Ben 10: Ultimate Alien (season 3)

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

Episodes 33-52

The Purge

Simian Says

[Eunice is on Primus, checking samples from the Codon Stream and discovers that the Arachnachimp DNA is undergoing some issues]

Eunice: That's unsettling. [calls Azmuth]

Azmuth: What is it?!

Eunice: [apologetically] I'm very sorry to bother you, Azmuth.

Azmuth: And yet here you are!

Eunice: Yes, well, it's the Arachnichimp DNA stored in the Codon Stream. I've detected some sort of degradation in the genetic pattern.

Azmuth: Eunice, I put you on Primus precisely so I wouldn't have to deal with these mundane trivialities. Send some voliticus biopsies out for a fresh sample and stop pestering me!

Eunice: [mockingly] "Stop pestering me."

Kevin Levin: Well, well, well. If it isn't the con artist formerly known as prince.

Gwen Tennyson: Simian?!

Simian: Wait! I can certainly understand your ire.

Ben Tennyson: You lied to us, Simian… you used us and sold us out to the Highbreed!

Simian: And I'm sorry, but things have changed, and now I have no choice but to humbly beg for your help, oh, great Ben Tennyson, hero to all worlds.

Kevin Levin: Oh, this is gonna be good.

Simian: The Highbreed weren't exactly pleased when you caught on to my little deception before.

Gwen Tennyson: You mean when you tried to trick us into taking out the Plumbers' communications system so Earth would be defenseless against the alien invasion?

Simian: Yeah. That's the one. [voice-over during a flashback] I was able to distract them long enough to escape, taking along a few valuables to compensate me for my troubles. I sold a certain item to a powerful client named Mizaru, a collector of unusual animals. Honestly, I was only trying to make a fair profit. I had no idea this would happen.

[Back to the present]

Ben Tennyson: Are you telling me you willingly brought a Xenocite to your home world and turned 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 left on the planet. I… I need your help.

Kevin Levin: Not buying it. Nobody's that stupid.

Ben Tennyson: Maybe. But can we really take that chance? A whole planet of innocent Arachnichimps turned into mutant monsters?

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 just another con?

Gwen Tennyson: Then he's all yours.

Ben Tennyson: [carrying a DNA repair gun from the Highbreed Wars] Look what I've found. The genetic repair guns we used to cure the DNAliens back on Earth. Good thing we held onto these bad boys.

Gwen Tennyson: I just hope we have enough ammo to cure a whole planet.

[Simian and the team arrive on his home planet and the forest is covered in snow]

Ben Tennyson: Sure gets dark fast around here.

Simian: The forest is always dark below the canopy.

Kevin Levin: Not much heat either, huh?

Simian: That's not normal. It certainly never snows here.

Gwen Tennyson: Probably weather machines. The DNAliens like it cold.

Simian: Mizaru's palace is this way.

[As the team follow Simian along the way, Ben's Ultimatrix starts beeping]

Ben Tennyson: Hold up. The Ultimatrix is detecting a signal.

Kevin Levin: DNAliens?

Ultimatrix: Matrix core detected in range. Version code: Unitrix.

Ben Tennyson: Unitrix? Eunice is here?

Kevin Levin: All right, monkey boy. Spill.

Simian: I don't know. And if it doesn't have anything to do with saving this planet, I don't care.

Ben Tennyson: That's where we differ. Before we do anything else, we're going to find Eunice.

Ultimatrix: Matrix core detected in range. Version code: Unitrix.

Ben Tennyson: This way.

[Gwen, Kevin and Simian follow him, but once they arrive at Eunice's location, she is nowhere to be seen]

Ultimatrix: You have arrived at the matrix core. Version code: Unitrix. Ending route guidance system.

Ben Tennyson: I don't get it. It says she's right here.

Simian: Directions are different in the trees. You're thinking in two dimensions. Look out!

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.

Simian: They're not taking me without a fight!

Ben Tennyson: Man, I miss my old Omnitrix. Got enough power for this? [transforms into Terraspin]

Terraspin: Terraspin!

