Ben 10

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Ben 10, created by Man of Action, a group which consists of Duncan Rouleau, , is an original series from Cartoon Network Studios that aired as part of Cartoon Network's Sneak Peek Week on December 27, 2005. On a camping trip with his cousin and grandfather, a boy named Benjamin "Ben" Tennyson finds a device called the Omnitrix, which looks similar to a watch. The Omnitrix attatches to Ben's wrist and allows him to transform into alien heroes that have different powers Ben Voice Tara Strong Gwen Voice Meagan Smith Rocka Voice Mark Sanderson Beast Boy Voice Greg Cipes Starfire Voice Ashley Johnson Raven Voice Greg Burson Emily Robinson & Brian Anderson Cyborg Voice James Wilson Jr Kevin Voice Michael Riesz & Charlie Schlatter Robin Voice Yuri Lowenthal .

First Season[edit]

And Then There Were 10[edit]

Jamie: Thanks a lot.
Ben Tennyson: I was just trying to help.
Jamie: Next time you wanna play hero, make sure you can back it up.
Grandpa Max: (drives up) Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.
Ben Tennyson: Uh, Grandpa, a little help here?

Grandpa Max: Chow time.
(puts down a bowl of meal worms)
Ben Tennyson: Okay, I give up. What is that?
Grandpa Max: Marinated meal worms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.
Gwen Tennyson: And totally gross in others.
Grandpa Max: If these don't sound good, I've got some smoked sheep's tongue in the fridge.

Grandpa Max: Who wants to roast marshmallows?
(no response)
Grandpa Max: Okay, um... How about we tell scary stories?
Ben Tennyson: Scarier than having to spend the summer with your freak of a cousin?
Gwen Tennyson: I'd like to, Grandpa, but I'm busy doing a web search on cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope.

Ben Tennyson: I'm gonna take a walk. Smell ya around, Gwen.

Heatblast: AAAAAAH! I'm on fire! I'M ON FIRE! Hey, I'm on fire, and.... I'm okay! Check it out; I'm totally hot. [laughs, then looks at a tree] Oh, yeah. Uh-huh. Here it goes! [throws a fireball at it, burning a hole in it] That's what I'm talkin' about. Likin' it. [throws another one through several trees, then realizes his mistake] Wait, STOP! (trees catch on fire) Uh-oh. [tries with no success to stomp out a fire] Oh, man. I'm gonna get so busted for this!

Grandpa Max: Looks like the start of a forest fire. We better let the ranger station know. Probably some darn fool camper out there messing around with something he shouldn't. BEN!

Heatblast: This would be so cool if it weren't so NOT cool.

Heatblast: I know I look weird, but there's no reason to be scared of-
[Gwen hits him with a fire extinguisher and sprays at him, causing him to cough.]
Gwen Tennyson: I don't know what you are, but you'll stay down there if you know what's good for you. [Heatblast puts her shoe on fire and laughs as she puts it out, Gwen raises her fire extinguisher to hit Heatblast] I warned you!
Heatblast: Don't even think about it, freak.
Gwen Tennyson: [recognizing Ben by the way he talks] Ben? Is that you? What happened?

Grandpa Max: (after realizing Ben is Heatblast) Ben? What happened to you?
Heatblast: Well, when I was walking this meteor...
Gwen Tennyson: (cuts Heatblast off) Um, excuse me. Major forest fire burning out of control, remember?
Heatblast: What do we do?
Grandpa Max: Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?
Heatblast: Shooting flames, I can definitely do.

Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?
Heatblast: Hey, this time it wasn't my fault. I swear.
Grandpa Max: I believe you, Ben.
Gwen Tennyson: Think he's gonna stay a monster forever?
Grandpa Max: He's not a monster, he's an alien!
(Heatblast and Gwen stare at him suspiciously)
Grandpa Max: Uh, I mean look at him, what else could he be?

Heatblast: Hey, I don't wanna be Fire Guy forever. How am I supposed to play Little League this fall if I charcoal the ball every time I catch a pop fly?

Ben Tennyson: I'm me again.
Gwen Tennyson: Aw, too bad. I liked you better when you were a briquette.

Gwen Tennyson: So, what did it feel like going all alien like that?
Ben Tennyson: It freaked me out at first. It was like I was me, but it was like I was someone else. (Omnitrix pops up) Hey, I think I figured out how I did it. Should I try it again? Just once?
Gwen Tennyson: I wouldn't.
Ben Tennyson: No duh, you wouldn't. (activates Omnitrix)

Ben Tennyson: (messing with the Omnitrix) Huh. I wonder what this does.
Gwen Tennyson: (surprises Ben) Caught ya! (laughs)
Ben Tennyson: (mimicking Gwen's laugh) Very funny, like your face.
Gwen Tennyson: Grandpa said not to mess with that thing.
Ben Tennyson: Yeah. So, what's your point?
Gwen Tennyson: Did your parents drop you when you were a baby?
Ben Tennyson: Come on. You can't tell me you aren't a little bit curious what else this thing can do?
Gwen Tennyson: Not in the least.
Ben Tennyson: You sure you're related to me?

Vilgax: [to Robot Lieutenant] What do you mean it's not there? This battle nearly costs me my life, and you say the Omnitrix is no longer aboard the transport?!

[Ben destroys Vilgax's robot.]
Vilgax: Failure?! Unbelievable! The puny Earth being that is keeping the Omnitrix from me will soon hang on my trophy wall.

Grandpa Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.
Ben Tennyson: Sorry, Grandpa, but at least I figured out how to make it work. All you do is press this button, then, when the ring pops up, just twist it until you see the guy you wanna be, slam it down, and - bammo! - you're one of ten super-cool alien dudes.
Gwen Tennyson: What about STAYING a super-cool alien dude and not transforming back into plain old pizza face?
Ben Tennyson: I kinda haven't figured that part out yet.

Diamondhead: (after seeing the giant robot) Looks like papa robot this time. I'll get gear-head's attention, you guys get the campers to safety.
(giant robot grabs park ranger)
Diamondhead: Leave him alone! You want someone to pick on, try me.

Diamondhead: [after saving Gwen] So, we even?
Gwen Tennyson: Even. [the robot grabs Diamondhead]
Diamondhead: Uh oh!

Grandpa Max: Way to go, Be- uh Diamond-headed guy!
Diamondhead: Oh yeah! Who's bad?!

Grandpa Max: Where's Ben?
Gwen Tennyson: Haven't seen him since breakfast. [Ben, in XLR8 form, arrives back at the RV]
Grandpa Max: Ben?
XLR8: Yup. Hey, check this out! [Ben uses XLR8's super-speed to break camp & pack the baggage in record time.] Pretty fast, huh? (the Omnitirx times out; XLR8 turns back to Ben)

Washington B.C.[edit]

Grandpa Max: (sniffs something burning) Knew I should have got those asbestos seat covers when I had the chance.
Heatblast: Sorry Grandpa. Can't help it. I'm hot.
Gwen Tennyson: (blasts Heatblast with a fire extinguisher) Ten aliens on that stupid watch and you pick the one with the flaming butt?!
Heatblast: Jealous?
Gwen Tennyson: (makes a look and sprays his arm with the fire extinguisher)

Dr. Animo: I'm sorry. I can't hear you. It sounds like you have a frog in your throat. Ah-ha-ha-ha-ha! Or is that the other way around?

Grandpa Max: Let's check out the pet department.
Gwen Tennyson: Please tell me you aren't looking for our breakfast.

(confronted by a giant hamster, Ben's watch is still recharging)
Gwen Tennyson: (to Ben) If you didn't go cereal diving, one of those heroes could be saving us from becoming hamster chow.

Grandpa Max: Being a hero isn't about others knowing you did something good, it's about YOU knowing you did something good. Being a hero is its own reward.
Ben Tennyson: What? Were you reading the greeting cards at the Mega Mart?
Grandpa Max: Well, yes.

Dr. Animo: I'd love to stay but I need to claim the award I so richly deserve.

Gwen Tennyson: (dourly as she's being carried off by a giant parrot) "Spend a summer with your grandpa, honey. I'll be an adventure."

Grandpa Max: (exhausted from walking up the Washington Monument) Like it would have killed the founding fathers to install an elevator.

Stinkfly (to Gwen) I can't shake cracker-breath. You're gonna have to trust me.
Gwen Tennyson: Trust you?
Stinkfly: (tosses Gwen off of his back and then grabs her and flies to the Washington Monument as Gwen screams)
Grandpa Max: Come to grandpa.
(Stinkfly flies by Grandpa Max, allowing him to grab Gwen and then beats up the large bird)
Grandpa Max: Go! Stop Animo. We're all right.
Gwen Tennyson: Speak for yourself.

Stinkfly: Oh, man! This hero stuff ain't easy.

Ben Tennyson: Plus, I guess saving the city from Dr. Whacko was its own reward.
Gwen Tennyson: (sincerely) Don't forget you saved me, too. Thanks.
Bent Tennyson: Yeah, well, that's what we heroes do best - rescue dweebs.
Gwen Tennyson: You are SUCH a major doofus.
Ben Tennyson: I KNOW you are, but what am I?

The Krakken[edit]

[Ben jumps into the lake and invites Gwen to come in too.]
Gwen Tennyson: Please. Who knows what nasty slimy things are slithering around in there? [shines her flashlight on Ben] I rest my case.
Ben Tennyson: Aw, come on! What's the point in camping by a lake if you're afraid to get wet? (splashes Gwen with lake water)
Gwen Tennyson: Aah! Knock it off, midget!
[Ben starts going under the water.]
Ben Tennyson: Hey! Something's got me!
Gwen Tennyson: Very funny, Ben. I'm not falling for it. Ben? (a green flash is seen and a large, slimy figure appears from the water. Gwen throws down her flashlight and screams, then the figure comes into view as Fourarms) Ben!
Fourarms: You should've seen the look on your face! Ah, priceless.
Gwen Tennyson: You are so busted when I tell Grandpa!
Fourarms: (taking off the seaweed of him, laughing) I can't believe she fell for it! A monster in the lake! How dumb can you be? [Krakken bursts out of the water and attacks Fourarms.]

Captain Shaw: Some folks say my rudder's not right.
Grandpa Max: Why doesn't THAT surprise me?

Ben Tennyson: Ripjaws to the rescue. [dives underwater, activates the Omnitrix]
XLR8: [rising to the surface] Hey! I said Ripjaws, not XLR8! Stupid watch!

Stinkfly: (flying Captain Shaw to shore) Almost there! (Omnitrix beeps) Oh! Not again!

Jonah Mellville: Thanks for the hand. And the feet.
XLR8: Just what's in that box that's so important you'd risk your lives for it?
Jonah Mellville: Uh...Our lunch.
XLR8: You almost got munched for a few sandwiches?! (the Krakken appears to grab the box and disappears in the water)

(Ben is in XLR8's form on the boat with Jonah Melville, and the Omnitrix is about to time out)
XLR8: Sorry, gotta run! [runs on water back to the Shaw's boat. The Omnitrix is still beeping] Almost there... I think I'm gonna-- [the Omnitrix times out, and Ben flies through the air] Yaaaah!! [Ben flies through the air and lands in the water] make it.

Captain Shaw: Low-down, no good fish kissers!
Ben Tennyson: Captain Shaw. What is it?
Captain Shaw: The nerve of those enviro-punks! They shut down the entire lake! No one tells me where to sail, and no is gonna keep me away from reeling in the catch of the century! Nobody.

Bad Guy #1: Is that a bird?
Bad Guy #2: Nah. Looks like a plane.
Jonah Melville: It's a bug! Man the harpoons!

Ripjaws: [to Jonah Mellville] You wanna mess with a monster? Try me on for size!

Permanent Retirement[edit]

Gwen Tennyson: What do you have that's non-fat with less than three percent sugar?
Store Attendant: Napkins. (to Ben) What about you, kid?
(from outside, Ben sees some thugs stealing an ATM)
Ben Tennyson: I'm about to go Rocky Road.

Grandpa Max: Great work, Ben.
Upgrade: Oh, yeah! I'm ready for anything! Bring it on! What's next?
Grandpa Max: We're heading off to see your Aunt Vera for the weekend.
Upgrade: Aw, boring old Aunt Vera? N-O-O-O-O-O-O!!!!

Grandpa Max: Just watch your cheeks, Vera's a pincher.

Ben Tennyson: Seriously, why do old people have to live where it's sooo hot?

Ben Tennyson: Ugh. Why do old people's houses always smell like somebody's cooking socks or something?

Vera Tennyson: So, Ben, what have you been doing so far this summer?
Ben Tennyson: Dealing with alien life forms.
Vera Tennyson: Oh-ho-ho-ho, you.

Vera Tennyson: (giving Gwen a seashell) Listen. (Gwen puts the seashell to her ear and hears, not the ocean, but raspy breaths)
Ghostfreak: Loooserrrr...
(Ghostfreak appears behind her)
Gwen Tennyson: (gasps) Ben?
Ghostfreak: (waving to Gwen) See ya, wouldn't wanna be ya.

Ghostfreak: (Upon seeing an old woman jump up onto the ceiling and snatch a fly in her mouth) Yuck! No way. Ninja old people.

Ben Tennyson: (calling back to Marty) Uh, I didn't see your face suddenly pop on the back of your head! I swear! (to himself) What kind of vitamins are these freaky old people taking?

Gwen Tennyson: Ben, you snuck out. Vera was hurt.
Ben Tennyson: Eh, she's old. She'll forget.

Gwen Tennyson: You know, ever since you've had that watch, you're like a magnet for the weird.

Ben Tennyson: (opens up Vera's refrigerator) Prune juice, prune juice, and, oh, what a surprise, more prune juice. Why does it seem old people were always old?

Ben Tennyson: Something or someone's got to Aunt Vera and who knows how many other of the fossils around here.

Gwen Tennyson: (to Ben after he, as Wildmutt, gets attacked by an allien) Hey, short, dumb and hairy. Rule one, he's not Grandpa! He's an alien freak. And that leads to rule two, which is we kick alien butt!

Gwen Tennyson: That's scary. I'm starting to speak mutt.

Huge Limax: Whatever you are, you just made a terrible mistake. Us Limaxes live for the heat. Why do you think we came to the desert in the summer?

Ben Tennyson: (preparing to go Heatblast) You guys really burn me up! (transforms into Heatblast)
Heatblast: Now, I'm going to return the favor.

Grandpa Max: We should put them all back in their condos so they think they never left.
Gwen Tennyson: (complaining) But that could take hours.
Heatblast: Give me a few minutes, I'll see if XLR8 can help out.


Grandpa Max: Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right.
Ben Tennyson: I know, but it's always fun.

Gwen Tennyson: You rockhead, you almost turned me into swiss cheese!
Ben Tennyson: I said I was sorry. What else do you want?
Grandpa Max: What we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. You've got to think when you use it.
Ben Tennyson: I know, but come on! You guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt. [puts his feet on the table in front of Gwen, who pushes them back onto the floor]
Gwen Tennyson: Yeah, well, one of these days you're gonna screw around and get your own butt kicked! And I hope I'm there to see it!
Ben Tennyson: [smugly] Dream on, geek face.

Ghostfreak (to Gwen): What's the matter, Gwen? You look like you've seen a ghost- Freak! [laughs]
Gwen Tennyson: Get over yourself, doofus! You don't scare me!
[Giant robot destroys the door]
Gwen Tennyson: But he does!

Ghostfreak: (when Kraab attacks Ghostfreak and Gwen) No problem. I'll handle this guy. (flies toward Kraab) Oh man, you put the "ug" in "ugly!"
Kraab: Hand over the Omnitrix and I promise you won't suffer...much. (opens and closes his claw twice)
Ghostfreak: Dream on, clawboy. (turns to Gwen) What's he talking about?
Gwen Tennyson: Why else would some alien track you down? He wants the Watch, Einstein!
Ghostfreak: Oh, man. Who is this guy?
Gwen Tennyson: Remember when I said I wanted to be there when you finally got your butt kicked? I take it way back!
Ghostfreak: No need to get snobby about it, Miss Know-it-all!

Kraab: What a pathetic excuse for prey.

(Kraab approaches)
Gwen Tennyson: You're the super-guy, do something!
Ghostfreak: (to Kraab) You better keep your claws to yourself.

Ben Tennyson: That was even weirder than when I normally go Ghostfreak.

Tetrax Shard: Billions of beings on this planet, and the Omnitrix winds up the wrist of a foolhardy youth.
Diamondhead: Well, like I told your buddies, this thing doesn't come off. I've tried.
Tetrax Shard: Of course it doesn't. Its power utilizes alien DNA, which binds to the host's own genetic structure. It can not simply be removed like taking off a hat.

Tetrax Shard: The Omnitrix is not some toy for your amusement. It's the most powerful weapon in the galaxy, the key to an epic battle between good and evil.
Diamondhead: And whose side are you?
Tetrax Shard: You're still alive, aren't you?

Tetrax Shard: I am a noble warrior. You are an impulsive annoyance.

Tetrax Shard: Your choice of warriors is based solely on brute strength wthout regard for any strategy. Do you ever pause to consider your actions at all?

Ben Tennyson: All right. Hero-time.

Ben Tennyson: (Tetrax gives him his hoverboard) Oh man! Are you serious?! Wait...I thought you needed this to get off the planet.
Tetrax Shard: Selective disinformation.
Ben Tennyson: What?
Gwen Tennyson: He lied.

Gwen Tennyson: How come you get all the cool alien stuff?
Ben Tennyson: Fits my style.
Gwen Tennyson: Right.

Tourist Trap[edit]

Gwen Tennyson: There is such a thing as taking a joke too far, you know.
Stinkfly: (laughing) Impossible. Funny is funny.

Stinkfly: The fire's too intense. Oh, I wish I was Heatblast!

Grandpa Max: (about Stinkfly) Come on, folks. Give the...bug a chance to work.

Kid: Ahh! That's the monster that ate that kid!
Stinkfly: Well, look at the time. Gotta fly.

Grandpa Max': Ah. Is this place great or what?
Ben Tennyson: Uh... I'll go with "or what."
Grandpa Max: Come on. What's more exciting than the world's biggest fish bowl?
Ben Tennyson: Um, everything?

Benn Tennyson: PLEASE tell me this is it, because I can't stand "it" anymore. (reads sign) "Do not touch it."
Gwen Tennyson: (reads sign) "Do not photograph it."
Ben & Gwen: (reads the sign together) "Do not use batteries or electrical equipment anywhere near it."

Ben Tennyson: Look at this place! These guys are full of..."it." We've been punked!

Gwen Tennyson: What are we going to tell Grandpa?
Ben Tennyson: Nothing. We just play dumb.
Gwen Tennyson: Easy for you. You're a lot better at it than I am.

Gwen Tennyson: We have to come clean, tell Grandpa EVERYTHING.
Ben Tennyson: Sometimes it's hard to believe you're really a kid. Never admit anything until you absolutely have to. Got it?

Mayor Earl: Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say.
Gwen Tennyson: Maybe it's an alien.
Mayor Earl: Alien? That's just plain kooky talk.

Gwen Tennyson: Why go Upgrade?
Upgrade: It's complicated. You wouldn't understand.
Gwen Tennyson: Watch didn't let you change into what you wanted it to, did it?
Upgrade: Shut up!

Mayor Earl: It eats electricity. The more it gobbles, the more powerful it gets. It's also got a dangerous sense of humor.

Mayor Earl: Is it just me, or is there a lot of excitement today?

Upgrade: Okay, don't touch an electric guy when you're made of living metal.

Gwen Tennyson: Who needs an alien superhero when you've got good old-fashioned brain power?

[after Gwen tries an experiment to ground the Megawhatts which failed, Ben looks to Gwen and grins.]
Gwen Tennyson: Ben Tennyson, don't say a word.
Ben Tennyson: Hey, I'm just glad I'm the one who didn't screw up this time.

