Ben 10

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Ben 10, created by Man of Action, 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 attaches 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]

(Vilgax's ship is chasing the smaller blue ship)
Robot Lieutenant: Hull damage: 20 percent, but the system's still operational.
Vilgax: I have come too far to be denied. The Omnitrix shall be mine, and there is not a being in the galaxy that dares stand in my way.

Robot Lieutenant: Their propulsion systems have been destroyed.
Vilgax: Prepare to board. I want the Omnitrix, now!

Ben Tennyson: (looking at clock) Come on. Come on.
Teacher: And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!
Ben Tennyson: Yeah, right. (bell rings) Yes! Outta here!
Teacher: Everyone, have a good vacation, and I hope to see you all again in the fall. Benjamin, could I have a word with you before you go? (holds up Ben's paper airplane)
(Ben frowns and walks over to the teacher's desk)

(Cash and J.T. back Jamie into a tree)
Cash Murray: Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash so we can get out of here.
Ben Tennyson: Leave him alone!
J.T.: Get lost, shrimp.
Ben Tennyson: I said, back off!
Cash Murray: Oh, looks like we got us a hero. Suppose we don't wanna back off?
J.T.: What are ya gonna do about it, Tennyson?
(The three stare intently, then Ben attacks; Ben ends up hanging from a tree with Jamie)

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?

Ben Tennyson: (referring to the camping trip) I have so been looking forward to this! (notices Gwen sitting down at a table) What are you doing here? (to his Grandpa) What is she doing here?
Gwen Tennyson: Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me.
Ben Tennyson: Grandpa, please, tell me you didn't.
Grandpa Max: I thought it would be fun if your cousin came along with us this summer. Is that a problem?
(Ben and Gwen say nothing)

Ben Tennyson': Aw, I can't believe it. I wait all school year to go on this trip, and now the queen of cooties is along for the ride.
Gwen Tennyson: Hey, I had my own vacation already all planned out, too, you know. (Pulls out her schedule) Each activity is color-coded so I never did the same thing two days in a row. Now, I'm stuck with my geekazoid cousin going camping for three months.
Ben Tennyson: Geek.
Gwen Tennyson: Jerk.
Grandpa Max: Something tells me it's gonna be a long summer.

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.
Ben Tennyson: Ugh. Couldn't we just have a burger or something?
Grandpa Max: Nonsense. This summer's gonna be an adventure for your taste buds.

Ben Tennyson: (To Gwen) Okay, I have a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?
Gwen Tennyson: Some rice cakes and hard candy.
Ben Tennyson: Think we can make them last the whole summer?
(Both sulk)

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.
Grandpa Max: Aw, come on, you two. We're all in this together. You can mope around like this all summer, or we can have some fun. Now what do you say?
Gwen Tennyson: I vote for moping.
Ben Tennyson: I'm gonna take a walk. Smell ya around, Gwen.
Grandpa Max: I, uh, think they're starting to grow on each other.

Ben Tennyson: Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school. (ball transporter goes over head) Whoa! A shooting star! (transport comes down where he is; Ben screams and jumps out of the way, then goes over to the transport) Looks like a satellite or something. (falls into the crater next to the transport) A watch. What's a watch doing in outer space? (Omnitrix jumps on his wrist) Get off me! Get off, get off!

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: Hmm. Ben's been gone a while. Well, I guess he can't get into too much trouble out here.
Gwen Tennyson: Unless he wound up bear food. (Grandpa Max frowns at her) Hey, I can dream, can't I?

Gwen Tennyson: (notices a forest fire) What's that?
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!

(as the forest burns)
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?
Heatblast: Well, when I was walking this meteor fell from the sky and almost munched me, except it wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire.
Grandpa Max: (running up) Gwen, are you alri... (sees Heatblast) What in blazes?
Gwen Tennyson: Hey, Grandpa, guess who.
Heatblast: It's me, Grandpa.
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: I don't wanna be fire guy forever. How am I suppose to play Little League this fall if I charcoal the ball every time I catch a pop-fly?
Grandpa Max: Don't worry, Ben. We'll figure this thing out.
(the Omnitrix beeps and Ben reverts to human form)
Ben Tennyson: I'm me again.
Gwen Tennyson: Aw, too bad. I liked you better when you were a briquette.

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?

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)

Gwen Tennyson: (referring to Wildmutt) Ew! This thing's even uglier than you are normally! Bow wow, put a flea collar on this mutt. (Wildmutt roars) And no eyes? What good is this one? It can't see. (tries to hit Wildmutt with a stick, Wildmutt jumps onto the RV) Okay. So maybe it's not a total loser. (Wildmutt jumps in front of her) Ew, two words: breath mints.

Gwen Tennyson: (Ben turns into Wildmutt and stalks off) Ben? Get back here. Ben! I'm gonna tell Grandpa that you turned into a freaky animal monster thing and went swinging around the forest when he told you not to! Oh, this is a majorly weird day.

Ben Tennyson: (After destroying first drone) Yes! (Second drone arrives) Whoa. Not good.
Gwen Tennyson: (Hits drone with shovel) Ugh! Back off, sparky. No flying tree-trimmer is going to hurt my cousin. (Hits drone several more times)
Ben Tennyson: Never thought I'd say this, but am I glad to see you.

Ben Tennyson: (Referring to the Omnitrix) Look, if I can figure this thing out, maybe I can help people. I mean, really help them, not just, you know, make things worse.

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?!
Robot Lieutenant: Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet below.
Vilgax: (To another nearby robot) Go. Bring it to me.

[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.
Grandpa Max: With a device as powerful as that watch clamped on you, my guess is we better help you learn... fast.
Ben Tennyson: Alright!

Ranger: (On radio) Mayday. Mayday! Somebody, help us! We're under attack by some sort of, I know you're not going to believe me but, robot.
Ben Tennyson: Sounds just like those things that attacked me. Must be looking for the watch. Those people are in trouble because of me. I think I can help them.
Gwen Tennyson: Uh, you? What are you gonna do about it, Tennyson?
(Ben looks at the Omnitrix and then smiles)

Ben Tennyson: (activates Omnitrix) Yeah. (starts turning Omnitrix) Eenie, meany, miney, here goes. (presses in Omnitrix and turns into Diamondhead)

Gwen Tennyson: (referring to Diamondhead) So, what can this guy do?
Diamondhead: I don't know, but I bet it's gonna be cool.

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.