Simian: [to Eunice, while meeting her for the first time] How come you fight so much like an Arachnichimp?

Eunice: Because I'm a Unitrix. I can take on the power of whatever creatures are near me.

Simian: [puzzled] Like a living Omnitrix.

Kevin Levin: Now he's trying to figure out how much he could get if he sold you.

Eunice: Follow me.

[The team and Simian follow her to a cave where an Arachnichimp is hiding]

Haplar: Eunice, thank goodness you're back.

Eunice: This is Haplar and his family. [gestures to Simian] Other than your friend here, they're the only unaffected Arachnichimps I've seen in days. I came here to investigate irregularities with the Arachnichimp DNA in the codon stream on Primus, but as soon as I got near the planet, my ship was blasted out of the sky. [voice-over on a flashback of the events] I didn't even have time to grab my equipment before I was captured. The DNAlien Arachnichimps brought me and what was left of my ship to their leader: Mizaru. Mizaru didn't know me, but he recognized my ship as Galvan and decided to hold me for ransom. I had to get out of there and try to save the rest of the Arachnichimps from pending extinction. [back to the present] I've been on the run ever since. I met Haplar a short time later, and I've been helping his family to hide and find food, but we can't hold out forever. They may very well already be the last of their kind.

Ben Tennyson: We came to help, but I'm not sure how. The DNA repair guns we brought from Earth didn't work.

Eunice: Those guns were built to restore human DNA. Naturally, they have no affect on Arachnichimps.

Kevin Levin: Naturally.

Eunice: As for the Ultimatrix, Azmuth gave me a one-way subspace connection to Primus so I can upload DNA samples.

Gwen Tennyson: "Parallel signal interference." [to Ben] That's why your powers aren't working.

Eunice: Oh. I'll… shut it off.

Ultimatrix: Link to Primus re-established. All functions available.

Ben Tennyson: That's more like it. Now I can cure the DNAlien Arachnichimps.

Eunice: No. The Ultimatrix doesn't have that capability. But the equipment in my ship does.

Kevin Levin: Then what are we waiting for? We go to your ship, zap all the mutant monkeys back to normal, and we're home in time for dinner.

Eunice: I was hoping you'd say that. Come, Haplar. It's time.

[Haplar looks at his wife, who's tearing up]

Gwen Tennyson: Wait. Why does he have to go?

Euince: Because I need an original DNA sample for my equipment to work. Haplar volunteered.

Simian: [steps forward] You stay with your family, Haplar. This mess is partly my fault, anyway.

Kevin Levin: "Partly?"

Simian: I'll provide the DNA sample. Let's get going.

Greetings from Techadon

The Flame Keepers' Circle

[Ben, Kevin and Julie leave the building after Ben accidentally laughed inappropriately at Conduit Edwards, angering Julie]

Julie Yamamoto: Okay, 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!

[The team is hanging out at Burger Shack later that evening]

Gwen Tennyson: Wanna talk about it?

Ben Tennyson: [eating his burger] Talk about what?

Kevin Levin: The Julie thing. [eats his burger]

Ben Tennyson: I know! She's doing volunteer work for a crooked organization and she can't even see it.

Gwen Tennyson: Come on, guys. Give Julie some credit. She's not a dope.

Ben Tennyson: True, but that doesn't mean she can't get in over her head.

Gwen Tennyson: With a charity group? What's the problem?

Ben Tennyson: Her heart's in the right place, but that guy reminds me of a used-car salesman.

Kevin Levin: Kevin: Even if these guys were legit, their mission goes against plumber rules and interstellar law.

Gwen Tennyson: You think they really have access to alien tech?

Kevin: Doubt it. Smells more like a multilevel marketing scam. Getting your suckers to get more suckers -- charity for profit.

Ben Tennyson: Yeah, conduit wouldn't know alien tech if it was staring him right in the face.

[Gwen and Kevin's plumber badges start beeping]

Gwen Tennyson: Speaking of alien tech, looks like we've got a lead on that stolen plumber ship.

