Ben 10 (2005) (season 3)

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The following is a list of quotes from the third season of the 2005 series Ben 10.

Season Three (Episodes 27-39)[edit]

Ben 10,000[edit]

Gwen Tennyson: I had his party totally wired.
Ben Tennyson: You chose his birthday wish?
Gwen Tennyson: And how is he supposed to make one without a cake, that you were supposed to get?
Ben Tennyson: Uh, excuse me. Full-time hero here. When do I have time to go get some dumb old cake? You were supposed to do it. Anyway, it's no big deal.
Gwen Tennyson: For Grandpa it is.
Ben Tennyson: Fine! Play you to see who goes. Rock, paper, scissors; on three!
Gwen Tennyson: You are so on! You always lose.

Ben Tennyson: Whoa. You're me, right? And it looks like I"m new and improved! This is so cool! That I'm so cool! Did you say headquarters? I have my own headquarters!
Future XLR8: I don't have time for this. (Ben stops him)
Ben Tennyson: So, when can you catch fill me up on my other 9,990 other alien heroes?
Future XLR8: Hmm. How about...NEVER! (runs off)
Both Gwens: (to Ben) You could lose the attitude, you know!
Gwen Tennyson: Wait a minute, you're... me? Gwen?
Future Gwendolyn Tennyson: Actually, I've been going by Gwendolyn since college.
Gwen Tennyson: College? Ivy League? Do I have a masters?
Gwendolyn Tennyson: Look, I didn't bring you here to find out about your future. I came back to bring Ben.
Gwen Tennyson: So, why nab me?
Future Gwendolyn Tennyson: I remembered Ben's listening skills sorta stunk. Grabbing you was the only way I knew he'd come.
Gwen Tennyson: So time travel is no big deal now?
Future Gwendolyn Tennyson: You just need to know the right spell to create the right kind of portal.
Gwen Tennyson: I know magic? How wicked is that? What else do I know how to do? Did I ever get my black belt?
Ben Tennyson: Hello! Forget you! This is about me!
Future Gwendolyn Tennyson: He's right.
Gwen Tennyson: Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time.
Future Gwendolyn Tennyson: Ben 10,000 needs his help.
Ben Tennyson: I seem pretty tough. What could a cool Superhero like me need anyway?
Future Gwendolyn Tennyson: Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even he can't solve alone.

Midnight Madness[edit]

Gwen Tennyson: 500 stores, 72 restaurants, 48 movie screens, an indoor roller coaster,...
Ben Tennyson: We could just spend the whole summer here! This place has everything!
(an alarm sounds)
Officer: Halt in the name of mall security!
Grandpa Max: Including their own police force.

(Ben tries to hypnotize Gwen)
Ben Tennyson: Your eyelids are feeling heavy, you are falling into a deep sleep.
Grandpa Max: Hey, Ben, what are you doing back there?
Ben Tennyson: Uh, nothing. (to Gwen) You are now completely under my power.
Gwen Tennyson: Yes, master. Your wish is my command.
Ben Tennyson: Whoa, cool, it worked! Now, get me some ice cream.
Gwen Tennyson: Yes, master.
(Gwen goes to get ice cream)
Ben Tennyson: Now, give it to me.
Gwen Tennyson: Yes, master.
(puts the ice cream on Ben's head)
Ben Tennyson: Hey!
Gwen Tennyson: Psyche! You want anything else, "master?"
Ben Tennyson: (annoyed) Just a different cousin.
(Gwen laughs)

A Change of Face[edit]

Charmcaster: (in Gwen's body) What's she doing here?
Ben Tennyson: She says you're not you and she's not herself, but that you're each other. At least, that's what I think she's saying.
Grandpa Max: Gwen, is this true?
Gwen Tennyson: (in Charmcaster's body) She's not Gwen!
Charmcaster: (in Gwen's body) Who are you guys going to believe, this liar or your own eyes?
Gwen Tennyson: (in Charmcaster's body) All right. If you're Gwen, then you should know the name of the teddy bear Ben sleeps with?
Ben Tennyson: Hey, Furry Freddy has his own bed! It just happens to be next to mine!
Gwen Tennyson: (in Charmcaster's body) You just gave her the answer, you dweeb! Did your parents send you to doofus school or were you born like this?
Ben Tennyson: Gwen? It really is you!
Gwen Tennyson: (in Charmcaster's body) Duh, that's what I've been saying.

Ben Tennyson: (in Gwen's body) Hurry up and go Fourarms!
(Gwen (in Ben's body) transforms into Cannonbolt)
Cannonbolt: (Gwen's voice) Whoa, this is kind of cool!
Ben Tennyson: (in Gwen's body) I said Fourarms, not Cannonbolt!
Cannonbolt: (Gwen's voice) Give it a rest, doofus. It's not like you're much better at working this thing than I am.
Ben Tennyson: (in Gwen's body) All right, all right! Just get me out of this thing!