Gwen Tennyson: Hey, mega-wimps. You wanna see something really funny? You guys are all wet. (sprays the possessed planetarium with a hose, then dodges its attempt to step on her)

Heatblast: (holding a huge fireball) What's the matter? Can't take a joke? (tosses the fireball and destroys the planetarium, the Megawhatts leave the wreckage) You really got burned with that one. You guys should quit while you're behind.

Gwen Tennyson: Once again, science saves the day.
Ben Tennyson: With a little help from science fiction.

Kevin 11[edit]

Ben Tennyson: This thing ate my tokens!
Clerk: Read the sign, kid. It said '"play at your own risk".
Ben Tennyson: This place is a rip-off, you know that?
Kevin Levin: You're right. The games here stink.
Ben Tennyson: Yeah,but not as bad as his breath. Major case of sewer mouth.
Kevin Levin: [laughing] You're funny. Here, you owe me one.

Kevin Levin: Ha! So much for your gang! [Heatblast's power dissolves] Uh, what's going on?
Fourarms: Your powers are gone.
Kevin Levin: Looks like you're about to give me some more, Ben.
Fourarms: I don't think so.
Kevin Levin: You don't have a choice. I've still got enough juice to fry these guys.

Kevin Levin: This is gonna be real fun.
Fourarms: Tell me about it.
Kevin Levin: I'm taking all your alien powers.

Kevin Levin: [smiling] If they thought I was a freak before, [uses Heatblast's fire powers] just wait.

Gwen Tennyson: Where do you think you're going?
Ben Tennyson: Where does it look like? Out!
Gwen Tennyson: Get back here!
Ben Tennyson: Sorry. I don't speak, dweeb!
Gwen Tennyson: You're gonna be so grounded.

Grandpa Max: I told you not to sneak in there.
Ben Tennyson: Well, if you want to get all technical about it.
Gwen Tennyson: I never even got a chance to take a shower in a real shower, for the first time all summer. Plus, they had a spa. A spa! Nice going, doofus!

Grandpa Max: How do you expect me to trust you if you keep misusing the watch?
Ben Tennyson: Excuse me! I used it a hundred times for good. Why can't I use it just once for me?
Grandpa Max: It's not how many TIMES you use it, Ben. It's HOW you use it.
Ben Tennyson: It was no big deal.
Grandpa Max: To you, and that's all you care about.

Ben Tennyson: This is my vacation, too. You can't always tell me what to do. You're not my dad.

Hotel Guard: What have you got to say for yourself, kid?
Ben Tennyson: [scared and puzzled] Uh, game over.

Kevin Levin: It's time I got what's coming to me. Nobody's calling me "freak" anymore!

Kevin Levin: (after Ben turns into Stinkfly) Ugh! You reek!
Stinkfly: I know!

Kevin Levin: We should be partners. Between the two of us, with our powers, we could do whatever we want whenever we want. We'd totally cash in. Whadda ya say?

Ben Tennyson: [to himself] You don't care about anyone else but yourself.
Kevin Levin: Are you talking about me?
Ben Tennyson: No. I'm talking about me.

The Alliance[edit]

Joey: Hey, this is MY heist!
Female thug: You can have it! (she and another female thug run away)

Vilgax: Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance.

(Grandpa Max is hospitalized with a severe concussion, several lacerations and a broken leg)
Doctor: Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?
Ben Tennyson: Actually the bumper flew through the air after this robot drone blew up the car.
Doctor: (understandingly) Vivid imaginations are good coping mechanisms in situations like these.

Vilgax: Perhaps one head is better than two.

Vilgax: Listen to me, whoever you are...
Rojo: Where are you? Who are you, and how did you get in my head?
Vilgax: No questions! You are here to serve me.
Rojo: Guess again. I work for me and only me. (electrical flash) Ugh!
Vilgax: You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless. Fulfill my command and I will teach you. Fail me and I will turn you to dust!
Rojo: So what do you want?
Vilgax: Only one thing, a piece of valuable technology missing from my possession, and luckily you are already programmed to find it.

Gwen Tennyson: I'd worry more about how some girl kicked Four Arm's butt.
Ben Tennyson: Hey, heroes don't hit girls.
Gwen Tennyson: Good to know. (punches him)
Ben Tennyson: Ugh! (punches her back)
Gwen Tennyson: Ow! I thought you said...
Ben Tennyson: (darkly) I'm not in hero mode.

Heatblast: Great. I need muscle and I get an alien candle instead. If scissors cuts paper, fire melts rock, right?

Heatblast: Oh, man. I hate it when you're right.

(Rojo throws Heatblast into a truck and uses her laser cannons to destroy it, taking out an oil truck in the process; Heatblast emerges unscathed)
Heatblast: You want me? I'm right here.
(Rojo tries to attack him, but he dodges and snaps his fingers, igniting the oil; Rojo is sent flying)
Heatblast: See ya.

Gwen Tennyson: Ben, you can't run away from us!
Ben Tennyson: Don't tell me what I can or can't do! This is my fight. My weird watch, not yours.
Gwen Tennyson: Yeah, but you're my weird cousin.

Ben Tennyson: Grandpa, can we talk later? I've got an indestructible robot thing none of my aliens can take out.

XLR8: (as Rojo destroys the police academy) Looks like you got this party started without me. (Rojo then grabs XLR8 and kicks him into a nearby police car)

Rojo: If he wants his Omnitrix, he can have it. This is getting fun. (prepares to blast XLR8)
XLR8: Who's "he?" (gets up and kicks Rojo multiple times) One good kick deserves another.

Upgrade: Now this won't hurt a bit. (merges with Rojo, shorting out the robotic parts)
Rojo: Ugh. Get outta me!

Vilgax: Listen to every word. Be afraid. You can not run, You can not hide from me. I will find you, and when I do I will retrieve my Omnitrix and destroy you.

Upgrade: I lied.
(Rojo's robotic parts fall off, leaving her as normal Joey)
Joey: I'm...normal.
Upgrade: Abnormal's way more like it.
Joey: Look, I don't know what came over me. Come on, please, you gotta help me. (sees her weapon on the floor) I'm just a girl. (grabs weapon and aims it at Upgrade)
Gwen Tennyson: Guess what? So am I. (kicks Joey, knocks her unconscious)

Last Laugh[edit]

Officer: I don't care what anybody says. You circus freaks are okay by me.
Ripjaws: Circus freak? I'm not a circus freak. I'm a superhero. (dives in the water)
Officer: Hmm. Looked like a freak to me.

Grandpa Max: Now, I haven't been to a circus since I was a boy. Sounds like fun. What do you guys think?
Gwen Tennyson: I love the circus!
Ben Tennyson: That's because you belong in one.

Gwen Tennyson: What is you malfunction?
Ben Tennyson: What do you mean?
Gwen Tennyson: Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?
Ben Tennyson: I'm not scared of anything.

Zombozo: If you love clowns, then this is the place to be. You're gonna die laughing. That's a Zombozo guarantee.

(after Ben leaves the show to buy some popcorn)
Grandpa Max: Is Ben all right?
Gwen Tennyson: You're asking me? I stopped trying to figure him out a long time ago.

Ben Tennyson: Whoa! The freaks are felons!

Frightwig: (ripping an ATM off the wall) It's payday! Hahahaha!
Ben Tennyson: Time to play fetch. (transforms into Wildmutt)
Thumbskull: (worried about seeing Wildmutt) Good doggy. Down, boy.
(Wildmutt knocks down the freaks and then rips the roof off of their car, causing the stolen goods to fall out)
Thumbskull: Hey, that's our stuff.
Acid Breath: No mutt's gonna steal my loot. Get him!
(Acid Breath attacks, but Wildmutt knocks them down again)
Acid Breath: (to Thumbskull) Don't just stand there like a sore thumb. Get the boss!

Zombozo: (after Wildmutt stops the circus freaks) I hear you're full of tricks, little doggy. Let's see if you know how to... play dead. (hits Wildmutt; Wildmutt cowers behind a girder) This isn't a mad dog. It's a scaredy cat!

Ben Tennyson: Grandpa, are you okay?
Grandpa Max: (slight chuckle) I just... feel kind of glum. That's all. (chuckles again)
Ben Tennyson: Then why are you smiling? Wait a minute! Where's Gwen?

Zombozo: I love the sound of laughter. It feeds my soul.

Grandpa Max: Ben, I think that Zombozo robs people of more than just their possessions. I think he steals people's happiness until there's nothing left.
Ben Tennyson: And he's got Gwen!

Upgrade: Didn't your mom ever tell you it's not polite to spit?
Acid Breath: Who do you think taught me in the first place?

Upgrade: [getting ready to go inside and face Zombozo] Okay. He's just a guy with a red rubber nose and some makeup. Nothing Upgrade can't handle.
[Omnitrix powers down]
Ben Tennyson: [yelling at the Omnitrix] Whose side are you on, anyway?

Ben Tennyson: I want my cousin back!
Zombozo: Cousin? Oh, didn't you hear? She ran away with the circus. (shows Gwen lying on the ground)
Ben Tennyson: [turning into Ghostfreak] Oh, you're funny. But I'm gonna get the last laugh!
[Ben activates the Omnitrix and transforms into Ghostfreak.]
Zombozo: [unimpressed] Nice try, kid, but I sell the tricks. I don't BUY 'em.
Ghostfreak: I just figured out there's something I'm even more afraid of than you.
[He punches Zombozo and turns invisible.]
Ghostfreak: Losing my family to some goofball emotional vampire. In other words...
[He punches Zombozo and turns invisible again.]
Ghostfreak: ... you're going down, clown.

Zombozo: I'm warning you to back off.
Ghostfreak: You want to see something really scary? [shows Zombozo his true form, terrifying him] Aww. Now don't tell me you're afraid of old Ghostfreak. Boo! [Zombozo explodes in confetti]

Gwen Tennyson: [pops up wearing a clown mask] Boo!
Ben Tennyson: Hi, Gwen. Trying on some new makeup? That's a good look for you.
Gwen Tennyson: Aww, you're no fun anymore.

Lucky Girl[edit]

Tour Guide: And behind this impenetrable glass is the recently discovered and only known existing copy of the Arkamada Book of Spells.
Gwen & Tour Guide: (in unison) It contains ancient witchcraft and rituals from the late 1600s.
Tour Guide: Maybe you should work here, dear. (leaves)
Ben Tennyson: Don't let old mummy-face get to you. She's probably older than that spellbook.

Grandpa Max: (as everyone floats up to the ceiling) Something tells me this isn't on the tour.

(after hitting Hex with trash cans)
Grandpa Max: Guess we got his attention.
Gwen Tennyson: Kind of wish we hadn't.

Grandpa Max: (after XLR8 defeated Hex) Nice job.
XLR8: Just doing what I need to do and keeping it low-key. (everyone starts cheering and photographing him) Who's your hero?

Gwen Tennyson: The only reason you're a big hero is because of that watch. If I found it instead of you, I'd be getting all the attention and all the cool souvenirs.
Ben Tennyson: (goes through the box, picks out something, and offers it to Gwen) All right, here, take it.
Gwen Tennyson: Really?
Ben Tennyson: Yeah, I got tons of other stuff.

Grandpa Max: You know, in all my travels, I never actually saw a crawfish climb in someone's nostril until today. (chuckles)
Ben Tennyson: (fake chuckle) Glad I could make your day, Grandpa.

Gwen Tennyson: (talking about her charm) It's like every time it glows, everything just goes my way.

Grandpa Max: (Gwen appears wearing a costume) Gwen?
Lucky Girl: It's Lucky Girl, Grandpa.

Gwen Tennyson: I cross-referenced the Archamada Book of Spells with dark magical charms, and look. It's part of a set called the Charms of Bezel. This charm is luck. There are also charms for fire, levitation, reincarnation.
Ben Tennyson: Whoa! Those are the charms Mr. Freak at the museum wore when XLR8 kicked his butt.
Gwen Tennyson: That's why he wanted the Book of Spells. But it says all the Charms of Bezel must be used for the spells to be at their full power. Oh well, his loss is my gain.
Grandpa Max: I'm afraid more like was. We need to turn that charm into the museum.
Ben & Gwen: No fair! Not before I...
Ben Tennyson: ...try it.
Gwen Tennyson: ...use it again. The world needs someone with the power of Lucky Girl.
Ben Tennyson: Newsflash. I'm the only one with powers.
Gwen Tennyson: Well, you can make that "one" a "two" now.
Ben Tennyson: All that stuff you did it's not you, it's that charm.
Gwen Tennyson: It's not you either, it's that watch.
Ben Tennyson: You're just jealous of me.
Gwen Tennyson: Am not!
Ben Tennyson: Are too! Times ten!
Announcer: (on the radio) And in the news of the weird, reports are coming in that the city's famed haunted history mansion has come alive, trapping dozens of visitors inside.
Ben & Gwen: Grandpa!
Grandpa Max: On it.

Ben Tennyson: You don't need luck when you've got skill.

Hex: Give me my charm!

(tries to get the charm; a curtain falls on him)

Lucky Girl: You should have said "Please."

Lucky Girl: (after hitting Hex with a rock) Luck only takes you so far, Grandpa.

Hex: Time to turn this city into an old memory.

Fourarms: (picks up Hex) Time for the magician to disappear. (tosses Hex into a coffin and Max closes the lid)
Lucky Girl: (holding Hex's charms) I could fly, shoot out bolts of electricity, bring trees alive: I'd be unstoppable! Or I guess I could just be me. ( smashes charms)

Grandpa Max: You know, you two make a pretty impressive team.
Gwen Tennyson: "Made," now that my power's history.
Ben Tennyson: Hey, you did the right thing destroying those charms.
Gwen Tennyson: Maybe just admit I did a good job?
Ben Tennyson: (exhales) Gwen, you did a good job. There, happy?
Gwen Tennyson: Totally.
Ben Tennyson: Good, 'cause I'm NEVER saying it again.
Gwen Tennyson: You don't have to.
Ben Tennyson: (Gwen pulls out a recorder and presses play) "Gwen, you did a good job. Gwen, you did a good job."
Ben Tennyson: Oh, man.
Ben Tennyson: (on the recorder) "Gwen, you did a good job. Gwen, you did a good job."
(Gwen laughs)

A Small Problem[edit]

Grey Matter: [Transformed when he wanted Ripjaws] No! Anything but the micro-munchkin! [under the circumstances he should have at least appreciated not getting Heatblast]

Grey Matter: [attempting to get revenge on the attendant who wouldn't let him on a ride] Time to tie up some loose ends.

Gwen Tensnyson: Grandpa's not going to like going alien just to sneak on a ride.
Grey Matter: That's why I'm not going to tell him. In a few minutes, I will be back to normal, and he'll never know. [glares at Gwen] Will he?
Gwen Tennyson: We gotta towel off. Or in your case, napkin off.

Howell Wayneright: Amazing! A perfect miniature alien being!
Grey Matter: Who you calling miniature!?

Gwen Tennyson: (looking at Howell's photo of Grey Matter on his phone) He looks so sad. They can't torment Ben like that, only I can torment Ben like that!
Grandpa Max: (takes the cell phone and looks at the call history) If we can get a reverse trace on that number, we should be able to get an address.
Gwen Tennyson: Grandpa, there's a sneaky side to you I'm totally starting to appreciate.

Gwen Tennyson: [answers the phone] Hello?
Grey Matter: Gwen, it's me.
Gwen Tennyson: Ben? You're still Grey Matter?
Grey Matter: Yeah, the watch still won't work.
Gwen Tennyson: Where are you?
Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West with a vertical angle at 45 degrees.
Gwen Tennyson: Brainiac, how about a street?
Grey Matter: Oh, yeah, it's Ripley.

Grey Matter: [taunting a cat] Here, kitty, kitty. I taste just like chicken.

Grey Matter: [talking to the Omnitrix] What is your malfunction? Probably something stupid like the DNA splicing replicator copying a fragment of amino acid sequence. [Pause as Ben's mind starts to catch up] So this is what it feels like to be smart.

Grey Matter: [after being chased by Howell falls into water comes up to breathe] Ahh, fresh air. [looks around and notices that he is in a toilet bowl] this is so gross.

Howell Wayneright: What? What? Where are you taking him?
Enoch: Our scientists have a few tests to run.
Grey Matter: Yeah, but honestly, I've never been very good at tests! Nor quizzes for that matter.
Howell Wayneright: I found him. He belongs to me!
Enoch: He's OURS now. And you just became disposable.

Grandpa Max: They call themselves The Organization, a well financed secret society dedicated to collecting alien technology.
(Gwen stares at him strangely)
Grandpa Max: Uh, hey, when you've been around as long as I have, you pick up a few things.

Grey Matter: (strapped in for an autopsy) Don't bother with the slice and dice. I'm just as grey on the inside as I am on the outside!

Howell Wayneright: Hey! Back off! Aliens are people too! (pauses) Well... sort of.

Howell Wayneright: Anyone see where that little alien went?
Ben Tennyson: Nope!
Gwen Tennyson: Not a clue.

Ben Tennyson: Ah, feels good to be big again.
Gwen Tennyson: Heh! Big? Get real, shorty.
Ben Tennyson: Don't make me go Forearms on you! (Omnitrix releases electrical feedback) I didn't do anything!
Gwen Tennyson: We so have to get that fixed.

Side Effects[edit]

Upgrade: (yelling at the thug) Hey!
Thug: Huh? (sees Upgrade driving up)
Upgrade: (uses a positronic blast to blow up the trunk of the thug's car, causing money to fly out) Some people just can't hang onto their money. (forms a spike on a wheel and pops one of the tires of the thug's car, causing the car to crash)
Thug: (noticing that Upgrade bike has no driver) No way!
(Upgrade burns rubber in front of the thug, covering him in smoke)

Upgrade: (spots an ice cream truck) Well, I did just nab the bad guy. (unmerges with the motorcycle and opens up the truck) Now we're talking!

[After a long chase, Gwen finds Ben sneaking a snack inside an ice cream truck.]
Gwen Tennyson: Maybe now you'll think twice about having snacktime inside an ice cream truck.

Grandpa Max: You okay?
Ben Tennyson: Achoo!
Grandpa Max: I'll, uh, take that as a no.

[Gwen pulls out a lot of medicines.]
Gwen Tennyson: Decongestant, cough suppressant, hospital mask...
Ben Tennyson: [wipes his nose] I don't need all that junk.
Gwen Tennyson: They're not for you, dweeb! They're for me. Once a bug like that gets out, there's no stopping it.
[Ben grabs a shirt that Gwen left on the couch and wipes his runny nose with it.]
Gwen Tennyson: Hey! That's my new blouse!
Ben Tennyson: Maybe now you'll think twice about leaving new clothes lying around.

Ben Tennyson: (drinking Grandpa's remedy) I don't know what's worse, the cold or the cure.

Clancy: Black widows. You shouldn't make any...sudden moves. Our grandfather built this building. We grew up here, me and my little friends. They're the only ones who understand. And no one is evicting us!

[Ben, as Fourarms, grabs Max and Gwen in his bottom arms while breaking out the ceiling with his top ones. Gwen, noticing Ben's smelly hives, covers her nose.]
Grandpa Max: It's your hives. The cold must have turned them into pus-filled pockets of...
Gwen Tennyson: ...Pure putridness!
Fourarms: I can't help it! I'm sick!
Gwen Tennyson: You're telling me.

Fourarms: You want to be king? Get ready to be crowned!
(Clancy summons fire ants, which start swarming up Fourarms' legs)
Fourarms: Aaagh! Ants! In my pants!

Gwen Tennyson: Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option.
Ben Tennyson: And I know just the chef.

Heatblast: That's it! Time to turn up the Heatblast around here! (sneezes) Hey! What happened? You should be a bunch of briquettes by now! (realizes) My cold! It froze my flames!

