Kevin Levin: Meat smoothies aren't man food. A meat smoothie is pretty much the definition of baby food.
Ben Tennyson: Now that you mention it, I knew it reminded me of something.
(Gwen laughs)
Ben Tennyson: What?
Kevin Levin: You're eating baby food. (Chuckles)
Gwen Tennyson: You want a bottle with that?

Grandpa Max: [to Kevin] Kid, I have never seen anyone work a crime scene like that. You've got a future in law enforcement - on one side or another.

Colonel Rozum: Your friends are weird.
Ben Tennyson: Yeah, we are. Who wants to go save the world? (Ben, Kevin, Gwen, and Max raise their hands) But we're dependable.

Colonel Rozum: Since you kids helped us get our nuke back from that alien, the Air Force has assigned me to handle all of the wierd stuff.
Kevin Levin: Weird stuff?
Colonel Rozum: Aliens, monsters, UFOs. My new case has all three... and a time machine. Back in the 50s, the US Government made a failed attempt to build one.
Gwen Tennyson: In Los Soledad.
Colonel Rozum: That's classified information!
Kevin Levin: We know a lot of stuff we're not supposed to.

Ben Tennyson: Hey, if you're giving out free future advice, I want some.
Professor Paradox: I could tell you not to lean against the chrono randomization barrier, but I know you won't pay attention.
Ben Tennyson: Don't... lean against the what?
Professor Paradox: Precisely my point.

Colonel Rozum: (about Los Soledad) That facility is under a red seal. If my men can't retake that base, my orders are to destroy it.
Professor Paradox: (entering) Now that would be a Major error. Or is that a Colonel error? I'm not very good with rank.

Professor Paradox: In any case, I have other business demanding my attention, even more crucial. A long time ago, in a galaxy far, far away.
Kevin Levin: You ripped that from those movies.
Professor Paradox: I'm a time traveler. How do you know I won't eventually say it first?

Ultimate Swampfire: Easy guys. Its me, Ben! (P'andor fires his energy laser, and Ultimate Swampfire falls over) ...And you don't care.

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

Nanomech: Float like a butterfly, sting like a bee!

Kevin Levin: You can't do that! You KNOW what it'll do to you.
Aggregor: What, because I'm Osmosian, because absorbing energy causes insanity?
Kevin Levin: Yes! Stop before it's too late.
Aggregor: Lies - told by the powerful to control the weak.
Gwen Tennyson: Kevin, is that why you...?
Kevin Levin: It's NOT a lie! It happened to me when I was a kid. You won't be able to help yourself. You won't be...

Kevin Levin: How's it look?
Gwen Tennyson: Like the killer robot showroom floor.

Kevin Levin: I'd have gone for the off switch myself.
Humungousaur: There's an off switch?
Gwen Tennyson: Guys! The aliens are gone!
Ultimate Aggregor: (rising) That's because my plan succeeded! The aliens are all in ME!!!

Map of Infinity [1.11][edit]

Humungousaur: You killed them.
Ultimate Aggregor: I absorbed them. All their power is mine.

Humungousaur: [after Gwen stops Ben's continued attacks on Aggregor] Sorry. It's just... what he did. I lost my...
Ultimate Aggregor: Ha ha ha ha ha ha ha ha. Is that the best you can do? Because I didn't feel a thing!
(Humungousaur reaches for Aggregor, but Aggregor shocks him, then punches him into a house)
Ultimate Aggregor: I'm as invulnerable as Bivalvan's armor. Tennyson can't hurt me. Nothing can!
Gwen Tennyson: Eratico! (Bubble appears around Aggregor) Huh la tha!
(Bubble disappears)
Ultimate Aggregor: Did you know Galapagus's people can't be harmed by Mana?! (Shoots laser beams at Gwen)
(Gwen makes a Mana shield, which starts to crack)
(Aggregor smiles)
(Shield breaks, blast hits Gwen)
Kevin Levin: Gwen!
Grandpa Max: She's okay, which is more than I can say for Aggregor!

Azmuth: His eventual goal is why I am here... Let me see that! (looks at the Ultimatrix) Pathetic workmanship! And an evolutionary function? Begging for trouble.

Gwen Tennyson: You never show up unless something important is happening.
Azmuth: Hmm. Yes, we find ourselves in a situation so dire that perhaps I should risk giving Ben my new Omnitrix.
Ben Tennyson: New Omnitrix? Gimme, I’ll kick Aggregor’s butt!
Azmuth: No, it’s not completely ready and clearly neither are you.
Ben Tennyson: Not yet?
Azmuth: At the rate you're regressing, likely not ever.

Grandpa Max: A complete map of space/time?
Azmuth: Extending through seventeen dimensions. With it, one could travel anywhere. So valuable is this map, that Professor Paradox himself divided it into four pieces and hid them throughout the galaxy. This was Aggregor's plan from the beginning. He kidnapped those creatures for the powers they possessed, powers that will allow him to survive the arduous quest for all of the pieces of the map.
Gwen Tennyson: I don't see why it's so important that he doesn't get a map.
Azmuth: It's more than just a map. It's...
Grandpa Max: It's not the map, Gwen. It's where he intends to go with it.

Azmuth: Your lack of patience is foremost among your many weaknesses. I have crucial information...
Ben Tennyson: [turning to Kevin and Gwen] Aggregor's gotta be looking for a ship to replace his busted one.
Kevin Levin: Best way to get one is to hit some Forever Knights' bases.
Gwen Tennyson: What about old Plumbers headquarters? Some of them have mothballed starships.
Azmuth: LISTEN TO ME! Aggregor won't be looking for a ship! With his new powers, he doesn't need one.
Ben Tennyson: Then we'll never find him.
Azmuth: If you LISTEN, you will.

Ben Tennyson: Got it. We only have to stop Aggregor one time out of four and he's done.
Azmuth: Yes, but you must succeed.

Azmuth: You have given much to the galaxy, Max Tennyson. Now you must rest and recover.
Grandpa Max: I still think...
Ben Tennyson: Do what he says, Grandpa.
Grandpa Max: [Max sighs] You kids be careful.
Ben Tennyson: Just like you taught us.
Grandpa Max: Maybe a little more careful than that.

Kevin Levin: This ain't gonna work, our space suits will fail instantly on the hot side of the planet, and they're maybe good for maybe an hour on the cold side.
Gwen Tennyson: (Looking at Ben) What are you looking at?
Ben Tennyson: This is a plumber suit right? I just wanted to make sure my butt crack wasn't showing.

Kevin Levin: Is there any way that "sacrilege" means "go right ahead?"
Gwen Tennyson: No.
Kevin Levin: That's too bad.

Kevin Levin: (about the Necrofriggians) Let me talk to 'em.
Ben Tennyson: Maybe you should leave the diplomacy to Gwen.
Kevin Levin: I'm better at it than you are.
Ben Tennyson: A lot of room between "that" and "good".

Necrofriggian: You are... one of us?
Big Chill: I'm one of everybody.

Gwen Tennyson: Ben, when you turn back to human, you'll still be in your protective suit, right?
Big Chill: That's how it used to work, before it... broke.
Gwen Tennyson: If it doesn't, you've only got ten minutes.
Kevin Levin: Less if you turn into something else first.

Kevin Levin: (to Ultimate Echo Echo) I was thinking: instead of "Ultimate Echo Echo", shouldn't your name be Ultimate Echo Ultimate Echo?

Ultimate Echo Echo: If I'm lucky, I've got maybe five minutes left before I change back.
Kevin Levin: No time to be careful. Let's just run through here like maniacs.
Ultimate Echo Echo: Now you're talking sense.
Gwen Tennyson: Nothing scares me more than when you two agree.
Ultimate Echo Echo: [taking point] Uh-huh. Talk while you're moving.

Ultimate Echo Echo: Oh yeah, magic of the thing... or whatever you call it.

Kevin Levin: Burn!!
Gwen Tennyson: Not now, Kevin.
Kevin Levin: Oh, c'mon! That was classic! (imitates Azmuth) "Likely not ever!" Hahahahaha!

Ultimate Echo Echo: I didn't know you could armor up that fast!
Kevin Levin: Well, you know, with the right incentive...

Ultimate Aggregor: Always a pleasure to see you, Tennyson, particularly when you're doing my work for me.
Fourarms: What are you talking about?
Ultimate Aggregor: This temple is a dangerous place, so I thought I'd let you and your friends trigger the traps and lead me to the prize. I do appreciate you holding the door open for me, Levin. And they say young Osmosians have no manners.

Kevin Levin: Aggregor got the map, we lost.
Ben Tennyson: We didn't lose, we live to fight another day, and Aggregor had better watch his step, cause that day's coming soon.

Reflected Glory [1.12][edit]

Forever Knight #1: We have visual confirmation on the fallen object.
Forever Knight #2: Meaning that you see it?
Forever Knight #1: Well... yes.
Forever Knight #1: Be succint, sir knight. Brevity is the soul of wit.
Ben Tennyson: Yeah? So, tell me - what's the soul of the HALF-wit?

Forever Knight: That alien technology is ours by Right of Salvage.
Gwen Tennyson: Meaning 'finders keepers'? (shield breaks) Ugh! (trips Forever Knight)

Kevin Levin: I was gonna.
Gwen Tennyson: You were fooling around.
Armodrillo: He was showing off.
Kevin Levin: Says the expert.

J.T: If you kids wouldn't mind stepping aside so we can do our job? [Bumps into Gwen's shield]
Gwen Tennyson: Your job?
Kevin Levin: Last I heard, your job involved giving wedgies to crying freshmen.
Cash Murray: People change, Levin. You did, Or do you still wanna kill Tennyson over there?
Kevin Levin: No... Not usually.
Ben Tennyson: Hey! J.T., Cash, what do you think you're doing here?
Cash Murray: We're Plumbers. (Cash and J.T. show their Plumbers badge)
Ben Tennyson: They're fakes.

Oliver Thompson: [filming] Oh, so you figured to get a drop on the enemy coming around this way?
Cash Murray: Yup, that's me. Always using my head. [Knight tries to escape through the window Cash is using. They collide into each other] Ow!
Oliver Thompson: Cut! Maybe we can save it in editing.

Oliver Thompson: Hey kids, Oliver Thompson!
Ben Tennyson: I remember you, from the video game! You work for Will Harangue!
Oliver Thompson: Actually I went freelance, right after he fired me.

Kevin Levin: I can't believe I'm saying this, but keep your money! Show's over!

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

Gwen Tennyson: Wait. Is this about that blog of yours, the one where you say you're the brains behind Ben?
Ben Tennyson: A blog? Why you didn't tell me?
Gwen Tennyson: Because I didn't want you to go chasing after them the next time you turn into Rath!
Ben Tennyson: Rath would never... Ok, good point!

J.T.: You watched our webcast in outer space?
Psyphon: Oh, yes. I find all of your primitive computer networking endevours... intriguing.
Cash Murray: Okay, well, now you know. So, you know not to mess with us, right?
Psyphon: Actually, I will destroy you completely.

Oliver Thompson: (turns on his video camera) This is no cheesy recreation, fans! J.T and Cash will actually show how they overcame the power of Vilgax! (J.T and Cash, in the background, run away from Psyphon in fear) Okay, interesting strategy.

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

Cash Murray: I even told Gwen that we needed the money for my mother's operation. I didn't tell her it was for a nose job.
J.T.: But she really needs it!

[Psyphon threatens to destroy Cash and JT]
Gwen Tennyson: We're not gonna let you do that.
Psyphon: This is none of your concern!
Kevin Levin: I'm kinda leaning towards what he's saying. (Gwen pulls him by ear) Ow! And now I'm leaning toward you.
Ben Tennyson: Guys, it's no big deal! (He transforms to Spidermonkey)

(Ultimate Spidermonkey barely hits Psyphon in the head, he falls down)
Ultimate Spidermonkey: (exhausted) Huh, I still got it.

Ultimate Spidermonkey: [to JT and Cash] Even the Internet thinks you're a waste of time.
Kevin Levin: Now, THAT'S pathetic.

J.T.: So... what's it like being you?
Kevin Levin: [grimly] Awesome.
J.T.: I knew it!

Kevin Levin: My friend over there is about to turn into something that hasn't eaten a bad guy all day.
[On cue, Ben bites into an apple, glances at the prisoner and growls]

Cash Murray: We're total losers!

Deep [1.13][edit]

Ben Tennyson: Guys, I need backup, stat! Help me, I'm surrounded! I'm serious, they're everywhere please! (girls scream) Not the Ten! NOT THE TEN!

Kevin Levin: (watching Goop being trampled by fans) That's just embarrassing. You got a mop or something?
Gwen Tennyson: ...Or something. [mystically grabs Goop's anti-gravity disk] Heads up, Kevin. Goop can't move without his anti-gravity disk.

(Kevin smiles)
Ben Tennyson:
Kevin Levin: 'Sokay, I took pictures

Ben Tennyson: (Talking into radio) This is Rust Bucket 3, requesting permission to land... d-dive, over.
Kevin Levin: Maybe their communications are out again.
Gwen Tennyson: It could be Aggregor. I'm definitely sensing him on this planet... somewhere.
Ben Tennyson: No point waiting around for an invitation; take us down.

(On Piscciss)
Ben Tennyson: You sure this' safe?
Kevin Lrvin: Ben trust me, this baby can handle anything [referring to the Rust Bucket 3]

Kevin Levin: Don't panic. It's just a sea tremor. Pyke said they're normal on this planet, remember? This baby can handle anything.
Gwen Tennyson: Including that?
[a giant sea creature appears]
Kevin Levin: I said, "don't panic." We're safe as long as we stay inside the ship. [a tentacle penetrates the cockpit. Kevin screams] Yeah. Now's a good time to panic.

Ben Tennyson: [as their submersible ship sinks] If I transform, when I change back I won't being wearing my Plumber suit, and we're running out of oxygen fast. It always puts me back into whatever I was wearing the first time I changed after the reboot.
Kevin Levin: There's gotta be a button for that.
Ben Tennyson: You want me to look for it NOW?

Kevin Levin: Guys? (his Plumber helmet starts cracking)
Ben and Gwen: KEVIN!
(Kevin's helmet bursts open, and Gwen sends Kevin flying over to the Rustbucket, causing him to absorb the metal on the ship)
Ben Tennyson: Good work, Gwen. Another second and he'd have been crushed by the pressure down here.
(Kevin is wriggling around and points at his neck, making it obvious that he is still unable to breathe)
Gwen Tennyson: But he still can't breathe! (A fish swims over and puts itself over Kevin's head. Ben is about to go over and get the fish off) No, wait! (The fish turns into a helmet, meaning that Kevin can now breathe, so he gasps for air) That thing just saved his life!
Kevin Levin: Yeah, but I look like a dork!
Gwen Tennyson: What's it like?
Kevin Levin: The air is cold, but okay, and it smells a little...
Ben Tennyson: Fishy?
Kevin Levin: (sarcastically) How'd you guess?
Magister Pyke: Next time you decide to crash into my planet, give me some warning or would that cause unnecessary panic.
Kevin Levin: Pyke?
Magister Pyke: Got your distress call.
Gwen Tennyson: Just the guy I wanted to see. I can scan you to find Aggregor.
Magister Pyke: Be my guest, but you're wasting your time. Our scanners aren't picking him up anywhere in the entire planetary ocean.
Gwen Tennyson: (puts her hand on Pyke's head to track Aggregor) That's because he's not in the water. He's inside the planet's solid core.
Magister Pyke: The core is the most inaccessible place in the world. There's only one way in, and it's under constant guard.
Kevin Levin: (referring to Gwen) Trust me, fish lips, she's never wrong.
Magister Pyke: (the fish-helmet on Kevin's head purrs) Nice hat.

(Gwen makes large shield around Ben and Kevin for the natives)
Kevin Levin: What'd you do that for?
Gwen Tennyson: Thought I'd let the local authority handle things.
Ben Tennyson: How come I was never that cool as Ripjaws?
Kevin Levin: You were never that cool, period.

Ben Tennyson: The tremors are coming from that machine. I'm sure of it.
Ultimate Aggregor: You're right, Tennyson. Without this, the whole planet's pulling itself apart.

Ultimate Aggregor: Clever of Paradox to disguise this piece of the Map of Infinity as the single most important item on this planet. (Ben reaches for the Ultimatrix) Don't even think about it. If you move, I'll destroy it. And planet Piscciss...
Kevin Levin: Comes apart at the seams. The tremors before? That was you trying to get it loose.
Ultimate Aggregor: You're smarter than you look, boy. Admittedly, not a great achievement...

Ultimate Aggregor: Next time, try absorbing something that doesn't conduct electricity! (jumps through ceiling)
Kevin Levin: You're not getting away that... AGGREGOOOORR!
Ben Tennyson: You completely forgot about me, didn't you? (in a muffled voice from under the rocks)

Magister Pyke: The Centripetal Accelerator, what have you done to it? You've doomed us all!
Kevin Levin: I didn't do anything. It was Aggegor. He took the doohickey and escaped through THAT hole... that isn't there anymore.

Gwen Tennyson: Ben! The whole planet's breaking apart. We've only got a few minutes.
Ultimate Big Chill: On my way. Anything I can do?
Kevin Levin: Not unless you have spare centripetal accelerator on you.
Ultimate Big Chill: [appearing] Explain what that means. No big words.
Gwen Tennyson: It's like an anti-gravity multiplier.

Gwen Tennyson: [after Goop disappears] Ben, no! Get him out!
Kevin Levin: He's... he's been atomized, spread throughout the entire ocean. I'm sorry, Gwen.
Magister Pyke: It's working. The planet's atmosphere is stablizing.
Kevin Levin: Least he went down savin' the world.

Where the Magic Happens [1.14][edit]

Kevin Levin: [as Ben draws some runes] You remember all that from just looking at it?
Ben Tennyson: Sure.
Gwen Tennyson: You really aren't working up to your potential in school.
Ben Tennyson: That's what they tell me.

Ben Tennyson: Is it bigger then a bread box?
Kevin Levin: Yeah. Nineteen questions left.
Ben Tennyson: Is it an Incursion battle cruiser with ion drive?
Kevin Levin: Yeah. How do you always guess so fast?
Ben Tennyson: 'Cause it's always either a car or a ship.
Kevin Levin: Uh-uh! Sometimes it's a weapon!

Kevin Levin: So now you do both sides of your arguments.
Ben Tennyson: Saves time.

Charmcaster: Gwen Tennyson. What a coincidence. I was just thinking about you. About killing you, to be specific!

Gwen Tennyson: (fending off Charmcaster's attacks) We don't have time for this. The universe is in danger!
Charmcaster: You have more immediate problems.