Ranger: (as Diamondhead fights the giant robot) What is going on here?
Gwen Tennyson: You probably wouldn't believe me if I told you. Now come on.
(The ranger hesitates, but runs once the giant robot throws Diamondhead into his truck)

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

Diamondhead: (Pointing to his chest, taunting the giant robot) C'mon. Burn one in here.
Grandpa Max: Get out of there. Run! (giant robot blasts Diamondhead)
Diamondhead: (reflects blast) What comes around goes around. Let's see how you like it, ya techno-freak. (cuts giant robot in half with reflected blast)

(after Diamondhead defeats the giant robot)
Gwen and Grandpa Max: All right!
Grandpa Max: Way to go, Be- (people stare) uh Diamond-headed guy!
Diamondhead: Oh yeah! Who's bad?! (jumps up and down) Yeah!
(Gwen and Grandpa Max wave at him to leave, shaking their heads)
Diamondhead: Well, I think my work here is done. (runs away)

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 and pack the baggage in record time.] Pretty fast, huh? (the Omnitirx times out; XLR8 turns back to Ben)

Ben Tennyson: I think this is gonna be the best summer ever.
Grandpa Max: Absolutely.
Gwen Tennyson: Certainly going to be interesting. So, where'd you go anyway?
Ben Tennyson: Just had to take care of a couple of things before our vacation really got rolling.
(Scene switches to the two bullies hanging from a tree)
Cash Murray: Dude, how'd we get up here?
J.T.: Uh, I'm not sure. It all happened so fast.
Cash Murray: Hey, somebody? Anybody? Little help up here, please.

Washington B.C.[edit]

(roof collapses, but doesn't fall)
Boy: (looks up to see Heatblast holding roof) Who are you?
Heatblast: I'm here to help. (leads them to stairwell) This way. (staircase collapses) Uh, on second thought, that way.

(Ohhs and ahhs)
Heatblast: I'm sure you all want to thank me personally, but really it's all in a day's work for -- (looks at boy) No way! A gold Sumo Slammer card! (sits next to the boy) Where'd you get it? I've been searching all over for that!
Boy: It was a prize inside a box of Sumo Smack cereal.
(honks horn)
Gwen Tennyson: Yo, super doofus. The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away.
Heatblast: (turns to the boy, then back to Gwen) Uh, I knew that.

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)

Heatblast: (hits criminals' car with a fireball) Strike!

Heatblast: (To robbers) Unless you punks want a permanent sunburn, hands against the wall. You punks picked the wrong day to be bad- (Transforms back into Ben)
Ben Tennyson: Guys.
Robber 1: Huh? What? Hey, it's just a kid! Get the jewels!
Ben Tennyson: (Realizing he's back to normal; sirens are heard in the background) Wow. Time sure flies when you're having fun. I've decided to let you guys off with a warning this time.
(The police arrive)
Police Officer: Freeze!
Ben Tennyson: They're all yours, officers. I know you all want to thank me, but-
Police Officer: Step aside, son. This isn't playtime.
Ben Tennyson: Playtime? I'm the one who captured them! It's not fair! I'm the hero! Oh, man...

Grandpa Max: Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little obsessed?
Ben Tennyson: Maybe you're right, Grandpa. I don't deserve a Gold Sumo Slammer card. I mean, it's not like I rescued a bunch of people from a burning building or anything like that.
Gwen Tennyson: Superhero guilt: pretty low.
Ben Tennyson: Hey, whatever it takes.

Landlord: (knocking on Dr. Animo's door) Yo, Animo. I know you're in there. Open up. (opens the door and walks in, looking at all the animal cages; recoiling at the smell) Phew, smells like a zoo in here.

(Dr. Animo sneaks up on the landlord, making him scream)
Dr. Animo: How did you get in?
Landlord: (composing himself) Pass key. I am still your landlord, remember? Maybe not, since your rent is six months past due.
Dr. Animo: All of my funds go into my research. Now get out! You're disturbing me.
Landlord: Hmm. Looks like you were disturbed long before I got here, pal. Listen doc, you and your furry friends are out on the street, unless you pony up the green.
Dr. Animo: Pony up? Interesting choice of phrases.

Dr. Animo: (to landlord) You must be an animal lover. (takes a frog out of its cage and sets it on the floor) Then you're gonna love this. (puts on Transmodulator)
Landlord: (laughing) What's that? You a member of the moose lodge or something?
Dr. Animo: This is my Transmodulator. Phase number 1: it creates and accelerates mutations at the genetic level. Observe. (activates the Transmodulator, changing the frog into a giant version of itself, the landlord screams as the frog eats him) 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?

Dr. Animo: So close to having what is rightfully mine. All I need is a few lousy components to finish my work.
M-Mart Commercial: So whether you're in need from hair spray to state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest Mega Mart.
Dr. Animo: Ah, just what the doctor ordered.

Ben Tennyson: (sees display) Huh? Yeah! (walks over to display) Cool. Sumo Slammer cards; a complete set.
Grandpa Max: Let's check out the pet department.
Gwen Tennyson: Please tell me you aren't looking for our breakfast.

(at the grocery store)
Grandpa Max: Only canned octopus? I thought this store prided itself on wide selection.
Gwen Tennyson: Uh, Grandpa, no offense, but can we have a normal dinner for once? You know, once that doesn't involve stir-fried tentacles?
Grandpa Max: Nonsense. Now where do you suppose they keep the sheep's bladders?

Gwen Tennyson: (hears Omnitrix activate) Ben? (walks into the cereal aisle to find all the boxes opened, finds Grey Matter digging through one of them)
Grey Matter: Oh, man, another red card.
Gwen Tennyson: (grabbing Grey Matter) Gotcha. What are you doing?
Grey Matter: Uh, looking for the gold Sumo Slammer card. Duh...
Gwen Tennyson: You're supposed to use your powers to help people, not find some stupid trading card.

Store Manager: (clears throat) Just what do you think you're doing, young lady?
Gwen Tennyson: It wasn't me. It was my doofus cousin.
Store Manager: Well, someone is going to have to pay for all this.
(Gwen grunts)

Grandpa Max: So, why are we buying all of this cereal?
Ben Tennyson: Well, we would have only had to buy the one that I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt.
Gwen Tennyson: Hello, you were trashing the whole cereal aisle just to find some stupid piece of cardboard.

Ben Tennyson: (noticing the giant hamster and parrot) Oh, man. What kind of pet food are they selling around here?

Dr. Animo: (motioning to his mutated animals) Behold the genius of Dr. Animo. Nothing can stop me from getting what I deserve. Mark my words, today I will make history, or should I say pre-history.
(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.