(red lights flash and an alarm goes off)
Heatblast: What's happening? I-is that bad?
Gwen Tennyson: No. I'm sure anytime an alarm goes off inside a nuclear plant it's good news.

Gwen Tennyson: I don't get it. Since when are YOU an automatic ice cube maker?
Heatblast: Eh-heh. I guess for some aliens getting a cold isn't just an expression.

Grandpa Max: (about the reactor meltdown) I can't override. All the manual controls have overheated.
(Clancy starts running towards Heatblast)
Grandpa Max: Ben, look out!
(Heatblast freezes Clancy)
Automated Voice: Core meltdown in ten. (starts counting down)
Heatblast: Stand clear, I've got an idea. (freezes reactor)
Automated Voice: (countdown stops at 2) Core temperature falling. Returning to below critical limits.
Gwen Tennyson: All right!
Grandpa Max: Way to go, Ben!
Heatblast: Thanks, heh heh. Now, can we please get some hot chocolate or something? (sneezes)


Vilgax: The Omnitrix. Wasted on pointless heroics!
Robotic Lieutenant: Should I dispatch more drones to retrieve it?
Vilgax: No. [leaves the regeneration tank] I'll see to this task myself.

Grandpa Max: It was just a bad dream, son. We can talk about it in the morning. (walks away)
Ben Tennyson: It seemed so real. He looked right at me and said "I'm coming for you now."
Grandpa Max: (suddenly stops) Change of plan. We're hitting the road right now.
Gwen Tennyson: Grandpa, it's 3 in the morning.
Grandpa Max: Best way to beat the traffic.

Vilgax: The Omnitrix has been activated. Pinpoint its location. I have you now.

Gwen Tennyson: [after her laptop shuts down] Hey, what gives?!
Upgrade: Sorry, you are a loser. And always will be.
Gwen Tennyson: Aah! Ben, get out of my computer!
Upgrade: What? I'm just entertaining myself.
Gwen Tennyson: This is my private property and you're getting your cooties all over it!
Upgrade: Huh? What's this? A diary! Dear Diary, my cousin Ben is such a--
Gwen Tennyson: Doofus! Knock it off!
Grandpa Max: Ben, now it's not the time to go alien. Do you understand?
Upgrade: I was just fooling around. [reverts back to Ben]
Grandpa Max: We can't afford to attract attention right now.
Upgrade: What kind of attention could I attract in here? (Omnitrix times out)
Grandpa Max: Never mind, Ben.
(Ben and Gwen exchange curious looks)

Heatblast: You! You're the alien from my visions.
Vilgax: At last we meet. The being that has caused me so much trouble.

Heatblast: Who are you?
Vilgax: I am Vilgax. And I have come here for the Omnitrix.

Gwen Tennyson: (after Heatblast traps Vilgax. The Rustbucket pulls up) Ben! Grandpa says to get in... NOW!
Heatblast: What are you talking about? I'm just about to kick alien butt!
(Omnitrix times out)
Grandpa Max: Benjamin, get in!

Grandpa Max: Things are gonna be a lot worse if we don't get to Mount Rushmore.
Gwen Tennyson: Why? What's at Mount Rushmore?
Grandpa Max: Gwen, this is not the time to explain. You're gonna have to trust me.

Gwen Tennyson: (after Ben changes to Stinkfly to fight the drones) Where are we going? We have to help Ben!
Grandpa Max: We will, but first we'll need to get some special help.
Gwen Tennyson: Let me guess. At Mount Rushmore? Grandpa, you're really freaking me out!

Stinkfly: Float like a butterfly but sting like a stinkfly!

Vilgax: I grow tired of this. [touches the button to deactivate the Omnitrix]
Ben Tennyson: Hey, how'd you do that?
Vilgax: A child? The Omnitrix is in the hands of a mere child?! [blasted by the Omnitrix] It appears the Omnitrix already merged with your own DNA.
Ben Tennyson: Don't suppose that means you're gonna let me go, does it?
Vilgax: Hardly!

Vilgax: A child. I should have suspected as much. The Omnitrix being used as a play toy!
Ben Tennyson: Hey, I saved a lot of people by going hero.
Vilgax: You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension. Picture an entire army, each in command of an Omnitrix at my command, I will be invincible. I will rule the universe. And the only thing standing between me and my destiny is you.

Ghostfreak: (searching the empty RV) Grandpa? Gwen? (passes through the back and stops) No!
(Vilgax holds Gwen and Max as Ghostfreaks transforms into Wildmutt and roars)
Vilgax: It's your choice: you or them.
(Wildmutt surrenders, and Vilgax drops Gwen and Max and deactivates the Omnitrix and grabs Ben.
Vilgax: How noble.

Gwen Tennyson: (when they reached Mt. Rushmore) I don't think tourists are allowed on this road.
Grandpa Max: We're not tourists, we're "tenants."

Gwen Tennyson: (inside Mt. Rushmore) That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know that alien guy who's after Ben?
Grandpa Max: Well it's kind of complicated. But let's just say... (pulls out a huge weapon) ...I wasn't exactly your normal plumber before I retired.

Grandpa Max: This weapon is keyed into Vilgax's biosignature. Hopefully it will take him down for good this time.
Gwen Tennyson: "This" time?

Grandpa Max: Claws off my grandson, Vilgax!
Ben Tennyson: Grandpa?
Vilgax: Tennyson. [Grandpa Max hits Vilgax with an energy blast]
Ben Tennyson: Grandpa? [about Vilgax] You know this guy?
Grandpa Max: It's a long story.
(the cylinder extracting power from the Omnitrix begins to spark; Ben starts transforming into aliens at random)
XLR8: Hey
Diamondhead: What's going-
Wildmutt: (roars)
Grandpa Max: The power surge must have affected the watch.
(Wildmutt transforms into Forearms and breaks free of his restraints)
Gwen Tennyson: Look out!
(robot drones start attacking them)

(Fourarms tries to attack the robot drones, but transforms into Ghostfreak)
Ghostfreak: Oh, man. (transforms into Grey Matter as a drone passes through him and Grey Matter starts taking apart the drone)
Grey Matter: [inside one of Vilgax's drones] A little alien know-how and the toaster is toast.
(jumps onto another drone and transforms into Upgrade)
Upgrade: (merges with the drone) Try picking on someone your own size. (destroys most of the remaining drones)

Grandpa Max: I've got to get this ship under control! (runs to control panel)
Upgrade: He can fly a spaceship?
Gwen Tennyson: At this point, nothing surprises me.

Grandpa Max: (after the Rustbucket lands on the ground) You all right, Gwen?
Gwen Tennyson: (groans) At times like this, going back to school doesn't seem so bad.

Vilgax: [to Grandpa Max] Your weapon won't help, Tennyson. As you can see, I'm much stronger than our last encounter.

Heatblast: (destroys 4 of Vilgax's drones) Hey, why don't you pick on someone with real firepower? (the remaining drones surround him) Oh, man, I didn't mean all at once. Why do I get the feeling you were expecting me?

Vilgax: (finding that Grandpa Max has set his ship to self-destruct) TENNYSON! You are the thorn in my side.
Ben Tennyson: (shoots Vilgax in the back with a smirk) Guess it runs in the family.

Ripjaws: Oh, sometimes I hate this watch!

Ghostfreak: Yes! Sometimes I LOVE this watch.

Ripjaws: (gasping) Cant...breathe. Need...water. (collapses)
Vilgax: You are a slippery little fish, child, but no longer. (tries to grab Ripjaws, but Ripjaws transforms into XLR8 and escapes)
XLR8: I can still give you a run for your money. (runs)
Vilgax: You can't hide forever, boy.
XLR8: Wasn't planning on it. Peek-a-boo! (attacks Vilgax; doesn't do anything) Oh, I'm going to feel that tomorrow.
Vilgax: For you, there is no tomorrow!

Gwen Tennyson: (after Ben lands as Vilgax's ship self-destructs) Not bad for a doofus.
Ben Tennyson: Grandpa, we need to talk.

Second Season[edit]


Vilgax: You...
Phil Billings: It's over Vilgax! You're going down!
Vilgax: Many have tried, none have succeeded.
Phil Billings: Until now, slimeball!

Grandpa Max: And then, kablamo, no more Vilgax. Or so I thought, until today.
Ben Tennyson: Whoa, you were a hero?
Grandpa Max: I was just a guy doing a job.

Grandpa Max: We called ourselves "the Plumbers". Officially, we didn't exist. We dealt with the problems no-one else could. Extraterrestrial, extrasensory, extraordinary.

Gwen Tennyson: And you knew about the watch the whole time?
Grandpa Max: Not really. Just rumor and scuttlebutt. I was surprised as you guys when it turned up on Ben's wrist.
Gwen Tennyson: You always told us we could tell you anything, Grandpa. Guess you didn't feel the same.

Ben Tennyson: (as emergency vehicles pass them) All right! Could be a chance for The Plumbers to go back to work.
Gwen Tennyson: (groans) You should start by unclogging that hairball from your brain, Mr. Plumber.
Ben Tennyson: Ah, you're just jealous 'cause you're not part of the family business.
Grandpa Max: There is no "family business." My hero days were over a long time ago.
Ben Tennyson: Well, mine are just getting started.

Ben Tennyson: I'm a plumber in training!

Ben Tennyson: Time to XLR8! [activates Omnitrix, turns into Ripjaws and looks in mirror]
Ripjaws: Ripjaws!? What a rip-off!

Ripjaws: (turning on a firehose) Sorry. Just need to moisturize.

Gwen Tennyson: (to a police officer) Anybody happen to see a giant talking fish come by here?

(Phil and Ripjaws bump into each other)
Phil & Ripjaws: (in unison) Aah! Who are you? Who am I? Who are you?

Phil Billings: You know, once a plumber always a plumber. Ever think about getting back in the game, Max? You know, relive the glory days.
Grandpa Max: No, thanks. I'm retired. And so are The Plumbers.
Phil Billings: Yeah, thanks to you. Once you took Vilgax out of the picture, the work just seemed to dry up.

Ben Tennyson: I don't get it. How come you didn't tell Phil about the Omnitrix?
Grandpa Max: That's on a need-to-know basis only, Ben. The less people who know, the better.
Gwen Tennyson: Guess that's your answer to everything, isn't it, Grandpa?

Gwen Tennyson: (as Wildmutt tries to talk to a pair of Vulpamancers) What did you say?
Grandpa Max: Vulpamancers never were big on small talk, even with their own kind.

Gwen Tennyson: Something's going on that Grandpa's not telling us about. Come on!
Ben Tennyson: And pass up free room service? No way! I'm stayin' here!
Gwen Tennyson: (cleverly) Nah, you're right. It's probably just some secret Plumber's mission. Better if we just stay out of it.

(Ben transforms into XLR8)
Gwen Tennyson: Hey!
XLR8: Hang on. Pedal to the metal!

Grandpa Max: (searches for a weapon to stop an alien) Where is it? Where is it?
(XLR8 continues fighting)
XLR8: Grandpa, could you pick up the pace?
(Omnitrix powers down as XLR8 gets hit by a huge piece of rubble and changes back into Ben)
Ben Tennyson: 'Cause I sure can't.

Phil Billings: Ah, just like old times, eh? I think this is gonna be the beginning of a new partnership.

Phil Billings: And don't worry. I'll be sure to tell Ben how your last words to me were how you wanted him to follow in your footsteps as my partner.

Ben Tennyson: Something tells me that's not the state bird of South Dakota.

Phil Billings: Say hello to an old friend, a Wigzelian org beast.

Ben: We need some muscle to stop this thing! [powering up the Omnitrix] Four arms of muscle.
(Activates Omnitrix)
Grey Matter: Grey Matter?! I said muscle, not miniscule!

Grey Matter: (climbing onto the back of a flying creature) Triggering the correct sequence of synapses should allow me some rudimentary motor control. Uh, sure wish I knew what I was talking about.

Grandpa Max: I'm sorry I had to keep my past a secret for so long. I should have known I could trust you guys.
Gwen Tennyson: It's okay.
Grandpa Max: And for what it's worth, Ben, you would have made a great Plumber. Both of you!
Gwen Tennyson: Hey, we're your grandkids. What do you expect?

Gwen Tennyson: What about Phil?
Grandpa Max: I think there's some things about this job we're better off not knowing.

The Big Tick[edit]

Ben Tennyson: (trying to work the Omnitrix) I figured I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here.
Gwen Tennyson: Ben, Yellowstone happens to be one of the coolest places around. Just hang out and appreciate it.
Grandpa Max: Gwen's right. And we can live right off the land. (lifts up a log) Mmm, grub worms. (eats a worm) Full of protein.
Ben & Gwen: (seeing him eat a worm) Ewww.
Grandpa Max: You grill 'em up with a sun-dried tomato paste, and they are...
Gwen Tennyson: (grabbing Ben's wrist and trying to work the Omnitrix) Maybe I can help. I'll take my burger with chili.
Ben Tennyson: I can appreciate that.

Gwen Tennyson: (seeing Cannonbolt flat on his back) Now that's a heroic pose.
Cannonbolt: Real funny. (helped up by Gwen & Max) I can't believe I'm a new hero.
Grandpa Max: And where there's one more - who knows - there could be a hundred more.

Cannonbolt: This alien's gotta go.

(curls into a ball and tumbles away)

Gwen Tennyson: Don't you mean "gotta roll?"
Grandpa Max: Look on the bright side. You're headed in the direction of the meteor.

Leader Alien: Relax. We come in peace.
Gwen Tennyson: That's what they always say right before they blow you to bits.
Enforcer Alien: Hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say... "did?"
Leader Alien: (spotting Ben as Cannonbolt) And an Aburian Pelarota to boot.
Gwen Tennyson: (whispering to Cannonbolt) At least we know what you are, now.

Leader Alien: We followed The Great One from planet to planet, galaxy to galaxy, after He paid a visit to each and every one of our planets. Notice his technique: the deep burrowing of the appendages into the core of the planet, rotting it from the inside and then ingesting it.

Enforcer Alien: But you're a little far away from home, aren't you?
Cannonbolt: Actually, closer than you think.
Enforcer Alien: Unfortunately there's nothing to go back to. A Great One purified your planet last week.

Leader Alien: Your cities will be laid to waste, your oceans will dry up, your mountains will crumble.
Enforcer Alien: It will be the end of the world as you know it.
Leader, Enforcer, and Interpreter Alien: Rejoice. Rejoice. Rejoice.
Cannonbolt: I don't think so!

Grandpa Max: [sarcastically commenting on the gas released by the Great One] And quite aromatic.
Gwen Tennyson: I thought that was just Ben not taking a shower for three days.
Cannonbolt: [proudly] Four! And counting.

Ben Tennyson: Oh, man. This watch gives me a new alien out of the blue and all it can do is roll around. Totally no fair!
Gwen Tennyson: Oh, that's right. Don't worry about the fact some giant planet-sucker's about to wipe Earth off the face of the universe - because THAT'S fair!

Gwen Tennyson: We really need to get you some underwing deodorant.

Grandpa Max: Sounds like Old Faithful's ready to blow, and I don't know what the tick's poison could do to it when it does.
Stinkfly: One detour coming up.

Stinkfly: Oh yeah! Who's bad? Oh, yeah!

Grandpa Max: (after Ben causes 2 aliens to crash into Old Faithful) Never seen an intergalactic fender bender like that before.

Leader Alien: I have visual recognition on the elderly man and prepubescent female, but what are they riding on?
Stinkfly: Two tons of putrid power! Now, move it or lose it!

Enforcer Alien: It's time for the final purification of your planet, and you three along with it.
Gwen Tennyson: Please tell me we have a plan "B."

Leader Alien: His beauty.
Enforcer Alien: His power.
Interpreter Alien: His pus.
Leader, Enforcer & Interpreter Alien: (rapturously in unison) The end is upon us.

Grandpa Max: We're running out of time.
Ben Tennyson: And aliens. I went everybody.
Gwen Tennyson: Not exactly everybody.
Ben Tennyson: No way! I am not turning into that ball-thing again. Plus, I don't even know if I could.
Gwen Tennyson: Don't try and Earth turns into a giant cesspool!
Ben Tennyson: I hate it when you're right!

Gwen Tennyson: Ben, don't you think NOW might be a good time to go hero?
Ben Tennyson: I'm trying. What if I turn into something ELSE that's useless?

Gwen Tennyson: You're like a bowling ball!
Cannonbolt: More like a cannon ball.
(the aliens fire a blast at him, but it reflects back at them)
Cannonbolt: Actually, make that a Cannon-Bolt!

Ben Tennyson: Time to tick off a tick.

Gwen Tennyson: It looks like everything's going back to normal.
Ben Tennyson: Hate to break it to you, Gwen, but nothing we ever do is normal.


Grandpa Max: Want us to pick up anything for you at the bookstore?
Ben Tennyson: I'm on summer vacation. Why would I read ANYTHING?

Gwen Tennyson: So, think Ben's gone stir crazy in that line yet?
(Fourarms breaks out of the Video Game store and goes on a rampage)
Gwen Tennyson: Uh. Why is Ben going berserk and tossing around Police Officers?
Grandpa Max: Good question.

Gwen Tennyson: He must've snapped his cap. All this for a video game?!
Grandpa Max: I don't believe it.

Ben Tennyson: Look, I don't know if some encyclopedia or something fell on your head at the bookstore, but you have no evidence I did anything wrong!
Gwen Tennyson: (seeing a related news report airing on a muted TV) Oh, yeah?
(turns up the TV volume as news shows Fourarms on a rampage)
Ben Tennyson: That's not me!
Gwen Tennyson: Oh, no? I'm sure it's just some other four-armed alien going postal in front of a video game store!

Grandpa Max: Besides, Ben wouldn't be so irresponsible with his alien powers like that.
Gwen Tennyson: (looking at Grandpa in disbelief) Grandpa, please.
Grandpa Max: All right, maybe you've got a point.
Ben Tennyson: No one's gonna ruin MY aliens' reputation except me.

Grandpa Max: (running out of breath from chasing after Ben) Who said retirement...was relaxing?

Gwen Tennyson: [Talking to Heatblast] Yo, hothead! Back off the fireworks before somebody gets really hurt! Now if you take responsibility on the wacko stuff you have be doing, I'm sure we could help you!
Ben Tennyson: [appearing behind her] Gwen!
Gwen Tennyson: Not now, dweeb! Can't you see I got to deal with- [realizes Heatblast is not Ben] Ben?! S-So who are you?
Heatblast: Me? I'm a hottie. Can't you tell? (tosses a fireball at her)
(Ben transforms into Diamondhead and defends Gwen)
Diamondhead: Now do you believe me? You and Grandpa get everyone else out of here!

Diamondhead: I don't know who you are, but you're giving aliens a bad name.

Lt. Steel: I don't try 'em, kid. I just catch 'em! We'll let the boys at Area 51 figure out who's naughty and who's nice. Chicago, Tallahasee, Barstow, you and your outer space pals have been keeping me real busy, but you're not getting away with it this time!

Gwen Tennyson: (after Ben is found by federal officers) Thank goodness you found him! We were so worried. He's always wandering away. We're considering getting a leash.

Gwen Tennyson: [sarcastically] Oh, sure! Just like you never put an empty milk bottle back in the refrigerator, or you never leave the shower all gunked up, or you never ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?
Ben Tennyson: [smugly] Sounds about right.

Diamondhead: I don't get it. I thought you were drained of all my powers back in the subway in New York City.
Kevin Levin: That's what you get for thinking, Benji. It turns out I absorbed enough of that weird watch energy so I could turn into any aliens inside if I could just concentrated hard enough. Only problem is I only can stay human for a short time. You made me into this freak.
Diamondhead: Like this is my fault? Whose idea was to drain all the powers of the watch? Not mine.

Kevin Levin: We'll split it 50/50. I do the crime, and you do the time!