Ben Tennyson: Charmcaster? You said you knew somebody who can help.
Gwen Tennyson: She can. She's the last person I would've asked otherwise.
Kevin Levin: You trust her?
Gwen Tennyson: I trust her to stab us in the back first chance she gets. But we'll worry about that after she gets us to Wah Di Tah...
Charmcaster: Ledgerdomain.
Ben Tennyson: (to Gwen) Wow, you weren't even close.
Charmcaster: Actually she wasn't far off for someone self-taught. Ledgerdomain is what the natives call it. But the door only opens to a place's secret true name which, by the way, is pronounced "Yawatopsic."
(the Door to Anywhere magically, mystically opens)
Charmcaster: (to Ben) After you. (All four enter Ledgerdomain as the Door to Anywhere vanishes) It's smaller than I remember.
Ben Tennyson: You come here a lot?
Charmcaster: None of your business!
Gwen Tennyson: (noticing the power and strength rising within her) Wow, I feel-
Charmcaster: Powerful? Of course you do. All of the magic in the universe flows from this dimension. The Alpha Rune is here.
Kevin Levin: Yeah, so?
Charmcaster: Words have power. The Alpha Rune is the secret true name of magic. Whoever holds it has power over magic itself.
Ben Tennyson: (to Kevin) You think this Alpha Rune is a piece of the Map of Infinity?
Kevin Levin: Could be. It is always disguised as whatever is hardest to get.
Charmcaster: The Alpha Rune hang around the neck of Adwaita, the most powerful mystic ever lived.
Kevin Levin: There you go.
Ben Tennyson: And that is where Aggregor must be headed. (to Charmcaster) Lead the way.

Charmcaster: Don't fly! The sky and the earth aren't parallel here.
Jetray: [takes off, then looks down and tumbles about out of control] Huh? Ugh. I gotta get a GPS.

Charmcaster: Stay with me, things are not as they appear.
Gwen Tennyson: Seriously though, there's so much mana here, it makes my teeth ache.
Charmcaster: (sighs) I get it okay? You're a natural, I studied my whole life and you pick up my spell book and you're instantly out magicing me.
Kevin Levin: You're not even in her league. She's an Anodite.
Gwen Tennyson: See, what you call magic is powered by mana or life energy-
Charmcaster: You don't know anything, you're not even a real sorceress, you're an-an... idiot savant!
Gwen Tennyson: (getting angry) What did you say?
Kevin Levin: I'm pretty sure it was an insult, but you won't do it again cause words have power. Isn't that right "Caroline"?
Charmcaster: Oh please, you think I told you my secret, true name?
Kevin Levin: Sometimes I forget that other people lie too. (chuckles)

[Inside Legerdomain]
Ben Tennyson: It doesn't bite
Kevin Levin: I'm pretty sure it does something.

Adwaita: Thieves, all of you.
Cannonbolt: The only thief around here is a guy called Aggregor.
Kevin Levin: We're more like, uh, well-meaning trespassers.

Ben Tennyson: You said you grew up here. Maybe some of your people could help us.
Charmcaster: There aren't many left. Adwaita enslaved everyone. My father fought against him. He died getting me and Uncle Hex out of here.
Gwen Tennyson: I didn't know.
Charmcaster: Yeah, you didn't.
Ben Tennyson: Then we'll have to help you.

Charmcaster: [stymied at a chasm] It's a mystic sinkhole. You don't have enough power. No one does!
Spellbinder: [disembodied voice] One step. One step.
Ben Tennyson: No one has to. We're a team.
Gwen Tennyson: [to Charmcaster] I've got the power. You've got the knowledge.

Gwen Tennyson: Right. You want me dead.
Charmcaster: Maybe just... badly hurt?
Gwen Tennyson: It's a start.

Kevin Levin: What're those things?
Charmcaster: Scrutins, they're Adwaita's eyes and ears.
Kevin Levin: Where are the ears?!

Adwaita: Why return when your entire thieving race couldn't stop me?
Charmcaster: Because, Addwaitya, every single creature you've enslaved wants their freedom - and you'll never control us all!

Kevin Levin: It's about time somebody bit you back!

Ultimate Aggregor: Once again, I could never have done it without you.

Ultimate Humungousaur: Charmcaster, we need that doorway back.
Charmcaster: NO! This is my chance to stop Adwaita. He's weakened. I could break his control over the rock creatures and the Scrutins and...
Ultimate Humungousaur: Aggregor first. We save the universe. Then I promise, we'll come back here and free your people.
Charmcaster: ...Give me some elbow room.

Perplexhahedron [1.15][edit]

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

Azmuth: Your ineptitude...
Kevin Levin: Harsh.
Azmuth: What is "harsh" are the consequences of your repeated failures. Should Aggregor get the last piece, he will go to the Forge of Creation.
Gwen Tennyson: Which you still won't tell us anything about.
Azmuth: IT IS BEYOND YOUR COMPREHENSION! All you need to know is that, if Aggregor completes the map, it will be a disaster on a galactic scale.

Ben Tennyson: (fiddling with the Ultimatrix) I'll bet I can project you onto the wall ...
Azmuth: Tennyson!
Ben Tennyson: Hmmm?
Azmuth: Pay attention! This is important!
Ben Tennyson: No it isn't! You're yelling at us and telling us how stupid we are, that's not helping us to find Aggregor so it's not important!
Azmuth: [Seemingly furious] Ben Tennyson you are... [relents] absolutely correct.
Kevin Levin: He is?
Gwen Tennyson: He is.

Ben Tennyson: How do we find Aggregor?
Azmuth: (sighs) The last piece of the map is in a location designed to protect it from all unworthy... (shows a cube) The Perplexahedron. I'm sending you there now. Do not fail the universe again, Ben Tennyson.
Ben Tennyson: No pressure. (they teleport)
Kevin Levin: (after teleporting) That's the way to travel.
Gwen Tennyson: (looking at the monitor) Azmuth just teleported us to another galaxy.
Ben Tennyson: Where's the thing we're supposed to protect? Can you find it?
Gwen Tennyson: (the spaceship goes into the midst of darkness) The Perplexahedron?...(looks up) Yeah, finding it is not a problem.
(View zooms out and shows the whole planet)
Ben Tennyson: (shocked) That can't be right, that thing is huge!
Gwen Tennyson: How are we supposed to know what to do next?
Ben Tennyson: (monitor rings) I don't know.
(looks on the monitor then into the midst of space and see Aggregor coming into the planet)
Ben Tennyson: Maybe we should ask him.

Kevin Levin: Any landing you can walk away from, am I right?
[Ben vomits]
Gwen Tennyson: I think you should set the bar a little higher than that.

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

Kevin Levin: I'm assuming you have a plan.
Ben Tennyson: As long as the Ultimatrix works, I do.
Kevin Levin: So, no plan really.

Ben Tennyson: Maybe we should split up, cover more ground.
Kevin Levin: (sarcastically) Great idea. That way Aggregor can pick us off one at a time.

Ben Tennyson: We keep moving. That's all we can do. (Then, the doors are all locked) All we could do- doors locked.
Gwen Tennyson: (pushing at a door) Mine too. Bet they're all locked.
Kevin Levin: Bet I don't care.
(Kevin shapes his hand into a ball with spikes and smacks the door) (The door lights up)

Kevin Levin: I take it back. I DO enjoy solving puzzles.

Kevin Levin: We still don't know where Gwen is.
Ben Tennyson: Don't worry, she can take care of herself.
Kevin Levin: I know, that's part of why I like her. Doesn't mean I don't want to take care of her anyway.
Ben Tennyson: Sometimes its hard to believe you're that same little kid who used to try to kill me every week.
Kevin Levin: Well, you probably had it coming.
Ben Tennyson: I'm serious though, we were arch enemies and now you're like the big brother I never had.
Kevin Levin: I remember, I was trying to kill you before you made me nauseous with all the sincerity.
Ben Tennyson: Yeah, okay. I guess there's a reason guys don't talk about this stuff. Unless you... wanna talk about this stuff?
Kevin Levin: (sighs) Okay, I like the Kevin that Gwen sees when she looks at me. And I like that you gave me another chance, even after I messed up all those other ones. I guess I'm sayin' I owe you guys for changing my life.
Ben Tennyson: Thanks for sharing that with me Kevin. When Gwen hears about-
Kevin Levin: It never happened.

(Swampfire thaws Gwen out, she blinks)
Kevin Levin: Gwen! (Gwen hugs him) When we found you frozen in all that ice-
Swampfire: He's trying to say he really likes you.
Gwen Tennyson: I know that already.
(Gwen kisses Kevin)
Swampfire: Why don't you guys get a room?! This place is full of them!

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

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

(After the guard hits Humungousaur)
Kevin Levin: (coincidentally) Yes!
Humungousaur: This makes you happy?

(As the room fills with water)
Kevin Levin: I'm assuming you have a plan?
Ben Tennyson: As long as the Ultimatrix works, I do!
Kevin Levin: So, no plan really.
Ben Tennyson: I'm gonna try an old favorite.

Sentinel: What have you done? It was the map you were meant to save, not me! My whole purpose was to protect that map. I thought I'd succeeded but I see I have failed. All is lost.

Ben Tennyson: [as the room trembles] What was that?
Sentinel: This place has served its function. Whatever else happens, protect this piece of the map, Ben Tennyson. Protect it with your life. Go now.
Ben Tennyson: What about you?
Sentinel: Not your concern. Go. Go!

Kevin Levin: Need a lift?
Ben Tennyson: How did you...?
Kevin Levin: You wanna know or you wanna ride?

Kevin Levin: We lost a battle, Ben. You hear me? Just a battle, but we're not gonna lose the war.
Gwen Tennyson: Aggregor has the map, but we're not gonna just stand around and let him use it, are we?
Ben Tennyson: No. You're right. We honor the Sentinel. We finish the mission. We stop Aggregor.

The Forge of Creation [1.16][edit]

Azmuth: Trivialities. While you dithered about, saving mere planets, Aggregor obtained the means to travel to the Forge of Creation and obtain the greatest power in the universe!
Ben Tennyson: It does sound bad when you put it THAT way.

Azmuth: What is this?
Kevin Levin: Ben had me build a security system into the Ultimatrix.
Ben Tennyson: Didn't want Albedo to ever get access to this one.
Gwen Tennyson: Or worse, to accidentally change into it in the middle of a fight.
Ben Tennyson: Do it.
[Gwen and Kevin insert their keys]
Ultimatrix: Transformation lockout overidden

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

(While Serena and Bellicus are arguing)
Professor Paradox: Hello!
Ben Tennyson: Professor Paradox?
Professor Paradox: You will not convince Serena and Bellicus to help you, not today.
Serena: Time-walker! You are not welcome here!
Bellicus: Agreed! Motion to punish Paradox for ignoring the treaty between him and Celestialsapien race!
Serena: Seconded!
Professor Paradox: (to Ben) I'm not supposed to get within 500 light years of them.
Bellicus: Motion to destroy Professor Paradox!
Professor Paradox: It's time to leave!

Azmuth: Granted, he achieved far more than I believed possible, but trusting that boy with the Omnitrix was a GRAVE mistake.
Professor Paradox: Not a mistake. You know the reasons why.
Azmuth: Yes. You told me of his grand destiny, that he was the legendary being who will someday...
Professor Paradox: Shhh. No spoilers. For that glorius future to occur, we must first survive the current crisis.

Professor Paradox: That is the next universe over. I don't like it at all. The physics are terribly counter-intuitive.
Kevin Levin: Wait, I thought the universe was everything.
Professor Paradox: A common error of the Parochial mind. There's always more to reality than one imagines.

Professor Paradox: If we're going to get there in time, we'll have to have already left. Off we go.

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

Ben Tennyson: That was weird. I think I saw something... moving in there.
Gwen Tennyson: You have to be more careful. Paradox told us not to touch the time field.
Ben Tennyson: I DO see something moving in there.
Young Ben Tennyson: (emerging from the time field) Not something. Someone. I'm Ben Tennyson.

Young Ben Tennyson: Kevin 11?
Kevin Levin: I'm not 11 anymore, but... yeah.
[moves forward to shake Young Ben's hand]
Gwen Tennyson: Not smart, Kevin. He thinks you're still evil.
Kevin Levin: I'm not evil. I'm nuanced.
Young Ben Tennyson: Whatever you're trying to pull, Levin, it's not gonna work. It's hero time!

Young Heatblast: Who's next?
Ben Tennyson: Since you need to cool off, I vote Big Chill!
(Transforms into NRG)
NRG: NRG! Ugh. Can't I catch a break?
Young Heatblast: I'll break something for ya!
(Knocks NRG down, NRG blasts Heatblast high into the air. Gwen catches him and puts him down)
Gwen Tennyson: Be careful Ben! It's dangerous out here!
Young Heatblast: Not as dangerous as me.
(Transforms back to normal)

Gwen Tennyson: Look at me Ben, you recognize Kevin. You must know who I am.
Young Ben Tennyson: [Thinks for a moment] ...Dweeb, what happened to you?
Kevin Levin: Puberty.
NRG:You have travelled in time. That's Gwen, that's Kevin, and... I'm you.
Young Ben Tennyson: Please. I would never turn into anything THAT lame.
Ben Tennyson: [NRG changes to Ben] I'm you, 6 years later, and Kevin 11 is a good guy now.

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

Young Ben Tennyson: No problem! I'm all recharged! (Transforms into Wildmutt and starts eating Kevin's spaceship) (16-year old Ben touches 10-year-old Ben Omnitrix and turns him back to human) Hey! How'd you do that?
Ben Tennyson: You should always keep it locked.

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

Young Ben Tennyson: Who won the last five World Series?

Kevin Levin: We're hit!
Ben Tennyson: Take us down!
Kevin Levin: That's where we're goin'. The engines are out.
Young Ben Tennyson: Move! I'LL land it!
Kevin Levin: SIT!
Young Ben Tennyson: [compliantly] Sitting.

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

Gwen Tennyson: Or it'll make a 21-year-old you to add to the set.
Young Ben Tennyson: Awesome!
Gwen Tennyson: So not awesome.

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

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

Young Fourarms: I was going for Upgrade.
Fourarms: Yeah? Well I was going for Big Chill.
Young Fourarms: How much stronger do I get when I'm older?
Fourarms: A lot!

Young Fourarms: Can't fight him like this. Shoulda picked a flyer.
Fourarms: Not a bad idea. (Transforms Young Four Arms into Young Stinkfly)
Young Stinkfly: Stinkfly? How'd you-
Fourarms: You'll learn how to do it later! Give me some cover!
(Young Stinkfly nods)
(Fourarms transforms into Swampfire)
Swampfire: Swampfire! (turns into Ultimate Swampfire)
Ultimate Swampfire: Ultimate Swampfire!
Young Stinkfly: Plant guy? Just a copy of Wildvine.
Ultimate Swampfire: Sure... Remember the time Wildvine did this? (Throws seeds)

Young Ben Tennyson: You can absorb the Omnitrix like you did before. You'll have all my powers.
Kevin Levin: No. If I'm gonna do this, I'd better go with the "A" game.
[Kevin absorbs the Ultimatrix]

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

Professor Paradox: [to Young Ben] You'll think it was a dream, but one day, you will remember it dimly and trust Kevin when you shouldn't, and he'll respond to that trust and help save the universe.
Ben Tennyson: And then turn evil again.
Professor Paradox: The story isn't over, Ben. When the moment comes, you'll do what needs to be done. THAT is your great gift.

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

Gwen Tennyson: Kevin's been missing for over a week.
Ben Tennyson: Not missing. He left us. His choice.
Gwen Tennyson: No, Ben, it's not his fault. He touched the Ultimatrix to save us. It's not his fault the power affected his mind.
Ben Tennyson: Maybe not, but fair or not, he has to pay the price.

Gwen Tennyson: We think there's someone in this prison who wants you dead.
Morgg: Everyone in this prison wants me dead, little lady; goes with the job.

Trukk: Fresh meat! Do you know who I am?
Ultimate Kevin: Don't know, don't care.
Trukk: Name's Trukk. I'm top dog here.
Ultimate Kevin: Good for you. Go bury a bone or something.
Trukk: (charges at Kevin) RRRRAAAAAAAHHHHHH!

Quince: Name's Quince. You look like you could use a friend.
Ultimate Kevin: Looks can be deceiving. So can so-called "friends."

Kwarrel: That's enough, kid. Time to cool off.
Young Kevin Levin: Make me!
Kwarrel: Your choice.

Quince: Just figured out why you're so familiar to me. I know you.
Ultimate Kevin: Couldn't. I just got here.
Quince: Nah. You were here before... a few years ago. You're Kevin Levin.
Ultimate Kevin: [grabbing Quince] No, I'm not! - and if you repeat that lie, I will squash you like a bug. We understand each other?
Quince: Hey, no worries. I was your friend, remember? I still am. I'm just sorry you got yourself thrown back into this pit after everything you went through to get out.
Ultimate Kevin: I came back here on purpose.
Quince: On pur... ? Why would anybody come here on purpose?
Ultimate Kevin: Revenge.

Morgg: [to Ben and Gwen] Incarcicon is off-limits to the Plumbers. You're violating the rules.

Quince: And while you got better, Morgg's hatred grew worse.
Ultimate Kevin: Yeah, Kwarrel changed my life all right, in more ways than one.

Ultimate Kevin: I was a coward. I ran. The sound of Morgg's blaster will haunt me for the rest of my life.
Quince: Hey, you did what Kwarrel told you, kid. That's all.
Ultimate Kevin: Kwarrel is gone, and that creep Morgg is still breathing.

Quince: I know how you felt about Kwarrel - I felt the same way - but you waste Morgg and you undo everything Kwarrel did for you.
Ultimate Kevin: I owe Kwarrel. I can't just let his murderer walk away free.

Ultimate Kevin: Let me go, Tennyson. He's getting away!
Armodrillo: I can't let you hurt him, Kevin!
Ultimate Kevin: Then I'll just have to hurt you!
Armodrillo: (after getting hit by Kevin) AAAgghhhoooo!!!!!!!

Gwen Tennyson: Most of the prisoners are escaping. Shouldn't we do something?
Ben Tennyson: They're out of prison, but they're stuck in the Null Void. That's probably punishment enough. Gwen, you see what Kevin is capable of now.
Gwen Tennyson: That's why we have to help him.
Ben Tennyson: I think we're past that... I think...we have to put him down.
Gwen Tennyson: (shocked) What's that supposed to mean?

Morgg: Keep an eye on our guests. The last thing I need is for the Plumbers to learn what's REALLY going on here.

Morgg: I'm sorry to hear you say that. I'm even more sorry that you ignored my warning and that the other prisoners got to you before I could save you. [to his robots] Try not to make too big a mess, won't you, boys?

The Enemy of My Enemy [1.18][edit]

Pa Vreedle: You know my sons, Octagon and Rhomboid?
Argit: Sure. Sometimes we do business. Sometimes they try to kill me.
Pa Vreedle: That's my boys. Course, I wants 'em to have a better life than I had...
Argit: What parent doesn't?
Pa Vreedle: that's why I signed 'em up at that Plumbers Academy.