Merry Christmas[edit]

Grey Matter: What's that doing in the middle of the desert?
Gwen Tennyson: Grandpa, can we check it out? Please?
Grandpa Max: Sure, don't sweat it.
(Grandpa laughs while Grey Matter and Gwen glare at him)
Grandpa Max: Uh, sorry, just couldn't help myself.

Mr. Jingles: Without my perfect toys, what will Santa do?
Grandpa Max: Christmas isn't about giving the perfect toy. It's about the spirit in which we give. Isn't that right, kids?
Ben Tennyson: Yeah. But I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa? (Gwen pushes him to the ground)


Ben Tennyson: Kai seems bummed. Maybe I could cheer her up.
Gwen Tennyson: Since when do you care about what girls care a....bout? [smiles wickedly] Unless you like her!
Ben Tennyson: What?
Gwen Tennyson: That's it! Like, you so, like, like her.
Ben Tennyson: No way!
Gwen Tennyson: [sing-song voice] Ben's got a crush, Ben's got a crush!
Ben Tennyson: So not!
Gwen Tennyson: So do!
Ben Tennyson: But if you're hanging around Kai or something, could you do me a favor?
Gwen Tennyson: What?
Ben Tennyson: Sort of let it slip how cool I am, you know, that you're lucky to have me for a cousin.
Gwen Tennyson: So, basically, you want me to totally lie?
Ben Tennyson: Well, when you put it that way - SURE!

Benwolf: (blown back by the Yenaldooshi's roar) Guess its bark is worse than its bite.

Benwolf:Going XLR-Wolf. (Realizes) Wait. It's Not On My Wrist!

Ben Tennyson: It's a long summer. Maybe I'll see you again.
Kai Green: The thing is, Ben, you seem like a nice guy, but you're just not my type.
Ben Tennyson: Huh? I thought you really liked me.
Kai Green: Well, that was before you turned back into, well, you.
Ben Tennyson: What's wrong
Kai Green: Nothing. And the alien stuff is cool, but not as cool when you were a Yenaldooshi. I figured I could train you, tame you.... You know.
Gwen Tennyson: Train him? Tame him?! He's a person, not a pet! You can't talk to my cousin like that!
Ben Tennyson: Thanks.
Gwen Tennyson: Only I can talk to my cousin like that! You just blew it big time!
Kai Green: Oh, well. Whatever.

Game Over[edit]

[Ben and Gwen realizes that the Omnitrix don't work inside the game]
Gwen: That's right! Now how can we get out of here?!
Ben: Come on, Brainiac, I played this game a hundred of times, nothing can surprise me [a giant robot-sumo crush him and sends Gwen flying]
Gwen: [falls backwards] Ben!

Abel North: That Doesn't Prove Anything!
Tim Dean: Even Those Weak Villains On Your Old Show Could've Pulled Off A Better Frame Job.
Ben Tennyson: (Walks Up To Them) Ha! You Wanna Talk About Lame, Old Villains? Bowling Ball Bandit?! Kitty Litterer?!
That Furball Doesn't Even "Meow" Right!
Tim Dean: (Angrily) That's IT! (Tries To Tackle Abel, But Five Guards Capture Them Both)
Ben Tennyson: Nice Going, Gwen. (Shows Gwen The Guards Stopping Abel North And Tim Dean) You Could've Put That Slimeball Animator Away For Good, If You Hadn't Opened Your Big Mouth.
Gwen Tennyson: Didn't North Say He Handled All His Special Effects, (Ben Gets Surprised) INCLUDING Explosives?

Under Wraps[edit]

Note: Gwen uses magic for the first time since stealing Charmcaster's pocket-sized spellbook in "A Change of Face".

Ben Tennyson: Grandpa, what gives?
Grandpa Max: What gives is that I ran out of water in the shower... again. It's your job to keep the tank full, Ben.
Ben Tennyson: I will, just later.
Gwen Tennyson: Sure. The same way you're "going" to make your bed or take out the trash.
Grandpa Max: Well, you're a fine one to talk, young lady. You think those dirty dishes are just gonna wash themselves?
Gwen Tennyson: But it's summer vacation, Grandpa.
Ben Tennyson: Yeah, if we wanted to do chores, we could have just stayed at home.

Todd Maplewood: (milking a cow) Just squeeze and pull. Squeeze and pull.
Ben Tennyson: Don't they have machines for this?
Todd Maplewood: Ma doesn't believe in them. Says they spook the cows.
Ben Tennyson: Isn't there something else we could do?
Todd Maplewood: Well, the manure needs to be shoveled.
Ben & Gwen: Milking!