Ben Tennyson: Stolen plumber ship?

Gwen Tennyson: Grandpa Max called while you were getting your burger and a side of sulk.

Kevin Levin: The ship got jacked on a routine run of 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 the Diagon.

Ben Tennyson: I don't care who these people think you are. I know the truth.

Vilgax: But how can it be? I can see your tiny human brain struggling to comprehend the impossible.

Ben Tennyson: Vilgax, conqueror of ten worlds, living in a fish tank in the VIP room of a bunch of people who believe that Santa drives a UFO. It's a mystery, all right.

Vilgax: I should have been dead. Our last battle-- the terrible explosion. But just as you survived, so did I. Rather than being destroyed, I was lost to the sea. Too weak to revert to my normal form, I eventually washed up on shore… and was sold to a traveling carnival. Despite the indignity of my situation, it did provide me with food, shelter, and time to regain my strength. Recently, I was liberated by this collection of buffoons-- the Esoterica.

Ben Tennyson: The Flame Keepers' Circle. And this Diagon they're so obsessed with just happens to be some kind of space squid, too.

Vilgax: A most fortuitous coincidence, would you not agree?

Ben Tennyson: So now you're a prophecy made to order-- their old alien pal finally making his promised return.

Vilgax: "All hail Diagon!" They'd do anything for me. Why, they just acquired for me a class 7 interstellar ship.

Ben Tennyson: What are you going to do with it?

Vilgax: My followers think I'll use it to fetch some glorious alien tech stashed on a nearby moon. Instead, I will find Psyphon, regain my lost powers, then return home to rule my empire.

Ben Tennyson: You don't have an empire, genius. It fell after everybody heard you were dead. [Vilgax roars, hearing him say that] 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.

Julie Yamamoto: [covering her ears, blocking out Echo Echo's sonic shriek] I HATE WHEN HE DOES THIS!

Gwen Tennyson: [also covering her ears] WHAT?!

Double or Nothing

Ben Tennyson: I'm telling you, it's just wrong.

Kevin Levin: Pretending to be you in a stage show for money? Sure is… unless they pay you.

Ben Tennyson: Right? I mean, no. [pause] I mean, aren't there laws about this, facial copyright or something?

Gwen Tennyson: According to their website, this show sells out everywhere it plays. People are driving miles 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.

Kevin Levin: 10 Gwens.

Gwen Tennyson: [enraged] That is so wrong!

Kevin Levin: Um, 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: [angered] I am perfectly calm! [her hand glows and shakes it] Okay, now I'm perfectly calm.

Kevin Levin: I don't see what you're so sore about. I'm not even in the show.

Albedo: [taking off the brown hair wig and turns to Ben] Ben Tennyson, we meet again.

Ben Tennyson: [shocked] Albedo?! What do you think you're doing?

Albedo: I was about to go out for some chili fries. Care to join me?

Ben Tennyson: I mean, what are you doing with this show?

Albedo: Truth be told, I'm making the best of a bad situation. Thanks to you, I have no Ultimatrix, and hence no way to fly myself away from this sad little planet your actions stranded me upon. Worst of all, [takes off the green eye lenses, looking at his reflection] I'm trapped in this repulsive human form! And since I needed some way to earn a living… [takes off the green jacket, opens a closet, and takes out a sound-wave grenade] I realized that the most fitting, if ironic choice, would be to make money off of you. So I created "Ben 10 Live!"

Ben Tennyson: Well, you just had your last curtain call. The show's over!

Albedo: [shocked gasp] And disappoint my fans?!

Ben Tennyson: My fans!

Albedo: Whatever. [throws the grenade at them]

Gwen Tennyson: This Ultimatrix is just an overgrown strobe light. Between that and the smoke, he blinded the audience long enough to cover the aliens' entrances and exits.

Kevin Levin: So, you've been going around the country, doing this act for...

Albedo: Ever since I escaped from Vilgax's ship. Every second-rate resort, sales convention, and county fair. In one night, out the next.