Ben Tennyson: What do you want from us?
Argit: Protection. Lock me up. Throw away the key. I don't care. Just put me somewhere Kevin can't find me.
Gwen Tennyson: We're not running a weasle relocation program.
Argit: Such an ugly spirit for such a pretty girl.

Argit: Come on. There's gotta be SOME place you could put me. Maybe some police protection?
Ben Tennyson: We COULD take you to the Plumbers Academy. That's the closest fortified Plumbers facility to Earth.
Argit: Where they train new Plumbers? For galactic police duty? Not there! Anywhere but there!
Ben Tennyson: Or we just let Kevin have you.
Argit: (pauses) Like I was saying, the Plumbers are a fine organization; I'd love to visit their school!

Gwen Tennyson: [as Kevin attacks the Rustbucket II] Let him in or he'll wreck the ship!
Ben Tennyson: Why doesn't he just phase through the hull?
Gwen Tennyson: Maybe he hasn't read the Big Chill instruction book. Let him in!
Ben Tennyson: [on intercom] Doofus, you have the powers of a ghost! Come in already!

Ben Tennyson: [after Gwen gets rid of Kevin's car] Why did you do that?
Gwen Tennyson: Because you couldn't stop him. Because he's too strong. Because he was gonna kill us.
Ben Tennyson: That's right. I just wanted to hear YOU say it.

Argit: I gotta use your facilities!
Jailer: My what?
Argit: Your latrine? Your lavatory? Your little boys' room! And hurry, or this hall gets a new color scheme! Oh-ho! I'm gonna burst!

Octagon Vreedle: A Plumbers' academy strikes one as a somewhat improbable place to find an intergalactic reprobate such as yourself.
Argit: Keep it down, will ya? You guys aren't exactly model citizens.
Rhomboid Vreedle: Are too. Octagon and me are what y'all call "probational cadets."
Octagon Vreedle: We're attempting to what you might call improve ourselves, and make our daddy proud... so he doesn't have us whacked.
Rhomboid Vreedle: Again.

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

Argit: [while altering the Vreedles' test scores] Wow! They even spelled their own names wrong.

Ben Tennyson: I'm sure the ship landed close by, unless the sensors are off.
Gwen Tennyson: Or unless you set them up wrong.
Ben Tennyson: (looking at Gwen) I didn't set them up wrong.
Gwen Tennyson: Or unless you got us lost.
Ben Tennyson: (getting frustrated) I didn't get us lost! (loses control of the car causing it to zig-zag but gets it back on track)
Gwen Tennyson: (holding on) Or unless you drive us into a ditch!
Ben Tennyson: Why don't you just say what's on your mind?! Kevin's on the war path and you think it's my fault!
Gwen Tennyson: Okay, yes, that covers it!

Magister Coronach: Get off my station!
Ultimate Kevin: Not a problem. Soon as I get Argit.
Ben Tennyson: This isn't about Argit! This is about you and me!
Ultimate Kevin: Don't flatter yourself. Your turn'll come.

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

Ben Tennyson: You were right, Magister. I thought your cadets would soften Kevin up for me, but this is MY fight, so I'm gonna finish it.

Ultimate Kevin: [as Kevin's about to finish Ben] For old time's sake, I'll make this quick.
Gwen Tennyson: (to Kevin) Don't you dare! (shoots mana at him)
Ultimate Kevin: You too? I thought you cared about me!

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

Octagon Vreedle: That is what you call a nuclear fusion grenade.
Rhomboid Vreedle: Hee-hee, ought to blow up Kevin real good.
Argit: Not to mention this whole space station and everyone in it!
Octagon Vreedle: I had not fully considered that fact.

Ben Tennyson: (imitates tannoy sound) This is your captain speaking. Welcome aboard Rustbucket Spaceways. Please keep your seat-belts fastened until it is safe to move about the--
Gwen Tennyson: (cuts Ben off) Would you go already?!

Argit: Buddy, pal, wait! I can explain!
Ultimate Kevin: Explain what?
Argit: Pretty much anything!
Ultimate Kevin: I'm tired of your tricks, Argit!
Argit: Then maybe you should take a nap! (Argit shoots his quills but Kevin makes a shield)
Ultimate Kevin: See? That's what I'm talking about! Always betraying me! Always double-crossing me! This is the last time, Argit!
Argit: Kevin, don't!
Ultimate Kevin: The last time you do anything!

Ben Tennyson: [to Argit's lifeless body] You can get up now.
Magister Coronach: He's dead, son.
Ben Tennyson: No, he's playing dead. Come on, Argit. Show's over.
[slight pause before Argit wakes up]
Argit: Is he gone yet? Hey, if I hadn't shut off my pulse, he would've kept hitting me.
Gwen Tennyson: Shut off your pulse?
Ben Tennyson: How do you think a species that obnoxious managed to survive so long?

Gwen Tennyson: Kevin, how could you?! Kevin, he was your friend! Give yourself up Kevin... Don't make m-! (Kevin hits and breaks her mana. She falls on the ground and Kevin is prepared to blow a shot at her, but it slowly fades away)
Ultimate Kevin: (to Gwen) The only reason you're alive is because of what you used to mean to me. (Kevin flies off, Gwen gets up and wipes her tears)

Absolute Power: Part 1 [1.19][edit]

Gwen Tennyson: I had to. Ben's after you.
Ultimate Kevin: You brought him here?! (Smashes his fist into the ground)
Gwen Tennyson: No! I came so we can talk. You and me.
Ultimate Kevin: Yeah?
Gwen Tennyson: Yeah. Ben's gonna do whatever it takes to stop you, do you understand? Whatever it takes. But I've come up with a way to help you. If you just trust me I really think I can cure you.
(Ultimate Kevin begins to lose control of himself)
Ultimate Kevin: You shouldn't have come here!
(Reaches out to Gwen, she backs up, then he recoils and hides his face with his hands)
Ultimate Kevin: Don't you realize I've been trying to stay away from you?!
Gwen Tennyson: Why?
Ultimate Kevin: Because I knew what I'd do to you if I had the chance! (Begins to attack Gwen)

Ultimate Kevin: I want your power.
NRG: Yeah. Come and get it!

Ultimate Kevin: Shouldn't have let you go. You were doin' me a favor. Only one of us is walkin' away from this, Tennyson, and it's not going to be... Alan! [Kevin fires at Alan] Your time is comin', Tennyson.

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

Humungousaur: You've done business with Kevin before.
Vulkanus: Sure, you know I have. He really puts himself into his work, if you know what I mean. (holds up tadenite crystal) And I think you do.

Alan Albright: I got off easy. You should've seen what he did to the others.
Ben Tennyson: Pierce? Helen?
Alan Albright: And Manny. And some guy named Dr. Viktor. I didn't understand what Kevin wanted from us - until now.
Ben Tennyson: Your energy. And he's never gonna stop... unless I stop him... for good.

Gwen Tennyson: No, I won't help you!
Ben Tennyson: If you won't use your powers to track him down, I'll just go find him myself!
Gwen Tennyson: But it's Kevin!
Ben Tennyson: Wake up and smell "the end of the world", Gwen! He's out of control!
Gwen Tennyson: He's our friend!
Ben Tennyson: Was our friend!

Ben Tennyson: [to Gwen] You know why you lost? Because you care about not hurting me, and that's EXACTLY why you can't do what it takes to deal with Kevin.

Gwen Tennyson: We can't let Ben destroy Kevin. We've gotta find a way to cure him.
Grandpa Max: Ben is right.
Gwen Tennyson: I know. He... Wait! WHAT?
Grandpa Max: You are a Plumber, Gwen! A lot of people are depending on you. You've got to put your feelings aside and do what's right.
Gwen Tennyson: This is Kevin we're talking about.
Grandpa Max: If you can't be a professional, then just stay out of the way and let Ben do what needs to be done.
Gwen Tennyson: But, Grandpa...
Grandpa Max: I can't help you, Gwen.
Gwen Tennyson: Then I'll find someone who can.

Grandpa Max: Kevin's a menace. Your friendship aside, the only responsible move is to take him down with all necessary force.
Ben Tennyson: Then I don't understand why you're talking to me.
Grandpa Max: It's the logical move. It's the safest move. It's the sensible move.
Ben Tennyson: But?
Grandpa Max: It's not the Ben move. You trust people, you give them second chances, and they live up to your expectations. Kevin was a sociopath when you were kids, but you trusted him anyway.
Ben Tennyson: Look how that worked out.
Grandpa Max: He's turned into a fine young man - a hero a dozen times over.
Ben Tennyson: But now he's a monster.
Grandpa Max: True - and I'd put him down like a mad dog - but I never thought YOU would. You always find another way.

Ben Tennyson: When I thought you were dead, I had to do a lot of growing up.
Grandpa Max: You did fine.
Ben Tennyson: For a while. But then I let my fame go to my head. I've been as big a jerk these last few months as I ever was. [pauses] Aren't you gonna argue with me?
Grandpa Max: Not when you're right.
Ben Tennyson: I've had fun, but I always told myself that when the situation got serious, so would I.
Grandpa Max: I'm not going to argue with you, Ben. I just wanted to make sure you'd really thought about this.
Ben Tennyson: I have, Grandpa. I'm sorry about what's going to happen to Kevin - really, I am - but this isn't kid stuff anymore. Play time's over.

Ben Tennyson: You brought Darkstar into this? And he's going to act like our friend again, right?
Gwen Tennyson: He's the only one who can help Kevin.
Ben Tennyson: (sarcastically) Sure.
Darkstar: But I CAN help because you don't understand Kevin and I do.

Darkstar: We both have an insatible craving for energy.
Ben Tennyson: And you're evil.
Gwen Tennyson: Kevin's not evil. Somewhere deep down he's still our friend.
Darkstar: No, lovely Gwen, he's not your friend anymore. He just looks like him. He's... an empty shell, knowing only a hunger that must be fed. That craving is his weakness.

Ultimate Kevin: You shouldn't have come here! [cries out in anguish] Don't you realize I've been trying to stay away from you?
Gwen Tennyson: Why?
Ultimate Kevin: Because I knew what I'd do to you if I had the chance!

Gwen Tennyson: Don't make me hurt you, Kevin!
Ultimate Kevin: Give it your best shot!

Ben Tennyson: You're gonna be okay.
Alan Albright: No. I'm not. None of us are.

Gwen Tennyson: Hard to believe you've been reduced to draining energy out of dogs in back alleys.
Darkstar: We all do what we must to survive.

Absolute Power: Part 2 [1.20][edit]

Ultimate Kevin: This is your fault. You coulda helped me with your magic.
Gwen Tennyson: No, I tried to...
Ultimate Kevin: You tried, everybody tried, but here I am a monster. And if I look the part, why shouldn't I act it?

Ben Tennyson: What's supposed to happen when Kevin gets here?
Cooper Daniels: That's where I come in.
Ben Tennyson: Do I know y- Cooper?!
Cooper Daniels: I had a growth spurt.
Gwen Tennyson: Yes you did.
Cooper Daniels: Hi Gwen. Always good to, (blushes) y-you know, help out.

Ben Tennyson: And if it DOESN'T work?
Darkstar: You already know the answer, Tennyson. There is but one way to deal with a mad dog.
Gwen Tennyson: But it's not going to come to that. It's going to work!

Gwen Tennyson: All we have to do is...
Ben Tennyson: There's no "we." Not this time. I'm the one who put Kevin in the position where he had to absorb that energy. It's my fault that he's lost control, and everything he's done since, all those people he's hurt, all those people he's going to hurt, that's my fault, too.
Gwen Tennyson: You've gotta let me try.
Ben Tennyson: I will but only because I know you're going to fail.

Ultimate Kevin: Unless you want another trip to the hospital, old man, you'll step aside.
Grandpa Max: Not before we talk.
Ultimate Kevin: We got nothin' to talk about. Move or die!
Grandpa Max: Your call.

Harvey Hackett: Put him down, Kevin.
Ultimate Kevin: You don't tell me what to do!
Harvey Hackett: I said "Put him down!" Are you listening to me, son?

Ultimate Kevin: You're not my real father! You don't tell me what to do!
Harvey Hackett: You're right, I'm not, but you were four years old when I married your mother, and I raised you like my own!
Ultimate Kevin: So?
Harvey Hackett: So? So you're going to listen!
Ultimate Kevin: You got nothin' to say to me. You tried to take my real dad's place, you convinced my ma to kick me out on the street when I was eleven years old...
Harvey Hackett: We didn't kick you out, Kevin! You demolished our house!
Ultimate Kevin: Whatever. If ma really loved dad, she would have NEVER remarried!
Harvey Hackett: You watch your mouth. Your mother loved your late father more than she loved me - and YOU more than EITHER ONE of us.

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

Spidermonkey: Anyway, you're supposed to be hiding!
Gwen Tennyson: And you're supposed to be "delaying" him, not dropping RVs on his head!
Spidermonkey: Uh, actually it was the other way around.

Gwen Tennyson: I can't believe how hard Ben was fighting. He was really trying to hurt Kevin.
Julie Yamamoto: Kind of looked the other way around to me. You sure he's okay?
Gwen Tennyson: This is Ben we're talking about.

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

Ultimate Kevin: You are really starting to bug me!
Ultimate Echo Echo: I'm sorry about that, but I can't let you hurt anyone else.
Gwen Tennyson: Ben, you promised we'd try it my way first.
Ultimate Echo Echo: Yeah, I lied.

Ultimate Kevin: I've had it with you, Tennyson! Always beating me when we were kids, everything always going your way. You didn't turn into a freak! You've become a world-famous superhero!
Ultimate Echo Echo: I don't even like being famous. Between you and me, I wish I had my secret identity back.
Ultimate Kevin: My heart bleeds for you. Now you just bleed!

Ultimate Echo Echo: [as Ben prepares to finish Kevin for good] Paradox said I was the one who will do what has to be done. I gotta!
Gwen Tennyson: Then do it. Protect the innocent! That's Kevin, too.
Ben Tennyson: [changing back to Ben] You better be right.

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

Cooper Daniels: (to Kevin in Los Soledad) Stay away from her! (screams as he is about to fight Kevin)
Ultimate Kevin: (jealous) Trying to make time with MY GIRL, huh?! (picks up Cooper and throws him)

Gwen Tennyson: It didn't work, Michael. Kevin's just as dangerous as ever.
Ben Tennyson: [sarcastically] Huh. And I thought for sure you'd be able just to TALK him out of his mindless revenge spree.

Grandpa Max: Sorry it had to end like this, kid.
Ultimate Kevin: Not as sorry as you're about to be.

Ultimate Kevin: [gloating] Always sure you're gonna win! Whadda you gotta say for yourself NOW?
Ben Tennyson: [weakly] Spider... Monkey.

Ultimate Kevin: [emerging from wreckage] I'm starting to think you're deliberately avoiding me.

Ben Tennyson: Now that's what I call a happy ending.
Cooper Daniels: I guess.
Grandpa Max: You don't know the half of it. We expected Heatblast and the others to get their powers back...
Julie Yamamoto: ...but even the energy Aggregor stole went back to where it belongs...
Ra'ad: ...and returned US from oblivion. Thank you, Ben Tennyson.
Ben Tennyson: Wasn't me this time. It was all of us.

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

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

Kevin Levin: Listen, uh, when I was, uh, out of control, I said some things...
Ben Tennyson: No need to apologize. We're both kind of jerks. That's why we get along.
Gwen Tennyson: I'm not a jerk.
Ben Tennyson: Good point. If I were you, I'd apologize.
Kevin Levin: Yeah? Well, if I were you, I wouldn't have been such a wuss!
Ben Tennyson: Wuss?!
Kevin Levin: If you'd ever lost it like I did, I'd have taken you down right away!
Ben Tennyson: And if I had, you wouldn't be here to call me a wuss!
Kevin Levin: (smiles) So it worked out great.

Gwen Tennyson: [to Ben and Kevin] Who wants to go with me and help explain to my folks what happened to their house?
Kevin Levin: [to Ben] Mr. Smoothy?
Ben Tennyson: [walking out with Kevin] You buyin'?

Season 2[edit]

The Transmogrification Of Eunice [2.01][edit]

Kevin Levin: Squirrels, nothing but "tree-rats".

Gwen Tennyson: (sensing Eunice) I don't sense any injuries.
Kevin Levin: Yeah, she looks pretty healthy to me too. (Gwen elbows him) Ow! What?

Eunice: I'm fun even if I don't have memory?
Ben Tennyson: It'll come back. Don't force it. Anyway you're more fun than Kevin.
Kevin Levin: I'm right here, dude.

Eunice: You're not very good at flirting.
Ben Tennyson: How would you know? You have total memory loss.
Eunice: True, but I wasn't born yesterday.
Ben Tennyson: Sorry. I won't happen again.
Eunice: I said it was awful. I didn't say stop.

Ben Tennyson: Julie broke up with me.
Gwen Tennyson: No. She said you might as well be broken up.
Kevin Levin: Same difference.
Ben Tennyson: Two to one majority. Don't wait up.

Kevin Levin: (to Gwen) You're treating her like a fifth wheel. Wasn't that long ago I was the one trying to fit with you and your cousin. So be nice. (Gwen stares at him) What?
Gwen Tennyson: Sometimes you make sense.

Kevin Levin: This is going to be fu-u-un!
Gwen Tennyson: A minute ago you were trying to get out of camping and now it's gonna be fun? Are you working some sort of angle?
Kevin Levin: Gwen, I know it's important to you that we all spend some "quality time together," I want what you want.
Gwen Tennyson: If you're working some sort of angle, so help me, I'm gonna hurt you.
(Kevin sniggers)

Eunice: [about a rabbit] Want to pet him?
Ben Tennyson: Does it bite?
Eunice: No. I'm pretty sure that bear you were going to fight for me does though.
Ben Tennyson: That's different.
Eunice: If you want to be scared of the bunny, I won't judge.

Ben Tennyson: Where's Eunice?
Kevin Levin: Man, you cannot keep a girlfriend.

Ben Tennyson: Come here often?
Eunice: You've all been so nice to me. And now I've brought you into this.
Kevin Levin: What is "this"? What does Sunder want from you?
Eunice: I honestly don't know. I've been trying to remember but I can't.
Ben Tennyson: Maybe something from your ship?
Kevin Levin: Could be. When we found you, I'm pretty sure you weren't carrying anything.
Gwen Tennyson: (sternly) Kevin.

Ben Tennyson: Sunder.
Sunder: Tennyson. If I'd known it was you, there wouldn't have been a warning shot.
Ben Tennyson: Guess that's where you made your first mistake.

Sunder: You want to know who you are? I can tell you. I can even take you home.
Eunice: You can?
Sunder: Don't you want to know who you are - or rather - what?

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

Sunder: Never did get even with you for sending me to the Null Void.
Ultimate Spidermonkey: "Get even"? You cut my hand off!
Sunder: Stop whining. You got it back!