Lt. Steel: And I don't suppose you three know anything about this alien?
Grandpa Max: No. I-if we did, we'd tell you.
Lt. Steel: Yeah, of course you would.
(Tennysons leave)
Lt. Steel: (to his men) Keep an eye on them. They know more than they're saying.

Diamondhead: You'll never get away with this.
Kevin Levin: Wrong! You'll never get away with this. I'm not me. I'm you, remember?. [the SACT team comes] Keep the change. You can use it to pay your bail.

Ben Tennyson: (after finding out what Kevin's done in other cities) I'm gonna get blamed for all that stuff, and I didn't do any of it!
Gwen Tennyson: Can anybody say "ironic?"

Kevin Levin: [as Upgrade, to Wildmutt] Sorry, Fido. No pets allowed!

Grandpa Max: (chasing after Ben and Kevin in the Rustbucket) You know, times like this, my stock car driving experience really comes in handy!

Kevin Levin: Let's see. Brakes are out, hero's trapped, and everyone's about to go for a dip in the bay. My work's done.

Ben Tennyson: (as Steel flies off in a helicopter) These guys don't stand a chance against Kevin! I have to stop him!

Fourarms: Let him go, Kevin. This is about you and me.
Kevin Levin: (as Diamondhead) Sounds good to me.

Kevin Levin: (as Diamondhead) Still trying to be a goody two-shoes, Ben? Let me guess. You just want to help me.
Fourarms: You had plenty of chances to get help, but you always messed it up. This time, you're getting what you deserve.
Kevin Levin: (as Diamondhead) Aw. Does this mean that we're not best buddies anymore? (attacks him)

Fourarms: (to Kevin) You risked all those innocent lives just to get even with me?
Kevin Levin: (as Diamondhead) NOBODY'S innocent. They just haven't had the chance to make fun of me yet.

Kevin Levin: [Kevin changes back to normal, but Ben as Fourarms walks away] Get back here and fight, Tennyson! I'm not through with you yet!
Fourarms: But I'm through with you. You're not worth it, you never were.

Kevin 11: [Mutated into a monstrous amalgamation of the original 10 aliens] I can't change back. I'm stuck like this! Look at what you've done!
Fourarms: Oh, man. Is there anything I'm not gonna get blamed for today?

Kevin 11: [to Fourarms] You'll never beat me because you're one of the good guys. And good guys never have the guts to finish off guys like me.
Lt. Steel: But I do. [to his soldiers] Fire!

Lt. Steel: Now, why is it you three are always around when aliens show up?
Grandpa Max: Really? Is that a fact? Hm. We hadn't noticed.
Lt. Steel: Yeah. Guess it's just a coincidence. Maybe we'll cross paths again sometime. Drive carefully. Lots of weird stuff out there.
Ben Tennyson: Yeah, you're telling us.

Gwen 10[edit]

Grandpa Max: Ben! Get back inside!
Ben Tennyson: Are you kidding me? These guys are a piece of cake, and Four Arms likes icing.

The Seer: Everybody's life is a story. There are the good parts, the bad, he funny, and sometimes the very, very scary. And when we tell a story, we never tell it the same way twice. So, here's one way to tell the story of Ben Tennyson, who one day found himself living a life that seemed to catch him by surprise.

Ben Tennyson: (alarmed) Grandpa, where's the watch?
Grandpa Max: What watch?

Gwen Tennyson: News flash: this is our first day together.
Ben Tennyson: That's impossible. We've been on the road for weeks, taking on aliens, kicking bad-guy butt... I've gone hero, like, a thousand times.
Gwen Tennyson: T-heh! You, a hero?

Grandpa Max: Ben, I got you from Madison Elementary School today, just two hours ago.
Ben Tennyson: No way! Two weeks ago we were on Mount Rushmore kicking Vilgax's butt.
(Startled, Grandpa Max almost loses control of the RV)
Ben Tennyson: Whoa, Grandpa, are you okay?
Grandpa Max: Yeah. Yeah, uh, just dodged a skunk on the road.

Ben Tennyson: Is the heat getting to both of you? I'm talking about the Omnitrix. (Grandpa Max stares suspiciously)
Gwen Tennyson: I'll help you look for it. So, uh, what does it look like?
Ben Tennyson: (annoyed) Look like? You've only seen it like a million times. What is going on with you two?
Gwen Tennyson: (feels Ben's forehead) Nothing. Maybe you have heat stroke or something.

Ben Tennyson: Will you two just listen to me? He's real. You gotta believe me.
Gwen Tennyson: Oh, yeah, like when we HAD to believe you when you saw Bigfoot at our family picnic?
Ben Tennyson: Okay, THAT was a simple mistake. And Uncle Manny NEEDS to shave his back hair.

Ben Tennyson: It's the most powerful thing in the universe. Now give it here!
Gwen Tennyson: (above Ben) Only if you say please.
Ben Tennyson: (struggling and losing) Please!
Gwen Tennyson: (holding Ben by his head) Actually, pretty please.
Ben Tennyson: (annoyed) Pretty please!

Gwen Tennyson: (with the Omnitrix on her wrist) I wonder how it works.
Ben Tennyson: Be really careful. Only a trained pro like me can control it.

Gwen Tennyson: What will this do? (touches the Omnitrix) Oh! I got zapping powers? Cool!

Gwen Tennyson: (as Heatblast) Whoa! I'm on fire, but I don't feel like it!
Ben Tennyson: Because you're Heatblast. You control fire! Fireballs, fire breath!
Gwen Tennyson: (as Heatblast) That sounds like fun.
Ben Tennyson: Careful. You could start a forest fire.
Gwen Tennyson: (as Heatblast) Only an idiot would set the forest on fire. Now out of my way!

Gwen Tennyson: (as Diamondhead) Let's go, ugly! Hit me with your best shot!
Grandpa Max: Gwen!
Ben Tennyson: Don't worry, she's got it, Grandpa.

Grandpa Max: You're outmatched. Let your cousin fight those things, whatever she is.
Ben Tennyson: But, I'm the hero!
Grandpa Max: No, you're in danger!

Grandpa Max: Whoa. She's good.
Ben Tennyson: So was I.

Camper: What is that thing?
Grandpa Max: That's no thing. That's my granddaughter.

(Ben leaves the tent and finds Gwen outside)
Ben Tennyson: Hey, when did you get up?
Gwen Tennyson: I never went to bed. First, I was a high-tech alien and merged with my laptop to triple its processing speed, and then I turned into this water creature to catch us some lunch, then I became this speed alien to go home and pick up these clothes I forgot.

Ben Tennyson: The Omnitrix is a complicated piece of alien technology. It's not about having fun.
Gwen Tennyson: Wanna bet?

Gwen Tennyson: So what are you mad about?
Ben Tennyson: I don't know what's worse, that I'll never have the watch again or that you're better with it than I was.

(Vilgax attacks)
Gwen Tennyson: (tapping the Omnitrix furiously) Who should I become?
Ben Tennyson: It's gotta recharge.
Gwen Tennyson: Ugh, no fair!
Ben Tennyson: No kidding!

Gwen Tennyson: You wouldn't hurt a girl, w-would you?
Vilgax: Hurt? No. I have something much worse in mind for you.

Grandpa Max: The one thing I learned in all my years as a Plumber was forget everything you ever learned 'cause, sometimes, it'll never make sense.
Ben Tennyson: That wasn't really the answer I was hoping for, Grandpa.

Gwen Tennyson: Um, can't you just slip the watch off of me?
Vilgax: And what FUN would that be?

Grandpa Max: (getting to be a hero himself) Huh. I could get used to this.

Grudge Match[edit]

Kevin 11: You are one sorry sight, rockhead!
Diamondhead: That's Diamondhead. And speaking of "sorry sights," have you looked in the mirror lately?
Kevin 11: It's payback time for turning me into a freak!
Diamondhead: You were always a freak, Kevin. It's just that now the ugly's also on the outside.
Kevin 11: You can diss me all you want. I'm still ten times better than you! I've got all your powers, plus my own. I'm Kevin 11! (attacks him)
Diamondhead: (blocks attack) Too bad each one of those are only a tenth as powerful as mine!

Diamondhead: [after getting a faceful of Stinkfly slime from Kevin] Eeeww. Gwen's right, this stuff is gross.

Slix Vigma: These eyes see everything on this ship, and these hands control everything on this ship, and I've decided that your... RELATIONSHIP... will make you an entertaining team in the arena.
Fourarms: Team?
Kevin 11: (as the 2 are shackled) Ow! I'm not goin' around tied to this loser!
Fourarms: You took the words right outta my mouth, freakazoid!
Slix Vigma: Your fates are now linked. If one of you should happen to expire, the shackles will ensure the other does as well.

Kevin 11: Nice move, moron.
Fourarms: Give it a rest, Kev. This is BOTH our problem.

Slix Vigma: (to Ben & Kevin) Mercy? What a novel concept. (to the crowd) Prepare for galactic hyper-jump. I need to recruit some new blood for our new champions.

Slix Vigma: (talking about Kevin) Sadistic, cruel, merciless. True gladiator material.

Ben Tennyson: [seeing the food provided for the warriors on the Megacruiser] Er, thanks, I had purple slop for lunch. [referring to Grandpa's cooking]

Ben Tennyson: We gotta find a way off this ship and back home.
Gladiator #1: This IS your home now. Escape is impossible.
Gladiator #2: We've all been taken from our native worlds and forced to fight for our lives for the entertainment of the galaxy.
Kevin 11: This is all your fault!
Ben Tennyson: How can it be my fault?
Kevin 11: I don't know. It just is.

Ben Tennyson: [to Kevin] Remember the whole "your fates are now linked" speech? It was only like two minutes ago!

Ben Tennyson: If you use your powers in combination, they make up for not being full power! Okay, for example: XLR8 speed, plus Fourarms muscle, plus Diamondhead invulnerability equals...
Kevin 11: One mean punch!

Kevin 11: (after beating Technorg) Oh yeah! That's right! Who's bad?!
Ben Tennyson: You are so pathetic.

Kevin 11: If you try to hug me, you're gonna get slugged.

Alien: The shock collars. They're disabled!
Grey Matter: [emerging from one of the robot guards holding some wires] All it takes is a short circuit, and a little Grey Matter.
Kevin 11: [clearly annoyed about being one-upped by Ben] Ah, get over yourself, short stuff. A monkey could've done what you did.
Grey Matter: [smugly] Then why didn't you?
Technorg: FREEDOM!!!

Upgrade: Need a hand, or six?

Slix Vigma: You little human meat bag! Nobody controls Slix Thigma. NOBODY!

Ben Tennyson: [to Omnitrix] Come on, work. Please, just this once...
[Omnitrix stays red]
Kevin 11: Don't bother trying to dial in another alien. I know all your powers-inside, and out.
[Kevin pulls back Diamondhead arm to kill Ben. The Omnitrix powers up, Ben looks at it and slams it against the wall]
[Kevin's arm strikes a hard surface but doesn't penetrate as Kevin steps back in surprise]
Cannonbolt: Oh, yeah? [breaking free of Kevin's Stinkfly goo] I don't think you've been introduced to Cannonbolt!

Kevin 11: Hold still, creep!
Cannonbolt: [in the process of clobbering Kevin] New game. It's called dodgeball!

[Technorg has just send Ben safely off the Megacruiser, which is about to travel to another galaxy]
Technorg: [confronting Kevin] So. I'm a lapdog, am I?
[Kevin smiles weakly]

Ben Tennyson: Are you okay?
Gwen Tennyson: I'll live, but what happened to Kevin?
Ben Tennyson: He found somebody new to play with.

The Galactic Enforcers[edit]

Ben Tennyson: ([as Ultra Ben defeats Lord Doomicus' destructoids) And any other chump who makes trouble in Tennyson Town is gonna get the same two-fisted justice.

Gwen Tennyson: Ben, that's a work of art, you know, not your personal butt rest. You're going to get us kicked out of the museum.
Ben Tennyson: I don't have that kind of luck.
Gwen Tennyson: One afternoon of culture won't kill you.
Ben Tennyson: Unless it bores me to death. (eats a piece of chocolate)
Gwen Tennyson: Hey, can I have a piece of that?
Ben Tennyson: Sorry. Chocolate's for super heroes only.
Gwen Tennyson: More like super jerks only.

Vulkanus: Element X. It's no good by itself, you know. Where are we gonna find the bicenthium we need to make it go boom? Ohh, I should have known. The cesspool of the galaxy - Earth.

Vulkanus: (arriving on Earth) Take me to your bicenthium alloy.

Vulkanus: (to Fourarms) A tetramand. Hey, this planet really IS a dump.

Ultimos: By the provisions set forth in the Galactic Code of Conduct, I order you to surrender. Will you yield?
Fourarms: "Yield?" What is this, a traffic light? Kick their butts before they try to pull something.

Tini: So... [throws her arm over Fourarms's shoulder] What's a big, strong alien like you doing on a planet like this?
Fourarms: [The Omnitrix is about to time out] Yes! Saved by the beep!
[Omnitrix powers down]
Tini: [looking at Ben] Hey! Where'd the rest of you go?
Ben: Sorry. I'm just a kid. I just get a few extra hands once in a while.

Synaptak: So, is this true? The Omnitrix is in the possession of a child. We heard you were a somewhat limited mental capacity. No offense.
Gwen Tennyson: Don't worry. He gets that all the time.

Ben Tennyson: How cool is this? I'm in superhero heaven.
Gwen Tennyson: Close your mouth, super dweeb. You're drooling all over the place.

Ultimos: Wearing the Omnitrix grants Ben full hero status.

Ultimos: (presenting a thick book to Ben) This is the Galactic Code of Conduct. Every Galactic Enforcer must LEARN the rules so they may LIVE the rules.
Ben Tennyson: Oh, man. Superhero homework?
Ultimos: Well, the first twelve thousand pages are admittedly a bit dry, but after that...
(alarm goes off)

Synaptak: (announcing) Galactic Enforcers, engage!
Ben Tennyson: What'd you do that for?
Synaptak: As the leader, I announce our presence with authority.
Ben Tennyson: And let the bad guys know we're here?
Synaptak: What's your point?

Tini: Are you finally going to become a Tetramand?
Ben Tennyson: Not if I can help it. (transforms into XLR8)

Vulkanus: You capes never learn.

Gwen Tennyson: You can annoy ANYONE into action.
Ben Tennyson: It's a gift.

Cannonbolt: Don't know if it's art, but I like it.

Camp Fear[edit]

Ben Tennyson: Stinkfly to the rescue! (activates Omnitrix and transforms into Cannonbolt)
Cannonbolt: Oh man! Can't this thing ever get it right?

Grandpa Max: Here, Ben. Try this on your foot. It gets rid of all kinds of fungus.
Ben Tennyson: (reading) "Athlete's foot powder?" Well, I am an athlete.
Gwen Tennyson: More like an athletic supporter, if you ask me.

Ben Tennyson: You guys know way too much about mushrooms.

[Gilbert suggests barricading themselves in their camp's kitchen]
Andy: (exasperated) And fight these things off with what, a spatula?

Grandpa Max: I'll see what I can rustle up for us from the kitchen.
Gwen Tennyson: Grandpa rustling up a meal?
Ben Tennyson: Now that's a scary thought.

[Max finds Ben eating the abandoned leftover spaghetti]
Ben Tennyson: (defensively) What?! I'm hungry!

XLR8: (runs over to Grandpa) Grandpa!
Grandpa Max: Ben!
XLR8: Save your strength. I'll have you free in just a-
(Omnitrix beeps and XLR8 changes back into Ben)
Ben Tennyson: NO!
Grandpa Max: Ben, behind you!
(roots grab Ben and pull him towards the cave wall)
Ben Tennyson: Grandpa!

Ben Tennyson: Don't worry, Grandpa. I'll just go XLR8 and cut us free.[Slaps Omnitrix on wall and accidentally turns into Wildvine]
Grandpa Max: What the heck is that?
Wildvine: Beats me? I've never went him before. [grows thorns, slicing his way free] But I like what he can do.

Fungal Brain: You're not going anywhere.
Wildvine: Did you hear that?
Grandpa Max: Hear what?
Fungal Brain: You guys know way too much about mushrooms.

Fungal Brain: Struggle as you may, you can not stop me. Soon I will consume every living creature on this planet.
Wildvine: Well, you're not starting with us?
Fungal Brain: Surely as a plant you must understand the wisdom of sharing a single intelligence.
Wildvine: I'm not good at sharing ANYTHING! Just ask my cousin.

Fungal Brain: Resistance is futile, for even if you destroy me, you can not possibly destroy the billions of my spores I am about to release into your atmosphere.

Ultimate Weapon[edit]

Grandpa Max: Echtua was the Mayan god of war. His sword was rumored to have leveled cities with just one swipe.
Ben Tennyson: Ha! Sounds like just the kind o' thing the world's most powerful ten-year-old boy should have.
Grandpa Max: This is no toy, Benjamin. Whoever controls the sword controls the destiny of Mankind, and I will not let it fall into the wrong hands.

Ben Tennyson: What's up with Grandpa? He's so, uh... intense.
Gwen Tennyson: Cut him some slack, will ya? He's trying to save the world.

Enoch: I thought you'd retired from the plumbing business, Mr. Tennyson. Or may I call you Max?
Grey Matter: It's Enoch and those Forever Knight guys who tried to slice and dice me.
Enoch: How nice of you to remember. And, of course, how can I forget the family who left the Forever Knight without a castle.
Grandpa Max: Whatever happened you brought upon yourselves.
Enoch: Aren't we the feisty sewer rat? I'd love to chat about old times, but I'm late for holding the world at my mercy. So, I'll be taking that mask now.
Grandpa Max: Over my dead body.
Enoch: Excellent suggestion.

Ben Tennyson: Guess when you gotta go, you gotta go.

Grandpa Max: Ben, can't you go any faster?
Stinkfly: Ohh... I'm sorry, Grandpa. I'm not used to flying with passengers.

(Grandpa Max grabs Ben, who's holding the Mask of Apuk, just in time to prevent Ben from falling to his death)
Grandpa Max: Whoa, that was close. Almost lost the mask.

Enoch: (laughing) Who says you can't get a plumber when you need one?

Enoch: Legend has it that the Eternal Pit of Despair is bottomless. Let's find out.

Gwen Tennyson: I am SO going to band camp next summer.

Fourarms: Grandpa, I think Gwen needs a second to catch her breath.
Grandpa Max: No can do. Enoch and his men may already have the sword.
Fourarms: Ever since that alarm went off, that sword is all you've thought about!
Grandpa Max: There's no time for this, Benjamin! You two have to keep your eyes on the prize and remember what's important!
Fourarms: We do remember. Do you?

Fourarms: Why does that thing look familiar?
Grandpa Max: It must be Ah Puch, the Mayan god of death and the underworld. He's the guardian of the sword of Ek Chuaj.
Gwen Tennyson: Why can't these places ever be protected by, like, the guardian of cheerfulness? Is that too much to ask?

Enoch: At last, the ultimate weapon. The world shall kneel before me.

Tough Luck[edit]

Hex: Charmcaster, I've been waiting.
Charmcaster: Hm. Major jailbreaks aren't exactly easy to pull off, you know.

Charmcaster: Okay, well, nice seeing you again, Uncle. I'm outta here.
(Hex blasts a rock near her)
Charmcaster: Huh?
Hex: You may leave my service only when I say you can!

Fourarms: (after saving a bus full of elderly people from falling off a cliff) It's okay, everybody. Everything's all right now.
Harold: So you're not going to help us off, mister strong man guy? Who raised you, anyway?
Mildred: Oh, be a dear and carry me, would you? My bunions are killing me.
Edith: Your bunions my butt! My new hip's out of whack. I'm first!

Gwen Tennyson: (looking forlornly at her mask) Lucky Girl, I wish you were more than just another Halloween costume.