Ben Tennyson: (seeing a nearby motor scooter) I don't need to go hero to stop an overgrown furball.

Ben Tennyson: Un-huh! That's right! Not even giant hamsters can mess with Ben Tennyson!
Employee: (over intercom) Cleanup aisle six.

Ben Tennyson: (to Dr. Animo) Hey, what do you think you're doing?
(giant frog uses its tongue to knock boxes on top of Ben)
Dr. Animo: Don't be a hero, kid. Just run along and play.
Ben Tennyson: (looks at uncharged Omnitrix) You are so lucky I can't go hero.
Security Guard: Freeze! Get down off that giant... frog and put your hands up. (Dr. Animo rides away on frog) Uh, we got a grab-and-dash in Electronics. Male, five-foot-six, riding on a giant frog or toad. Trust me, you can't miss him.

Dr. Animo: Young fool, you cannot stop me! I will turn Washington D.C. into Washington B.C.

Store Manager: (to Ben) You saved the store. If there's anything I can do to repay you, anything you want.
Ben Tennyson: (looking at gold Sumo Slammer card) Well, now that you mention it... (Grandpa Max drags Ben away) Grandpa, I was finally gonna score the gold Sumo Slammer card!
Grandpa Max: No time for that now, Ben. We have a giant parrot to follow.

Grandpa Max: (about the giant parrot) Lost him. He could be going anywhere in Washington D.C.
Gwen Tennyson: Or Washington B.C.
Ben Tennyson: (gasps) That's it! I know where he's going: the Natural History Museum.
Grandpa Max: (after Ben finds a giant feather at the museum) Something tells me we're on the right track. Good thinking, Ben.
Gwen Tennyson: Guess even a doofus can surprise you once in a while.
Ben Tennyson: And you should know.

Dr. Animo: You are very persistent. I hate persistence.
Ben Tennyson: We all know about you and your freakazoid experiments, Dr. Animo. It's over.
Dr. Animo: Oh, but, it's only just begun. See, I only needed a few components to push my work into phase 2 -- the re-animation of dormant cells.
Ben Tennyson: (confused) Uh, does this guy come with subtitles?
Dr. Animo: Breathing life into that which has been long since lifeless. Observe. (re-animates mammoth) Behold the genius that is Dr. Animo.

Gwen Tennyson: Now would be a really good time to go hero.
Ben Tennyson: No duh. You guys get Animo, I'll take care of Jumbo. (transforms into Fourarms)
Fourarms: Let's wrestle.

Gwen Tennyson: (computer beeps) Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't when some big prize called the Verities award, he flipped out. Anything about this sound familiar, Ben?

Grandpa Max: Ben, what's the matter?
Ben Tennyson: I save an entire Mega Mart from being a giant hamster's chew toy, and what do I get? Nothing. It's not fair.
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.

Grandpa Max: (while following giant parrot) Ah, just like the good old days, before I retired.
Gwen Tennyson: So, exactly, what kind of plumber were you, Grandpa?
Grandpa Max: Uh, a darn good one.

Ben Tennyson: (as the giant bird flies off with Gwen) Gwen!
Grandpa Max: (drives up) Somebody call for a taxi?

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."

Gwen Tennyson: (while being carried by the giant parrot, and reaching for her cell phone) Well, my mom said only use in an emergency. (short pause) I guess this qualifies.

Grandpa Max: (to Gwen on cellphone) Hang on, Gwen. We're coming.
Gwen Tennyson: I can't hold on much longer. (drops cellphone)
Grandpa Max: (seeing Gwen's cellphone hit the ground) Oh, no. Gwen will be next.
Ben Tennyson: Not if I can help it. It's hero time!

(Gwen falls and screams, then Stinkfly grabs her)
Stinkfly: Gotcha!
Gwen Tennyson: (looking surprised) Huh? Butterfly!
Stinkfly: (looks at her) Stinkfly.
Gwen Tennyson: Yeah, whatever. Anyway, thanks for the save. (sees giant parrot and gasps) Incoming!

Stinkfly: (to giant parrot) Watch the nails there, Polly!

Gwen Tennyson: (riding on Stinkfly's back) Oh, I think I'm gonna be sick.
Stinkfly: Spew on me, and you'd better learn to fly quick.

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.

Gwen Tennyson: (after beating up the giant parrot) Ben's not the only one with skills.

Dr. Animo: (after crushing Sumo Slammer card factory) Ah, I do love my work.

Dr. Kelly: (to tour group) And here is my Verities Award. Of course, it was an honor just to be nominated with a distinguished group of scientists.
(building shakes; Dr. Animo bursts through wall with his T-Rex)
Dr. Animo: Kelly! I believe you have something of mine. (jumps down and grabs the Verities Award) I'd like to thank the committee for this honor.

Dr. Animo: (after Stinkfly saves Dr. Kelly) What are you, you little pest?
Stinkfly: Stinkfly, and I'm here to kick some tail.

Stinkfly: (sees a gold Sumo Slammer card in a pile of rubble) Hey, I struck Sumo Slammer gold!
Dr. Kelly: Somebody help me!
Stinkfly: Oh, man! This hero stuff ain't easy.

(giant parrot turns back to normal size; the parrot flies up and perches on Gwen's arm)
Gwen Tennyson: Oh, don't even try to kiss up to me now.

Dr. Animo: (as the police arrest him) Let me go! I deserve that award! I've got it coming to me! I want it!
Ben Tennyson: For some reason, that sounds kinda familiar.

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 Tennyson: Cannonball! (jumps into lake) Judges scores... yes! Perfect 10! Yeah! (imitates crowd roar) The crowd loves him!
Gwen Tennyson: (shines flashlight at Ben) A perfect dweeb is more like it.

Ben Tennyson: Come on, dive in!
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]

Gwen Tennyson: (pounding on the bathroom door) Come on, Ben! What did you do? Fall in?

Grandpa Max: Ben, you feeling okay?
Ben Tennyson: Yeah. I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time. (a dark figure shows in the distance; Ben points to it) Whoa! There it is! (tree branches with a tub float by) Oh, my bad.

Ben Tennyson: (picking up a handful of worms and showing them to Gwen) Breakfast?
Gwen Tennyson: (screams) Ben, gross! (to Grandpa Max) What with the bucket of slimies?
Grandpa Max: Bait.
Gwen Tennyson: Yeah. Well, I think I'm going to pass on the fishing thing. I'll stay here and catch some sun instead.
Grandpa Max: Okay, but you don't know what you're missing.
Gwen Tennyson: (walking away) I'm pretty sure I do.