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

Gwen Tennyson: (Ben and Kevin are racing) You guys act like a couple of ten-year olds!
Kevin Levin: Ten year olds can't drive.
Ben Tennyson: (over the communicator) Neither can you, grandma!

Eye of the Beholder [2.02][edit]

Humungousaur: You said we should see each other. Sounds simple to me.
Julie Yamamoto: I said "Considering how little time you have for me, we might as well be broken up."
Humungousaur: That is not my fault!

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

Ben Tennyson: I told you it was the Forever Knights.
Gwen Tennyson: I don't see how these things fit into the whole King Arthur theme.
Ben Tennyson: Maybe they're supposed to be horses?
Gwen Tennyson: Anyway, I thought they broke up last year.
Kevin Levin: Don't think so.
Ben Tennyson: We'll ask them about it, after we kick their cans!

Kevin Levin: Smooth move Romeo. You sure showed her.
Ben Tennyson: Showed her what?
Kevin Levin: You don't know either, huh?

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

Julie Yamamoto: I appreciate this.
Gwen Tennyson: Don't worry about it. We're glad to help.
Kevin Levin: Besides we are all up to here with Ben. I mean if he says "I saved the whole entire universe" one more time, I'm gonna go psycho!
Gwen Tennyson: Again?
Kevin Levin: It's just an expression.
Gwen Tennyson: And yet I still feel the need to check.

Baz-El: Look, I told you I thought this place was just an old ruin.
Strabismus: This is our most revered place!
Baz-El: Yes, well you don't take very good care of it, do you? From the looks of it, I assumed you were all extinct.

Strabismus: Blasphemer! Don't you realize that by destroying the altar, you've awakened the sentinels?
Ben Tennyson: I who'd the what now? [the sentinels start moving] Aw man!

Ben Tennyson: This is ridiculous. (stumbles on the terrain) Whoa! I flew halfway across the galaxy just so Julie can tell me to buzz off again? I don't deserve this. I'm a world famous hero!
Kevin Levin: You're a world famous jerk!! Woah! (absorbs the ground and creates cleats for his shoes) That's better. And if you weren't such a jerk, maybe she wouldn't have dumped you in the first place!
Ben Tennyson: Oh, and now you're the expert on feelings?
Kevin Levin: No, I'm an expert on jerks!
Ben Tennyson: You know I don't have to take that from--Yah! (slips, Kevin smiles)

Lead Alien: Stop, you imbecile!
Brainstorm: "Imbecile"? I dare say I have greater intellectual capacity in my left claw than you have in your entire species!

Julie Yamamoto: Is he going to-
Gwen Tennyson: Shhhhh! I need to concentrate. My magic doesn't work well on technology. (hears Kevin chewing) What are you doing?
Kevin Levin: Eating.
Gwen Tennyson: So I heard.
Kevin Levin: It's a fleen cake, want some?

Ben Tennyson: [as Julie's fighting] Need any help? [Julie keeps fighting] Okay then... so you... keep doing... you know that... And I'll go... help Baz-El.

Julie Yamamoto: I appreciate this.
Gwen Tennyson: Don't worry about it, we're glad to help.

Baz-El: Ero... when I can... I collect a few... souvenirs for profit. I call it my retirement plan. So shoot me.
Kevin Levin: Okay.
Gwen Tennyson: Kevin!
Kevin Levin: I might've been kidding.

Ultimate Swampfire: [after Baz-El belches] What is your problem?
Baz-El: I... have a very delicate stomach which does not respond well to stress or impending doom.

Baz-El: (mocking Julie) Oh, he's a cannon! Now, he's a battle cruiser! Good boy, Ship!

Ben Tennyson: What'll it be Ship? Go with Baz-El so he can make a few bucks selling you or stay with Julie, who really cares about...
Ship: JULIE!

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

Vicktor: The Spoils [2.03][edit]

King Xarion: Did you truly think that anything occurs within these walls without my knowledge? Show it to me!
Prince Gyla: It is magnificent father. And once we ressurrect Dr. Viktor, no power on earth can stand against our might!

Prince Gyla: All of our enemies will bow down before me - before you.
King Xarion: You will be king someday, my son. But before that day comes - you have much to learn.
Prince Gyla: You speak like a diplomat. If it wasn't for your weakness, mother would still be alive!
King Xarion: How dare you!

Echo Echo: Echo Echo! I was going for Jetray but whatever. (Blows the missiles up but keeps falling) Oh no! (Goes Ultimate)
Ultimate Echo Echo: Ultimate Echo Echo! (Blows up the rest of the missiles)

Ben Tennyson: What do you need a teleporter for?
Kevin Levin: Lets see. Breaking into bad guy's headquarters, escaping from bad guy's traps, uhh... saving money on spaceship fuel.
Ben Tennyson: okay, point taken. But Gwen can teleport us with her "magic".
Kevin Levin: It makes her tired.
Gwen Tennyson: It does not!
Kevin Levin: And cranky... (smiles)
Gwen Tennyson: You make me cranky!

Gwen Tennyson: A small but strategically important monarchy. They're in the middle of a civil war.
Kevin Levin: No problem. Ben can take care of that over the weekend.
Ben Tennyson: I learned my lesson the last time. This time we've got a more focused mission.

Ben Tennyson: Your son's the guy trying to take over? I thought it was the rebels.
King Xarion: The list of those who would have this throne is long, but the prince is the only one I fear.
Kevin Levin: You ask me, that kid needs a serious time out.

Gwen Tennyson: Just once, I'd like to sneak in and out of a place without getting into a fight.
Kevin Levin: If we had a teleporter pod...
Big Chill: Oh give it a rest, will ya.

Gwen Tennyson: Doctor Viktor.
Big Chill: Or what's left of him.
Kevin Levin: I wonder what did this to him. (Gwen and Big Chill stare at Kevin) When I dumped him in the Null Void he was still alive. Seriously.

Prince Gyula: (about Dr. Viktor) He's an empty shell, existing only to do my bidding. (activates remote) Destroy them!
Big Chill: How'd I know he was gonna say that?

Gwen Tennyson: [after freeing the King] Wait you can't leave us here.
King Xarion: Once you hear what I've done, you'll thank me for leaving you here.

Ben Tennyson: [after Gwen puts a shield around Ben] Thanks.
Gwen Tennyson: Hadn't really thought it through, had you?
Ben Tennyson: I prefer to say I trusted in your initiative.

Dr. Viktor: Another tank? Bring a hundred!
Heatblast: I'm fresh out of tanks, your Highney! But I am bringing the heat!

Kevin Levin: This is for shooting me in the back and for making me miss out on a sweet pre-owned teleporter pod!
Heatblast: Will you punch him already?

Ben Tennyson: Never thought I'd say this, but this guy make me nostalgic for the old Dr. Viktor. Think you can get the Rustbucket airborn?
Gwen Tennyson: If he can't, I will.
Kevin Levin: If we had a teleporter pod, it wouldn't be a problem.

The Big Story [2.04][edit]

(Sevenseven tries to slash Gwen but is stopped by Rath)
Rath: You did not just do that! Let me tell you something, Sevenseven, intergalactic bounty hunter for hire- (Sevenseven twists his arm around and pushes Rath away) Ooh! Karate! I'm gonna call you karate man! Can I call you karate man, karate man? Tell you what, karate man! I'll hold real still, like a stack of boards, and you can meditate till your ready to chop me in half! Okay! (Sevenseven pauses, then slashes at Rath, then Rath grabs Sevenseven) I lied! You know what's the difference between me and a pile of boards? Boards don't hit back! (Rath throws Sevenseven into a control panel) Now... I'm mad. (Rath cracks knuckles)

Jimmy Jones: I had video but I think the plant must've taken it when it retreated into the cave. I'd figured you'd want to, uh, check my work.
Kevin Levin: Yeah, I'm out.
Gwen Tennyson: I have studying to do, Jimmy. Maybe next conspiracy.
Ben Tennyson: ...Okay, okay, I'll check it out. My car's still in the shop. Think you could give us a ride. (Kevin and Gwen drive off)
Jimmy Jones: I can't believe you don't have a bus pass. That should be Plumber standard issue.
Ben Tennyson: Yeah, I'll make a note.

Ben Tennyson: (to the alien plant) Your will is my command.
Jimmy Jones: (Gasps) Ben's in on it?

Gwen Tennyson: Now you're saying Ben is part of the conspiracy? This is a shadowy blob. No credible person would ever take this as real proof.
Will Harangue: (Cut to TV studio) Welcome back to the Will Harangue Nation. Our guest today - Jimmy Jones. The 10 year old Jimmy, the boy who exposed Ben Tennyson for the menace that he is.
Jimmy Jones: Uh that-that's not exactly...
Will Harangue: Don't talk over me, Jimmy. Now Jimmy has a new equally startling claim. Ben Tennyson is leading and alien invasion to take over the entire Earth.

Plant Humungousaur: You can't hide from me, Jimmy. I only want to take you out for a smoothie - not crush you into a fine powder.

Jimmy Jones: Why are you doing this?
Plant Humungousaur: I want to give you an exclusive. A real reporter would risk everything to get to the truth.
Jimmy Jones: A real reporter follows his hunches. And I have a hunch I wouldn't live to post my story.

Gwen Tennyson: It's okay, we checked out the cave, Jimmy. We know. Where are you?
Jimmy Jones: North side Sav Cost. You can't miss me. I'm the kid on a red bike WITH AN ALIEN CHASING HIM!

Plant Kevin Levin: I've said it before and I'll say it again. I would be happy to silence this creature for once and for all.
Plant Ben Tennyson: The master wants to know why it couldn't absorb him earlier.
Plant Gwen Tennyson: If there are others with his natural resistance, we need to know how it works.
Plant Kevin Levin: So I can take him out after, right?
Jimmy Jones: (sees the real Ben, Gwen and Kevin inside the pods) You're not Ben at all - or Gwen and Kevin!
Plant Ben Tennyson: No, we're perfect copies, right down to our DNA.
Plant Kevin Levin: But better than the originals, which were lame.
Plant Gwen Tennyson: We're in complete harmony.
Plant Ben Tennyson: Soon there will be no war.
Plant Gwen Tennyson: No disease. No hunger.
Plant Kevin Levin: No fun.
Plant Ben Tennyson: The world will be a garden. And everything will be a garden.

Gwen Tennyson: They don't have our powers.
Ben Tennyson: But my double has the Ultimatrix.
Plant Ben Tennyson: Yes, I do.
[Activates the Ultimatrix]
Plant Chromastone: Chromastone!

Gwen Tennyson: Ben, you've got to get the Ultimatrix back!
Ben Tennyson: Yeah, I'll work on that when I'm not getting shot at.

Gwen Tennyson: Caesar later, alligator. Like Caesar salad. Cause they're plants.

Gwen Tennyson: One against four. Well, it's clearly not a chicken salad.
Kevin Levin: Okay, stop. I can't let a battle pun be the last thing I hear.

Jimmy Jones: (Groan) I didn't video any of this. Stupid! Who's going to believe me now?
Ben Tennyson: We will. Jimmy, you're a real reporter.
Gwen Tennyson: Yeah, from now on, we'll know to take you seriously.
Kevin Levin: No matter how nutty you sound. "Nutty," see what I did there?
(Ben and Jimmy laugh)
Gwen Tennyson: Really? Why is it funny when he does it?
Ben Tennyson: I think it's the delivery.

Girl Trouble [2.05][edit]

Gwen Tennyson: But Mom!
Natalie Tennyson: It's already settled, Gwen. You cousin Sunny is staying with us for the summer.
Gwen Tennyson: Why?
Natalie Tennyson: What are you complaining about? You used to love playing with her.
Gwen Tennyson: We were 3 years old. I don't even really remember her.
Sunny: (settling on the couch between Ben and Kevin) Hello boys. I'm Sunny.
Kevin Levin: We heard.
Ben Tennyson: Hi. I'm your cousin - Ben.
Sunny: Well that's boring. [to Kevin] You got a name muscles?
Kevin Levin: (blushes) Kevin.
Sunny: What do you do around her for fun, Kevin?
Ben Tennyson: He hangs out with his girlfriend - Gwen.
Gwen Tennyson: This is a really bad idea.
Natalie Tennyson: I didn't ask for your approval, Gwendolyn. Your cousin's taken up with a bad crowd, so her parents asked us to keep her here for the summer. They think you'll be a good influence on her.
Gwen Tennyson: I wish everybody would stop saying that about me.
Natalie Tennyson: With that attitude of yours, they'll stop soon enough.

Ben Tennyson: Come on, Kevin! Can't you drive any faster?
Kevin Levin: Is that supposed to be a trick question?

Sunny: (to Kevin) Muscles, do you say romantic things to Gwen?
Ben Tennyson: One time, he stared deep into her eyes, and she said: "what?", and he said: "you´ve got an eye bug"!

Sunny: [Chuckling] No point in saying anything romantic to Gwen anyway. She's a boring goody-goody who never does anything fun, right? I'm right, right?
Gwen Tennyson: Well once my cousin was annoying and I kicked her out of the car, and she had to walk home. That was fun.
Sunny: Are you telling me to-?
Gwen Tennyson: GET OUT OF THE CAR!
Ben Tennyson: That's a relief. For a second there, I thought she was talking to me.

Kevin Levin: [about Sunny] She's pretty powerful. How come you can't do that?
Gwen Tennyson: Because SHUT UP!
Kevin Levin: Haven't looked at it like that.

Sunny: [to Kevin] What do you see in her, muscles? She's so goody-goody. I mean wouldn't you have more fun with a wild girl.
Gwen Tennyson: I'm right here, Sunny!

Kevin Levin: [about Sunny] Your cousin would make a great member of the...
Gwen Tennyson: Absolutely not!

Gwen Tennyson: I'm serious, Sunny. You've had your fun. It's time to go home.
Sunny: MAKE ME!
Gwen Tennyson: I hoped I wouldn't have to. I'm sorry it had to come to this, but you leave me no choice... I'm telling your mom and dad.
Sunny: NO!

Sunny: I'm not going anywhere. My parents won't let me do anything. They only sent me to this awful planet to keep me and Antonio apart. But I just figured something out. [Sunny sheds her skin revealing her Anodite form] Nobody on this planet can make me do anything!

Sunny: Face it, cuz. You're outclassed!
Gwen Tennyson: Like you know anything about class.

Ben Tennyson: [as Gwen is trying to restrain Sunny] This is a personal matter between Gwen and Sunny.
Kevin Levin: We should respect their privacy.
Gwen Tennyson: [Ben and Kevin start to leave. Gwen yells at them] Get back here!

Lodestar: Lodestar!
Kevin Levin: You sure turning into a magnets is the best move in a particle accelerator?
Lodestar: Beats me.

Kevin Levin: (mimicking Gwen) "Kevin, shut down the particle accelerator! Kevin, disarm the fusion bomb!" (in his normal voice) If this thing blows up, I'm never speaking to those guys again.

Antonio: Did she hurt you, Sunny? I thump her good!
Humungosaur: Humongosaur! [Humungosaur attack Antonio] Nobody picks on Gwen but me!

Gwen Tennyson: Kevin, can you shut down the accelerator?
Kevin Levin: I don't know, you need like a PhD to use one of these things.
Gwen Tennyson: Figure it out!
Kevin Levin: Nope. Nope. Nope. Aw, just forget it. (hits control panel and particle accelerator shuts down) Huh what do you know?

Gwen Tennyson: I'm not as powerful as you are. I'll give you that. [Sunny laughs] But Grandma Verdona on the other hand...
Sunny: [Sunny turns around] Grandma? No! I'm not going back! You can't make me!
Verdona: Oh do be quiet. I am so cross with you right now! How an energy being ended up being such a spoiled brat is beyond me.

Kevin Levin: [Entering] Bomb's disarmed. Hi scary grandma.
Verdona: Never lose your moxie, Kevin.
Kevin Levin: Sure thing. [to Ben] What's moxie?

Gwen Tennyson: Thanks for coming.
Verdona: Any excuse to see my favorite grandchild.
Sunny: HEY!

Kevin Levin: Your family is weird.
Gwen Tennyson: [Scoffs] All families are weird.
Kevin Levin: Uh huh. Your cousin left her skin on the floor of the particle accelerator.
Gwen Tennyson: It's kind of a sliding scale.

Revenge of the Swarm [2.06][edit]

Gwen Tennyson: I liked the part where Humungosaur was really small. I was reading about how dreams reveal what we're really afraid of.
Ben Tennyson: It was not a dream! Well, the part... about being little was but...
Kevin Levin: Keep telling yourself that.

Kevin Levin: [Imitating Ben] "That's why I'm trying to find her.
Ben Tennyson: It is why.
Kevin Levin: Admit it. You just want to see her again.
Ben Tennyson: Hey! Elena and I - we're just friends. That's all.

Elena Validus: Ben, I'd like to help. But what I'm doing here, it's just oo important... Maybe you could help me. This could change the whole world, you know?
Kevin Levin: [about the nanites] These could change the whole world too- but not in a good way.
Gwen Tennyson: Ben's gotta help us find where they came from. He doesn't have time to be a lab rat. Right Ben? [Ben doesn't respond] BEN?
Ben Tennyson: Uh, right... right.

Julie Yamamoto: You look kind of upset.
Ben Tennyson: It's this problem I'm working on.
Julie Yamamoto: Calculus?
Ben Tennyson: I wish. Then I could just con you into doing it for me. It's like the answer is right in front of me, but I can't see it.

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

Kevin Levin: Elena and Ben.
Gwen Tennyson: What about them?
Kevin Levin: They're interested in each other. Anybody can see that... But she's going to be a problem.
Gwen Tennyson: Oh?
Kevin Levin: Elena's the type who makes guys think she cares about them. But once they start to care about her, poof! She's gone. I've seen the type before, lots'a times. [Gwen glares at him] I mean, I've heard about them, from friends.

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

Egor: I am Janitor, Idiot Boy.
Kevin Levin: Then how do you explain... (shows wig) This!
Egor: For hiding. (puts wig on) When hair started to fall out, that's how I explain. (stares Kevin's hair) Maybe you need one some day too.

Kevin Levin: Doesn't seem a little coincidental that Validus would suddenly drop dead after everything that happened?
Egor: Anyone can die - anytime - even you, smart guy.

Egor: I do know nothing. All I do is clean up Victor's Lab, and then help crazy daughter move equipment.
Gwen Tennyson: Wait a minute, why do you think Elena is crazy?
Egor: Way she talks, saying "we" or "us" when it's just her. What does she thinks she is? Queen of England?
(walks away)
Gwen Tennyson: No, not the queen of England, the Nanite Queen.
Kevin Levin: I thought the queen was dead.
Gwen Tennyson: Long live the queen.

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

Julie Yamamoto: [as Ben is being attacked by nanites] Is this what you want?
Elena Validus: It... must be.
Julie Yamamoto: NO! Whatever's left of Elena couldn't want this!
Elena Validus: Julie... we can't stop.
Julie Yamamoto: Then you never really cared about Ben!
Elena Validus: We did. I did!
Julie Yamamoto: Isn't there some part of you left, the real you, that cares enough to stop this?