Ben Tennyson: Sometimes this hero stuff gets way old.
Grandpa Max: You should be proud of yourself, Ben. Those folks would've been in a real pickle without you.
Ben Tennyson: I know. But I'd like just 1 regular summer day where I could just hang out all day long and do nothing. You know, like Gwen.

Stinkfly: Lucky Girl?!
Lucky Girl: Don't even start about me cramping your superhero style.
Stinkfly: Hey, I'm just glad to finally get a little backup. But how'd you get your Lucky Girl powers back?

Gwen Tennyson: (researching her new gemstone) It looks like it's one of the Charms of Bezel.
Ben Tennyson: But you destroyed all those in that cemetery fighting that Hex creep.
Gwen Tennyson: I thought I did, but this is the legendary lost Keystone. It's rumored to increase ten times the powers and the skills of the one who possess it.
Grandpa Max: Well, the legend seems to be fact, not fiction.

Amazing Alan: For my first trick, I vill need a volunteer.
Ben Tennyson: [appearing onstage with startling suddenness] Ben Tennyson, at your service!
Grandpa Max: [seated in the audience, quietly asks] What's he up to?
Amazing Alan: [putting Ben in a box] Ein boy goes in, but vhat comes out vill amaze.
Ben Tennyson: [grinning as the lid is lowered] They won't be the only ones.
[box is closed and padlocked]
Amazing Alan: [waving his hands over the box] Abra, Kadabra...
[a green glow is seen coming from inside the box and, much to the amazing Alan's surprise, Wildmutt bursts out]

Hex: If it's magic you want, it's magic you shall have.

Hex: [grabbing Lucky Girl by the wrist] There are two kinds of luck. Let me show you the bad kind.
Lucky Girl: Guess what? I'm not just lucky anymore. [Grabs Hex's hand, swings him over her head and slams him headfirst down on the stage] I am totally kick butt!

Charmcaster: If he performs the Ritual of Bezel with the Keystone at the highest point during the eclipse, he can recreate all the other charms you destroyed.

Ben Tennyson: You're a superhero now. Trust me, people act weird around us.

Gwen Tennyson: Guess it's all up to you, Ben.
Ben Tennyson: I'll need some help. Still feeling lucky?
Gwen Tennyson: What can I do without my powers?
Ben Tennyson: Hey, you never needed magic powers to help out before.

Lucky Girl: [to Hex and Charmcaster, mainly Hex] You should know better than anyone that sometimes magic is about misdirection.
[Ben comes up from behind and clobbers Hex in the head with the hoverboard]

Hex: I'll take it from here, Charmcaster.
Charmcaster: That would be a big no, Uncle. Change of plans. I get the power of the charms and the keystone and you get squat.
[Hex tries to blast her with his staff but Charmcaster blasts first and knocks him out]

Hex: Do you know what you've done?
Wildvine: Saved the day?

Ben Tennyson: You know, there are other ways to be a hero.
Gwen Tennyson: Like riding on a hoverboard?
Ben Tennyson: Well, it takes a lot of practice to get good on that thing...
(Gwen hops on the hoverboard and flies off)
Ben Tennyson: Hey!

They Lurk Below[edit]

Ben Tennyson: [powering up the Omnitrix] Time for Ripjaws to take a dive.
[green flash]
Edwin GrandSmith: What was that?
Gwen Tennyson: [trying to sound innocent] What was what?
[Grey Matter emerges from behind the barrels]
Grey Matter: Oh, man. For once I was better off as me.

Edwin GrandSmith: (to Gwen) Where'd your cousin go?
(The camera shows Ben hanging from the tail of a submarine.)
Ben Tennyson: Just hangin'! (Ben waves) Uh, anyone have a ladder?

Donovan GrandSmith: But you know money isn't everything.
Edwin GrandSmith: We changed the family motto, Grandpa?

Donovan GrandSmith: I can't have an employee turned into fish food right before the opening. The press'll ruin me.

Donovan GrandSmith: [talking about the window washer who got caught in a power surge] Well, we'll have to triple his salary. But who'd believe him? He says a 6-inch rat with two legs saved him.

Donovan GrandSmith: Aw, Max, it's too bad you didn't take me up on my offer thirty years ago when we were both dead broke. You wouldn't had to spend your life unclogging drains and fixing toilets while I traveled the world.
Grandpa Max: You'd be surprised. Being a plumber CAN have it's moments.

Edwin GrandSmith: [noticing Ben's absence] Hey, what happened to your cousin?
Gwen Tennyson: He...must have gone to the bathroom.
Edwin GrandSmith: Okay. Wait, there's no bathroom on this thing!
Gwen Tennyson: [impatiently] Just drive!

Ben Tennyson: [Setting the Omnitrix to Ripjaws for underwater combat] Turn me into Wildmutt, and you're dead meat!

Donovan GrandSmith: Overrun by aliens! There goes my five-star rating!

Donovan GrandSmith: Edwin doesn't know what he's talking about.
Edwin GrandSmith: How would YOU know? All you ever hear from me is what you wanna hear.

Grandpa Max: Twenty-eight years on the job, I never found out who was behind the Bermuda Triangle, and now they're coming for us.

Stinkfly: My wings are too wet. I can't fly! Oh, yeah, I can't swim either!

Edwin GrandSmith: [to Stinkfly] Don't worry. We've gotcha, Ben.
Gwen Tennyson: That's not Ben.
Edwin GrandSmith: [sarcastically] Yeah, sure. Good aliens just showing up to help us while your cousin always happens to be gone? How dumb do I look?

(Ben, Gwen, and Edwin arrive at the submarine)
Ben Tennyson: Get in!
Edwin GrandSmith: [looking at the old sub Ben plans to escape in] That thing's your escape plan? It's only for show!
Ben Tennyson: And when I'm through with it it'll be for go.

Edwin GrandSmith: Look on the bright side, Grandpa. You still have fifteen resorts worldwide.

Ghostfreaked Out[edit]

Ben Tennyson: I guess I'm still a little weirded out by that Wildmutt nightmare.
Gwen Tennyson: Well what do you expect when you wolf down two mega-enchuritos for a midnight snack?

Gwen Tennyson: Ben, I'm warning you. You'd better not do anything to embarrass me on the tour of the campus.
Ben Tennyson: Don't get your shorts in a twist. [sounding slightly foreboding] I'll be on my best behavior.
Gwen Tennyson: [sounding like she's going to be sick] Oh, why doesn't that make me feel better?

Ben Tennyson: Summer, and school. There's two words that should never be used together.

Gwen Tennyson: I am so sorry about my cousin. Actually, we're not really even related. I think his parents found him at a zoo or something.

Acid Breath: But we ain't scared of no ghosts.
Ghostfreak: You should be.

Grandpa Max: Something's wrong. I've never seen Ben so vicious.
Gwen Tennyson: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben, answer me!
Ghostfreak: Ben's not here. [leans in close to Gwen's face] Boo! [laughs maniacally when Gwen tumbles backwards]
Gwen Tennyson: (scared) Huh?

[Omnitrix powering down.]
Ghostfreak: No! I'm not going back! [Transforms back into Ben]
Ben Tennyson: Whew. Man! I'm glad to be rid of that freak.
Ghostfreak/Zs'Skayr: Aww, and I thought we were close. So nice to finally meet you face to face.

Ben Tennyson: This can't be happening! You can't be you, I’m you!
Zs'Skayr: I was never you! An Ectonurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now, I can reveal my true self!
[Zs'Skayr breaks out of his sun-protection skin, revealing his monstrous true form. Ben takes a step back in alarm.]
Ben Tennyson: And I thought you were ugly before! What do you want?!
Zs'Skayr: I need the power of the Omnitrix to make myself whole again, and the only way to do that is by taking over your body. Now let's see how you like being trapped inside someone else!

Zs'Skayr: Now let's see how you like being trapped inside someone else!

Zs'Skayr: You can't get away from me. Always the hero - what a waste of potential. You want to be helpful? Get me out!

Ben Tennyson: Ghostfreak's gotta be in here somewhere.
Gwen Tennyon: (to Max) He's looking for himself?
Ben Tennyson: He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak.

Fourarms: Go ahead and play musical freaks all you want, I'll just kick their butts.

Ben Tennyson: (grabbing the sun gun and pointing it at Zs'Skayr, who's possessing Gwen) Come on out so I can fry your pale butt!
Zs'Skayr: (possessing Gwen) I have another idea. Drop the weapon and I'll meld with you and take over the world!
Ben Tennyson: Fat chance!
Zs'Skayr: (jumping onto the ledge) Then you'd better hope your cousin knows how to fly. It's your choice, hero.

Zs'Skayr: [while possessing Gwen] Next sound you hear, will be your cousin's screams as she takes a big dive!
(Ben drops the sun gun)
Gwen Tennyson: (as Zs'Skayr leaves her body) Ahhh-ah-ahh! Ahhhh!
Zs'Skayr: (to the Circus Freaks about Gwen and Max) Eliminate them both!
Ben Tennyson: We had a deal, you Halloween reject!
Zs'Skayr: You had a deal with me, not them!

Zs'Skayr: Think of it, Ben. With the power of the watch and your DNA, I will be unstoppable!

Zs'Skayr: [having seemingly succeeded in possessing Ben] Together again, just like old-- [coughs up Grey Matter]
Grey Matter: That's enough to make me gag, too.

Gwen Tennyson: [sadly] Something tells me I am so not getting into Bancroft Academy.
Ben Tennyson: You don't need this stupid school to prove you're smart. Do you think any of these eggheads could've brought down those circus freaks?
Gwen Tennyson: [hugging Ben] That's the nicest thing you've ever said to me. Thanks, Ben.
Ben Tennyson: Ugh! [but when nobody can hear he quietly chuckles]

Dr. Animo and The Mutant Ray[edit]

Ben Tennyson: (tinkering with the Omnitrix) Who knows how many other alien hero dudes are inside this thing. I just have to figure out how it works.
Gwen Tennyson: You shouldn't mess around with that thing, Ben. You're just asking for trouble.
Ben Tennyon: Just chill out. I know what I'm doing.
Gwen Tennyson: That'd be a first.

Ben Tennyson: [after "repairing" the Omnitrix with chewing gum] There. Good as new.
Gwen Tennyson: What's good as new?
Ben Tennyson: I wish I could say your face, but it's the same old one.
Gwen Tennyson: I think the Florida heat has fried your brain.

Grandpa Max: [leading them to some alligator eggs about to hatch] I think you kids are going to enjoy this. It is a rare event.
Gwen Tennyson: You mean like Ben changing his underwear?

Ben Tennyson: Dr. Animo! How did...
Dr. Animo: ...I find you? It wasn't difficult to track your alien exploits when you insist on helping people all the time. You thought you were such a big shot after stopping my mutated creations, but they were merely the beginning.

(Ben transforms into Stink Arms)
Grandpa Max: Ben, you're--
Gwen Tennyson: Stink Arms?
Stink Arms: Fourarms and Stinkfly's body? Must be another new alien. Now I can fly and kick butt at the same time. Cool!
(Dr. Animo's giant frog attacks him, but Stink Arms tries to carry it)
Stink Arms: Either you gained weight since last time, or I'm not as strong as I used to be. Aah! (gets crushed by giant frog)

Gwen Tennyson: So, Ben, why did you turn into some freaky alien combo-platter?

Ben Tennyson: I saw that. Go ahead and say it- you know you want to.
Gwen Tennyson: [innocently] Say what?
Ben Tennyson: You know, the big "I told you so" speech about messing around with the Omnitrix, and how you were right all along and if I'd listened to you we wouldn't be in the trouble that we are in right now.
Gwen Tennyson: I didn't say a word.
Ben Tennyson: Yeah, but you're thinking it. Admit it! There's no way I am waiting! Just go ahead and say it now and get it over with.
Gwen Tennyson: I don't know what you're talking about, Benjamin.
Ben Tennyson: Grandpa! Gwen won't say "I told you so!"
Grandpa Max: I don't like the sound of that.

Diamond Matter: Oh, man. Diamondhead and Grey Matter? I'm a razor-sharp hood ornament!

Heat Jaws: Heatblast and Ripjaws? (sighs) Not the best combo.
Dr. Animo: Well, well. What have we here? A walking fish-fry?

Dr. Animo: Instead of giving you a new life, I will have to settle for ending your old one.

Dr. Animo: Who says one man can't change the world?

Dr. Animo: Interesting piece of alien technology. It's potential power is virtually unlimited. I will put its alien DNA to good use.
Grandpa Max: What do you mean "good use?"
Dr. Animo: With this telescope, I'll be able to bounce my transmodulator signal off of a satellite and blanket the planet with its power, creating a new, more interesting world order.

Heat Jaws: Change my grandpa back or I'll boil your butt!

Back With a Vengeance[edit]

Grandpa Max: (to Ben) Ben! Would you please pay attention to something else other than that watch?
Ben Tennyson: I'm just trying to figure out how to control it better. That's all, Grandpa.
Gwen Tennyson: Get real! There must be like a billion command combinations on that thing.
Ben Tennyson: Yeah, so? (continues) Maybe it's just some kind of an upgrade. [turns into Upgrade]
Upgrade: Woah! What happened? I never even touched it! Unless...maybe now I don't have to. Grey Matter! [turns into Grey Matter]
Grey Matter: Diamondhead! [turns into Diamondhead]
Diamondhead: Cool! This rocks! [turns into XLR8]
XLR8: I must have unlocked some kinda master control or something! [turns into Heatblast]
Heatblast: Now I can go alien... [turns into Wildvine]
Wildvine: ...just by thinking it! [turns into Wildmutt]

Kevin 11: The legendary Vilgax. You don't look so tough.
Vilgax: [breaks free from ice, punches Kevin across the room] Underestimating me is a grave mistake. The last you'll ever make!

Kevin 11: I just saved your lousy alien butt. You should be grateful. [ironic considering the source]
Vilgax: Vilgax owns allegiance to no one, especially not some misshappen, chaotic amalgam of creatures... [thoughtfully] ...from the Omnitrix? What do you know of the Omnitrix?!
Kevin 11: If you mean the watch thing that turns Ben Tennyson into those alien heroes, plenty. Now, back off!
Vilgax: You may be useful to me after all.
Kevin 11: You took the words out of my mouth, pretty boy.

Kevin 11: Guess we have a lot in common. We both got a beef with a little snot rag named Ben Tennyson. And if you're as bad as they say you are, then you're just what I need to take him out for good.

Gwen Tennyson: Ben! You've been Stinkbutt for hours! Give it a rest, dweeb.
Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. [holding up fistfuls of cash] Check out the green I made giving rides to tourists.
Gwen Tennyson: You know, I never thought I say this but, I would rather see your normal jerky face for a change.
Grandpa Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. We still don't know if there are any hidden consequences.
Stinkfly: Okay, Grandpa, I'll take it easy... [Rushes up to Grandpa Max as XLR8]
XLR8: For a millisecond. Time's up! (steals Grandpa Max's ice cream and runs off)
Grandpa Max: I'm so glad we had this chat...

Vilgax: [after analyzing Kevin] Interesting, your DNA has clearly merged with the Omnitrix just like young Tennyson's.
Kevin: Yeah, thanks for the lesson, professor. Now when do I merge my fist with Ben's face?
Vilgax: After you remove the Omnitrix.
Kevin: Fat chance. I tried.
Vilgax: As have I. But with my expertise and the DNA you share with Tennyson, we can succeed.

Gwen: What are you doing?
Diamondhead: Science experiment. I'm trying to figure out which alien can hock the best loogie.[turns into Heatblast and spits a fireball in the river, which explodes into steam when it contacts the water]
Heatblast: Heh! Definitely Heatblast!

Vilgax: What's this? The child has gained new control over the Omnitrix.

[Vilgax studies scanner.]
Kevin 11: We should be right on top of him.
Vilgax: Or... he's upon us!
[true to Vilgax's suspicions, Cannonbolt lands on them]

Vilgax: The old man and the girl are the key. Once we have them, the boy will come to us.

Grandpa Max: I stashed something away in here that should take care of both Vilgax AND Kevin.
Gwen Tennyson: The Null-Void Projector? I thought we left that back in the Plumber's Bunker at Mount Rushmore.
Grandpa Max: I decided it might come in handy again someday. Unfortunately, I was right.

(Grandpa Max activates the Null Void projector and tries to capture Kevin & Vilgax)
Diamondhead: (arriving) I've got it, Grandpa!
Grandpa Max: Ben! Stay back!
Kevin 11: (getting sucked into the Null Void) What's happening!?
Vilgax: The Null Void! Nooo!
(Kevin & Vilgax get sucked into the Null Void, pulling Diamondhead in with them)
Gwen & Max: Ben!

Kevin 11: Where are we?
Vilgax: The Null Void. An alternate dimension where the galaxy's worst of the worst are banished.
Kevin 11: [proudly] Well, I'm the baddest of the bad!
Diamondhead: [sees several creatures fly towards them] Oh yeah? Tell that to them!

Grandpa Max: I'm going in after Ben.
Gwen Tennyson: You can't.
Grandpa Max: I have to.
Gwen Tennyson: No, I mean, you're the only one who really knows how to work that thing. I'll go.
Grandpa Max: No. It's too dangerous.
Gwen Tennyson: It's our best chance of getting Ben out of there, Grandpa, and you know it.

(Gwen's about to enter the Null Void)
Gwen Tennyson: (Max hands her a gun) What's this for?
Grandpa Max: Anything that's not Ben.

Grandpa Max: Gwen! I don't know until when I could handle this thing! You better get out now!
Gwen Tennyson: Not without Ben! Wait... What's that stink?

(suddenly grabbed by Stinkfly)

Stinkfly: Gwen? Am I so glad to see you! (hugs her)
Gwen Tennyson: (hugs him back) The portal's closing. We better get out of here!

Stinkfly: (when Gwen gets hostaged by Kevin) Let her go, or I'll...
Vilgax: Or you'll what?

(Stinkfly changes back)

Ben Tennyson: Let her go. You can have the stupid Omnitrix.
Gwen: Ben, no!
Ben: (ignoring her) We have a deal, Vilgax. My cousin for this stupid watch.

Ben Tennyson: Hey, Kevin! What about your revenge? I'm still alive.
Kevin 11: I figure leaving you stuck in here with your arch enemy is still pretty sweet, and if I can use this thing to take over the earth, it's even sweeter!

Gwen Tennyson: You know Ben, that sacrifice you made for me was pretty impressive. So, here's a reward for you.
Ben Tennyson: If that's another goofy hug or something, no thank you.
Gwen Tennyson: Well then, maybe I should keep it for myself. (shows Omnitrix)
Ben Tennyson: The Omnitrix? But... I saw you throw it away!
Gwen Tennyson: If you're stupid enough to throw the Omnitrix away, well I'm not.
Ben Tennyson: Then...What did you throw?

Grey Matter: Grey Matter? Oh no, I forgot I zeroed the master control.
Gwen Tennyson: Don't sweat it. There are only nine-hundred ninety-nine million more combinations for you to try.
Grey Matter: That's it! You are so dead! Fourarms! Diamondhead! Oh, man!

Third Season[edit]

Ben 10,000[edit]

XLR8: Whoa. "Hero of Heroes: Ben Ten Thousand." Is that really me?
(the statue is suddenly destroyed)
Gwen Tennyson: Like, was you!
Exo-Skull: Hey, Tennyson! Long time no see.
XLR8: Do I know you?
Exo-Skull: Prepare for my revenge.
XLR8: Oh yeah? Well, why don't you prepare to see why they call me Hero of-- (changes back into Ben)
Ben Tennyson: (screams and grunts) Uh...maybe we could talk about this?

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!

Future 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 remember Ben's listening skills sort of stunk. Grabbing you was the only way I knew he'd come.

Ben Tennyson: (Gwen catching up to her future self) 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.