Gwen Tennyson: But now you're gonna stop, right?

Albedo: What, and give up show business?

Ben Tennyson: Oh, I am so going to clobber you!

Gwen Tennyson: Oh, but what's the point?

Ben Tennyson: What's the point?! I'll tell you what's the point! How many times has Albedo stolen the Omnitrix, or the Ultimatrix, or kidnapped you, or, might I add tried to kill me?! And-and now, here he is again, ripping me off, using my face to fool people, and steal their money with this ridiculous dog-and-phony show!

Kevin Levin: Feel better?

Ben Tennyson: A little.

Gwen Tennyson: Ben, if you want to shutdown "Ben 10 Live," fine. My dad's a lawyer. Let him handle it.

Ben Tennyson: Yeah, but--

Gwen Tennyson: I don't like him either, but Albedo isn't a threat anymore. He's a nuisance.

Albedo: You needn't worry. Tonight was our last performance.

Hugh: What?! B-But what about--

Albedo: I said we're done.

Ben Tennyson: All right. But try anything like this again, and I'll… I'll…

Gwen Tennyson: See you in court.

Ben Tennyson: Yeah! That! [he, Gwen and Kevin then walk out of the building to the Rustbucket ship] I still think he deserved a major beat down.

Kevin Levin: Why waste the energy? You won, he lost. End of story.

Albedo: [enraged] You imbecile! The Ultimatrix must have interfered with the alteration field. So now whatever I turn into, I'll always change back... to this!

Hugh: It's all my fault, Albedo. I-I brought them here.

Albedo: Why would you do that?!

Hugh: Back home, I'm a nothing. But here on Earth, I-I'm kind of a celebrity. [clears throat] At least I closely resemble a celebrity. Most importantly, I had friends, especially you. That's why I told Ben Tennyson, so he would stop you, so you wouldn't leave.

Albedo: I don't blame you, Hugh. [turns to Ben, pointing angrily at him] I blame you! YOU DID THIS TO ME! IT'S ALWAYS YOU! [transforms into Rath]

The Perfect Girlfriend

The Ultimate Sacrifice

Ben Tennyson: What happened?

Azmuth: [repairing the Ultimatrix] Your sacrifice reset the Ultimatrix. The flaw that generated the self-actualized Ultimates has been corrected. Any Ultimates generated from this moment forth will simply be reflections of you, as was always intended.

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.

Sentient Ultimate Humungousaur: Glad you're all happy, but where do we go when the only home we've ever known... Is in that device?

Kevin Levin: You can always go back in. [Sentient Ultimate Humungousaur scowls at him] Or not.

Ben Tennyson: Somewhere out there is a planet where you can be free.

Azmuth: And I can take you there. [opens a portal and the other sentient Ultimate aliens follow him]

Sentient Ultimate Humungousaur: We were wrong about you. I was wrong.

Ben Tennyson: Given the circumstances, I can't say I blame you.

The Widening Gyre

Ben Tennyson: Colonel Rozum. This must be pretty embarrassing for you.

Colonel Rozum: Embarrassing?

Kevin Levin: He probably means the way we saved the Air Force's 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.

Ben Tennyson: So, what brings us to the department of weird today?

Colonel Rozum: Have you heard of the pacific garbage vortex?

Gwen Tennyson: Of course. Approximately billion tons of non-biodegradable plastics are dumped into the oceans every year. Currents collect this and untold trillions of pounds of other refuse into gigantic floating islands of garbage. The pacific garbage vortex is the largest in the world.

Ben Tennyson: Really?

Kevin Levin: She can't help it if she's a reader.

Ben Tennyson: How much garbage are we talking about here?

Gwen Tennyson: It's twice the size of Texas.

Kevin Levin: That's a lot of garbage.

Colonel Rozum: That's what the public knows. What they don't know is that the area around the vortex has become a dead zone, a dangerous place where ships tend to... Disappear. 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 upstairs are telling me to shut the investigation down… officially.