Julie Yamamoto: That wasn't Elena. The nanites got her a long time ago.
Ben Tennyson: You're wrong. There was enough of my friend left to save my life... Goodbye Elena.

The Creature From Beyond [2.07][edit]

Ben Tennyson: You're not driving us down?
Kevin Levin: Gravel will chip my paint.
Gwen Tennyson: We're setting the hero bar kind of low tonight.
Kevin Levin: Told you to take Ben's car.

Sir Cyrus: [Aiming his weapon at Ben] Right, nobody move - or the changeling suffers. [to Ben] Raise your hands above your head.
Ben Tennyson: If you say so. [Ben raises his hands and activates the Ultimatrix]
Humungousaur: Humungo... [Humungousaur bumps his head on the ceiling] Ow!
Sir Cyrus: Stay back!
Humungousaur: Hey! It's the middle of the night. I just hit my head and you are really annoying me!

Gwen Tennyson: That was so rude!
Kevin Levin: Me? Rude? To who? Squire Wiffle?
Gwen Tennyson: Winston!
Kevin Levin: I can't bother to remember, he's not important enough.
Gwen Tennyson: Mhmm... jealous?
Kevin Levin: Of What? His dumb name, his dumb accent or his dumb dress?
Gwen Tennyson: It's a tunic!

Ben Tennyson: [to the creature] I haven't beaten anybody up in about 20 minutes. If you don't let go of that Policeman right now, that's gonna change!

Kevin Levin: Listen Gwen I can't... I mean we can't afford to lose you... the team, you know.
Gwen Tennyson: Oh, I... umm... (to Ben) Help me out here.

Sir Cyrus: They've changed direction. And they haven't found the tracking device in Winston's ruck sack. First we kill the beast, then our truce with Ben Tennyson comes to an end - as does his life. I swear in the name of the First Knight - victory will be ours!

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

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

Gwen Tennyson: I felt a ripple in the mana. I thought we should check it out.
Ben Tennyson: I think I felt a ripple back in my room. You guys take the mana, and I'll investigate my bed. (Gwen glares at him) Fine.

Kevin Levin: (After being saved by Goop) (to Gwen) You okay?
Ben Tennyson: Of course she's not okay! She's not complaining on how disgusting Goop is.

Gwen Tennyson: I am done with waiting!
[Starts to enter the building]
Sir Cyrus: So are we. [Gwen stops] Let them weaken the creature, then we can attack in force.
Gwen Tennyson: I'm going to help my friends!
Sir Cyrus: You'll have to go through us first.
Gwen Tennyson: I was hoping you'd say that.

Sir Cyrus: Hold fire!
Kevin Levin: "[holding up an unconscious knight]" Hey, wake up and stop fighting.

Kevin Levin: (After Winston is freed) Well, hooray for you. Now go buy yourself a cookie.
Winston: We call them biscuits.

Sir Cyrus: Squire Winston, step away from the alien scum!
Ben Tennyson: I think he's talking about us.
Kevin Levin: After all we've meant to each other.

(While Gwen was watching Winston leaving)
Kevin Levin: (To Gwen) Ok... he's cute... I get it.

Basic Training [2.08][edit]

Gwen Tennyson: [Reading a message] "Because you received your Plumber commodations during a field operation, your required training is incomplete. Please report to academy 2814 for field certification courses.
Ben Tennyson: Wait. We have to go to school?

Kevin Levin: Give it a rest, Tennyson. If this is what it takes to keep our badges, then this is what we'll do.

Gwen Tennyson: This is awesome! Look at the classes we get to take: Weapons and Tactics, Interstellar Law, Cultural Sensitivity.
Kevin Levin: Started strong, but then you lost me.
Gwen Tennyson: ...Starship Maintenance. (Kevin smiles)
Ben Tennyson: And you got him right back.

Brannigan: There's been a Null Void breakout. So Magister Hulka wants all new recruits in their bunks and accounted for. You don't want to make him and me mad on the same day! Do we understand each other, larval dipteroid?
Gwen Tennyson: Ooo. Big mistake.
Ben Tennyson: Brannigan, you just bought yourself a nose full of Humungosaur!
Kevin Levin: [Kevin keeps Ben from activating the Ultimatrix] We're going Tennyson! You're not getting us thrown out of here on the first day.
Ben Tennyson: Wait. You're holding me back?

Tack: He saved us. You are the greatest Plumber of all!
Magister Hulka: He's a larval dipteroid! He disobeyed orders!
Ben Tennyson: I was supposed to let the grenade get you?
Magister Hulka: You were supposed to do what I tell you! You'd know that if you were ever listening in class.

Kevin Levin: What? The magna-lock went bad and it was set on overload instead of stun. Gwen's right.
Magister Hulka: Go back to your barracks.
Gwen Tennyson: Someone's out to get you, sir, aren't they? Or you wouldn't let Tack be out of your sight, would you?
Magister Hulka: Mind... your own... business.

Kevin Levin: Whole place is on lockdown. Breaking curfew is against orders.
Ben Tennyson: It's like I don't even know you anymore.
Kevin Levin: Being a Plumber isn't something you mess around with. If you screw this up, you and I are going to get into it!

Kevin Levin: [to Gwen after they've been captured during a battle drill] You gonna handle these clowns, or should I? [Gwen takes down the squad] [To the fallen squad] Don't blame yourselves. She's devious.

Kolar: You ruined my life!
Magister Hulka: You ruined it yourself, Kolar! Plumbers got honor. You've got nothing.

Gwen Tennyson: You... pushed him into a sun?
Magister Hulka: I did not. I changed the arrival address to a Null Void penitentiary. Plumbers are law enforcement, not judges. Don't ever forget that!

Gwen Tennyson: I can't believe I only scored a 98.
Ben Tennyson: Out of a hundred, Gwen. Try and unclench.
Kevin Levin: It only takes a 72 to pass which I exceeded. How about you, Ben?
Ben Tennyson: 95. People think I'm not paying attention, but I am.
Gwen Tennyson: My 98 is starting to look really weak.
Ben Tennyson: This is me not paying attention.

Magister Hulka: To my considerable amazement, you all completed the course. So it's official. You're Plumbers.
Ben Tennyson: But we knew that already. So what you really came here for was to thank me for saving your life, didn't you? Go on. It won't hurt.
Magister Hulka: [Hulka puts a medal on Ben's chest] Your shuttle leaves for home in 5.
Ben Tennyson: Wait. What's this for?
Tack: [Reading the medal] "For demonstration of a Plumber's most essential attribute - the ability to exercise latitude and creativity in problem solving." Whoa!
Kevin Levin: Sounds like a "Thank you" to me.

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

Natalie Tennyson: I'm not judging them, but let's face it - polite people don't glow.
Gwen Tennyson: I glow.
Natalie Tennyson: Not around me.
Gwen Tennyson: ...So no Tennysons at all? Not even Ben or Grandpa?
Natalie Tennyson: Ben's table manners leave a bit to be desired and Grandpa Max dresses like he's on vacation in Vegas.

Kevin Levin: [Pulling up his car] You never called me back.
Gwen Tennyson: [Getting in the car] No time for lunch. I need to stop at Office Mania then swing by my house. My mom needs something.
[Gwen notices Kevin's shirt is torn and gasps]
Kevin Levin: I found Animo.

Gwen Tennyson: Ben was right about checking pet stores.
Kevin Levin: Did you know that he can get a pass to go off campus anytime he wants?
Gwen Tennyson: I didn't even know you could buy frogs at the pet store.
Kevin Levin: Snake food.

Gwen Tennyson: Just because you don't go to school, I don't want you to go up against Animo without me.
Kevin Levin: You know about that?

Kevin Levin: I was in the Null Void for a long while. By the time I'd got out, I'd kind of outgrown fifth grade.
Gwen Tennyson: But I also know how smart you are. There isn't a piece of tech in the whole galaxy you can't strip and rebuild by hand.

Gwen Tennyson: Maybe you could go for a High School Equivalency Degree.
Kevin Levin: A G.E.D.?
Gwen Tennyson: Sure, I'll find out what you need to do. Help you study.
Kevin Levin: Always room for another project, huh?
Gwen Tennyson: If I wanted to take it easy. I'd go live with my grandpa. I'm not about to let anyone down.

Gwen Tennyson: Is this about you and Ben?
Emily: It's not that I hate your cousin.
Ben Tennyson: Come on! It was one date. How bad could it have been?
Emily: You left me at the top of a radio tower!
Ben Tennyson: For you own safety.
Emily: 200 feet above the ground.
Ben Tennyson: You couldn't have fallen - I webbed you to it.
Emily: (to Gwen) You're right. I do hate your cousin!

Dr. Animo: While the Plumbers held me. I had time to plot my revenge. So I've scaled up my Transmodulator Ray and overclocked it. THE ENTIRE EARTH WILL BE...
Cannonbolt: My cousin's on a schedule. Can we skip this part and move directly to the terrific beating I'm about to give you?

Natalie Tennyson: Your father's getting dinner. Kevin called and I asked him and Ben to join us. Help set the table. How was your day, Gwenny?
Gwen Tennyson: Oh, you know, the usual.

Ben 10,000 Returns [2.10][edit]

Ben 10,000: Sure it's all fun and games until someone loses and eye.

Eon: Impressive. In all my years hunting alternative versions of you, I've never met one with your abilities. Still I shouldn't be surprised, considering...
Ben 10,000: Considering what? Why are you doing this Eon? When we fought before we...
Eon: THAT WASN'T ME, TENNYSON! And soon it won't have been you!

Eon: Any last words, Tennyson? I'm collecting them.
Ben 10,000: I've got two words for you. (activates Omnitrix) Ultimate Humungousaur!

Professor Paradox: Hello Ben.
Ben 10,000: Good to see you, Paradox. Love how you don't show up until it's all over.
Professor Paradox: It's far from over, old friend. It's barely begun.

Ben Tennyson: It's either an uncataloged alien, or yet another feature I can't figure out - or it's broken again.

Kevin Levin: [after Gwen takes down a ninja] Wow! You learned that in Karate School?
Gwen Tennyson: Saw it in an old movie.

Gwen Tennyson: Professor Paradox?
Professor Paradox: Hello children.
Kevin Levin: Who's your friend?
Ben Tennyson: Are you...?
Ben 10,000: That's right Ben, I'm you. Only even more awesome. (after shaking Ben's hand) Ben 10,000 at your service.
Kevin Levin: I've heard about you, you're the jerk from the future.
Ben 10,000: I'm a different Ben 10,000, but I do remember going to that future back when we were ten. What a buzzkill that guy was!
Ben Tennyson: You're my real future?
Professor Paradox: Yes. If nothing occurs to change it. That's why I've - bent the rules of time and brought you here

Professor Paradox: You travelled into Cross Time.
Gwen Tennyson: Like a parallel world?
Professor Paradox: Exactly.
Ben Tennyson: That's why the me in the future didn't remember it happening to him.
Ben 10,000 and Kevin Levin: But you remember all of this.
Ben 10,000: Yeah, I do.
Kevin Levin: Okay, don't do that again.

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

Professor Paradox: There are rules, Kevin. I cannot interfer.
Gwen Tennyson: Excuse me. But aren't you already interfering?
Professor Paradox: Touche... Actuall I've just come to give young Ben a warning. But that can wait.
Ben Tennyson: Until what?
Professor Paradox: Until I see if you survive.

Ben Tennyson: (when discovering that Eon's servants are versions of him) This raises some questions.
Kevin Levin: Yeah, like where did you learn Nin-Jitsu?

Eon: Tennyson, prepare to die.
Ultimate Swampfire: Maybe later.

Ultimate Swampfire: How about you explain yourself? Why attack me over and over?
Eon: Our paths are intertwined. In this and every other timeline.

Professor Paradox: I won't allow that Eon!
Eon: You cannot interfere, timewalker. And you why.
Professor Paradox: True. But if you dare procede there is nowhere in all of space and time you can hide from me.
Eon: I'll burn that bridge when I come to it. Now I have a couple of Ben Tennysons to absorb.

Ben 10,000: There you go. I've just unlocked everything you've ever become up until now.
Ben Tennyson: Really? Thanks.
Ben 10,000: I also threw in a few new ones because it'll annoy Azmuth when he finds out.

Professor Paradox: Time to go. But first a warning to my young friend. [In an ominous voice] Beware old George. Beware the creature from beyond. [Cheerfully] So long.

Moonstruck [2.11][edit]

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

Gwen Tennyson: Why do you have a woman's bracelet?
Grandpa Max: It's not exactly jewelry, Gwen. It belonged to your grandmother. Long story. [the team sits down. Max sighs] I was about Kevin's age. A rookie with the Tactical Air Command.

Colonel: You think the laws of physics don't apply to you, Tennyson? F-104s are rated for Mach 2. You were pushing Mach 3! Do you know what happens when an F-104 goes that fast? [They both look at the burning wreckage of Max's jet] It falls apart!

Major General: So, do you know why President Kennedy wants to send us to the moon?
Young Max Tennyson: Because of the Russians?
Major General: No. Because of the kind of thing you saw today. I don't know what you tangled with, but I do know it was real. Of course, officially, we deny everything.

Major General: On the other hand, you've been cited repeatedly for insubordination.
Young Max Tennyson: Only when my Commanding Officers were wrong... sir.

Young Max Tennyson: How's your chili?
Florence: Pretty bad.
Young Max Tennyson: That's my favorite kind. I'll take a double order.

Young Max Tennyson: The pickings are looking pretty slim in here.
Young Verdona: [Approaching Max] I'm gonna try and not take that personally.
Young Max Tennyson: ...Hello. Present company accepted, of course.
Florence: I'll let you two get acquainted. [Florence leaves]
Young Max Tennyson: I'm Max.
Young Verdona: Verdona.

Young Verdona: Fine. What you said before was correct. I'm not from around here. I'm from another planet. And that man chasing me isn't a man at all. He's actually from a race of sentient robots called "Synthroids."
Young Max Tennyson: Oh. Why didn't you say so?

Young Verdona: Well, I have certain... how shall I put this?... Abilities.
Young Max Tennyson: So why don't you use them?
Young Verdona: I can't. The Synthroid put this on my arm. [Verdona shows Max a bracelet] It locked me in this form and neutralizes most of my powers.

Young Max Tennyson: Then you can tell when the robot's getting close.
Young Verdona: Telepathy only works with living beings. The Synthroid is a machine. But I did read your mind.
Young Max Tennyson: In the diner? It wouldn't take superpowers to tell what I was thinking, doll.
Young Verdona: Not then. When you were chasing us in your fighter jet.
Young Max Tennyson: You were in the UFO?
Young Verdona: A captive. Then you shot it down, and I escaped. But I knew that I had to find you.

Synthroid: What is one life compared to the survival of my species?
Young Max Tennyson: The way I see it, any life is precious. But you wouldn't understand that because you're really alive, are you? Anyway, YOU CAN'T HAVE HER!

Young Max Tennyson: And... this is what you really look like?
Young Verdona: Does my true form displease you?
Young Max Tennyson: No. On you it's a good look.

Young Verdona: Why settle for the moon when I can give you the stars?
Young Max Tennyson: You can't give me what I want. I have to take it. It wouldn't be the same if I didn't do it myself. Do you understand?
Young Verdona: You are a stubborn man, Max Tennyson.
Young Max Tennyson: I always say, it's a sin to waste talent.
Young Verdona: I won't argue. Because I know I can't convince you. But I promise - we will meet again.
Young Max Tennyson: I'm counting on it.

Kevin Levin: (snores, but then is punched by Ben) What'd I miss?

Grandpa Max: [Holding on to Verdona's bracelet and looking to the stars] Good night Verdona. Wherever you are.

Prisoner #775 Is Missing [2.12][edit]

(Ben turns into Swampfire)
Swampfire: Swampfire! (lights a campfire)
Gwen Tennyson: Ben, that's overkill.
Swampfire: No. It's Swampfire. I don't have an alien named "Overkill". 'Cause if I did, I'd, you know, shout: "Overkill!".
Kevin Levin: What's with the shouting names thing anyway?
Swampfire: It strikes fear into my enemies.
Kevin Levin: ...You go right on believing that, bud.

Grandpa Max: Well, it's local business. The first step should be for the Air Force to send in their own investigators.
Cooper Daniels: They did. But whatever they learned, we'll never find out from them, Magister Tennyson. Nobody knows techology like I do, and I've never seen anything like it.
Grandpa Max: All right, Cooper, I'll be right there. [Gwen clears her throat] We'll be right there.

Kevin Levin: The Plumbers really need to upgrade their rides, I mean look at this thing! No power, lousy security system.
Gwen Tennyson: You want one, don't you?
Kevin Levin: Yeah...
Gwen Tennyson: Maybe for your birthday.

Grandpa Max: Perhaps you could enlighten us, Colonel.
Colonel Rozum: Sorry Max. It's above your paygrade.
Ben Tennyson: Then my grandfather gets a raise right now or we walk!
Colonel Rozum: You're gonna let him talk to me like that, Max?
Grandpa Max: I'll let him know when he says something I disagree with... Okay, then.
[Everyone turns to leave]

Colonel Rozum: You haven't said much.
Grandpa Max: I'm trying not to throttle you. This holding facility of yours is nothing but a prison. Earth is a level 2 world. And a privisonary signatory of the Kelly-Casey Accords. You have no rights...
Colonel Rozum: Rights? Don't talk to me about rights with all the alien terrorists you fought. You know the dangers they present. You should be thanking me.

(Ben transforms into Big Chill)
Big Chill: Big Chill! (he passes through the floor)
Kevin Levin: (to Cooper) When he shouted his name just then, did it strike fear into you?
Gwen Tennyson: Not now, Kevin.

Ben: Time for Humungousaur! [Transforms into Rath]
Kevin Levin: [looks at Rath] You know, Rath is the only alien that makes me wanna get a box of popcorn, kick back and just watch.
Gwen Tennyson: Kevin, this isn't the time for- Okay, me too.
Rath: AAAH!! GIVE UP, STOLEN PLUMBER SHIP!! YOU CAN'T ESCAPE FORM RATH!! YAAH!! [Extends his claw, starts tearing the ship apart. The ship begins to crash] CRASHING'S GOOD TOO!! RATH CAN CRASH ALL DAY!! [The part of the ship Raths holds on to tears off, Rath falls down] OH, NOW YOU'RE USING GRAVITY!! WELL FORGET IT!! GIVE UP, GRAVITY!! YOU CAN'T BEAT RAAAAAAAAAAAAAAAATH...!! [Slams into the ground]
[Gwen and Kevin approach the Rath-shaped hole]
Gwen Tennyson: Ben! Ben, are you all right?
Rath: [Crawls out of the hole, breathes heavily and shakes his head] LEMME TELL YA SOMETHIN', STUPID RATH-SIZED HOLE!! RATH WILL DESTROY YOU!! [Starts stomping the ground]
Gwen Tennyson: Oh for crying out loud! Ben!
Rath: (Pauses, then kicks dust at the hole) What? (Gwen gives him a stern look) Sorry.