Gwen Tennyson: [to future Grandpa Max] It's good to see you too. But the same shirt? Grandpa, it was 20 years out of style 20 years ago.
Future Grandpa Max: Hey, when you find a look that works...

Ben Tennyson: Whoa! This is my headquarters?! Awesome! I must chill out here a lot!
Future XLR8: [setting Ben and Gwen down, who both have messed up hair] There's no time. I'm always patrolling the planet. Thus, Ben has no need to "hang out" here.
Ben Tennyson: Okay. Tell me I didn't just say "thus". Don't I have any fun anymore?
Future XLR8: You'll learn soon enough, being me isn't about "fun". Now, wait here for Gwendolyn. AND DON'T TOUCH A THING!

Ben Tennyson: Hey, look!
Gwen Tennyson: He said not to touch anything!
Ben Tennyson: Why should I listen to me? You never do. [a board pops out of the wall] Hey. (flies around on the board] Yeah. Whoo-hoo! Guess I should've told her to duck, huh?
Ben Tennyson: What, and don't even smile when I terrorize Gwen anymore? Ha! You're even worse than I thought. Cool move, huh? Wanna race?
Future XLR8: (snatching the board from under Ben, who screams and falls) No! Those days are over!
Ben Tennyson: Well, what I'm over is being a hero if this is how I turn out! I AM SUCH A JERK!

Ben Tennyson: (making a sound-alike with his name) It's time to give the doctor a double-dose of Ben Medicine.

Stinkfly: Wow, I rock! What do you call that other one? Loogie Man? Spitter?
Future Cannonbolt: They're not pets. I don't name them anymore.
(changes into Forearms and walks off')
Stinkfly: Aw, but that was half the fun.

Future Fourarms: Stay outta my way!
Stinkfly: Hey! You can't-I mean, I can't do that to me!

Future Dr. Animo: Mister Vilgax. So nice you could rejoin me.

Future Diamondhead: It ends now, Animo!
Future Vilgax: Oh, it's only just beginning.
Future Diamondhead: Vilgax!

Future Diamondhead: Get out of here!
Upgrade: When are you gonna get it through your thick skull? If this is your fight it's my fight too.
Future Diamondhead: Well then, this might help. [touches Omnitrix symbol, turning Upgrade into Cannonbolt]
Cannonbolt: Hey, I don't have to be Ben anymore!

Future Vilgax: You think you can destroy me? I analyzed every one of your aliens. Animo programmed their moves into my new DNA. Nothing you can do will surprise me anymore!

Future Grandpa Max: Get your claws off my grandson!

Gwen Tennyson: When did you get that?
Future Grandpa Max: A lot can happen in 20 years. Come on. Let's show him what we Tennysons are made of.

Cannonbolt: [to Future Fourarms about Vilgax] He may know how all your aliens fight, but does he know what Ben Tennyson can do? I hope after all this time, you haven't forgotten too.
Future Vilgax: You're finished; both of you.
Ben 10,000: (human form) Maybe it's time I did start fighting like you.
(Cannonbolt smiles)

Diamondhead: Hey, what do you call this guy?
Arcticguana: I don't name.... uh, I don't know. Absolute Zero?
Diamondhead: Bo-ring. How about...Arcticguana?" (short pause)
Arcticguana: Cool.

Future Gwendolyn Tennyson: By the way, that black belt you were wondering about? You got it years ago. And it's come in handy many times.

Future Gwendolyn Tennyson: Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can. Now come on. (opens up a portal) The portal's ready, and there's another birthday party you guys gotta get to.

Ben Tennyson: Wait! You never told me the secrets of the watch! How I don't have to go Ben!
Ben 10,000: Trust me: you're gonna want to go Ben. Thanks for making me realize that. Here: take this.
Ben Tennyson: What is it?
Ben 10,000: Something I should've gotten Grandpa 20 years ago.
Future Gwendolyn Tennyson: Guys! It's closing.
Gwen Tennyson: See ya! (runs through the portal)
Ben Tennyson: And I guess we're gonna be ya. (about to enter the portal)

Midnight Madness[edit]

Grandpa Max: Uh, why is Ben acting like a chicken?
Gwen Tennyson: It's my early Christmas present.

(Upgrade turns a clock face into a makeshift helicopter and flies off)
Gwen Tennyson: Time sure flies when you go alien.

Ben Tennyson: Hey, I'm not the only alien in the galaxy, you know.

Grandpa Max: When people fall asleep, they go into what's called a "hyper-dream state". Nothing makes sense in a dream. We'll need to keep you awake and away from people until we can figure out a way to stop your midnight strolls.
[Ben falls asleep on the bench where everyone is sitting; Gwen splashes Ben in the face with a glass of ice water.]
Ben Tennyson: [coughing and sputtering] Hey! What was that for!?
Gwen Tennyson: (with a smug look) Just doin' my job.

[Ben, exhausted, jumps onto the bed and starts to fall asleep. Gwen pulls the covers out from under him, causing him to fall.)
Ben Tennyson: Yaaa!! [hits floor] Hey! You're enjoying this, aren't you?
[Gwen pulls out a soccer horn, and blows it in Ben's face.]
Gwen Tennyson: [innocent smile] Now why would you think that?

Ben Tennyson: You may control every last person...
(changes into Wildvine)
Wildvine: But what about a plant?

Wildvine: Hey! How come Gwen gets to drive?

(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]

Grandpa Max: You won't get away with this!
Charmcaster: Says the old man hanging from the yardarm.

(the robbers jump in the truck and drive away)
Charmcaster: (in Gwen's body) My ingredients!
Ben Tennyson: This looks like a job for XLR8 (transforms into Diamondhead)
Diamondhead: Diamondhead? Ah, man, I have a need for speed.

Gwen Tennyson: (in Charmcaster's body; turns the pages) Body transference spell. So that's how she did it. But why would Charmcaster want to switch bodies with me? Unless she didn't want to switch with me...Ben! She wanted to switch with Ben, that way she could get the Omnitrix.
Missy: Yo, Princess, so what you got there? You've been holding out on us.
Pinky: (stops Gwen) What do you got to say for yourself, Princess?
Gwen Tennyson: (in Charmcaster's body) Ah, just this. FOOD FIGHT!
(throws her lunch at them)

Gwen Tennyson: (in Charmcaster's body) So I don't suppose you guys are going to change your ways and give up crime, are you?
Missy: (laughs) Yeah right! We gotta make up for lost time.
(Pinky and Missy approach Gwen)
Gwen Tennyson: (in Charmcaster's body) I thought you were going to say that. (throws 2 eggs at them and the eggs hatch into 2 stone statues and Pinky and Missy stop and become scared out of their wits as the stone statues grow large and roar at Pinky and Missy and they run into the cops, the stone statues then leave)
Pinky: If I ever see you again, Princess, I'm gonna introduce you to ALL ten of my friends here!

Ugly Server: And when you finish here, someone gets to buff my bunions.

Ben Tennyson: How dumb do you think I am?
Gwen Tennyson: (in Charmcaster's body) I don't have time for trick questions.

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.

Charmcaster: (in Gwen's body) You guys messed with the wrong little girl.

Ben Tennyson: HA! Your spell screwed up again!
Gwen Tennyson: So, I should be me, but I feel kind of strange, not quite myself.
(Ben and Gwen emerge from the fog and look at each other. Both scream)
'Ben & Gwen: Ahhh! I'm you! Gross!

Grandpa Max: W-w-wait...wait a minute. (pointing to Gwen) Now if you're Ben... (pointing to Ben) ... and you're Gwen... then I'm... uh, really confused.

Gwen Tennyson: (in Ben's body) When was the last time you washed your socks?
Ben Tennyson: (in Gwen's body) What's the point? They're just gonna get dirty again.

Ben Tennyson: [trapped in Gwen's body] As if being in your body wasn't bad enough! (smacks lips) Peach lip balm? (smells hands) Strawberry hand lotion? Who wants to smell like a fruit salad?

Ben Tennyson: (in Gwen's body; Gwen in Ben's body is trying to kick the lotion out of Gwen's body's pocket) Ow! Hey, that hurt!
Gwen Tennyson: (in Ben's body) Quit complaining. You should be happy. You're kicking MY butt!
Ben Tennyson: (in Gwen's body) Uh, since you put it that away.
(smiles as he's being kicked)

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!

(Cannonbolt destroys the last of Charmcaster's minions)
Grandpa Max: All right. Nice job, Gwen.
(the Omnitrix beeps and Cannonbolt changes back to Ben)
Ben Tennyson: Grandpa, it's me, Ben!
Grandpa Max: Okay, that's it. I give up.

Gwen Tennyson: You want an out-of-body experience? Try THIS! (knocks out Charmcaster)

Ben Tennyson: Ah. Nothin' like bein' back in your own socks.

Grandpa Max: Well, I hope this experience made you appreciate each other a little more.
Ben & Gwen: Nah!

Merry Christmas[edit]

Ben Tennyson: Grandpa, can't you crank up the AC?
Grandpa Max: I'm afraid it's at maximum right now. We'll stop ay the next gas station.
Ben & Gwen: (in unison) We'll be grilled cheese by then!

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.

Ben Tennyson: Whoa, mega-weird - ninja nutcrackers!

XLR8: I've never accelerated on ice before.
Gwen Tennyson: Really? Gee, you could've fooled me.

(Gwen is on XLR8's shoulders while he evades the nutcracker soldiers. When the soldiers shoot a candy-cane gun, XLR8 catches a candy-cane in his mouth.)
XLR8: Mmm! Peppermint!

(After trying to evade the soldiers, Ben wipes out and falls headfirst into the snow. The soldiers arrive and shoot XLR8 in the butt with the candy-cane gun.)
XLR8: Ouch!!

(faced with an army of robotic nutcracker soldiers, XLR8 gathers a bunch of snowballs)
Gwen: Earth to XLR8! This is no time for a snowball fight!
XLR8: I was thinking more of a snowball slaughterfest.

Elsgood: That was really spiffy!
Ben Tennyson: "Spiffy?" "Skedaddle?" Dude, don't you know English?
Elsgood: "Dude?"

Gwen Tennyson: Oh, I so can't go elf. Pointy ears will never be in fashion.

Ben & Gwen': (in unison) Skedaddle!

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: Goin' Ripjaws! [nothing happens] [speaks irritably] Okay, goin' by myself!

Kai Green: Thank you, but can I...
Ben Tennyson: Repay me? Forget it. I'm one of those leap first, look second kind of guys.

Gwen Tennyson: Since when do you care about what girls care a....bout? [smiles wickedly] Unless you like her! [sing-song voice] Ben's got a crush, Ben's got a crush!

(Yenaldooshi climbs up the mountain, when Wildvine pops out of the ground and grabs it)
Wildvine: Tag. And you're it, Fangface.
(Yenaldooshi bites him)
Wildvine: Ow. So you want to fight dirty, eh?
(Goes back underground, dragging the alien werewolf with him, pops back up, with lid over head covering head)
Wildvine: Going up.
(lid opens and Omnitrix starts beeping red)
Wildvine: Oh, not now. (changes back into Ben)
Ben Tennyson: Uh, that fang face nickname; I meant it in a nice way.
(Yenaldooshi runs at him, swiping him, Ben runs, swipes twice, hitting Omnitrix, making Omnitrix glow yellow, Ben falls; as he gets up, Grandpa Max and Wes run in)
Grandpa Max: Ben!
(All look at it running away, Grandpa Max and Wes follow, Ben looks at Omnitrix, faceplate turning flashing yellow, shrugs shoulders and follows Yenaldooshi)

Wes Green: Were you bitten by the Yenaldooshi?
Ben Tennyson: When I was Wildvine, but it didn't even break the skin. Or should I say, the root.
Wes Green: Ben, this is nothing to make light of. The Yenaldooshi can create others in its exact image, and when it does, those followers will seek to destroy those closest to them.
Gwen Tennyson: Lucky we don't like each other, right?

(Wes is going hunting for the Yenaldooshi)
Grandpa Max: I'll go with you.
Ben Tennyson: Count me in!
Kai Green: Me, too, grandpa.
Wes Green: You know only braves can be trackers, Kai.
Gwen Tennyson: Who made up that rule?
Wes Green: It's been that way for centuries. Times change, but traditions don't.

Grandpa Max: Their land, their rules, Gwen.

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!

Gwen Tennyson: Girls can totally sniff out desperation a mile away.

Grandpa Max: So how does Ben unwolf?
Wes Green: The only way to reverse its spell is to stop the Yenaldooshi.
Ben Tennyson: With a silver bullet?
Wes Green: That's in the movies. You must dip a silver pendant in the juice of the arbol del matrimonio cactus and place it against its heart - and we must do it before tonight's full moon or you could remain like that forever, Ben.
Ben Tennyson: (gulps) Forever?

Kai Green: The Navajo also believe that the Yenaldooshi is a god.
Ben Tennyson: You know, a little back hair's not so bad.

[Ben, as Benwolf, dumps raw eggs in a bowl and pours milk, then dives into the bowl, splattering raw egg all over the place.]
Benwolf: Heh heh.... Sorry! [offers a napkin between his teeth] Uh... napkin? [gets out of his seat and runs to the refrigerator] Let's see what else I can wolf down! Get it? Get it??

Gwen Tennyson: Guess you can teach a new wolf dumb tricks

Benwolf: Aww, man!
Grandpa Max: What?
Benwolf: Well if I had known I could go different aliens if they just touched the watch, I'd have them scratch it a long time ago. I'd be an awesome Vilgax!

(after the silver pendant fails to destroy the Yenldooshi)
Wes Green: I don't understand, that should have worked.
Kai Green: Grandpa, the pendant didn't work because, maybe we're not dealing with a Yenaldooshi.
Benwolf: But it bit me. Isn't that why I'm like this?
(Suddenly, Benwolf collapses to the ground, howls and undergoes one final transformation, and to his surprise, the Omnitrix symbol appears on his chest)

Benwolf: What do you think it wants?
Wes Green: Obviously it's angry that technology has invaded what it considers its sacred land.

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

Kai Green: You see, Ben, I really like you and all, but you're just not my type.
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!

Gwen Tennyson: The thing about a crush is... sometimes you get crushed. Don't worry. There's lots of other girls out there.
Ben Tennyson: You think so? But how do I impress them as me?
Gwen Tennyson: Two secret words is all you need to know!
Ben Tennyson: Really? What are they?
(Gwen walks away)
Ben Tennyson: Come on! You gotta tell me! Gwen!
Gwen Tennyson: [scoffs] Boys!
Ben Tennyson: [scoffs] Ugh! Girls!

Game Over[edit]

Gwen (after Ben erases her score): Ben Tennyson, you are so dead!

[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!

Ben Tennyson: Whoa. How'd you learn how to do that?
Gwen Tennyson: I read the instructions.
Ben Tennyson: This game came with instructions?

Ben Tennyson: You know any cheat codes that could get us there quicker?
Ishiyama: A sumo never cheats! However, I do know a shortcut, but the journey will be treacherous.

Fourarms (after getting Fourarms back): All right! That's what I'm talking about: four arms of fun!

Gwen Tennyson: I mean, just hit resume and don't touch anything else. And leave the rest to the game pros...and Ben.
Cannonbolt: Oh, hilarious.

Cannonbolt: Oh, sure. When I bust something, it's all silent stares, but when she busts something, she's a hero.

[The Omnitrix has timed out, yet again, at a most inconvenient moment.]
Ben: [addressing the Omnitrix] You know, for a watch, you have a lousy sense of timing!

Gwen Tennyson: Ben, we'll handle Kenko. Just find that Upgrade icon.
Ben Tennyson: No way! I want to prove to Ishiyama that I'm a hero, too.
Gwen Tennyson: You WILL, but you have to start THINKING like a hero again instead of trying to impress a computer program.

Upgrade: A true Sumo Slammer never retreats. I'm going to defeat him honorably.
Kenko: (grabs Gwen) Fortunately, I am not bound by such honor.

Super Alien Hero Buddy Adventures[edit]

Fiery Buddy: Gumdrop Wizard's gumming up my feet! Time to get unstuck and turn up the heat!

Gwen Tennyson: Ben, is it just me or are those super lame-o versions of your alien heroes?
Ben Tennyson: Someone's payin' for this BIG time.

Kid: Thanks, Handy Buddy.
Fourarms: Name's Forearms, not Handy Buddy.
Kid: You could get in trouble ripping off Handy Buddy like that.
Fourarms: Sue me.

Fourarms: We could team up.
Abel North: Did that once with Marsupial Man until I caught him putting all my gadgets in his pouch. I go solo.

Gwen Tennyson: Face it, Ben. Your hero's the villain.

Announcer: (on TV) Hey, folks. Don't forget, we'll be premiering a brand-new episode of Super Alien Hero Buddy Adventures right here on the big screens at Planetary Studios Hollywood.
Stinkfly: I've got a premiere for you! (spits mucus all over the TV screens)
Gwen Tennyson: Real mature, Stinkbreath.

Gwen Tennyson: (riding on Stinkfly's back) Look, North is heading for his dressing room. Take us down.
Stinkfly: I'll land when I'm good and ready. (Omnitrix beeps and changes back to Ben)
(Ben and Gwen fall into a pool of water below)

Kane North: I'm the real Kangaroo Kommando. I built all the gadgets and special effects while you took all the credit.
Gwen Tennyson: So, why did you kidnap Dean?
Kane North: Because he ripped off my idea.
Wildvine: Can't anybody come up with anything original in Hollywood?

Gwen Tennyson: All's well that ends weird.

Under Wraps[edit]

Joan Maplewood: Y'all ready for a little fresh air? Want a chance to commune with the animals? You know someone who needs to learn the value of some good, old-fashined hard work? Then sign your whole clan up for a week at Dairyville's Family Fun Farm Camp and experience life on a real working farm.

Joan Maplewood: Rise and shine, sleepyheads.
Gwen Tennyson: You've got to be kidding. It's 5:00 am.
Joan Maplewood: And those cows aren't gonna milk themselves.

Gwen Tennyson: Ben! Slop the hogs!
Ben Tennyson: Hey, Grandpa was right! This farm work stuff ready DOES pay off.

(Ben tries to sneak out of the chicken coop at night)
Gwen Tennyson: Going somewhere?
Ben Tennyson: Same place you are.
Ben & Gwen: Mummy hunt.

(Grandpa Max puts a device on himself and Gwen, which covers them in protective hazmat suits)
Grandpa Max: Level 10 Hazmat suits. Don't think your parents would appreciate me bringing you home all mutated.
Diamondhead: Hey, what about me?
Grandpa Max: As long as you're in alien form, you should be safe from the mutation effects.
Diamondhead: "Should be?"

Gwen Tennyson: Okay. Mental note: Never try to perform a spell from inside a hazmat suit.

Ben Tennyson: It's ready for an extra-large order of mummy ripple?

Ben Tennyson: Time to fight mummy with mummy. (transforms into Upgrade)
Upgrade: Upgrade? Aw, man.

Gwen Tennyson: Aah!!! The corrodium has turned Ben into a hideous mutant! Oh, wait. That's how you always look.
Ben Tennyson: (fake laugh) That's so funny I forgot to laugh.

Grandpa Max: Guess we'd better head back to the farm. I'm sure Joan has more chores for us to do.
Ben Tennyson: (Ben and Gwen exchange looks) Yeah, about that, Grandpa. Gwen and I just want to say...
Ben and Gwen: Don't make us go back there, please! We've learned our lesson, Grandpa! We'll do our chores from now on. Promise!
Grandpa Max: Oh, thank goodness. I'd forgotten how much I hated working on Uncle Jedediah's farm when I was a kid! Now, let's get out of here before I get stuck with manure duty again!

The Unnaturals[edit]

Ben Tennyson: No way! This game has got to be rigged. I totally nailed Ben Franklin!