Grandpa Max: Now, Ben, this is a fishing trip, not a monster hunt.
Captain Shaw: It's called the Krakken.
Ben Tennyson: You know about it?
Captain Shaw: It's my business to know about it. (shows Ben a picture of the Krakken) I've been on its tail for years. Folks say my rudders not right.
Grandpa Max: Why doesn't that surprise me?
Captain Shaw: Sightings go back hundreds of years on this very lake. Some say it's a myth. Not me. I could take you to a spot where I personally laid eyes on the beast. That is, if you got the stomach for some real adventure.

(Gwen is relaxing on the dock)
Gwen Tennyson: (to herself) Ah, finally, a little sun. And with my big-mouthed cousin nowhere in sight, I can just lay back and relax. (Captain Shaw's boat is coming closer to the dock) (referring to Ben) How many times does that doofus think I'm gonna fall for this?

(As the Krakken attacks the dock)
Captain Shaw: I knew it! I told ya the beast was real!
Grandpa Max: Sail now, gloat later!

Grandpa Max: Ben, I don't want you to put too much stock into what Mr. Shaw says. I don't think he has both oars in the water... if you know what I mean.
Ben Tennyson: Why? Just because he saw the Krakken, too?

Ben Tennyson: (to Grandpa Max) You're just being stubborn.
Gwen Tennyson: (sarcastically) Yeah. Don't you just hate people like that?

Ben Tennyson: But what about the Krakken?
Jonah Melville: The Krakken? Not that old fish story. Look, I'm a marine biologist and anybody who tells you they've seen a monster in this lake is casting without a hook.

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

XLR8: You okay?
Gwen Tennyson: (coughing) I think so. Thanks for the save. (XLR8 runs off, splashing mud in her face) Hey, you did that on purpose!

Jonah Melville: 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 Melville: 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]
Ben Tennyson: 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.

Ben Tennyson: It's hero time! (transforms into Stinkfly)

Duane: Is that a bird?
Jack: Nah. Looks like a plane.
(Stinkfly flies closer towards them)
Jonah Melville: It's a bug! Man the harpoons!

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

Grandpa Max: (to Gwen) Any sign of Ben and Shaw?
Gwen Tennyson: (looking through binoculars) Not yet.
(sound of Omnitrix beeping overhead draws their attention; Stinkfly reverts back to Ben and he falls on top of the RV)
Ben Tennyson: (groans) I hate it when that happens.

Grandpa Max: All right, buddy. We can do this the easy way, or the hard way.
(Gwen and Grandpa Max knock out one of Jonah's henchmen)
Gwen Tennyson: Is this the easy way, or the hard way?

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

(Ripjaws hangs an unconscious Jonah on some wreckage)
Ripjaws: Hang here for a while, until the police find a nice, dry cell for ya.

Grandpa Max: (watching the police arrest Jonah) Good riddance to bad rubbish.
Captain Shaw: (rowing his boat to shore with Ripjaws in a net) Got one! I finally got me a Krakken. One of the eggs must have hatched. Imagine this trophy mounted on my wall.
(Ripjaws reverts back to Ben)
Grandpa Max: I think your catch of the day isn't exactly as advertised.
Captain Shaw: (looking at Ben trapped in the net) But I could have sworn...

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? NOOO!

Grandpa Max: (to Ben) Just watch your cheeks, Vera's a pincher.

Aunt Vera: I can't believe you're finally here! And look at you two! So grown up! (pinches Gwen's cheeks)
Gwen Tennyson: Ow!
(Aunt Vera turns to Ben and pinches Ben's cheeks)
Ben Tennyson: Ow!

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

Ben Tennyson: This is gonna be so boring. Their idea of excitement is probably watching the grass grow. (sees an old man do a backflip after falling off roof) Whoa! Did you see that?
Gwen Tennyson: (looks out window) See what? The heat must be frying that pea-sized brain of yours.

(Marty roars at Ben through a window)
Ben Tennyson: Well, they really make you feel welcome here.

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

Grandpa Max: (referring to the gelatin mold) Oh, Vera, this is delicious. Now, what are these brown chunks in the mold?
Aunt Vera: Pork chops. And the white part's cauliflower.
(Ben and Gwen were about to eat it, but get grossed out about what Vera said)

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.

Ben Tennyson: (places food on Gwen's plate) I am totally stuffed.
Aunt Vera: Ben, would you like some candy?
Ben Tennyson: Now we're talking. (takes piece, then spits it out) Ugh! Coffee, as a candy? Is this some kind of joke?

Ben Tennyson: (closes bathroom door behind him) It's attack of the old people! I gotta get out of here!

Aunt Vera: And this one is a ballentiana. (hands Gwen a large shell) Can you hear the ocean?
Ghostfreak: Loooserrrr...
(Ghostfreak appears behind her)
Gwen Tennyson: (gasps) Ben?
Ghostfreak: (waving to Gwen) See ya, wouldn't wanna be ya.

Ghostfreak: There must be something fun to do around here. (spots golf cart) Hello...

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?

Ben Tennyson: (in golf cart, dodging Limax attack) Nooooo.

Ben Tennyson: (grabs golf club) Fore! (cuts Marty's hand off)

Ben Tennyson: (running into Aunt Vera's condo) Grandpa! Gwen!
Grandpa Max: Shh... your Aunt Vera is in bed.
Ben Tennyson: Seriously? It's, like, only 6:30. (immediately talks about what happened) Never mind. Listen. This place whole place is way creepier than I thought. First, this old lady runs up a wall, and then munches a fly. Then Marty, that weird next door neighbor, is an E.T. or something with a face in the back of his head and these long, sticky arms, and this body that oozed right through this gate, and--
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: (in a strange voice) You're right. (pretends to be a magnet pointing at Gwen)
Gwen Tennyson: Very funny.

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?
(Aunt Vera appears)
Gwen Tennyson: Morning, Aunt Vera. How'd you sleep?
Aunt Vera: Just fine. How about you? (grabs Ben's cheek)
Ben Tennyson: Fine, Aunt Vera.
Gwen Tennyson: I made you some coffee. (drops tray of coffee and water) Sorry!
Aunt Vera: (jumps up to avoid liquid) Clean it up! Clean it up right now!

Ben Tennyson: She's totally one of them!
Gwen Tennyson: One of what?
Ben Tennyson: Whatever's possessing these old people. Something or someone's got to Aunt Vera and who knows how many other of the fossils around here.

Marty: What about the young ones?
Aunt Vera: Too chewy. They need to age more before they get nice and tender.