(Ben helps an officer get up and sit)
Officer: Ben... Tennyson... My daughter's nuts about you...
Ben Tennyson: Yeah? She's cute?
Gwen Tennyson: Ben!
Ben Tennyson: Sorry!

Kevin Levin: It's fail-safe - in case a plumber's ship is crashed and then abandoned. I'm on it. Don't worry.
Ben Tennyson: You sure?
Kevin Levin: Plumber override. [Kevin uses his badge to override the fail-safe] I said "don't worry." [the fail-safe starts up again] Now you can worry.

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

Prisoner 775: Leave me be! I intend to balance the scales!
Kevin Levin: You wanna balance scales? Go on a diet!

Prisoner 775: I no longer have a home. While I rotted away in your prison, the revolution was lost! My mate, my children - gone - all gone. This is nothing left to live for.
Kevin Levin: There's always something to live fore. You could even the score.
Ben Tennyson: Absolutely. You could seek justice.
Prisoner 775: Justice? Yes. Those who wronged me should die - beginning with Colonel Rozum.

Ben Tennyson: Remember, this guy could be totally innocent of everything.
Kevin Levin: He stole a ship. He's no "innocent".
Ben Tennyson: You really wanna stack your rap sheet against his, Kevin?
Kevin Levin: Just sayin'...

[Ben transforms into Wildmutt]
Gwen Tennyson: [deep voice] Wildmutt! [Wildmutt and Kevin look at her] What? He can't talk! Somebody had to do it.

Prisoner 775: You're going to live Rozum. Just long enough to see what it's like to lose your family.
Colonel Rozum: They have nothing to do with this.
Prisoner 775: Neither did mine.

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

Prisoner 775: Do it. Finish me. Come on! Let me join my family. Do it. Do it!... PLEASE do it! Please finish me. I've got... nothing.

Ultimatrix: DNA scanned and recognized. Merlinisapiens. Unlocked and available on Playlist 5.
Ben Tennyson: Hey guys! Check it out! (activates Ultimatrix)
ChamAlien: Overkill! Well? Well?
(Gwen and Kevin walk away)
ChamAlien: Too soon?

Grandpa Max: You still don't get it, Colonel. Earth's in violation of Interstellar law. You don't seem to realize the enormity of what you've done.
Colonel Rozum: I realize it fine, Max. And under the same circumstances, I'd do the *exact* same thing. When it comes to choosing between a few hundred aliens and my country, it's a no-brainer.

Season 3[edit]

The Purge [3.01][edit]

Old George: Be seated, Driscoll. Their heresies are no greater than your own. Enoch, Patrick, Urian, Driscoll: each of your houses would lay sole claim to the legacy of the Forever Knight. Yet you all have strayed from the true path of our order.

Driscoll: Who are you?
Old George: To know my name, you have only to look at the tapestries that decorate your halls.
Driscoll: You! My lord. [Driscoll kneels before Old George] All hail George! Founder of the order. The original Forever Knight.

Driscoll: M'Lord, I have failed you, worse, I fear I've broken our code.
Old George: It's not important, Driscoll.
Driscoll: But sir, I was defeated in single combat and yet-
Old George: Honor means nothing than fighting these alien abominations, young Tennyson and his friends are but a momentary distraction, in the morning, I shall be leaving on a noble quest.
Driscoll: Quest, M'Lord, where, for what purpose?
Old George: (chuckles) Even now you have doubts, well in spite of your lack of faith or perhaps because of it, I want you to rule in my absence.
Driscoll: What would you have us do, M'Lord?
Old George: Simply carry on the work of the order as you see fit, all I ask is that upon my return, the Knights be ready.
Driscoll: Ready for what M'Lord?
Old George: The Battle of a Hundred Lifetimes.

Gwen Tennyson: I am so not in the mood for one of your con jobs.
Argit: Gwen, I'm insulted. No-no. I'm wounded. Wounded by your baseless accusations. Remember all the good we've done together?
Gwen and Ben Tennyson: No!
Kevin Levin: Yes.

Argit: (shuffling through the Forever Knight relics) Wherever they went, they left some choice stuff behind.
Kevin Levin: Leave it, Argit. It's not worth the hassle, trust me.
Argit: Man, it's like I don't even know you anymore.

Ben Tennyson: At least we're working as a team.
Gwen Tennyson: Friends do not use friends as ammunition.

Kevin Levin: Whoa! Hey, Tennyson!
Lodestar: I didn't tell you to absorb metal!
Kevin Levin: Good point.

[Kevin gets his hand cut off by a Forever Knight but he grows it back]
Kevin Levin: [looking at his fingers] Five. Good.

Ben Tennyson: [Ben sees Gwen and Kevin fighting the Forever Knights] Let's see how these metal heads like my magnetic personality. [Transforms into Upchuck]
Upchuck: Upchuck. Great, I'll spit at them!

Ben Tennyson: (about the alien food market) Wow, did it always smell like this? How could I not notice?
Gwen Tennyson: Last time you were here, you were twelve. Before you discovered personal hygiene.

Driscoll: My strength comes from the conviction of my beliefs. And of course, my powered armor.

Driscoll: Free or not - your choice remains, Ben Tennyson.
NRG: Okay, then. I choose - single combat, sir knight. I challenge you to a duel.
Ben Tennyson: If I win, these aliens go free, and you leave the other aliens on Earth alone - forever.
Driscoll: And when I win, Ben Tennyson, you all die.
Kevin Levin: Dude, go for Way Big. That would be hilarious.
Ben Tennyson: If this is going to work, I have to fight with honor. So no tricks. [Activates the Ultimatrix]
Spidermonkey: Spidermonkey! [Activates the Ultimatrix]
Ultimate Spidermonkey: Ultimate Spidermonkey!

Ben Tennyson: (to Driscoll) Maybe you've forgotten something: I'm Ben Tennyson, wielder of the most powerful weapon in the universe. I stopped the Highbreed invasion, I defeated Vilgax in hand-to-hand combat and I've beaten the Forever Knights more times that I can count. Here's what's going to happen: you're going to release these prisoners, you're going to crawl back to wherever you came from and you're going to stop hunting down aliens because if you don't, I promise, you'll regret it for the rest of your very short lives.

Simian Says [3.02][edit]

Ben Tennyson: Hey, do you guys realize it's been 2 days since anyone tried to kill me, arrest me, or ask me for an autograph?
Simian: Then let me apologize in advance for my timing.
Kevin Levin: Well. Well. Well. If it isn't he con artist formerly known as prince.

Ben Tennyson: Are you telling me you willingly brought a xeocyte to your homeworld and let it loose on some crime boss?
Simian: I didn't turn it loose. He did. And now the DNAliens are spreading all over. In a few days there won't be a single unaffected arachnichimp on the planet.

Gwen Tennyson: It won't hurt to check it out. If he's telling the truth, we need to do something about it.
Kevin Levin: And if it's another con job?
Gwen Tennyson: Then he's all yours.

Gwen Tennyson: There's some EM interference up ahead. Don't lose sight of Simian's ship.
Kevin Levin: Don't worry. I've got all our weapons locked on him in case he tries anything.
Gwen Tennyson: That's not really what I meant, but okay.

Gwen Tennyson: (as the DNAliens attack) There's something you don't see everyday.
Ben Tennyson: Unless you're us.
Kevin Levin: Still doesn't prove Simian's on the up-and-up. Gotta be a trap.

(Eunice appears and saves Ben from the DNAliens)
Eunice: Ben! I'm glad to see you.
Ben Tennyson: Me too, except that your Unimatrix is interfering with my Ultimatrix. If you're absorbing powers I can't change!
Eunice: Never change. (kisses Ben on the cheek)

Gwen Tennyson: I don't like the looks of those guards.
Kevin Levin: Hideous mutation does that to a monkey.

Simian: They're not taking me without a fight!
Gwen Tennyson: Nowhere to run, huh?
Simian: Sometimes a chimp gets cornered. What can you do?

Ben Tennyson: Ultimatrix, revert DNAliens to Arachnichimps!
Ultimatrix: Insufficient power for this operation.
Ben Tennyson: What? Uh... repair genetic damage to Arachnichimps!
Ultimatrix: Insufficient power for this operation.
Ben Tennyson: (trying to get Ultimatrix working) Man, I miss my old Omnitrix. Got enough power for this? (Transforms into Terraspin)

Ultimatrix: Parallel signal interference detected. Ultimatrix resetting.
Terraspin: Are you kidding? No bars? Cancel! Unreset! I mean - Ultimatrix: Abort Reset - Code 10!
Ultimatrix: That function is not available.
(Terraspin reverts to Ben)
Ben Tennyson: Stupid Ultimatrix!

Kevin Levin: Get in there. Eunice may need your computer smarts to pull this off.
Gwen Tennyson: Okay, but if you need my help.
Kevin Levin: I'll cry like a little girl.

Ben Tennyson: (after Kevin getting annoyed about Eunice driving the plane) Don't mind him. He's just cheesed because I was right about Simian and he was wrong.
Kevin Levin: This time maybe, but I am telling you a leopard doesn't change its spots and an arachnachimp doesn't change its... blue fur stuff.

Ben Tennyson: We had a deal!
DNAlien Mizaru: What possible reason could I have for keeping a deal with you, Ben Tennyson. I have all the power. You have nothing.
Ben Tennyson: I have THIS! [Activates the Ultimatrix]
Swampfire: SWAMPFIRE!

Swampfire: (trying to turn Eunice back to normal) This is either genius, or the the worst idea I've ever had.
Ultimatrix: [Swampfire resets the Unimatrix and discharges the Ultimatrix] Ultimatrix power depleted. Entering recharge mode.
Ben Tennyson: [Eunice appears] Genius.
Eunice: Thank you, Ben.

Eunice: [about Kevin] You've got yourself a good one there.
Gwen Tennyson: When it comes to life and death situations. Still working on the day-to-day.

DNAlien Mizaru: You're no match for me. I control the DNAliens through nothing but my force of will.
Spidermonkey: Your mother must be very proud.
DNAlien Mizaru: She was one of the first to be transformed!
Spidermonkey: O...kay then.. (activates Ultimatrix)
Ultimate Spidermonkey: Ultimate Spidermonkey!

(Xenocyte deattaches from Mizaru)
Ben Tennyson: The cure didn't work on you... Wait. Is that your real face? Sorry!

Mizaru: BEN TENNYSON! You have made a dangerous enemy this day. Mark my words, you have not heard the last of Mizaru!
(Root Shark comes from the ground and eats Mizaru. Everyone has shocked looks on their faces)
Gwen Tennyson: ...and now we have heard the last of Mizaru.

Greetings from Techadon [3.03][edit]

Kevin Levin: Fun was the fourteenth hole. Remember that miracle shot I made off of Lincoln's face?
Gwen Tennyson: Through Lincoln's face.
Kevin Levin: Video tape or it didn't happen.

Julie Yamamoto: We're winning and Ben's on the Death Hole. There's no way we can lose.
Gwen Tennyson: Against Ben? There's always a way.
Ben Tennyson: Let's get this over with. [Activates the Ultimatrix]
Brainstorm: Brainstorm!

Kevin Levin: I'll get what data I can and safely dispose of it.
Gwen Tennyson: Why do you say "safely dispose" when we all know you've already lined up a buyer?
Kevin Levin: Because it makes me sound less greedy.

Julie Yamamoto: According to this there are two miniature golf courses with in 2 miles of here. When's good for you?
Ben Tennyson: I kind of thought we'd focus on the killer robot.
Julie Yamamoto: When's... good... for you?
Gwen Tennyson: We'll take Julie home and meet up with you later.

Ben Tennyson: Back when we were kids, did you ever think we'd become friends?
Gwen Tennyson: [Slight chuckle] No. I thought you were going to drive me insane - me or Grandpa - probably both.

Kevin Levin: The robot we fought tonight was a custom job. Created by the weapon masters of Techadon. It must've cost a fortune. Somebody put a hit on you.
Ben Tennyson: I'm not worried.
Kevin Levin: You should be. The Techadons will keep coming each one'll be stronger than the one before. And they won't stop until you're destroyed.

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

Gwen Tennyson: I'm going to find whoever ordered the hit.
Kevin Levin: Never happen. It can't be done.
[Gwen tosses Kevin a device]
Ben Tennyson: "Can't be done." Stupid thing to say. [Gwen leaves. Kevin stares at Ben] Unless you're trying to goad her into doing something impossible.

Big Chill: [about the mobile Techadon Robot creator] It's indestructible.
Kevin Levin: Come on! If there's one thing you're good at: it's breaking stuff.
Big Chill: True... If stuff doesn't break me first.

(Argit sent Vulkanus to Earth)
Argit: You're a natural. Ever consider a career in the fast paced high salaried world of professional conartiste?
Gwen Tennyson: Thanks for the help. (Gives Argit some alien money)
Argit: Anytime, Red.

Big Chill: New Techadon more powerful than the other ones.
Kevin Levin: Yep.
Big Chill: And nothing I've used before is going to work on this one.
Kevin Levin: Nope
Big Chill: Am I forgetting anything?
Kevin Levin: Probably. Probably something bad for us.

Kevin Levin: If it makes you feel any better, after it finishes you off, I'm gonna pound Vulkanus like nobody's business.
Ultimate Echo Echo: That does not make me feel any better.

Vulkanus: [to the Techadon Robot] What are you looking at me for?
Ben Tennyson: Problem?
(Kevin has set the ID mask to the evolved Ultimatrix symbol, the trio is staring at Vulkanus while the Techadon comes for him)
Vulkanus: What have you done?
Ben Tennyson: Tag. You're it.
(Vulkanus flies away from the Techadon)

Gwen Tennyson: Need a spaceship? No problem. But ask Dad for a car? (imitates) Maybe for graduation!

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

Keeper Agent: It is as I said. He has returned to us.
Conduit Edwards: Then this is indeed a most historic day. The day that marks the return of Diagon - the knowledge bringer.

Ben Tennyson: The Flame Keeper's Circle?
Julie Yamamoto: Yep. I can't believe it took so long to convince you guys to come check this out.
Ben Tennyson: Yeah. I'm completely disinterested in a tour of an office building. It is a puzzler.

Julie Yamamoto: The Flame Keepers' Circle believe that thousands of years of ago, mankind was visited by benevolent aliens, who gave us the beginnings of technology.
Ben Tennyson: Benevolent? I guess anything's possible...

Kevin Levin: They've sure got a swanky set up. What do they do for money again?
Julie Yamamoto: They take donations.
Kevin Levin: Sweet. Argit would love this place.

Julie Yamamoto: They were excited to get me onboard. My celebrity can help raise awareness of their organization.
Ben Tennyson: Your celebrity for being ranked 173 in Women's Tennis or for being the girlfriend of the Ben Tennyson?
Julie Yamamoto: First of all I'm ranked 83! And I've only been in five tournaments.

Julie Yamamoto: That's Conduit's chamber. It's private.
Kevin Levin: (to Ben) That's where he keeps the donations he bilks out of his suckers.

Conduit Edwards: The new age of mankind is about to begin. I would love to bring the Ben Tennyson on board with our cause.
Ben Tennyson: Uh...
Kevin Levin: (later, outside the building) Don't think you scored any points with Julie back there.
Julie Yamamoto: (turning around) Okay, so you're not into it. I get it. That's fine. But did you have to laugh in his face?!
Ben Tennyson: Julie, it was an accident. Sometimes I laugh inappropriately in awkward situations.
Julie Yamamoto: You're a terrible boyfriend.
Ben Tennyson: Ah ha ha... heh... (covers mouth, realizing that he just laughed inappropriately in an awkward situation)
Julie Yamamoto: I'm not talking to you.

Julie Yamamoto: Does it ever occur to you that everything isn't always about you?
Ben Tennyson: Not really, no.

Kevin Levin: In Ben's defense, you are way too smart to be buying into this junk.
Julie Yamamoto: Which junk is that, Kevin? The using technology to help people junk? Or maybe the modernizing of hospitals and schools junk? So what is it, the existence of aliens?
Kevin Levin: Well-
Julie Yamamoto: (sarcastically and pacing) Oh... right, because we've never seen aliens before! How many different aliens can you turn into now? 50?
Ben Tennyson: 63.
Julie Yamamoto: And yet believing in aliens is laughable?

Ben Tennyson: Say Diagon is real... it still wouldn't be right to use his alien tech to change the planet.
Kevin Levin: Ben's right. They've got rules for that stuff.
Julie Yamamoto: (sarcastically) I see. So only you're allowed to use alien tech to save the world.
Ben Tennyson: Right. I mean, no... that's not-
Julie Yamamoto: (stalks off) Never mind. Let's just drop it.
Ben Tennyson: Julie, I - look, you said there's some sort of member's meeting tonight?
(Julie stops to consider)
Kevin Levin: More tech talk with Conduit?
(shakes her head)
Julie Yamamoto: Forget it. I thought I wanted you here... but now I think it's best if you just leave.

Kevin Levin: The ship got jacked on a routine run through this quadrant. What do you say we skip dessert and do a little follow up?
Ben Tennyson: You guys can handle it without me, right?
Gwen Tennyson: Have some apologizing to do?
Ben Tennyson: Only if I'm wrong.

Vilgax: I was wondering when you would find me.
Ben Tennyson: Vilgax? How can you be here?
Vilgax: These days they call me Diagon!

Ben Tennyson: You don't have an empire genius. It fell after everyone heard you were dead. [Vilgax growls] You know how it is, when the cat's away, the mice will play.
Vilgax: Those who resist my rule will be washed away in the tide of battle. My empire will rise again!
Ben Tennyson: Yeah, about that - not gonna happen.

Ben Tennyson: This isn't about me at all. Even if Diagon was real - using alien technology to accelerate a planet's natural development won't bring Utopia. It'll bring disaster. It's happened before. That's why the Plumbers have those laws. But even that's not the point! Because that isn't Diagon. His name is Vilgax! He's not a hero. He's a selfish evil warlord who's using you. And if you let him on his ship, he's going to fly off to start an Interstellar war!

Vilgax: Enough. Destroy the boy. Destroy Ben Tennyson!
Ben Tennyson: Just so you know - I'm starting to take this personally. [Activates the Ultimatrix]
Echo Echo: Echo Echo! [Echo Echo attacks]
Julie Yamamoto: I hate it when he does that!
Gwen Tennyson: What?

Double or Nothing [3.05][edit]

Gwen Tennyson: According to their website, this show sells out everywhere it plays. People are driving all over to see you.
Ben Tennyson: So?
Kevin Levin: Kind of seems like a compliment.
Ben Tennyson: Compliment? Did you see that guy's hair?
Gwen Tennyson: Okay. Nice work on the priorities.