Ben Tennyson: If I just went hero, I'd win every one of those stupid games.
Gwen Tennyson: Sure, use the most powerful device in the universe to cheat at Whack-a-Mole. Real nice.

Grey Matter: (landing in a pot of jellybeans) Now this is what I call a sweet landing.

Grandpa Max: They're getting away with the Liberty Bell!
Ben Tennyson: Not if XLR8 has anything to say about it. (transforms into Grey Matter)
Gwen Tennyson: Evidently, he doesn't.
Grey Matter: Oh, man!

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.

Ben Tennyson: Something about those guys is weird. They're too...perfect.

Ben Tennyson: Ugh. How come doing the right thing sometimes feels so wrong?

XLR8: Ready to take one for the team Cash?
(XLR8 shifts the ball to hit Cash)
Cash Murray: Owww!
Umpire: First base.
Cash Murray: I'll get you!" (Referring to the pitcher as he walks to first base)
XLR8: (Manical laughter) No pain, no gain jerk face!

Gwen Tennyson: When you cross-reference the Squire's roster with the Baseball Hall-of-Fame database, the Squires have the same names as a bunch of old-time players. And there's no proof these kids even exist - no report cards, medical records, nothing.

Grandpa Max: Now, why would a coach be checking on the secret service instead of his own team before a game?

Ben Tennyson: (watching his classmates get turned into robots) This would be so cool if it weren't so freaky.

J.T.: Is it just me or was that thing smiling when it smashed our robots together?

J.T.: Whoa! These guys take their baseball way too seriously.

(the robot commander self-destructs and falls apart)
Gwen Tennyson: You're OUT! Come on. Even I couldn't resist.

Cash Murray: Oh, I know some things about courage.
(XLR8 speeds up to Cash and J.T. and hangs them up on the Little League Museum board in a flash)
Cash Murray: Not again.
XLR8: That doesn't mean I'm not a sore loser.

Monster Weather[edit]

Ben Tennyson: Hey, you're the weather guy. We saw you and your robot on TV last night.
Vance Vetteroy: The Sounding Anemometer Metagraph is no robot. He's a sophisticated weather-monitoring apparatus created by me but corrupted by a news station merely after a gimmick.
Gwen Tennyson: Ah, okay. Whatever.

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!

Vance Vetteroy: I created you. Now it's time to destroy you.
SAM: Wait. By readjusting my circuitry, you've allowed me to molecularly alter the weather. I'm not just some gimmick anymore. Now I am everything you always wanted me to be.
Vance Vetteroy: It's too late.
SAM: It's all about image, and without me you'll just be another pretty face. Now, do you still want to make it rain?

Grandpa Max: Hey, hey! The Shag Carpeting autograph booth! So, who wants to come to the booth with me?
Ben Tennyson: I'd rather brush Vilgax's teeth with my tongue than wait in line to get those fossil's autographs.

Gwen Tennyson: Hey, could you be any ruder?
Ben Tennyson: Hey, if Grandpa doesn't care what I wanna do, why should I care about his dumb band?

SAM: Everyone in Chicago will remember you forever, Vance...but for all the wrong reasons.

SAM: If you thought the great Chicago fire was bad, you haven't seen anything yet, Vance.

Stage Performer 1: Aye, where is Nate, we're on in five!
Stage Performer 2: Probably just tweaking his costume. He always has to go all out.
(Ben sneaks around behind some amplifiers)
Ben: Who needs Grandpa when I can XLR8 there and back without them noticing?
(Ben changes into XLR8)
Stage Performer 1: (notices XLR8) I love the new look Nate. Now get up here and jam!
(SP 1 grabs XLR8 by the wrist and drags him onto the stage)
XLR8: Ah!
(SP sits XLR8 down at a drum set. Without a clue what to do, XLR8 picks up the drumsticks and starts drumming while the band plays. Unfortunately, he's not too good, and ends up knocking over the cymbals just as SAM arrives as a giant cloud.)

(XLR8 lands on the RV's windshield)
Gwen Tennyson: Now that's one ugly bug on our windshield.

SAM: Today's forecast calls for destruction.

Ben Tennyson: 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!

Vance Vetteroy: "Build yourself a robot partner, Vance. He'll be great for the action weather team." Sure, boss, whatever you say.

Gwen Tennyson: A massive weather monster with a command of the English language? Now, THAT'S something you don't see everyday.

The Return[edit]

Grandpa Max: You can't do everything, Ben. We have to work as a team.

Dr. Shueman: Dr. Viktor, I am your superior.
Dr. Viktor: You have no idea how wrong you are.

Ben Tennyson: Who woulda thought TV could be so boring?

Grandpa Max: NASA's like your Aunt Vera. Neither one likes to throw anything out.

Gwen Tennyson: (sarcastically) Oh goodie, another game of "Follow the Loser"!

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.

Stinkfly: Stinkfly's gonna bring down the pain from above!

Benmummy: I'd better figure out what this thing can do or I'm gonna wind up Wolfie's chew toy!

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]

Zs'Skayr: What's the matter, Ben? Aren't you glad to see me? Haven't you learned by now that nothing can stop me?!
Ben Tennyson: Nothing except... (activates Omnitrix, turns into Grey Matter)
Grey Matter: Grey Matter?! Aw, man, gimme me a break!

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?

Grandpa Max: (as Gwen and Grandpa climb the edge of a satellite looking for a way to get in) There should be a manual access panel around here somewhere.
Gwen Tennyson: You know, for a guy who never went up into space, you seem to know an awful lot about it.
Grandpa Max: I never said I didn't go into space. I said I never went into space with NASA.

Grandpa Max: Bet Neil Armstrong never had to deal with this.

Gwen Tennyson: Doesn't "occupied" mean anything to you?

Grandpa Max: Don't know what you're doing, but I don't like the looks of it!

Ben Tennyson: What are you doing?
Gwen Tennyson: Saving your life. Don't ask me why.

Zs'Skayr: I can't merge with him in his alien form, but it's merely a matter of time before he turns human again.

Zs'Skayr: (after succeeding in taking over Earth) Darkness falls! Earth is now my domain!!

Zs'Skayr: Here in the darkness of space, I am at my full potential!

Upgrade: Thank you for flying Air Upgrade. Bye.

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

Benviktor: Two freaks down, one to-- [notices Zs'Skayr is gone] Where'd he go?

Zs'Skayr: It'll be a pleasure to watch you explode in the vacuum of space.

Ben Tennyson: (after defeating Zs'Skayr for the last time) And we've seen the last of Ghostfreak. (sees the Ghostfreak icon on the Omnitrix) Ghostfreak!? Aw, man.. Uh, guys? [looking around to see that they're somewhere with pyramids] Where are we?

The Visitor[edit]

Ben Tennyson: You really shouldn't fool around with your powers like that, Gwen. Honestly, I thought you were more mature than that.

Ben Tennyson: How can Grandpa be lonely when we're around him all the time?
Gwen Tennyson: Even you can't be that clueless.

Ben Tennyson: (to Xylene) So, since Vilgax is taken care of, guess you don't need to stick around here anymore.

Gwen Tennyson: These dishes aren't gonna wash themselves, you know! Or will they?

Xylene: (to Grandpa Max) You haven't changed a bit from the last time I saw you.
Wildvine: (merged with a tree; spying on them) Ugh! If this keeps up, I'm gonna start hurling sap!

Gwen Tennyson: (about Xylene) Grandpa seems to really like her. Maybe we should give her a chance.
Ben Tennyson: Yeah, right! Next thing you know, she'll be wanting us to call her "Grandma Lizard!"

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.

Xylene: If you wanted to be truly helpful, a glavanic mechamorph would have been more appropriate.
Grandpa Max: (sees that Ben's puzzled) She means Upgrade.
Diamondhead: Yeah, well, you're not the boss of me.

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.

Xylene: I'm sorry, Max. I must admit these human offspring are a mystery to me. On my planet, once you hatch you're on your own.

Xylene: Max! We must stop meeting like this.

Upchuck: What's this thing supposed to do?
Xylene: (dramatically) You're going to eat it. (Upchuck looks at her like she's crazy) Literally eat it. That's your power.
Upchuck: Well, I am kinda hungry.

Xylene: Now SPIT!
(Upchuck does so, creating a big hole in the robot)
Upchuck: Cool! Exploding loogies! I'VE GOT UPCHUCK POWER!
Gwen Tennyson: Ugh! you you weren't disgusting enough already!

Ben Tennyson: Yuck. Bad robot. Could I get some mouthwash or something? (belches)

Gwen Tennyson: Well, you've managed to impress another alien.

Grandpa Max: It's a big galaxy out there, but right now those kids are my whole world.

Fourth Season[edit]

Perfect Day[edit]

Grandpa Max: Hope you guys are hungry. I've cooked up one of my world-famous breakfasts.
Ben Tennyson: Uh-oh. Plug your nose and kiss your taste buds goodbye.

Ben Tennyson: (examining a cartridge spilled from a truck) Whoa, "Sumo Slammer Space Wars." This game isn't supposed to be out for, like, a year. I probably should return these, shouldn't I?
Grandpa Max: Nah, that truck's long gone. I say play away.
Ben Tennyson: Could this day get any better?

[Ben has seen Kai Green, who turned him down in "Benwolf", on a bus as it drives off]
Diamondhead: Kai?
Gwen Tennyson: Didn't she break you're heart after we beat that werewolf in the desert?
Diamondhead: [annoyed that Gwen reminded him] Yeah, thanks for reminding me.

Ben Tennyson: Would someone explain why we're here is?
Gwen Tennyson: The scariest place of all: inside your head!

[Ben and Gwen sees Kevin walking down the hall]
Ben Tennyson: [backs away] That's Kevin!
Gwen Tennyson: Now that is one tough hall monitor.
Ben Tennyson: (looks at the Omnitrix) Good thing I have my all-access pass right here!

Ben Tennyson: All I need to do is wake up, right? So, hit me.
(Gwen stomps on Ben's foot)
Ben Tennyson: Ow! Didn't work!
Gwen Tennyson: Yeah, Grandpa said that it wouldn't, but you asked for it.

Ben Tennyson: (zipping through an on-screen test) It's multiple choice. Just choose C for every answer and you'll pass.
Gwen Tennyson: That won't work.
Ben Tennyson: How do you think I got through the third grade?

Ben Tennyson: Let's see how tough they are picking on Heatblast. (activates Omnitrix and transforms into Grey Matter)
Gwen Tennyson: Ugh, even in your dreams, you are such a dweeb.

Ben Tennyson: (as Ultra Ben) Quit complaining and bite somebody.

Divided We Stand[edit]

Gwen Tennyson: It's so nice to finally get a little peace and quiet so I can catch up on my summer reading.
Grandpa Max: Although I can't help feeling it's a little too quiet.
Gwen & Max: Where's Ben?

Ben Tennyson: Come on. I was just having some fun.
Grandpa Max: So were we.
Gwen Tennyson: Only, somehow, WE managed to have fun without frightening innocent people half to death.

Ben Tennyson: What is wrong with you people? Doesn't anybody around here know how to have some fun?

Ben Tennyson: [preparing to fight Animo's giant seagull] Ready for a little hand to hand combat? Going FourArms! [Activates Omnitrix but becomes Ditto]
Ditto: Another alien? Ok, so let's see what you can do. [Runs towards the seagull but gets kicked back] So I guess you're not strong. [crawls away but is grabbed by the foot] Or fast. [to the seagull] Hey, let... go... of- [Ditto accidentally creates a clone] US? Cool!

Ditto: Hey Hey! Come on! Ow!
Ditto-Clone: Wait Wait Wait. Not so fast bird-brain!

Gwen Tennyson: The only thing more obnoxious than one Ben Tennyson alien is two of them.

Grandpa Max: (after Ditto #2 makes him spill a hot dog) Benjamin Tennysons!
Ditto #1: Okay. We're sorry.
Ditto #2: Yeah. "We" won't both Gwen anymore. (Ditto #3 tosses a water balloon at Gwen)
Ditto #1: But we didn't say anything about him! (Ditto #3 multiplies)
Ditto #3: Or him!
'Ditto #2: Play you guys two on two? (Ditto #4 nods and all of the Dittos run to the basketball court)
Ditto #1: (after Ditto #4 makes a slam dunk) T. You fouled me!
Ditto #4: Did not!
Ditto #3: Liar! I felt it too.
Ditto #4: How could I foul you, nimrod? We're on the same team.

Dr. Animo: Tennyson! Hmm. It seems that watch of yours is just chuck full of new alien DNA - and I'll enjoy extracting all of it from painfully as possible.

(the Omnitrix times out, but Ben remains an alien)
Gwen Tennyson: Um, shouldn't you be turning back into Ben right about now?
Grandpa Max: Something must be blocking the DNA transformation process.
Gwen Tennyson: Maybe all the Dittos have to be together before he can become Ben again.
Ditto: (all three) We gotta get back the other me.

Ditto #1: (two Dittos fighting under the sails) Ow! Cut it out dweeb!
Ditto #2: You're the dweeb!
Ditto #1: Am not!
Ditto #2: Are too!
Ditto #3: Oh, man. What is with those two. They're making me nuts!
Gwen Tennyson: That's because they're all you.

Dr. Animo: With your DNA, the things I'll create will make these creatures look like single-cell amoebas!

Dr. Animo: With a single strand of your alien DNA, I can extrapolate the genetic code for your entire arsenal of alien creatures.

Upgrade: [after wanting to become Ditto] Upgrade? Aw man I wanted to go Ditto!

Ben Tennyson: Guess going Ditto took a lot out of the watch.
Dr. Animo: He is not the ONLY one that took a lot out of your watch!

Ben Tennyson: (to Gwen) It's not funny.
Gwen Tennyson: You're right. (laughs) It's hilarious!

Don't Drink the Water[edit]

Gwen Tennyson: The one thing about old people is they don't want to be reminded they're old.
Ben Tennyson: Eh, I wouldn't worry about Grandpa gettin' mad at me saying stuff like that.
Gwen Tennyson: And why's that?
Ben Tennyson: 'Cause he can't hear me over your nagging.

Grandpa Max: Who you calling old?
Gwen Tennyson: Ben meant "age-challenged."

Ben Tennyson: (fills his water gun and points it at Gwen) I got ya beat.
Grandpa Max: I heard that. What do you mean I have lead feet?
Ben Tennyson: Told you. (squirts Gwen and runs)

Ben: (lifting the cup on Grandpa Max) Are you alright?
Young Max: I've never felt better. In fact, I feel like a kid again.

Gwen Tennyson: Now, act your age.
Young Max: Okay. How old am I now?
Ben Tennyson: You look about ten.

Young Max: (referring to Gwen) Never realized she was such a spoil sport.
Ben Tennyson: Tell me about it.

(Ben turns into a four-year old)
Toddler Ben: This is not funny.
Gwen Tennyson: I always knew I was more mature than you.

Gwen Tennyson: (after Ben turned into Fourarms) Oh no, not you too. (camera zooms out to reveal young Fourarms)

Toddler Ben: Going hewo...uh, hero! (transforms into Wildpup)
Gwen Tennyson: Great, just what we needed: Wildpup! What are you gonna do to it, lick it to death?

Toddler Ben: My feet hurt. I don't wanna walk anymore; I'm tired!
Gwen Tennyson: Stop being a baby. Whoops, you can't.

Gwen Tennyson: Told you, Ben. Told you, told you, told.
Young Heatblast: Stop it, stop it, STOP IT!!!!!
Gwen Tennyson: I knew he'd go supernova hot, four year olds always have meltdowns.

Young Heatblast: Oh yeah! Who's hot?
Gwen Tennyson: Oh yeah! Who's smart?
Young Max: And who's going to be ten forever?

Hector: I've been unable to fall in love, to have a family like yours, knowing they would grow older while I did not. Time is your friend, not your enemy. Appreciate what you have.

Gwen Tennyson: (after Ben and Max return to their own age) Now, now; age before ugly.

Baby Hex: I am still all powerful!
Charmcaster: (scoffs) Hmmm, sure you are.
Baby Hex: Put me down, Charmcaster!
Charmcaster: Gee, uncle Hex, something tells me I'll be giving the orders from now on.

Big Fat Alien Wedding[edit]

Ben Tennyson: The only thing worse than going to a stupid old boring wedding is being in a stupid old boring wedding. Why can't they find someone else to be the ring bearer?

Gwen Tennyson: Better loosen that bow tie, Grandpa. Ben's brain needs all the oxygen it can get.

Cannonbolt: (emerges from the lake to find Joel's parents aiming weapons at him) Boy, the lifeguards around here are REALLY strict.

Gordon Tennyson: (upon seeing Cannonbolt) An Arburian Pelarota!
Betty Jean Tennyson: An alien wedding crasher. Who sent you?

Joel Tennyson: Put those things away! This is a wedding, not a shooting range.
Gordon Tennyson: But that thing is still out there.
Joel Tennyson: It doesn't matter. We want you to promise: no more weapons for the rest of the weekend.

Grandpa Max: I guess I forgot to mention that the groom's parents were Plumbers and the bride and her family are aliens, huh?

Camille's Ex-Boyfriend: Now, to deliver a wedding present they'll never forget.

Camille's Ex-Boyfriend: (holding Joel in his grip, looking at him angrily) If I can't have Camille, then neither can you. You meat puppet.
Diamondhead: (after launching diamond shards to cut his hand off, saving Joel) Back off, dirt bag!
Camille's Ex-Boyfriend: A Petrosapien? What are you doing here?
Diamondhead: Uh, friend of the groom?
Camille's Ex-Boyfriend: Then you're no friend of mine. (begins to attack)

Diamondhead: Sorry, lady. I thought you were a butt-ugly alien.

Gordon Tennyson: Maybe you can talk some sense into these kids.
Grandpa Max: Well, what's going on?
Gordon Tennyson: Ah, they don't know what they're doing. This whole wedding is a terrible mistake.
Grandpa Max: The whole wedding's a terrible mistake?
Gordon Tennyson: (to Joel) See? Listen to your uncle Max.

Gwen Tennyson: You trust me to help kick alien butt. Why won't you trust me to teach you how to dance?
Ben Tennyson: 'Cause you're probably just gonna trick me into looking like some dancing doofus.
Gwen Tennyson: You don't need MY help to dance like a doofus, so get over yourself, and give me your hands.

Mr. Mann: This wedding and every human here are about to be cancelled.

Mrs. Mann: Another wedding crasher! Why'd we even bother with invitations?

Betty Jean Tennyson: What do we do? We're defenseless!
Grandpa Max: Not quite. You promised to leave the Plumber gear at home. I didn't. (hands them weapons)
Gordon Tennyson: Ha! Just like the old days.

(Gordon and Betty Jean Tennyson walk over to Camille)
Gordon Tennyson: We're sorry that we've been so tough on you, Camille.
Betty Jean Tennyson: Can you ever forgive us?
Camille Mann: (looking at the two) Of course, that's what families are for. (looks ahead at the bodyguard as she pushes them aside) LOOK OUT!

Mrs. Mann: (as she fights Heatblast) Irritating pest! Must be from the groom's side of the family.

Heatblast: Aren't you guys a little old to be playing with mud?

Ben 4 Good Buddy[edit]

Ben Tennyson: (about to activate the Omnitrix) It's time for some real acceleration! (activates Omnitrix to XLR8 but transforms into Ripjaws)
Ripjaws: Aw, man!
Gwen Tennyson: Not a drop of water for miles.

Ben Tennyson: This thing can go three hundred miles an hour but it takes three people to flush?
Grandpa Max: Hey, our old gal's got character.

Ben Tennyson: Forget "comin' 'ROUND the mountain." We're goin' DOWN it!

Shelby: (after seeing Ben transform into Upgrade) That's quite the grandson you've got there.

Upgrade: What? Never seen a train come alive before?