Gwen Tennyson: So you need someone to investigate… unofficially.

Ben Tennyson: Told you we were gonna do something fun.

Gwen Tennyson: 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. This is all man-made… all of it.

Ben Tennyson: How did this happen?

Gwen Tennyson: People were careless about where they threw away their trash. Regular debris degrades over time, but not plastic. It doesn't break down. The currents push it all together, and it becomes… this.

Kevin Levin: This reminds me of that show.

Ben Tennyson: What show?

Kevin Levin: The cartoon… The one we used to watch when we were kids. You know, the one where they're always fighting polluters. And those five kids fought evil with, like, the power to recycle? You know what I'm talking about. What was the name of that show? Was it, like, "Earth-man" or… or "Major Green"? Something like that? I have the theme song stuck in my head. [humming the Captain Planet theme song] You know it, right? It's gonna come to me, I know it.

Agent Locke: Excuse my partner. He's prone to being overly dramatic.

Agent Bryson: Am I overly dramatic? Am I really?

Kevin Levin: No way. This is like that other show that I used to watch! With the two agents who went around investigating weird stuff. What was the name of that show?

Gwen Tennyson: Can you stop talking about old TV shows for five minutes?!

Kevin Levin: It'll come to me.

Agent Bryson: The bacterium mutated the garbage, turned it into a toxic ecological nightmare.

Gwen Tennyson: That explains the giant birds, and maybe even the island moving by itself.

Agent Locke: That's just the beginning of the weird.

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. [turns to Gwen] You're not listening to me, are you?

Gwen Tennyson: Nobody's ever listening to you.

Gwen Tennyson: We were wrong. The monster wasn't on the island.

Ben Tennyson: The monster was the island.

The Mother of All Vreedles

A Knight to Remember

Solitary Alignment

Inspector 13

Diamondhead/Gwen: Kevin?

Jetray/Kevin: Gwen?

Ben Tennyson: Oh, come on!

Diamondhead/Gwen: Um… Ben? I think the Ultimatrix.

Diamondhead/Gwen: Ben!

Ben Tennyson: Gwen, you're okay!

Diamondhead/Gwen: Well, that sort of stretches the definition of "okay." We're trapped in your alien forms.

Ben Tennyson: Let me try something. [turns the Ultimatrix's dial and changes Gwen and Kevin back into their human forms]

Gwen Tennyson: Good job. Now don't hit the Ultimatrix again, okay?

Ben Tennyson: I'm trying to fix it.

Julie Yamamoto: Where are you?

Kevin Levin: [as the Ultimatrix symbol on his chest shows a hologram of Earth and the red dot represents Ben's location] The locator in his Ultimatrix says he's still on Earth.

Ben Tennyson: If you say so. All I know is that I'm in a Techadon factory.

Gwen Tennyson: I know where he is. It's the same Techadon factory Vulkanus used to attack Ben.

Julie Yamamoto: Why would they leave that thing in the middle of downtown, anyway?

Gwen Tennyson: Nobody can move it.

[Ben slams the Ultimatrix, turning Gwen and Kevin into Clockwork and Wildmutt, and Kevin drives his car out of control and crashes into a fire hydrant outside of the Techadon factory]

Wildmutt/Kevin: [whining as Clockwork/Gwen comforts him] Not my ride!

Julie Yamamoto: At least we're here.

Clockwork/Gwen: For all the good that does us, the army's been trying to get in there for weeks. What can we use if they can't?

[Ben presses the Ultimatrix again, turning them into Humungousaur and Way Big]

Humungousaur/Gwen: I withdraw the question.

Way Big/Kevin: We'll crack it open like an egg.

[Ben presses the Ultimatrix again, turning them into Upchuck and Nanomech]

Upchuck/Gwen: Or not.

Nanomech/Kevin: Do it!

Upchuck/Gwen: Not a chance.

Nanomech/Kevin: Gwen, that's how the powers work. Lick it!

Upchuck/Gwen: [licks the wall of the factory's wall] This is too disgusting to be a superpower.