Vilgax Actor: Attention earthlings, I am Vilgax, the conqueror! Here on my moon base... on the moon! Surrender, or I shall destroy you!
(In the audience, Kevin whispers to Ben)
Kevin Levin: Moon base?
Ben Tennyson: Yeah, I hear it's on the moon.
Gwen Tennyson: C'mon! Even you have to admit this is kinda of awesome.
(On the stage, Vilgax Actor is the top of a moon crater)
Vilgax Actor: (evil laughs) You are trapped, Ben Tennyson! You cannot save yourself!
(Albedo (as Ben) It's now trapped behind on laser bars)
Albedo (as Ben): Well, In that case I have to call for a little help... from the GWENETTES! (whistles)
(10 Gwens with belly shirts come on stage and launch pink fireworks, referring to her mana powers)
(In the audience, Kevin looks appreciating the Gwenettes)
Kevin Levin: 10 Gwens...
Gwen Tennyson: That is so WRONG!
Kevin Levin: Uh, Exactly what I was thinking...

Kevin Levin: Remember before we do anything, we find out all the facts.
Ben Tennyson: Since when did you become the voice of reason?
Kevin Levin: Since you two became theatre critics.
Gwen Tennyson: I am perfectly calm! [Gwen's eyes and hand glow] Now I'm perfectly calm.

Ben Tennyson: I thought you said you didn't have an Ultimatrix.
Swamps: Yeah. So?
Ben Tennyson: So if you don't have an Ultimatrix, how did you change into Swampfire?
Swamps: Uh, that's uh... none of your business!

NRG: You're going to have to do better than that Albedo. [Hugh appears] Really?
Hugh: Really. Wait. Time out. [removes his glasses] Bring it on.

Albedo: You'll ruin everything!
Ultimate Spidermonkey: Yeah, that's sorta the plan!

Ultimate Spidermonkey: How's it hanging?
Hugh: Uh, would you mind letting me down? I have a... major fear of heights... and of falling and losing.

(Fridge appears to fight Ben)
Fridge: I changed again, now I'm a different creature!

Kevin Levin: Why do bad guys always have their hideouts in a warehouse? Do they get a discount?

Gwen Tennyson: But now you're going to stop, right?
Albedo: WHAT? And give up show business?
Ben Tennyson: [Preparing to activate the Ultimatrix] Oh I am so going to clobber you!

Gwen Tennyson: (as Ben and Albedo fight) We have to do something!
Kevin Levin: Like take bets?

Hugh: I didn't say "destroy." Actually what he's got planned is even crazier. The bomb is designed to rewrite DNA. So everyone on the whole world will be a genetic duplicate of Ben Tennyson.
Kevin Levin: That's horrible! [Ben glares at Kevin] No offense.

Galvin Albedo: I'm getting off this backwater planet while the getting is good! With any luck, I will never see your hideous face again - in the mirror or in person.
Ben Tennyson: Still trying to catch up. So you're saying that wasn't a doomsday bomb?
Galvin Albedo: A what?
Ben Tennyson: A doomsday bomb - that was going to make everyone on earth look like me? Okay- now that I say it out loud, it does sound stupid.

The Perfect Girlfriend [3.06][edit]

Julie Yamamoto: Thanks. See you in three weeks. That's a long time, isn't it?
Ben Tennyson: I'll go up to the gate with you.
Gwen Tennyson: Security won't let you in without a ticket.
Ben Tennyson: Sure they will. What's the point of International Megastardom if I can't abuse it fora few more minutes with my girl. [to Gwen] Back in an hour, okay?

Gwen Tennyson: Go after her.
Ben Tennyson: No. I'm going after Ssserpent.
Gwen Tennyson: Then go by yourself. [to Julie] Wait for me.

Julie Yamamoto: Why do I need a reason? Ben means more to me than some silly tennis matches. It's as simple as that.
Gwen Tennyson: But to give up something you've worked so hard for.
Julie Yamamoto: A girl's got to have her priorities.

Julie Yamamoto: [as they're about to go shopping] You bringing Kevin?
Kevin Levin: [Sarcastically] Nothing I'd rather do.
Ben Tennyson: So why do it?
Kevin Levin: Because it makes her happy. And when she's not happy. I'm not happy.

Julie Yamamoto: Look, I love Ben. That's all there is to it.
Gwen Tennyson: Fine. But that doesn't mean you should make such a big sacrifice.
Julie Yamamoto: That's what you do when you love somebody.
Gwen Tennyson: No. You both make sacrifices for each other. What's Ben giving up?

Gwen Tennyson: I think this all has to do something with Julie and Ship. Uh, remember how he barked at her?
Kevin Levin: Maybe he has dynsentary. Wonder who you take him to for shots: a vet or a mechanic.

SWAT Team Member: There may be hostages. We're waiting for backup.
Goop: I'm all the backup you need.

Cop: What did you do to him?
Ben Tennyson: This isn't Ssserpent. It's just his skin. He shed it. He's probably 50 miles from here by now. I gotta go.

Way Big: This doesn't prove anything.
Kevin Levin: Ben, I know you like her, but come on.
Way Big: All the enemies we've had over the years, any of them could've done this.
Kevin Levin: Really? Animate buildings?
Way Big: Well... some of them. Three or four of them - maybe. Julie can't do this.
Kevin Levin: So how'd she manage?

Julie Yamamoto: Ben, I've done everything you've asked. And even things you didn't ask for. [Julie starts morphing]
Elena Validus: And I always will.
Ben Tennyson: Elena.
Elena Validus: I was Elena. But then I was Julie. But if you don't like them [Elena changes into other people] I can be anyone you want me to be.

Ben Tennyson: Elena, what do you want?
Elena Validus: Does it matter?
Ben Tennyson: It does! Kevin's changed a lot - and for the better, since he's been with Gwen. If she'd just done everything he wanted. He'd still be the same old Kevin.
Elena Validus: I'll be more like Gwen if that's what you want.
Ben Tennyson: It's got to be what you want, Elena.
Elena Validus: Don't you understand? I just want you.
Ben Tennyson: That's not enough!

Julie Yamamoto: What are you going to do? Kill him? If you can't have him, no one can, is that it?
Elena Validus: I - I love him.
Julie Yamamoto: You don't know what love is.

Julie Yamamoto: [Elena's morphed into Julie] Maybe I don't know what love is. But now I know what hate is. You'll see me again!

Ultimate Sacrifice [3.07][edit]

Red Robot: After I beat you guys, everybody will know I'm the toughest guy in the galaxy!
Humongousaur: Toughest guy in the galaxy? That would be me!

Red Robot: I give up.
Sentient Ultimate Humungosaur: [Ultimate Humungosaur continues to pound the robot] Not... an option.
Gwen Tennyson: Ben, calm down!
Sentient Ultimate Humungosaur: My name's not BEN!

Gwen Tennyson: [as Ben and Ultimate Humungousaur are fighting over control of their body] We gotta stop this before he hurts himself.
Kevin Levin: Fine. [Kevin hits Ultimate Humungousaur]
Gwen Tennyson: Enjoyed that?
Kevin Levin: Maybe a little.

Gwen Tennyson: Dr. Borges, my aunt Sandra said you're the best psychiatrist in town - and she would know.

Dr. Borges: It's always good to begin at the psychological root. Tell me something about your relationship with your mother.
Sentient Ultimate Humungousaur: My mother tried to eat me before I even hatched!
Dr Borges: O...kay... there are probably some issues around that.

Kevin Levin: [after Ben disappears] You think he's dead
Gwen Tennyson: Don't say that. I'd know if he was.
Kevin Levin: How?
Gwen Tennyson: I just would.

Kevin Levin: I hate recordings, almost as much as I hate people telling me what to do!

Ben Tennyson: You're not real. You're just parts of me!
Sentient Ultimate Echo Echo: Liar! (let out a sonic scream knocking him down. Sentient Ultimate Spider-Monkey then wraps Ben up with his web. Sentient Ultimate Humongousaur picks him up in his hand)
Sentient Ultimate Humongousaur: When are you going to get it through that thick skull? That we're not part of you.
Sentient Ultimate Swampfire: We're individuals with our own hearts and minds and will!
Sentient Ultimate Big Chill: And we're sick of being trapped here in the Ultimatrix.
Ben Tennyson: Wait Wait. This is the Ultimatrix?
Sentient Ultimate Humongousaur: You've been our jailer Tennyson. (puts Ben on the ground and starts dragging him away; The Ultimates walk with him) But now you're our ticket out.

Ben Tennyson: I'm too young to die and too famous, not to mention handsome and smart and talented and charming let's not forget that! But, if I am dead, chances are the place with the fiery red light is not where I wanna go! [Earthquake] Great! I'm dead and there's an earthquake.
Sentient Ultimate Humungosaur: It's not an earthquake. And you're not dead - yet.

Sentient Ultimate Humongousaur: I'm sick of being held captive within this, this... disgusting human!
Ben Tennyson: Who's calling who disgusting? You ever get a whiff of your breath?

(Ben transforms into Ghostfreak)
Ghostfreak: Ghostfreak! (Phases through Ultimate Spidermonkey's web) Now, you're under my control! (Bumps into Sentient Ultimate Humungousaur's chest)
Sentient Ultimate Humungousaur: (Laughs), you don't understand anything, do you Tennyson? You can't control us! Not ever again!
(Sentient Ultimate Big Chill freezes Ghostfreak, who then becomes Heatblast)

Brainstorm: Listen whatever's going on here, I didn't do it to you. I'm one of the good guys, remember? I'm a hero.
Sentient Ultimate Humungousaur: Hero? You treat us like slaves!

Sentient Ultimate Humungousaur: Time to pay for your sins, Tennyson!
Gwen Tennyson: Hey! Nobody picks on Ben but me! That's the way it works in families, right?

Gwen Tennyson: That's enough!
Ben Tennyson: Gwen don't. If you use that power too long...
Gwen Tennyson: I risk losing my humanity. That's why I'm not wasting any more time. I'm destroying these transformations.
Ben Tennyson: No, Gwen. Stand down.
Gwen Tennyson: But.
Ben Tennyson: Stand down!
Sentient Ultimate Humungousaur: If this is some kind of trick...
Ben Tennyson: No tricks. There's only one way out of this. In order for the Ultimates to live, I have to die.

Kevin Levin: Tennyson may have messed up the Ultimatrix, but he's put himself on the line again, again. (gets attacked) He's risked his life a hundred times for people he didn't even know, for slobs like me, for jerks like you. He's a hero and more important...he's my best friend.

Azmuth: You, Kevin Levin, are evolving. Perhaps there's the tiniest speck of hope for this universe after all.

Ben Tennyson: Wait. Before you - let me say goodbye to Gwen.
Sentient Ultimate Big Chill: Do you think we're fools?
Sentient Ultimate Humungousaur: No. Let him say his goodbyes. He deserves that much at least.
Gwen Tennyson: What's the plan?
Ben Tennyson: No plan. I don't know why they branched off and became individuals, but I know that they deserve to be free.
Gwen Tennyson: So do you.
Ben Tennyson: [Ben kisses Gwen on the forehead] Goodbye Gwen. [Ben walks to the pit] You probably won't believe this, but I never meant for you to suffer -any of you. And I'm sorry.
[pause, then Ben jumps into the pit]

Ben Tennyson: But I jumped into the pit. Why am I still alive? Not that I'm complaining, mind you.
Azmuth: Your intention was what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free -genuine self-sacrifice - more rare than Astatine or Francium. That's twice today I have found a small measure of hope - a very disturbing pattern.

Ben Tennyson: I don't know about your guys, but I'm starving. Burgers?
Kevin Levin: My treat.
Gwen Tennyson: Your treat?
Kevin Levin: It's the least I can do for my best girl. And my best friend.

The Widening Gyre [3.08][edit]

Agent: Standard operating procedure is to show up unannounced and demand that you come with us... But we know we're dealing with Ben Tennyson. So we're asking, would you please come with us?

Ben Tennyson: Colonel Rozum. This must be pretty embarrassing.
Colonel Rozum: Embarassing?
Kevin Levin: He probably means the way we saved the Air Forces butt last time even though you were involved in all kinds of dirty ops.
Ben Tennyson: That's what I meant.
Kevin Levin: And now he needs another favor.
Gwen Tennyson: Embarrassing.

Colonel Rozum: 18 months ago, my sister was on a ship that sailed too close to the vortex. After she went missing, I sent two of my best agents to investigate. They disappeared too. Now my bosses want me to shut the investigation down - officially.
Gwen Tennyson: So you need someone to investigate - unofficially.

Gwen Tennyson: (after the Rustbucket III lands on the island of garbage) This is unbelievable!
Ben Tennyson: No kidding. I've never smelled anything this bad.
Kevin Levin: Not since the last time you-
Gwen Tennyson: Let the easy ones go, Kevin.

Ben Tennyson: [Running to a pile of garbage] It can't be. No. No! NO!
Gwen Tennyson: Ben, what is it? What did you find?
Ben Tennyson: Who would throw out an autographed Ben 10 photo? Why would someone do that?... This is going to haunt me.

Agent Bryson: New arrivals. You're lucky to be alive. Though after a few weeks here, you might not feel so lucky.
Gwen Tennyson: We were sent her to help.
Agent Locke: So were we. You see how well that turned out.

Ben Tennyson: I should've known this would be trouble. Nothing that smells this bad could be good.
[Ben activates the Ultimatrix]

Gwen Tennyson: You are the worst driver.
Kevin Levin: I'm just glad I could help.

Garbage Monster: No one is going anywhere. The humans cannot be allowed to leave.
Ben Tennyson: Nobody mentioned the garbage could talk!
Agent Bryson: I was working up to it.

Kevin Levin: If only we had power rings, like on that show that I can't remember the name of. They could harness their rings with the power to recycle, or clean power, or something. Anyways, it was awesome! (pause) You're not listening to me, are you?
Gwen Tennyson: Nobody's ever listening to you.

Ben Tennyson: Everybody stand clear. Things are about to get big.
[Ben activates the Ultimatrix]
Way Big: Way BIG!

Way Big: The only thing that can move the trash is what created it in the first place, so I gotta make some waves!

Ben Tennyson: So I shot all that garbage into the sun. Problem solved, right?
Gwen Tennyson: I hope so.

Agent Bryson: I don't like it. You should come with us.
Ben Tennyson: We'll be okay.
Agent Bryson: I wish I could believe that... I want to believe...
Kevin Levin: Come on! Am I the only one who sees this? Nobody else watches television but me?

Kevin Levin: (using a narrator's voice) Meanwhile back in the garbage vortex, Gwen Tennyson makes a shocking discovery.
Gwen Tennyson: I'm glad you're taking this seriously, Kevin!
Kevin Levin: (continuing to use his narrator's voice) But Gwen Tennyson is not amused.

Kevin Levin: (mimicking a television announcer) Once again, peace is restored to the planet, thanks in no small part to the efforts of our hero, Kevin Levin. (notices the other staring) ...And friends.

The Mother of all Vreedles [3.09][edit]

Ma Vreedle: [Entering] Gemete's-n-Things closes in half an hour.
Centur Squaar: M-m-m-Ma Vreedle?
Ma Vreedle: Yep. Hi. Can't really chat now. Gonna shoot y'all. Steal the valuables. Make a clean getaway like that.

Centur Squaar: Take the money. Don't shoot me. I'm too young and witty to die.
Ma Vreedle: That's smart, you got nothing to lose by co-operating but money what ain't even yours.
Rhomboid Vreedle: Uhmm, and your dignity and trustworthiness...
Octagon Vreedle: Boid.
Rhomboid Vreedle: And probably your job.
Octagon Vreedle: Boid!
Rhomboid Vreedle: What?

Rhomboid Vreedle: We promised our daddy we was going straight. When we joined the Plumbers we said we wasn't gonnga steal, kill and blow stuff up and what-not.
Octagon Vreedle: Clearly Boid, we is what you is called redicultavating which condition I impute to love for Ma.

Kevin Levin: Let's get a look at these ruthless killers.
Ma Vreedle: [On the monitor] Who's my pretty boy? Ooo that's right. You're my pretty boy.
Kevin Levin: Ma Vreedle? [Kevin turns the ship around]
Ben Tennyson: Where are you going?
Kevin Levin: The other direction. Nobody messes with Ma Vreedle!

Gwen Tennyson: Are you afraid of her?
Kevin Levin: Yeah. Who's dumb enough not to be? [Kevin looks at Ben] Oh man!

Kevin Levin: After we're dead, don't say I didn't warn you.

Spidermonkey: Like water skiing without the water...or the skis.

Gwen Tennyson: You're supposed to be Plumbers now. I thought you two were better than this.
Octagon Vreedle: Begging your pardon, but we ain't never been better than anything.

Octagon Vreedle: As much as I would like to see precisely how Pretty Boy blows up.
Rhomboid Vreedle: You're right. Ma would never forgive us.

Ma Vreedle: You tricked me!
Big Chill: You're just getting that now? The apple really doesn't fall far from the tree.

Octagon Vreedle: Come out, miss. Before your friend get disincorporated. Family first they say.
Gwen Tennyson: We're family too. We're all Plumbers.
Rhomboid Vreedle: Ain't that nice.
Octagon Vreedle: On the contrary Rhomboid, we now got us a dilemma. Between what you call familial duty and fraternal type.
Gwen Tennyson: That's it. Who's your real family? An Intergalactic Order of Peacekeepers or a bunch of pretty boys.

Octagon Vreedle: Rhomboid, this is one of those rare problems where you can't solve anything with violence.
Rhomboid Vreedle: Oh no!
Octagon Vreedle: It's nature versus nurture what lies at the crux of the issue.

Rhomboid Vreedle: Ma tried to blow us up.
Octagon Vreedle: Which seems somewhat uncalled for.
Gwen Tennyson: What are you going to do about it?
Kevin Levin: Yeah. What are you a man or a Vreedle?

Ma Vreedle: My own sons turn on me? I'll murderalize every last one of you! Then I'll murderalize your wretched pa! And then I'll murderalize everyone you know!
Octagon Vreedle: Ma, you are overreacting considerable.
Ma Vreedle: I'm overreacting? I'M OVERREACTING?
Octagon Vreedle: That strikes one as ironic right there.

Big Chill: Wait! I'm a mother too.
Ma Vreedle: You are?
Big Chill: Yes. Son I know how you must feel.
Ma Vreedle: Oh yeah? Where are your kids?
Big Chill: Off in deep space somewhere. That's probably not the best example.

Ma Vreedle: And I would've gotten away with it too if it weren't for my meddling kids! You're grounded! YOU'RE ALL GROUNDED.
Octagon Vreedle: Boid, this is gonna require on boatload of therapy.

Will Harangue: Once again, NASA has reported sighting an incoming meteor heading straight for Earth at an unbelievable speed. Scientists worry that the impact could cause major disruptions to climate. Huh, there we go. Next thing you know, they'll be using it as an excuse to raise taxes!