Ben Tennyson: It's right over there!
Gwen Tennyson: Just follow the disgusting smell.

(Wildmutt was about to hurt the alien that looked like Grandpa Max)
Limax: (in the form of Grandpa Max) You wouldn't wanna hurt ol' Grandpa Max, now, would ya? (kicks Wildmutt)
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!

(Wildmutt growls at the Limax's secret base)
Gwen Tennyson: Got it. (heads to the trap door) That's scary. I'm starting to speak mutt.

(Wildmutt leaps onto the side of a wall and jumps onto the floor)
Gwen Tennyson: Does the expression "look before you leap" mean anything to you?

Gwen Tennyson: (while riding on Wildmutt's back and while Wildmutt runs) Whoa! You don't come with seat belts, remember?

(Wildmutt crashes into a wall; transforms back to Ben)
Gwen Tennyson: Hey, freak-show, what do I look like? A crash-test dummy?

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.
Diamondhead: I know, but it's always fun.

(Diamondhead blows on finger as if it's a gun barrel after hitting targets)
Gwen Tennyson: Show-off.

Grandpa Max: Focus, Ben. Think.
Diamondhead: No worries, Grandpa. (gets hit by a tire, causing him to shoot diamond shards everywhere and spill sunscreen on Gwen's head) Ha ha ha ha! Oops. My bad.

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.

Grandpa Max: Aha! I think I found the problem. (pulls a pipe from the RV, which has a spike from Diamondhead in it) Leaky fuel line.
Ben Tennyson: Uh... Lucky shot?

Grandpa Max: (looking at the broken fuel line) I should be able to patch it up.
Ben Tennyson: Sorry, Grandpa. Let me help. Maybe Fourarms. No, wait, Upgrade.
Grandpa Max: I think you've done enough, Ben. I'll handle this.

Ben Tennyson: Okay. Guess I'll just check this place out. (walks away)
Grandpa Max: (to Gwen) Maybe you should, uh...
Gwen Tennyson: Make sure he doesn't somehow blow everything up? (Grandpa Max nods) I'm on it.

(Sixsix speaks in foreign language)
Kraab: Whoa! Big talk for a gear head.
Tetrax Shard: Get in my way again, and I'll teach you how to say dismantled.
(Sixsix backs off and speaks in foreign language again)

Ben Tennyson: (looking around) Huh. Looks like nobody's home.
Gwen Tennyson: Not for a while. My IntelliMap program says this is Slaterville. Incorporated in 1857 after the discovery of silver. Went bust in the late fifties when the mine ran out.
Ben Tennyson: Why does everything out of your mouth sound like a book report?

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: Sorry, crabby. The watch and I are kind of attached.
Kraab: Not for long.
Ghostfreak: You have no idea who you're messing with.
Kraab: I was just about to say the same thing.
Ghostfreak: Oh, yeah? Did you know this one? Now you see me, now you don't. (turns invisible)
(Gwen laughs awkwardly and runs away)

(an invisible Ghostfreak sneaks up behind Kraab)
Kraab: (turns around) As arrogant as you are dimwitted. (sprays Ghostfreak with orange slime, making him visible)
Ghostfreak: (confused) Arg! What happened?
Kraab: Your protoplasm is now solidified, making it easier to do this! (punches Ghostfreak)

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: No need to get snobby about it, Miss Know-it-all!

Kraab: What a pathetic excuse for prey.

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

Kraab: (walks onto hydraulic lift) Hardly worth the hunt.
Gwen Tennyson: (notices what Kraab is standing on) Ben, give him a lift!
(Ghostfreak activates the hydraulic lift, crushing Kraab)
Gwen Tennyson: (to Ben after he reverts to human form) Ben, you okay?
Ben Tennyson: Oh, man. That was even weirder than when I normally go Ghostfreak.
Gwen Tennyson: C'mon. Let's get out of here before crab cake wakes up.

Grandpa Max: What happened?
Gwen Tennyson: You know, the usual. Some jumbo-sized crustacean burst out of the ground and attacked Ben. It said it wanted the watch, only it kept calling it the Omnitrix.
Ben Tennyson: Just let me go Fourarms and I'll turn him into a seafood special.
Grandpa Max: No time. Repairs are done. We're outta here.
Ben Tennyson: But, Grandpa. (sulks)

Gwen Tennyson: No sign of crab guy, yet.
Ben Tennyson: Well, he better not show up if he knows what's good for him.
(Sixsix starts cutting a hole in the roof of the RV)
Gwen Tennyson: I think we just picked up a hitchhiker!

(inside an abandoned mine shaft)
Ben Tennyson: Phew! The coast is clear.
(ground rumbles; Kraab rises from below ground)
Gwen Tennyson: Don't you get tired of being wrong all the time?

Gwen Tennyson: (sees Sixsix following their lift) We've got company closing in fast!
Grandpa Max: We need a plan.
Ben Tennyson: (gets the Omnitrix to activate) Yes! Who needs a plan, when you have the watch. I'll take care of this. (transforms into Diamondhead)
Grandpa Max: No, Ben. That's just what it wants.

Kraab: Back off. That reward's mine.
(Sixsix speaks in foreign language)
Kraab: Well, you don't have to get personal.

Grandpa Max: Ben, come on.
Diamondhead: I'll catch up. First, I'm gonna put some dents in this walking soda machine.

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. (turning his back to Diamondhead) Its power utilizes alien DNA, which binds to the host's own genetic structure.(Diamondhead sneaks up behind Tetrax) It can not simply be removed like taking off a hat. (Diamondhead attacks Tetrax, who dodges and sends Diamondhead flying)

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: It's disturbing how little you know of this alien's strengths or weaknesses. You've barely scratched the surface of its potential.
Diamondhead: Yeah? So what makes you such an expert?
(Tetrax removes his helmet, showing that he's from the same race as Diamondhead)
Diamondhead: You're... me.
Tetrax Shard: Wrong. I am a noble warrior. You are an impulsive annoyance.

Tetrax Shard: Your choice of warriors is based solely on brute strength without regard for any strategy. Do you ever pause to consider your actions at all?
Diamondhead: Hey, I kick more than my share of alien butt!
Tetrax Shard: (sarcastically) Such as your recent success in the mine shaft with the bounty hunters.
Diamondhead: It was two against one. (starts attacking Tetrax, who easily dodges his attacks)
Tetrax Shard: (still fighting Diamondhead) You were moments away from losing your life, and the Omnitrix. Victory should have been swift and effortless.