Nanomech/Kevin: It's the only way in.

Rath/Gwen: RATH!! LET ME TELL YOU SOMETHING, UNSTOPPABLE TECHADON BATTLE ROBOT! [rips off the robot's head and crushes it] YOU SHOULD HAVE QUIT WHILE YOU WERE STILL AHEAD! YOU WANT A PIECE OF ME?! YOU WANT A PIECE OF ME?!

Ben Tennyson: Rath. Rath is good.

Amphibian/Kevin: Maniac cat girl is right.

Rath/Gwen: RATH HEARD YOU, KEVIN ETHAN LEVIN!

Amphibian/Kevin: You gotta fix this, Tennyson.

Ben Tennyson: Boy, am I stupid?

Rath/Gwen: LET ME TELL YOU SOMETHING, BENJAMIN KIRBY TENNYSON! EVERYBODY KNOWS THAT!

Gwen Tennyson: The Ultimatrix gave us your powers, right? Did you even check to see if you got ours?

Ben Tennyson: [facepalms in frustration] Oh, man!

The Enemy of My Frenemy

Couples Retreat

Catch a Falling Star

Gwen Tennyson: Kevin's gonna hate missing this one.

Ben Tennyson: Why's that? He likes refitting the Rustbucket a lot more than he likes going on missions.

Gwen Tennyson: But he likes ogling movie stars more than anything.

Ben Tennyson: Is "ogling" really a word?

Gwen Tennyson: Yes, and Kevin's really good at it.

[Ben and Gwen arrive at Bridgeman Trailer Park]

Ben Tennyson: You sure this is where Jennifer Nocturne grew up?

Gwen Tennyson: Of course. I did research.

Ben Tennyson: On the internet?

Gwen Tennyson: At the grocery checkout. [holds up a tabloid with a photo of Jennifer as an 8-year-old girl]

Maureen Nocturne: She was 14 when she left home to be on that TV show. Ain't never heard from her since.

Gwen Tennyson: What about her father?

Maureen Nocturne: Ran off before she was born.

[In a motel room… Jennifer is in the shower after trimming her hair short and dying it black]

Jennifer Nocturne: [wraps herself in a towel and steps out of the shower; to Nesmith] Problem solved. Nobody will recognize me now.

Carl Nesmith: [looking at his reflection in the mirror] Captain Nemesis was never quite as famous as you, but he was famous enough that I'll be recognized.

Jennifer Nocturne: You should have worn a mask. Maybe if you shave your mustache and dye your hair?

Carl Nesmith: Unfortunately, my makeover is going to be a bit more… complicated.

Ben Tennyson: [fighting Nesmith] You're going back to prison!

[Ben and Gwen are in his car, leaving the hospital after he got his arm broken during his fight with Nesmith]

Ben Tennyson: [groaning as he wakes up] Are we following them?

Gwen Tennyson: [driving] No, we're just leaving the emergency room.

Ben Tennyson: You let them get away? [painfully with his arm in a sling] Ow!

Gwen Tennyson: By the time I came back, they were already gone. Besides, you were hurt. The E.R. staff wasn't very happy with me wheeling you out before the anesthesia wore off.

Ben Tennyson: Okay. So, how are we gonna find Nesmith.

Gwen Tennyson: While you were under, I called Kevin. He showed me how to hack into Jennifer's phone records.

Ben Tennyson: What'd you get?

Gwen Tennyson: She just wired money to the account of a Dr. Randolph Pervis, DVM. That's where we're headed.

Ben Tennyson: Great. [puzzled] What kind of doctor is a DVM?

Gwen Tennyson: That's… the weird part.

Jennifer Nocturne: Let's forget all of this. Slip out of the country and disappear.

Carl Nesmith: We can't. We can fool the cops, but Tennyson will never stop looking for me. I have to get him first. He took everything from me. Everything. Everything!

Gwen Tennyson: [using her powers to scan the doll Jennifer had when she was 8 years old] Jennifer's aura is getting weaker.