The Unnaturals[edit]

Grandpa Max: Hey, Ben, check it out. Your hometown baseball team, The Cannons, are in the finals of the Little League World Series.
Ben Tennyson: No way! I was supposed to be on that team.
Gwen Tennyson: Yeah, if only you could hit or throw or run...
Ben Tennyson: Think we could go, Grandpa?
Gwen Tennyson: ...Or catch or slide. Stop me if I'm leaving anything out.

Ben Tennyson: How did you two jer...guys make the team anyways?
Cash Murray: Talent. 100% pure talent.
J.T.: And four other guys got chicken pox. (Cash elbows him) Oh!
Ben Tennyson: Aw, man! That means I would have made the team, too.
Gwen Tennyson: (scoffs) Yeah - by default.

Monster Weather[edit]

Grandpa Max: This entire summer, we've gone where YOU wanted to go, Benjamin.
Ben Tennyson: What about Aunt Vera's house? THAT wasn't my idea.
Gwen Tennyson: And you ended up having a good time.
Ben Tennyson: Yeah, okay, but...
Grandpa Max: You know I've waited all summer to see Shag Carpeting.(holds up record album)
Ben Tennyson: Those weirdos make Wildvine look normal. Besides, who listens to records anymore anyway?
Grandpa Max: That's not the point.
Ben Tennyson: No, the point is: what's more important - getting a new digi downloader some sea alien trashed that I kicked butt on or staying here just because YOU say so?
Ben & Max: (both to Gwen) Gwen, explain it to him. (back at each other) You just don't get it!

Ben Tennyson: Guess I don't need to take a bath for a month.
Grandpa Max: Good job, Ben.
Ben Tennyson: (he moves his face to remove the water from his body) No problem. So, this means we can go to the Sumo Slammer Convention now?
Grandpa Max: Sorry. One has nothing to do with the other.
Ben Tennyson: But I went XLR8 to save the day!
Grandpa Max: As a matter of fact, I was wondering about that. You just happened to be him when that cloud monster appeared?
Ben Tennyson: Uh, yeah. Why?
Grandpa Max: Well, just that XLR8 could have zipped off to that convention without Gwen or me ever realizing you were gone.
Ben Tennyson: Oh, you think you know everything!

The Return[edit]

Ben Tennyson: Those cons picked the wrong bridge at the wrong time.
Grandpa Max: Ben, this time we need to figure out our plan before you go charging off.
Gwen Tennyson: Grandpa's right.
Ben Tennyson: Okay, here's the plan: you guys sit back and enjoy the hero show.
Grandpa Max: Ben. Gwen and I can help.
Ben Tennyson: Heh-haa, that's funny, Grandpa. I'm outta here.

XLR8: The Master?" Who's the...Wait a minute, I know this place.
Viktor: Yes, it is where you believe you destroyed my Master. You were wrong!
(XLR8 gasps)
Zs'Skayr: I live!!
XLR8: Ghostfreak?!
Viktor: Master, all is prepared...
XLR8: How can this be? I saw him fry! (XLR8 changes back to Ben again)
Zs'Skayr: You and I have a score to settle, Ben Tennyson!
(Ben stares with fear, episode ends with "To Be Continued" cue card)

Be Afraid of the Dark[edit]

Grey Matter: Yo, Earth to Grandpa! Come in, Grandpa!
Grandpa Max: Ben?
Gwen Tennyson: If you're checking up on us, don't bother! We're totally handling things up here. We don't need your help.
Grey Matter: Wrong! When you hear what I'm about to say, you're gonna wish you had my alien muscle with you.
Gwen Tennyson: Since when is Grey Matter muscle?

Zs'Skayr: Now, how shall I dispose of you three?
Gwen Tennyson: (overacted) Oh, whatever you do, don't toss us out into space!
Zs'Skayr: Excellent idea! Remove the suits!
Ben Tennyson: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?

Gwen: I can handle this. Appendega Regorria.
Zs'Skayr: You've learned some new tricks since we last met, child.
Ben Tennyson: She's not the only one. (transforms into Benviktor)
Benviktor: Electromagnetic body? Sweet.

Gwen: Let's see. Reanima Flordetica. Okay. How about Reanimina Dynamica?

The Visitor[edit]

Xylene: Rumors are swirling that there's some new DNA weapon out there. Sure you won't change your mind and come with me?
Grandpa Max: Tempting, but until I bring Vilgax down, I have a job to do here - but we'll always have Roswell.

Diamondhead: Well, if I'm such a mess-up, then why'd you send the watch to ME in the first place?
Xylene: I didn't send YOU the Omnitrix. You FOUND the Omnitrix before it reached its intended recipient.
Diamondhead: What?
Xylene: The pod containing it veered slightly off its intended course.
Diamondhead: I got the watch by mistake?
Xylene: Of course. You didn't believe that I would purposely send the most powerful device in the universe to a child, did you? I was sending it to Max.

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