(Sixsix yells at Kraab in foreign language)
Kraab: Don't blow a gasket, metal mouth. I know what I'm doing.

(Tetrax grabs Ben, and looks for his board)
Kraab: Looking for this? (holds up hoverboard) You're not getting off this planet with the Omnitrix. And just to be sure...
(Sixsix walks up holding Gwen and Grandpa Max)
Grandpa Max: Hands off!
Gwen Tennyson: Let me go!
Kraab: See, we've decided to work together and split the reward, and you, in half.

Ben Tennyson: What are we waiting for? We've gotta save them.
Tetrax Shard: Don't be foolish. Keeping the Omnitrix secure is the only priority here.
Ben Tennyson: Not to me. That's my family.
Tetrax Shard: You cannot save them. You would soon be overpowered and captured. The obvious choice is for me to retrieve my hoverboard, so that we may leave the planet.
Ben Tennyson: But...
Tetrax Shard: Stay here.

Ben Tennyson: All right. Hero-time.

Grey Matter: (jumps on Sixsix's back) Guess who.
Tetrax Shard: I told you to stay out of my way.
Grey Matter: (ignoring Tetrax) Wonder what would happen if I did this. (pulls nerve cluster, causing Sixsix to go haywire)

(Grey Matter jumps on Kraab's head)
Kraab: Get off me, you tiny, little...
Grey Matter: (reaches inside Kraab's armor) There should be a nerve cluster in here somewhere.

Kraab: (as water tower falls towards him) I hate this planet.
Grey Matter: (after water tower falls) Only one way to beat the desert heat, don't you think?

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.
(Tetrax teleports himself away)
Gwen Tennyson: How come you get all the cool alien stuff?
Ben Tennyson: (in a cool-sounding voice) Fits my style.
Gwen Tennyson: (sarcastically) Right. I have something for you, too. (covers Ben's head in sunscreen)
Ben Tennyson: Hey! What'd you do that for?
Gwen Tennyson: Wouldn't want that big head of yours to get sunburned.

(Tetrax exits the Earth and hyperspeeds into space)
Vilgax: Betrayed.
Robot Lieutenant: Sensors indicate the Omnitrix is not with the mercenaries.
Vilgax: It would appear the creature who possesses the Omnitrix is as clever as it is fierce, but I shall not be denied.

Tourist Trap[edit]

Gwen Tennyson: (as Ben makes faces at the kid in the other car) I'd warn you that your face might freeze like that, but, seeing your face, it would be an improvement.

(the kid on the other car eats a hamburger and shows it to Ben)
Ben Tennyson: Oh, man, the seafood special. Time to pull out the secret weapon. (transforms into Stinkfly and makes faces at the kid)
Kid: Ahhh!
Father: Ahhh! (steps on the gas)

Gwen Tennyson: There is such a thing as taking a joke too far, you know.
(Stinkfly continues to laugh, then sprays some slime on Gwen's seat; Gwen sits on it, then growls at him)
Stinkfly: (laughing) Impossible. Funny is funny.

Grandpa Max: Ben, better get up here. (Grandpa Max hits the brakes, sliding Stinkfly to the front of the RV) Oh, good. You're all ready to go. We got trouble ahead.

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.

Stinkfly: (after rescuing trucker) Loogie saves lives.
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?

(Ben rings the bell at the jackalope exhibit; the Mayor shows up)
Mayor Earl: Tickets, please.
Ben Tennyson: I thought you were the mayor.
Mayor Earl: He who wears the crown is burdened by many hats, son. (as Ben and Gwen enter the exhibit) Mind the signs.

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 and Gwen: (reads the sign together) "Do not use batteries or electrical equipment anywhere near it."

Ben Tennyson: (looking at a giant rubber band ball) This is "it"?
Gwen Tennyson: It's a big ball of rubber bands.
Mayor Earl: And who knows what secrets lie within.
Ben Tennyson: Uh, more rubber bands?

Ben Tennyson: Look at this place! These guys are full of..."it." We've been punked!
Gwen Tennyson: It is pretty lame. I can't believe Grandpa was so excited about this place.
(Ben moves next to the rubber-band ball, smiling)
Gwen Tennyson: I know that look, Ben. What are you thinking?
(Ben moves behind the rubber-band ball, transforms into Four Arms, and then picks it up)
Fourarms: One good prank deserves another.
Gwen Tennyson: For once, I agree with you.

Gwen Tennyson: (about Four Arms' prank with the giant rubber-band ball) Got something special in mind?
Foursrms: I don't know. Maybe the world's biggest booger.
(Gwen laughs; Four Arms tosses the ball back and forth)
Gwen Tennyson: Careful, dweeb, you'll drop it.
Fourarms: Not a chance. (balances the ball on one hand) I could lift this thing with three hands tied behind my... (drops the ball)

(Gwen smacks Four Arms after the run-away rubber-band ball comes to a stop)
Fourarms: Ow. What was that for?
Gwen Tennyson: For turning me into a criminal.
Fourarms: Don't get your shorts in a twist. I'll just put everything back the way it was. No problem.
(the Omnitrix beeps and Ben reverts back to human form)
Ben Tennyson: Okay. Maybe a little problem. (ball reacts to Omnitrix)
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.
Grandpa Max: Hey, there you are. Isn't this place a riot?
Gwen Tennyson: Why, did you see? We don't know anything about it.
Ben Tennyson: She means it's great, Grandpa. Can't wait to check out the bathroom!

Grandpa Max: What the heck happened here?
Gwen Tennyson: He knows everything. We are so busted! 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?
Grandpa Max: Benjamin, Gwendolyn, get out here.
Gwen Tennyson: Gwendolyn? We're doomed.

Ben Tennyson: Whoa! What happened?
Grandpa Max: I don't know. Looks like a tornado tore through here overnight.
Ben Tennyson: Good. (Grandpa Max stares) I mean, yeah. It was just one of those freaky nature things, right, Gwen?
(Gwen nods)
Mayor Earl: I think it's pretty clear who's responsible for these juvenile acts.
Grandpa Max: Juvenile acts? Huh. If I didn't know better, that sounds like--
Mayor Earl: Oh, I'm not talking about these youngsters.
Grandpa Max, Ben, and Gwen: You're not?
(Grandpa Max glares; Ben and Gwen smile)
Grandpa Max: Yeah, well, if they didn't do it, who did?
(Megawhatt shows up, pulling Gwen's shirt over her head and laughing)
Ben Tennyson: What's that?
Mayor Earl: Megawhatt.
Ben Tennyson: Mega-what?
Mayor Earl: Exactly.