Ben Tennyson: What's that mean? Is she out of range? Hurt?

Gwen Tennyson: No, it's more like… she's losing touch with herself.

Ben Tennyson: So, he's brainwashing her?

Gwen Tennyson: Not exactly. You ever heard of Stockholm Syndrome?

Ben Tennyson: Sure I have. Refresh my memory.

Gwen Tennyson: Victims start to identify with their captors, especially when they feel like their old life was empty and meaningless.

Ben Tennyson: Come on, she's rich, she's famous.

Gwen Tennyson: She has a mom from trailer park confidential, and a dad she never knew, plus, she dropped out of Vampire Summer 5 for "behavioral problems." Jennifer is a train wreck.

Ben Tennyson: [unsure] I don't know.

Gwen Tennyson: [pulls out prison records on her plumber's badge] Prison records show Jennifer sent dozens of letters and packages to Nesmith, sometimes several a week. She visited him almost every day. She was obsessed with him.

Ben Tennyson: So you're saying she's gone bad?

Gwen Tennyson: I'm saying she's a mess, and that, it's a lot harder to rescue someone who doesn't want to be rescued.

Ben Tennyson: All those aliens we fight? Usually, they want to steal something, or take over the world. Fine, I get that. But Nesmith. The prison guards, the limo driver, Dr. Pervis, that guy over there… Look what he did to them! And for what?

Gwen Tennyson: You don't have to be an alien to be a monster. Nesmith doesn't care who gets hurt as long as he gets what he wants.

Ben Tennyson: But what does he want?

Gwen Tennyson: You, Ben. [gives him the note Nesmith left] He left this in the truck. It says where he's going, dares you to follow him. It's obviously a trap.

Ben Tennyson: Obviously.

Carl Nesmith: Tried to take my company away from me, but I won't let them! [he and Jennifer enter the elevator] You wait, you'll see.

Ben Tennyson: [calling to Jennifer; quietly] Psst! Jennifer! [Jennifer sees him] We're here to help you.

Jennifer Nocturne: Go away! You'll ruin everything! Don't you see, I love him!

Carl Nesmith: [fires a blast at Ben with his armor gauntlet but Gwen immediately saves him] I'll destroy you, Tennyson, like you've tried to destroy me!

Jennifer Nocturne: [in the Nesmith robot mech suit] Let…him…go!

Eatle: This man is not your friend. He's pure evil!

Jennifer Nocturne: He's all I've got!

[After Ben and Gwen defeated Jennifer and Nesmith]

Carl Nesmith: Jennifer, you have to listen. They're going to put me in prison again.

Jennifer Nocturne: [shedding tears] No, we can still--

Carl Nesmith: I'm going to tell them I took you, that you didn't have any choice.

Jennifer Nocturne: Carl, I love you. I can't--

Carl Nesmith: If you love me, you'll do as I say. Keep your mouth shut, and wait for me. Promise me.

Jennifer Nocturne: Forever.

The Eggman Cometh

[Morning at Gwen's House… Natalie is in the kitchen taking out some ingredients to make chocolate chip cookies while listening to the recipe on the radio]

Instructor: [on radio] Most people think chocolate chip cookies have been around forever, but the real story is a lot more interesting. Wish I could remember it, but nobody forgets this wonderful old recipe. You'll need sugar, flour, butter, chocolate chips, and walnuts. [Natalie takes out the ingredients from the pantry and sets them down on the counter] But the nuts are strictly optional. My nephew's face once blew up like a beach ball because he kissed a girl who'd just eaten a peanut butter sandwich. Wait! I forgot the eggs, didn't I? [Natalie tosses the walnuts aside and walks over to the refrigerator] Nature's most perfect food. No… That's milk. Except milk won't give you fiber. [Natalie takes the egg carton out of the fridge and places one on a plate] My doctor's always telling me if I don't get more fiber, I won't be able to...

Gwen Tennyson: [entering the kitchen] Mom!

Natalie Tennyson: What is it, honey?