Baron Highway: How'd you get in here?
Ben Tennyson: Forget about me getting in, it's you getting out!
Baron Highway: Oh, yeah? How are you gonna do that, sonny?
Ben Tennyson: Darn! I knew you were going to ask me that.

Ready to Rumble[edit]

Little Kid: Mommy, why'd that weird thing with a tail wet himself?

Fourarms: So, where's my prize money?
Referee: Prize money? This is an elimination competition. You have to beat everybody to win - ten maybe fifteen matches.
Fourarms: That'll take all night! It's already past my bedtime.

Ben Tennyson: This is pretty sweet! Heh, yeah! I could get used to being a wrestling superstar.

Gatorboy: You know, kid, you've got a big mouth - but so do I!

Gatorboy: I'm gonna drop you like a bag of dirt.

Mr. Beck: So hard to find decent thugs these days!

Ditto: Oh, yeah! Another one bites the sawdust!

Porcupine: Where's Ben?
Ditto: That kid's NEVER around when you need him.

Gatorboy: (not knowing the Omnitrix aliens are all Ben) Your wrestlers are amazing. How many guys do you manage?
Ben Tennyson: Mm, ten...and counting.

Ben Tennyson: Ouch! I had to make friends with a porcupine.

Ken 10[edit]

Future Fourarms: (about Vulkanus) I do not have time for this. I'm not going to miss another one of his birthdays, so I'd appreciate it if you just chill out in the Null-Void. (changes back into human form and sends Vulkanus to the Null Void)
Ben 10,000: Some scum just can't take a hint. (changes into XLR8)
(XLR8 runs to his HQ and reverts to his human form)
Ben 10,000: Told you I wouldn't miss your birthday.
(Ken sees him and hugs him)
Ken Tennyson: Thanks, Dad.
Ben 10,000: You only turn 10 once.
Ken's Friends: Happy birthday, Kenny!

Gwendolyn: [About Ben's carefulness over his son, Ken, joining him in the alien-fighting business] You're looking at this the wrong way. You think this is about the hero stuff.
Ben 10,000: Isn't it?
Gwendolyn: Every parent has trouble when their kids grow up, but you're living proof that kids have to make their own mistakes. Give Kenny a chance. Learn how to trust.

Future Kevin Levin: I guess I should thank you. With all that time in the Null Void, I was able to absorb a few tricks from all the aliens you locked in there with me. (transforms into his mutant form) Ben 10,000, meet Kevin 11,000!

Devlin Levin: [Steps in between when Kevin is fighting Ben] Dad, stop! You proved you were the best. You can go now.
Kevin 11,000: [Picks up Devlin and brings him close to his face] You think I have something to prove. [Throws Devlin away] I already know I am the best. I'm only doing this because I like it.
(Continues fighting with Ben as Devlin tearfully walks away)

Future Kevin Levin: (laughs manically, but is suddenly crushed by a tremendous fist; camera zooms out to reveal Way Big)
Future Way Big: How dare you! (with no mercy, he starts rapidly slamming his fists on Kevin)

Devlin Levin: You gonna put me in the Null Void, aren't you?
(Ken gasps and runs in front of Devlin)
Ben 10,000: We could...
Future Grandpa Max: Or... you could stay here with us and be part of our family.
Ben 10,000: That is, if that works for YOU guys.
Ken & Devlin: Totally! Sweet! (punch each other, knuckles to knuckles)

Ben 10 vs. the Negative 10 (part 1)[edit]

Ben Tennyson: (after defeating 2 robbers) This is almost getting *too* easy. Isn't there a villain left out there who can give me a challenge?

Grandpa Max: The Circus Freaks couldn't figure out how to steal water from an aquarium. Whoever masterminded all of *this* has knowledge of top secret Plumber intel.

Gwen Tennyson: Where are my manners? Hi, Cooper. I'm Gwen. I'd LOVE to go to the premiere with you.
Ben Tennyson: Back off, cootie queen. *I* got dibs on that extra ticket.

Cooper Daniels: And I've always been pretty good with computers and stuff like that.
Gwen Tennyson: (presenting her laptop to Cooper) hen you'll love this. It's the new XT9000 with satellite uplink. Use it whenever you like.
Ben Tennyson: (slamming down the laptop) No fair, that's bribery!
Gwen Tennyson: (pulling out a whole bucket of stuff) Oh, and what do you call this?
Ben Tennyson: Gwen, we're not all as selfish as you are, some of us enjoy sharing.
Gwen Tennyson: I'm telling Grandpa!
Ben Tennyson: That what? You're a big doofus?
Grandpa Max: Ben, get up here.
Gwen Tennyson: Ooh, busted!
Grandpa Max: You too, Gwen.

(Gwen gasps)

Ben Tennyson: Those chickens are gonna get fried!

XLR8: Look, I don't wanna hurt you guys.
(they fire at him)
XLR8: Guess the feeling's not mutual.

Ben Tennyson: Whoa, what is this place?
Grandpa Max: A blast from the past. It's an old Plumbers base.
Ben Tennyson: Like the one at Mount Rushmore?
Grandpa Max: Not exactly. At the height of the Plumbers, some of these satellite complexes were established around the country in hidden locations, like this one. Once we brought down Vilgax the first time, these annexes weren't needed anymore, so we eventually shut 'em all down.

Forever King Driscoll: I find your lack of faith disturbing, Mr. Breath. Or may I call you Acid?

Grandpa Max: Let's put the spurs to her and see if she's got some extra giddy-up.

Grandpa Max: Ben, I hate to bother you but we could really use a brake here!

Gwen Tennyson: That's Clancy!
Diamondhead: The bug guy? I thought he was gone for good!

Gwen Tennyson: Charmcaster? Is there anybody who doesn't hate us involved in this thing?

Rojo: Sorry. This elevator is no longer in service. Going down?

Rojo: You're still alive? You're making me look bad.

Forever King: Welcome. I wish I could promise you a swift demise but, alas, I believe my new partners have other ideas. Behold-the Negative 10!
Ben: Oh, man.

Ben 10 vs. the Negative 10 (part 2)[edit]

Acid Breath: Knock, knock. It's payback time.

Fourarms: Come on. I'll whip y'all with three arms tied behind my back.

Driscoll: Nothing will stop this little homecoming.

Cooper Daniels: Sometimes, if I concentrate real hard, I-I can sort of see inside machines and junk like that. It's kind of like a wi-fi in my head.
Gwen Tennyson: That is so cool.
Cooper Daniels: Not really. It gives me a major headache.

Driscoll: I love surprises, don't you?

Grandpa Max: We've got to pull the plug on Cooper before that exo-suit makes a winter coat out of Ben.

Charmcaster: Ready for a little "spelling" contest?

Grandpa Max: I would say it's nice to see you again, Driscoll, but I'd be lying.

Ben Tennyson: We all know that Animo's next in charge.
Gwen Tennyson: But, Charmcaster is the one with all the potential.
(the Negative 10 looked confused at each other)
Rojo: Hey, what about me?! I'm tougher than all of you!
Acid Breath: You? Get real!
Grandpa Max: (to Ben) Ben, stop the Forever King!
Driscoll: There is no place left to run, Tennysons.
Eye Guy: Who's running, metal mouth? Bring it on!

Driscoll: Now I shall be the forever king of the world.

Ben Tennyson: Just like I thought: all bite and no bark.

Ben Tennyson: Hey Grandpa, remember that hologram you made of us inside the Rust Bucket?
(Max nods)
Ben Tennyson: How are you at making presidents? *Big* presidents?
(Max and Gwen exchange looks and then look up at Mt. Rushmore)

Goodbye and Good Riddance[edit]

Wildvine: (after defeating the villains) Grandpa, what can we do next?
Grandpa Max: Get you to school, Ben. Summer's over.

Ben Tennyson: Well, there is one good thing about my school.
Gwen Tennyson: What?
Ben Tennyson: You don't go there.

Sandra Tennyson: Now, I know you and Ben have had your differences, but I hope his personality grew on you this summer.
Gwen Tennyson: I suppose one... or two of them weren't so disgusting.

Grandpa Max: Keeping a secret is never easy. Trust me.

Carl Tennyson: (held by Vilgax) Ben, who'd you and Grandpa meet this summer?
Ben Tennyson: Dad, he's not as bad as he looks.
(Vilgax takes a swipe at Ben, Ben dodges)
Ben Tennyson: Okay, I lied! He's way worse!

Cannonbolt: If there's one thing you made me believe, Vilgax, it's to never believe you!

Carl Tennyson: Ben, what's going on?
Cannonbolt: Talk later, survive now.

Vilgax: I am not merely going to destroy you and your family. I plan to destroy your entire putrid town.

Grandpa Max: (handing Carl a weapon) Son, I know I've got some explaining to do, but right now actions speak louder than words, and I've got three of them - aim and fire!

Vilgax: So much suffering. Are you prepared for more, Tennyson?
Ben, Max & Carl: You talking to me, ugly?

Secret of the Omnitrix[edit]

Gwen Tennyson: I hear most normal kids spend their normal summer vacation at the beach, or the mall. Oh, wait, WE were supposed to go to the mall today! [camera zooms out, revealing that she and Max are hanging upside down]
Grandpa Max: Sorry, honey, but we got side-tracked.

Gwen Tennyson:[after Eye guy,XLR8 or Heatblast crash the door] Whooaa that is real though enough.
Eye Guy, XLR8 or Heatblast : Ok Animo science class has been canceled
Eye Guy: Whoa! THATS an eyeful!
XLR8: Fine I'll run circles at that bug
Heatblast: Fine I'll Barbeque that bug

Ben Tennyson: [Turns to Stinkfly, then changes to Wildmutt, then Diamondhead, then Greymatter]
Grey Matter: Sometimes I think this thing just plain hates me.
Gwen Tennyson: Now how would you chase Dr. Animo short stuff?

Grandpa Max: Let's not ruin Gwen's day, huh?
Ben Tennyson: What about ruining MY day? I'm the one stuck in some clothing store during MY summer vacation.

Gwen Tennyson: I've never been so humiliated in all my life!
Ben Tennyson: That's not true. You've been humiliated plenty of times worse than that.
Gwen Tennyson: Yeah! And all by YOU!
Ben Tennyson: That's all I'm sayin'.

Gwen Tennyson: Try not to mess things up, okay?
Ben Tennyson: Since when do I ever mess things up?
Gwen Tennyson: Do you want your list in chronological or alphabetical order?

Tetrax: Don’t worry, I've had many of these tests performed on myself. Never felt a thing.
Ben Tennyson: But don't you have like diamond hard skin?
Tetrax: ...Good point. Let's get started!

Tetrax: Gwen, you're the intruder?
Gwen Tennyson: Sorry. I-I just figured since Ben can't find his toothbrush when it's stuck in his mouth, he could use some help finding the creator.
Ben Tennyson: Hey!
Gwen Tennyson: I'm just kidding. Ben NEVER brushes his teeth.

Ben Tennyson: (to Tetrax about Gwen) Can we turn around and drop her back on Earth? You know, like from orbit?

Ben Tennyson: Look, Tetrax and I have it covered. We'll find Azmuth, he'll fix the watch, and I'll keep kicking alien butt.
Gwen Tennyson: Tetrax said Azmuth would deactivate the Omnitrix, not fix it.

Ben Tennyson: Great! Gwen's in love with the snot blob.

Gwen Tennyson: I'm an alien butt! It's official: worst summer of my life!
Ben Tennyson: Hey, rock/paper/scissors, two out of three. I won fair and square.

Tetrax: I downloaded the DNA signature into my scanner. It should lead us directly to Azmuth, but if these prisoners see a human, it'll be trouble.
Gwen Tennyson: Wow. The rest of the universe hates us that much?
Tetrax: No, most species love humans. They're considered quite a delicacy.

Tetrax: How do they know about the Omnitrix?
Ben Tennyson: Funny story. I'll tell you later.

Vilgax: Your ship will be useful in my quest to find the Omnitrix, and when I recover it, I'll exact my revenge on the Earth boy who imprisoned me in that cursed Null Void dimension!

Ben Tennyson: (after escaping Incarcecon) That was so cool! Let's never do that again!

Tetrax: Give me one reason why I shouldn't shove you in an energy tube and shoot you back to Incarcecon right now!
Myaxx: Because I know where Azmuth is.
Ben Tennyson: That's a pretty good reason.

Myaxx: You didn't tell him?
Tetrax: If the self-destruct is allowed to detonate, the explosion will cause an energy ripple that will literally tear apart the universe, including Earth!
Ben & Gwen: Grandpa!

Ben Tennyson: I can't believe you knew about this the whole time and didn't tell me.
Tetrax: I'm sorry, Ben. I thought you'd be more concerned about how this affected you rather that others.
Ben Tennyson: What do you mean? I help people all the time with the Omnitrix.
Tetrax: That's true. You do help a lot of people, but ask yourself this: do you help because it's the right thing to do or for the thrill of being a hero?

Myaxx: What are you doing? You have to direct us or the ship will be torn apart.
Ben Tennyson: (dourly) Great. No pressure.

(Ben has to navigate Tetrax' spaceship from outside)
Tetrax: Should we turn to starboard or to port?
Ben Tennyson: What?
Gwen Tennyson: He means right or left.
Ben Tennyson: Why didn't he just say so. Go to the right.
(the ship turns right)
Ben Tennyson: I mean left! Go left!
Gwen Tennyson: This is why we don't give him the map book when we drive.

Vilgax: Surrender the Omnitrix and your deaths will be swift - except, of course, for the Tennyson boy!

Ben Tennyson: Look, the Omnitrix is in self-destruct mode. Even if you get it from me, you'll just wind up getting blown to bits with the rest of the universe.
Vilgax: I will take my chances.

Tetrax: (handing Myaxx a pressure suit) We're going outside. We need to free the Resolute from Vilgax's ship.
Myaxx: Me? Outside? I-in space? Oh, no. I'm more of a land-based species.
Tetrax: If we don't clear those tethers by the time we hit Zenon's gravitational pull, both ships will be destroyed in re-entry.
Myaxx: Well, when you put it THAT way.

Vilgax: You are going to regret sending me to the Null Void for what little remains of your miserable life!

Gwen Tennyson: (looking at the controls on Tetrax's ship) Come on, you can fly this thing. It's just like riding a bike - a huge, super high-tech alien bike.

Ben Tennyson: (seeing Gwen endangered) Going hero.
Myaxx: Ben, no! The self-destruct will accelerate!
Ben Tennyson: I! DON'T! CARE!

Tetrax: I know what you're goin' through. I was young. I didn't care about anybody but myself, so it made sense that I wound up a mercenary, a soldier for hire. I was loyal to whoever paid me the most, no matter how evil they were. It was only a matter of time before I would work for the worst of the worst - Vilgax. I stole the last piece of the puzzle Vilgax needed to invade my home world. When my people didn't bow at his feet, he destroyed the entire planet to make an example out of it. Vilgax did the dirty work, but he couldn't have done it without my help.

Ben Tennyson: Look, I don't know why you don't want to help us, but my cousin sacrificed her life to stop this thing.
Azmuth: That is none of my concern.
Ben Tennyson: It is now!

Cannonbolt:[About to break down Azmuth's door] I've come too far! I've lost too much to be stopped now!

Myaxx: (to Tetrax about Ben) Remind me not to get THAT kid mad.

Azmuth: You've only sped up the countdown. Because of YOU the universe has even less time!
Cannonbolt: If the universe is goin' down anyway, I'm gonna have the pleasure of kicking YOUR butt FIRST.

[Cannonbolt attacks Azmuth. The suit then opens up, revealing himself to be a Galvan.]

Azmuth: Look at what you did! Do you how long it took to break in a biosuit like that?
Cannonbolt: He's really a Grey Matter?
Myaxx: Who knew.
Azmuth: Yeah I'm a Galvan. So what? Does that give you the right to destroy my property and invade my privacy?
Tetrax: Enough talk. Stop the countdown! (Cannonbolt reverts back to Ben)
Azmuth: I say let the Omnitrix self-destruct and take the universe with it. Probably the best thing that could happen. Start fresh. I didn't create a weapon, all of YOU did. I created the ultimate device for understanding all the beings of the universe. You and Vilgax are no different.

Myaxx: I am a selfish and self-centered being, but it takes one to know one.

Vilgax: At last we meet. What an honor - for you

Gwen Tennyson: (after saving Ben) What would you do without me?
Ben Tennyson: (to himself) Sure am glad I don't have to find out.
Gwen Tennyson: What's that?
Ben Tennyson: I said Vilgax is smearing us and I can't do anything about it. I'm just a plain kid without the Omnitrix.
Gwen Tennyson: Don't you get it? You don't NEED that thing. What about all the times you saved Grandpa, or me, or lots of other people when you weren't an alien? You ARE a hero, even if you can't "go hero."

Myaxx: (as Ben removes the device that keeps the Omnitrix from overloading) What have you done?
Ben Tennyson: I ask myself that question all the time.

Azmuth: I'm still not sure the universe is worth saving - but while I think about it... (deactivates the Omnitrix's self-destruct)

Way Big:[After Ben tranforms to WAY BIG] Whoa! Check me out! I'm not just big! I'm WAY BIG

Vilgax: [struggling in Way Big's hand] Release me...Or suffer the consequences!
Way Big: Pretty big talk for such a small guy. [Vilgax claws his hand] YOW! That's it! You are SO outta here! [hurls Vilgax into space]

Azmuth: I created the Omnitrix to help all the beings of the universe grow closer together. If an Earthling can make that happen, I see no reason why you shouldn't have it. Besides, that thing is nothing but trouble! Always has been! You keep it! Good riddance!

Azmuth: You coming?
Myaxx: Are you going to give me some respect from now on?
Azmuth: Meh. I wouldn't count on it.
Myaxx: Guess it is better than that prison planet.

Ben: Wait! Aren't you gonna tell me how to work the Omnitrix?
Azmuth: Don't you want to find out on your own, like a true hero would?
Ben: [thinks for about half a second] Not really.
Azmuth: Heh, I like that boy. [slams the door in Ben's face]

Ben Tennyson: (last lines) It's hero time!

Ben 10 Shorts[edit]


Ben: Hey what are you doing?
Jacker # 1: There's a kid in here!
Ben: Oh, you guys picked the wrong RV! Going Fourarms
Jacker #2: Ha, you hear that? The kid thinks he's tough.
Jacker #1: (mockingly) Oh no! Maybe he'll throw his diapers at us.(Ben activates Omnitrix and becomes Fourarms)

Snack Break[edit]

Ben Tennyson: Oh, I'm gonna get my snack,you stupid snack machine! I'll need some Grey Matter!
Gwen Tennyson: Hey, Ben. Did you get your snack?
Grey Matter: Hey! I nearly got shredded and you don't compliment me!

Ben Tennyson: Gwen, help, get me out of here.
Gwen Tennyson: No thanks, you'll just have to wait for someone else to buy you.

Survival Skills[edit]

Grandpa Max: No heroes, Ben. I want a fire built by Ben.

Gwen Tennyson: You are so busted.
Grandpa Max: Put that fire out and start over.
Gwen Tennyson: But Grandpa, I'm starving. It'll be morning by the time Ben gets it started.
Grandpa Max: Not necessarily.

(Ben rubs rocks against each other then hurts his thumb)
Ben Tennyson: (pants then throws rocks hurting his knees) Yah! Ouch! Ouch! Ouch! (growls, then turns on Omnitrix) What Grandpa doesn't know won't hurt him.

Sleepaway Camper[edit]

Ben Tennyson: Grandpa's snoring is killing me! What am I gonna do?
Gwen Tennyson: (hands him a tissue box) Here, try this.
Ben Tennyson: Tissues. What am I supposed to do with these? Sneeze myself to sleep?
Gwen Tennyson: Stuff them in your ears, lame brain.
Ben Tennyson: That's actually a pretty good idea.


  • One part kid, ten parts hero.
  • An alter-ego for every occasion.

External links[edit]

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