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.

Grandpa Max: (about Megawhatt) You left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?
Mayor Earl: Not so long as people minded the signs. (stares at Ben and Gwen)
Ben Tennyson: All right, we did it. We're guilty.
Gwen Tennyson: So much for admit nothing.
Grandpa Max: We're going to talk about this later, you two, but for now, how do we stop this thing, Mr. Mayor?
Mayor Earl: Whatcha mean, "we"? You let it out. You catch it.

(Megawhatt enters inside his pants and gives Grandpa Max a wedgie)
Grandpa Max: That's not funny, just painful.
(Megawhatt laughs)
Ben Tennyson: Don't worry, Grandpa. I know just the hero to deal with a troublemaker like this.

Grandpa Max: Those creeps' idea of good, clean fun is gonna have us all pushing up daisies.
Gwen Tennyson: Don't just stand there, doofus. Dial up some help.
Ben Tennyson: (sarcastically) Duh, like I haven't been trying.

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?

Mayor Earl: (monotonous tone) There goes the world's largest toothpicks. Oh, the humanity.

Upgrade: That's it! I'm pulling the plug on this guy's pranks. (picks up sewer lid) Hey, sparky. Catch. (throws the sewer lid, splitting the Megawhatt in half; each half grows into a new Megawhatt) (looking surprised) Okay, so that wasn't the best idea.

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

Upgrade: (after firing positronic blast and nearly hitting Megawhatt) Whoa, that's new. (turning to Megawhatt) Not so funny now, is it?

Grandpa Max: How are we gonna ground that electric devil?
Gwen Tennyson: Grandpa, you're a genius!
Grandpa Max: Well, thank you, Gwen. Why?

Ben Tennyson: (after Megawhatts hit giant thermometer) What happened?
Gwen Tennyson: Who needs an alien superhero when you've got good old-fashioned brain power?
Mayor Earl: Of course, the ground's basically just one big conductor.
Ben Tennyson: What does that mean?
Gwen Tennyson: Oh, no. It means the Megawhatts are just zipping around underground until they find some way to get back to the surface. (electricity covers all the telephones and they begin ringing)
Grandpa Max: They're in the underground phone lines.
(Megawhatts begin pouring from the telephones)

Waitress: (as the Megawhatts destroy the town) Uh-oh. Now they really did it.
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.

Waitress: Well, there's something you don't see every day. They brought that planetarium exhibit to life.
Grandpa Max: Come on. We're headed off in the... (sees that the Megawhatts have painted graffiti on the RV) Oh, my.
Ben Tennyson: "U am lame"? That's weak.
Gwen Tennyson: Don't even get me started on the grammar and the spelling.
Mayor Earl: I reckon they'll head for the big hydroelectric dam to power up. After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yep. Megawhatts got a real twisted sense of humor.
(Ben and Gwen see the giant fishbowl)
Gwen Tennyson: (to Ben) You thinking what I'm thinking?
Ben Tennyson: Yeah, beat those pranksters at their own game.

Heatblast: (to Megawhatts) This is your only warning. Knock off the funny business, or I'll fry your twinkling butts.

Heatblast: Missed me, doofus! (blows kisses to Megawhatt)

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.

Grandpa Max: Nice touch using the fish bowl. With non-conductive glass sealed up tight, sparky and his pals won't be going anywhere.
Gwen Tennyson: Once again, science saves the day.
Ben Tennyson: With a little help from science fiction.

Ben Tennyson: I think I'm pranked out for a while.
Grandpa Max: There's a time and a place for a practical joke. (Ben looks at Grandpa Max and then opens the RV door, causing a bucket of water to fall on his head) But funny is funny, especially when it's not on you.
(Gwen and Grandpa Max laugh at Ben)

Kevin 11[edit]

Ben Tennyson: (seeing the Sumo Slammer display) Woo hoo! The new Sumo Slammer video game is in there.
Security Guard: Pass?
Ben Tennyson: Uh, must have left it inside. I'm one of the game pros testing out the system.
Security Guard: VIPs only.
Grandpa Max: I know what you're thinking, so no sneaking back in there.
Ben Tennyson: I won't.
(Grandpa Max and Gwen walk away; Ben transforms into Ghostfreak)
Ghostfreak: But he will.


Ben Tennyson: This is my vacation, too. You can't always tell me what to do. You're not my dad.
Grandpa Max: (shocked) Well, if I was I'd... (composing himself) Look, I'm going back to the hotel to see if I can get at least some of my money back. I'll be back in a few minutes.
Ben Tennyson: (walks over to sleeping area) Don't hurry.
Gwen Tennyson: He'll be fine.

Ben Tennyson: (after his argument with Grandpa Max) Not fair. Not fair. Totally not fair.
Gwen Tennyson: Glad to see you're handling things so maturely. (Ben walks out) 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. (Ben continues to ignore her; she sighs) Next summer, I'm going to sleep-away camp.

Ben Tennyson: (playing a video game) Game over? It just started. This thing ate my tokens!
Clerk: Read the sign, kid. It said '"play at your own risk". (walks away)
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. (uses his power to cause the arcade machine to spit out tokens)
Ben Tennyson: Whoa. How'd you do that?
Kevin Levin: I've got some skills.
Gwen Tennyson: We can't take those. They're not ours.
Ben Tennyson: They are now. (picks up a handful of tokens) Thanks. I'm Ben.
Kevin Levin: Kevin.
Ben Tennyson: Wanna play some air hockey?
Kevin Levin: (sees gang members walking up) Nah. Gotta bail.
Gwen Tennyson: He's total trouble.
Ben Tennyson: He seemed okay to me.