Gwen Tennyson: Can I use your car? I'm going over to Kevin's.

Natalie Tennyson: Okay. But don't eat any peanut butter sandwiches.

Juryrigg: Juryrigg!

Kevin Levin: Wrong alien, Ben.

Ben Tennyson: [horrified realization of shock] I just thought of something.

Kevin Levin: You gonna tell us, or do we have to guess?

Ben Tennyson: We have eggs at my house!

Gwen Tennyson: Ben, listen to me. Whatever Juryrigg broke, he can fix.

Ben Tennyson: He can? How do you know?

Gwen Tennyson: Breaking things couldn't be his only power. It just couldn't.

Night of the Living Nightmare

[Ben walks up to Kevin's garage where he only finds his car and sees Aggregor]

Ben Tennyson: Aggregor?! How'd you get out of the Null Void?! [Aggregor just remains silent like the DNAlien and Vilgax; activates the Ultimatrix] Seriously? This whole "silent treatment" thing, it's getting old. [transforms into Lodestar]

Lodestar: Lodestar!

[Ben fights with Albedo in Mr. Smoothy]

Ben Tennyson: Cheap shot. And it didn't even hurt.

[Albedo changes into Big Chill]

Negative Big Chill: My mistake. I'll do better this time. [freezes Ben, but he then breaks himself out] You should be frozen!

Ben Tennyson: I'm wearing a jacket.

[Albedo then changes into NRG and fires a beam at Ben, but he is resisting]

Negative NRG: No, no, no, no! [Ben punches him away and uses his strength to pull his grill plates apart and take him out of the suit] Let me go!

[Albedo changes into Brainstorm]

Ben Tennyson: Change into whatever you want. I'll just keep beating you. Forever and ever!

Albedo: [reverting back] I understand now. Somehow, you've broken free from the dream eater. Easy enough to fix. [The dream eater appears in his hands]

Ben Tennyson: Keep that thing away from me!

Albedo: [walks towards Ben, but ends up slipping on the same smoothie Ben accidentally knocked over in the real world, falls onto the floor, and the dream eater attaches itself to his face] Get it off me! GET IT OFF ME! [In the real world… Ben, Gwen and Kevin surround him in Ben's room with the dream eater still attached to him; weakly while writhing] Get it off me. Get it off me.

Ben Tennyson: I heard a loud noise, and when I woke up, I found him just like this. What is that thing?

Kevin Levin: A Cassiopeian Dream Eater. Nasty.

Gwen Tennyson: Found it on the Extranet. They attach to a host and make them have terrible nightmares. They eat the chemicals your brain produces under stress.

Kevin Levin: Obviously, he intended that for you.

Gwen Tennyson: But he wasn't prepared for how messy your room is.

Kevin Levin: [chuckles] Tripped on your smoothie and dropped the bug on his own face.

Ben Tennyson: Can't we pull it off of him?

Kevin Levin: Not without taking his face along with it. Maybe a Galvin doctor?

Gwen Tennyson: I already called. A plumber transport is on the way.

[Albedo starts groaning and squirming as he's in the middle of a bad dream]

Ben Tennyson: I wonder what he's dreaming.

Albedo: No. Stay back. Please. [In his nightmare… he's sitting in the corner of Mr. Smoothy as all of Ben's aliens advance towards him; cowering fearfully] Please, don't hurt me! STAY BACK!

The Beginning of the End

Ben Tennyson: Esoterica! It's an ambush! [activates the Ultimatrix and transforms into Four Arms]

Four Arms: Four Arms!

Gwen Tennyson: At least we're not bored anymore.

[After battling the Esoterica, Gwen captures one of them with her manna powers]

Gwen Tennyson: Just like I thought. He can't teleport through manna.

Kevin Levin: [holds him down] Thanks, Gwen. I got it from here.

Gwen Tennyson: Don't hurt him.

Kevin Levin: Start talking.

Esoterica: [defensively] You don't scare me. I've got nothing to say.

Kevin Levin: I believe you. Too bad.