A Knight to Remember [3.10][edit]

Kevin Levin: You two done being reasonable?
Gwen & Ben Tennyson: Definitely.

Ben Tennyson: Sorry about your team.
Plumber: It's comes with the territory, Ben. We're all professionals.

Kevin Levin: Payback time?
Ben Tennyson: [looks at the captured Esoterica agent] Oh, for sure!

Sir Driscoll: I wonder what this does.
Ben Tennyson: [Appearing from the side] My suggestion: don't push the red button. That never goes well.

Kevin Levin: [Gwen's eyes are glowing green and her voice has changed] Gwen, you're scaring me a little. [Gwen raises her glowing hands. Kevin backs off] Okay, a lot.

Diagon: Heed me. If your Vilgax acquires my heart, he will have enough power to rule your universe.

Kevin Levin: Whaddaya know, Squire handsome.
Gwen Tennyson: Are we still doing the jealous thing?
Kevin Levin: Maybe, if some real competition showed up.

Sir Driscoll: [Entering Old George's room] These are his quarters. But these runes are undecipherable.
Gwen Tennyson: What do you mean? It's just calculus.
Kevin Levin: What's the matter? Don't they teach math in Forever Knight School?

Sir Driscoll: You will need a weapon, sire.
Old George: My weapon waits for me in the shrine. It is long past time I retrieved it.

Ben Tennyson: Enough shuddering in silence. You want to talk about it?
Gwen Tennyson: I feel sick.
Ben Tennyson: Well, the way Kevin flies...
Gwen Tennyson: Can you please be serious for once?
Ben Tennyson: I"m sorry.
Gwen Tennyson: That thing was in my head - controlling me like a puppet. I cannot tell you how disgusting that was. Why didn't I fight it?
Ben Tennyson: That's like being angry at yourself for catching a cold. It's not your fault. Besides, if anyone's to blame for all this - it's me. The Knights, Vilgax, the Esoterica, and now the Daigon - I should've put it all together sooner.
Gwen Tennyson: None of us saw it.
Kevin Levin: If we're voting on who to blame: I vote for Ben.

Ben Tennyson: Gwen, I need you to teleport us to the seal.
Kevin Levin: Are you nuts? [Kevin puts the Rust Bucket on autopilot and joins Ben and Gwen in the back] She can barely do that when we're standing still. Now she's sick. We're going about a thousand miles an hour. And we're a mile up. It's too dangerous!
Ben Tennyson: We really don't have a choice.
Kevin Levin: [Kevin grabs Ben by his jacket] What do you mean "we?" You're the one who was so busy playing hero that he missed the big picture. And you are not going to risk her life now because you screwed up!
Gwen Tennyson: I can do it, Kevin. I have to.

Gwen Tennyson: Diagon won. He got Vilgax to do his dirty work. And now he's taken his heart back to his dimension.
Ben Tennyson: Diagon has all his power again.
Old George: It's far from hopeless. [Old George picks up his sword, and raises it] Ascalalon is mine once again. Now - now you will see what the dragon saw. [the sword starts to glow]
Ben Tennyson: Stop him!
Sir George: [Old George reappears - younger] Let the dragon come.

Solitary Alignment [3.11][edit]

Ben Tennyson: You need to put the sword down.
Sir George: Why would I do that, young Master Tennyson? Ascalon is mine.
Azmuth: [Entering] No. It's mine!

Azmuth: And there's no reason to prolong this foolishness, give me my sword.
Sir George: Not while the Diagon lives. If you want it you'll have to take it from me.
Azmuth: You think I can't? I am Azmuth, creator of the Omnitrix, sculptor of worlds, smartest being in five galaxies, of course I can take it from you... Ben Tennyson take it from him.
Ben Tennyson: You got it!
Gwen Tennyson: Ben, wait! Doesn't it seem a little-
Ben Tennyson: Azmuth is telling me to fight! Do you think I'm passing that up? (transforms into Fasttrack)
Fasttrack: Fasttrack!

Fasttrack: [after Fasttrack's attack fails] I thought that would go differently.
Kevin Levin: No, it's good. He loses way faster than XLR8.

Kevin Levin: (when witnessing Diagon's true appearance which isn't shown on TV) No.
Gwen Tennyson: I...I can't watch. I'm gonna be sick.
Ben Tennyson: Azmuth, get us out of here, now. NOW!
Azmuth: As you wish.

Sir George: What? Let me go!
Kevin Levin: Make me old man.
Sir George: Respect your elders, stripling. And by the way, hair pulling? Seriously? You fight like a girl.
Gwen Tennyson: (attacking Sir George) Wrong! I fight like a girl.

Sir George: It would be dishonorable of me to destroy you when you are ignorant of the stakes - to say nothing of the sword's true power. But be assured, the next time you get in my way - will be the last! [George leaves; Kevin rubs his eyes]
Kevin Levin: Man makes a convincing case. What do you think, Ben?
Gwen Tennyson: [Annoyed] Ben is over there.
Kevin Levin: Oh, I'm half blind, okay?
Gwen Tennyson: So I only half look like a guy?

Ben Tennyson: Look, you're the one who's always yelling at me about going into a fight without thinking - without asking the right questions. So I'm asking. Don't I deserve to know?
Azmuth: Uh. [Azmuth sighs] Very well. Close your eyes.

Sir George: I've been going easy on you. Stay down.
Humungousaur: Like that's gonna happen.

Zennith: [Flasback] I'm as curious as those forces as you. But I don't see the need to control them.
Young Azmuth: If you can't control something, you don't truly understand it.
Zennith: I understand you, Azmuth, and I'm sure you're beyond anyone's control.
Young Azmuth: All right, Zennith. I'll try things your way - I promise.
Ben Tennyson: [End of flashback] Let me guess: you broke your promise.

Zennith: [Flashback] It's irresponsible to create things without thinking through the ramifications.
Young Azmuth: It's not my job to worry about what happens next. What matters is what happens now.
Ben Tennyson: [End of flashback] Well, that's true enough. [Azmuth hits the back of Ben's head] Ow! What-?
Azmuth: No, it's not true! That's the point of what I'm showing you! And I was once young and stupid as you are at this very moment.

Azmuth: Zennith was right after all. I swore to hide away the sword. And to dedicate myself to peaceful sciences.
Gwen Tennyson: And you developed the Omnitrix as a way to promote peace and unity.
Azmuth: It was an apology for what I had built before.
Ben Tennyson: And I turned it into a weapon. Funny how that worked out, huh?
Azmuth: Yeah. Hilarious.

Azmuth: This sword is a weapon of terrible power. If wielded by one who is worthy, it cannot be stopped.
Sir George: If it is so formidable, why do you not wield it yourself?
Azmuth: Because I am not worthy.

Sir George: [Flashback] Do not doubt me, wise one. Your gift may have saved humanity. [George leaves. End of flashback]
Azmuth: Saved it, or doomed it? After defeating the errant knights and the Lucabras, St. George stood alone against the Diagon. He cut out its heart and left the sword buried in it. I'll show you. [Azmuth shows them George fight Diagon]
Kevin Levin: No!
Gwen Tennyson: I - I can't watch. [Gwen turns away] I'm gonna be sick.
Ben Tennyson: Azmuth get us out of here now! NOW!

Azmuth: Be careful, Ben Tennyson. You now know the stakes.
Ben Tennyson: Hey, I don't even bother getting out of bed in the morning unless the universe is on the line.

Sir George: Tell me, young master Tennyson; how can you, who has yet to live a single lifetime, know better than I, who has lived a thousand?
Ben Tennyson: Azmuth has lived way more than that.
Sir George: Yes. And notice, he isn't here.
Ben Tennyson: Yeah, but guess who is! (transforms into Ultimate Humungousaur)
Ultimate Humungousaur: Ultimate Humungousaur!
Sir George: Big. But I've slain bigger!

Sir George: Oh "Azmuth says?" You've had people second guessing you, Master Tennyson. Everyone from Azmuth, to your parents, to those jackals in the media. Does it not frustrate you? Their thinking that they know better than you?
Ultimate Humugosaur: A little - yeah.
Sir George: Welcome to my world.

Sir George: But mine have stood the test of time; mine have inspired millions! What will your legacy be? With what stars will you align? How many times have you known in your heart that your way is best? How many times have your plans been thwarted because the very people you're trying to help won't trust you?
Ultimate Humungousaur: What do you want?
Sir George: To be left alone! So that I may destroy my ancient enemy!
Ben Tennyson: [Ultimate Humugosaur changes back to Ben] Fine. My friends and I will back off. But when you fail, I get the sword.

Kevin Levin: So we stuck out our necks for nothing?
Ben Tennyson: No! This way we have two chances to destroy that - whatever it is. George has earned the right to try it his way. Azmuth I think you shouldn't have tried to stop him.
Azmuth: You could be right.
Ben Tennyson: I mean George says I'm like him. You say I'm like you. I'm just trying- Wait. What-? I'm right?
Kevin Levin: Maybe the world is coming to an end.
Azmuth: I said you could be right. And it's not as if I've never made a mistake as you now know. All the reasons I built the Omnitrix and Ultimatrix- they're all true. But there's one more- the real reason. I was hoping she would notice.

Inspector 13 [3.12][edit]

Inspector 13: I am Inspector #13, Weaponmaster of Techadon. You are implicated in my ongoing investigation of failed Techadon units.
Ben Tennyson: You're a Weaponmaster. Nobody's ever even seen one of you guys.
Inspector 13: Correction. No one has ever seen us and lived.

Ben Tennyson: It would be a really good idea to let me go right now! Don't you know who I am?
Inspector 13: Benjamin Kirby Tennyson. Terran. Human. Active Plumber agent. Planetary and galactic protector.
Ben Tennyson: Guess you do.

Hacking System: Accessing Galvan code.
Ben Tennyson: Ha! Good luck hacking the Ultimatrix you'll never...
Hacking System: Firewall 1 breach Firewall 2 breach Firewall 3 breach.
Ben Tennyson: Yeah, okay but there's no way you get Master Control Access.
Ultimatrix: Master Control granted.

Ben Tennyson: (just as Inspector 13's blade is about to cut his hand off) You cut it off me and BOOM!
Inspector 13: Boom? Please define "boom".

Ben Tennyson: The Ultimatrix is not a weapon.
Inspector 13: Perhaps, but it soon will be.

Inspector 13: Escape is not possible, terran. Surrender is the logical choice.
Ben Tennyson: Yeah, I'm more of an intuition kind of guy.

Gwen Tennyson: (to Kevin) I thought we had an agreement: you stop sleeping in your garage, and I stop bugging you about sleeping in your garage.

(Gwen moans)
Kevin Levin: (to Gwen) Are you ok?
Ben Tennyson: I'm not! I'm strapped to a torture table!

Diamondhead (Gwen): (After being turned into Diamondhead and looks at Kevin who is now Jetray) Kevin?
Jetray (Kevin): (Who discovered that Diamondhead is really Gwen) Gwen?
Ben Tennyson: (sarcastically annoyed) Aw, come on!

Ben Tennyson: Boy, am I stupid.

Rath (Gwen): Lemme tell ya somethin', unstoppable Techadon battle robot! (rips off the Techadon's head, then crushes it) You should've quit while you were still a head!

The Enemy of My Frenemy [3.13][edit]

Ben Tennyson: (to Gwen) What's with the computer? Pirating spells on the internet?
Gwen Tennyson: Not exactly. I've written a spell that uses a predictive decryption algorithm on the computer to figure out the true name of Ledgerdomain before it changes.....if I can sync it up just right.
Ben Tennyson: So you're like a magic hacker? (looks at Kevin) Is my cousin cool or what?

Kevin Levin: Dude, teaming up with evil guys never ends well.
Ben Tennyson: What about you?
Kevin Levin: What about me? I'm not evil. I had a rough childhood.

Kevin Levin: (after Ben implies that the stone draining Adwaita has to be destroyed, walks up to the stone, picks it up, throws it off the cliff, dusting his hands) Problem solved. (gets a glare from Gwen) What?

Gwen Tennyson: She lived her whole life chasing after one thing. Now that thing is gone and she's just... empty. How do you fill that void?
Kevin Levin: It ain't easy, trust me.

Adwaita: Usurper! Thief of magic! Come and face the mighty Adwaita!
Charmcaster: Okay, who let the old windbag loose?

Couples Retreat [3.14][edit]

Ben Tennyson: Darkstar! What do you want?
Gwen Tennyson: He's got my grimoire.
Kevin Levin: There's probably an ointment that'll clear that right up.

Darkstar: I came here to fulfill my destiny. I'm powerful enough to take over the entire realm of magic!
Ultimate Humungousaur: Destiny, shmestiny. You're goin' down!

Ultimate Humungousaur: Stay down, and this won't get ugly.
Darkstar: That's where you're mistaken, Tennyson.

Kevin Levin: Who's up for some breaking and entering... and breaking?

(Michael is blasting at Kevin and Ben, while Gwen and Charmcaster watch from her bedroom)
Michael Morningstar: And when I'm done, I'll take lovely Gwen as a trophy.
Charmcaster: (incredulous) Lovely Gwen!? (turns to stare at Gwen, who looks a frantic to explain)
Gwen Tennyson: I swear! (holds up two finger) Two dates!!

Charmcaster: (to Morningstar) You always call me "Beautiful." You never say my name...
Michael Morningstar: What? I don't...(stammers) I... well of... of course I do... I have. Why wouldn't I?
Charmcaster: What is it then... what's my name, Michael?
Michael Morningstar: (short pause) Heather...
Charmcaster: (to wrong answer) AHHHH!!!!

Catch a Falling Star [3.15][edit]

Jennifer Nocturne: No more crowds, no photographers, just you and me on a beach...
Carl Nesmith: As long as it's a beach in a country that won't extradite me.

Carl Nesmith: I'm stronger than you, boy.
Ben Tennyson: Also older!

The Eggman Cometh [3.16][edit]

Kevin Levin: (about Jury Rigg) He's takin' apart the brakes! What kind of power is that?
Jury Rigg: Awesome kind!

Night of the Living Nightmare [3.17][edit]

Gwen Tennyson: The Ultimatrix is useless, Ben! Just give it to us, and we'll leave you alone!
Ben Tennyson: Please, just tell me what's happening?!
Ultimate Kevin: You're a selfish brat, and you don't deserve to wear it!
Ben Tennyson: (confused) Why are you saying that? I always do the best I can. I tried to help people.
Ultimate Kevin: (points at Ben) You turned me into a monster!
Gwen Tennyson: That's true.
Ben Tennyson: You're not a monster anymore. This doesn't make any sense!
Ultimate Kevin: STOP THINKING, TENNYSON! You're no good at it.

Goop: (to Vilgax) Since when are you the strong, silent type? Come on! Start bragging about how many planets you've conquered! Something!

The Beginning of the End [3.18][edit]

Sir George: You saved my life.
Winston: It was an honor to be your squire. (dies)
Sir George: You were no squire, Winston. You died a knight, a Forever Knight. And your death will not be in vain.

Ben Tennyson: (when the Forever Knights are attacking them) Maybe we can still try to talk some sense into them?
Kevin Levin: Sure, I'll make coffee.

Kevin Levin: Almost done. Ten minutes.
Gwen Tennyson: Ten minutes? You told us "ten minutes" over an hour ago.
Kevin Levin: I lied. I admit it, and I feel bad about it.

Sir George: Let this be our final battle.
Vilgax: Speak for yourself.

The Ultimate Enemy Part 1 [3.19][edit]

Kevin Levin: Thought Vilgax was dead.
Heatblast: Which time?

Sir George: Perdition!
Heatblast: That's just what I was gonna say.

Diagon: I'm everywhere. (laughs)

The Ultimate Enemy Part 2 [3.20][edit]

Gwen Tennyson: What are you planning?
Ben Tennyson: Something BIG. (Ben transforms)
Way Big: WAY BIG! Hey Diagon, why don't you pick on someone your own size? I'm-
Diagon: You, are a slightly larger speck than the other specks infesting this world. But still, you are beneath my notice.
Way Big: I wasn't finished talking yet. (Hits the Ultimatrix symbol)
Ultimate Way Big: ULTIMATE WAY BIG!!! (Ultimate Way Big flies into the air)
Gwen Tennyson: That's new.
(Ultimate Way Big hits Diagon's forehead and stays there)
Diagon: Impossible!
Ultimate Way Big: Just getting started!

Diagon: Still, you fight. Is this supine bravery, or are you simply too unintelligent to realize how hopeless your struggle?
Ultimate Way Big: Doesn't make any difference, does it? Either way, you're about to get your butt kicked! Actually, I can't tell if you even have a butt in that pile of spaghetti. Call it a metaphor.

Ben Tennyson: Psyphon, don't! With Diagon's power added to his own, Vilgax will be unstoppable!
Psyphon: Yes. That was after all...the point. (Presses the button and the machine sends Diagon's power into Vilgax)
Ben Tennyson: No!
(Vilgax flies into the sky)
Vilgax: The Esoterica worshiped me because I looked like Diagon. Now I AM the Diagon!

Vilgax: And here we are again, me, on the gust of total victory. You, the last man standing, the only slim hope left in this world; this UNIVERSE. Who will it be? Diamondhead? Swampfire? One of your tiresome Ultimate Aliens? Perhaps you have yet another new transformation to spring on me?
Ben Tennyson: No transformations. Not this time, but I do have one last surprise! (Picks up the Ascalon)
Vilgax: Azmuth's sword!
Ben Tennyson: Goes nice with the watch, don't you think?
(Vilgax grabs a piece of machinery)
Vilgax: I'm going to miss these little get togethers. (Throws it at Ben, who slices it in half with Ascalon)
Ben Tennyson: This is a GOOD sword!
Vilgax: I'm not afraid of you!
Ben Tennyson: You should be! I just figured out how to use this thing! (Gains Knight armor) As my old friend George used to say: Have at thee! (Vilgax blasts laser at Ben who simply uses the Ascalon to throw it back at him, they then charge at each other) Somebody should of done this a long time ago! (Stabs Vilgax)

Azmuth: The Ultimatrix. Give it to me.
(The Ultimatrix sparks, falls off Ben's wrist and disappears)
Ben Tennyson: But Azmuth, I thought I proved I was worthy.
Azmuth: As usual, you don't understand. You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you.
Ben Tennyson: I don't-
Azmuth: Oh for the love of- look at your wrist!
(Ben looks at his wrist and sees a new Omnitrix)
Ben Tennyson: An Omnitrix?!
Azmuth: THE Omnitrix. An improved version I've been working on ever since you were given the prototype six years ago.
Ben Tennyson: I don't know how to thank you.
Azmuth: Keep doing the right thing.
Ben Tennyson: I don't suppose you'd consider giving me the Master Control.
Azmuth: Perhaps for your eighteenth birthday. (Teleports away)

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