Bully 1: (to Kevin) Long time, no see.
Bully 2: Where ya going, freak? Home to recharge your batteries?
Ben Tennyson: Need some help?
Bully 1: He's gonna need a lot more than you. (tosses Ben away) Now beat it.
Ben Tennyson: I've got some skills, too. (runs off to use Omnitrix)
Gwen Tennyson: Ben, don't!
(Ben transforms into XLR8)

Kevin Levin: How's the hangout? Still trashed like I left it for ya?
Bully 1: Yeah, and you're gonna pay. You can't take us all alone, freak.
XLR8: But I can.
Bully 2: (laughing) Little early for halloween, dude, isn't it? (XLR8 beats up the first gang member and runs off) Where'd he go?
(XLR8 beats up two of the three remaining gang members, then stops next to the last one)
XLR8: (opening his mask) Trick or treat?
(the gang member screams and runs away; XLR8 waves and then leaves)

Gwen Tennyson: (after Ben helps Kevin as XLR8) I can't believe you went alien.
Ben Tennyson: He helped me, so I helped him. You wouldn't get it, and neither would Grandpa. That's the problem.
Kevin Levin: (walking up) You see what that speed guy did to those losers?
Ben Tennyson: Yeah. Dude's name is XLR8. In fact, we're pretty tight.
Kevin Levin: Cool. Want a tour of New York?
Gwen Tennyson: You keep Grandpa waiting any longer, he's going to pop another gasket. We gotta go. Like now, Ben.
Ben Tennyson: Don't you mean you have to go?
Gwen Tennyson: You're on your own. (walks away)
Ben Tennyson: Good. That's the way I want it. (walks away with Kevin)

Ben Tennyson: So, how'd you get your power?
Kevin Levin: I was born with it. I'm like an energy sponge. Motors, air conditioners, lights, batteries, whatever. Soak it up and dish it out when I have to... or want to.
Ben Tennyson: Cool.
Kevin Levin: Come on. I'll show you where I live.

Ben Tennyson: (admiring Kevin's subway home) You live here?
Kevin Levin: Yeah, by myself.
Ben Tennyson: What about your family?
Kevin Levin: Long gone. They weren't too thrilled having a freak for a son, but it just means I don't answer to nobody.
Ben Tennyson: Sounds good to me. So why was that gang after you?
Kevin Levin: I kinda trashed their hangout under the 39th Street bridge. What about you? Sounds like your grandpa's pretty steamed at you.
Ben Tennyson: Like usual, and all I did was sneak in and play the new Sumo Slammer video game.
Kevin Levin: The one that won't be out until Christmas?
Ben Tennyson: Yeah.
(Kevin smiles, thinking of something)

Grandpa Max: (asking Gwen angrily) Where's Ben?
Gwen Tennyson: (laughing nervously) Yeah. About that...

(Ben and Kevin go to a warehouse by the docks)
Kevin Levin: I got a tip a new shipment just came in. (he uses his power to short out the lock) Help me kick in the door.
(Ben and Kevin kick in the door, setting off the silent alarm; the warehouse is filled with Sumo Slammer game crates)
Ben Tennyson: Whoa.
Kevin Levin: (opening a crate) Check it out. Wait's over, dude.
Ben Tennyson: Yes! (the police fire tear gas into the room) What do we do?
Kevin Levin: Get out of here!

Cop 1: Freeze, punks!
(Kevin finds a forklift and uses his power to activate it)
Kevin Levin: Time to rev things up. (runs the forklift into the cop; to Ben) Let's go.
(the police cut Ben and Kevin off as they try to escape)
Ben Tennyson: Great. No way out.
Kevin Levin: Any ideas?
Ben Tennyson: Only one, but can you keep a secret?
Kevin Levin: Sure. (Ben starts setting the Omnitrix) What are you doing with your watch? (Ben transforms into Stinkfly; Kevin stares in awe, then recoils at the smell) Ugh! You reek!
Stinkfly: I know!

Kevin Levin: (as Stinkfly is carrying him) Oh, yeah! And people call me a freak. How'd you do that?
Stinkfly: Talk later.

Kevin Levin: (after escaping the police) So that watch lets you do that dragonfly thing whenever you want?
Ben Tennyson: And not just that one. It sends out this special energy so I can turn into ten different aliens.
Kevin Levin: Ten? So the speed guy at the arcade was you.
Ben Tennyson: Uh-huh.
Kevin Levin: You're the man! Show me what other aliens you can morph into.
Ben Tennyson: It's not that simple. It has a mind of its own.
Kevin Levin: Give me it. Maybe I can make it work.
Ben Tennyson: I can't. It's stuck on my wrist.
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? Friends?
Ben Tennyson: Friends.

Ben Tennyson: What are we doing?
Kevin Levin: A money train loaded with cash comes down this track, so when it crashes into the oncoming passenger train, boom! Instant jackpot. You turn into that XLR8 guy and we're out of here!
Ben Tennyson: But hundreds of innocent people will be killed.
Kevin Levin: Hey, no pain, no gain.

Ben Tennyson: (about Kevin's plan to crash the trains) You can't do this.
Kevin Levin: Sure we can. I just switched the tracks.
Ben Tennyson: I mean, I'm not going to let you do this.
Kevin Levin: We shook. We're partners.
Ben Tennyson: No. This is going way too far.
Kevin Levin: Then try and stop me, watch boy.

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.
Kevin Levin: Oh, you do not want to make me mad.
Ben Tennyson: Me neither. I'm switching the track back. Time to go Fourarms. (the Omnitrix transforms Ben into Heatblast instead)
Heatblast: Ugh. Stupid watch. Move back.
Kevin Levin: Or what? You're going to burn my dinner?
Heatblast: Fight me, you're the one who's gonna be burned.

Kevin Levin: (after absorbing Heat Blast's power) Psyche. I absorb energy, remember?
Heatblast: You don't have to do this. (attacks Kevin; he dodges and hits Heatblast with a fireball)
Kevin Levin: It's time I got what's coming to me. Nobody's calling me freak anymore. (the trains approach) Payday.

Grandpa Max: (driving the RV) Of all the stunts Ben's pulled, this is the worst. When I find him...
Gwen Tennyson: Ohh, I should really be enjoying this. So why aren't I?

Radio Announcer: And expect delays on the uptown subway line near 51st Street. There have been reports of fires breaking out all over the tunnels.
Gwen Tennyson: Grandpa...
Grandpa Max: I know. (does a u-turn)

(the Omnitrix beeps, preparing to shut down)
Heatblast: Oh, man. I hate that sound.

Kevin Levin: (after his train crash plan fails) Forget the money. Time to get some priceless revenge.

Ben Tennyson: (holding onto the train) Come on. Hold on. (Grandpa Max drives up beside the train, honking and opening the awning on the RV) (seeing a rapidly approaching gate on the train) Oh, that's gonna hurt. (jumps onto the RV's awning)
Gwen Tennyson: Nice catch, Grandpa.

Bully 1: (as Kevin destroys the gang's hideout) Uhh, Kevin. We can work this out.
Kevin Levin: I don't think so.

Grandpa Max: Are you ever planning on listening to me? None of this would have happened if you'd just obeyed me from the beginning. It's all about trust.
Ben Tennyson: Then trust me that Kevin's probably misusing Heatblast's power right now.
Gwen Tennyson: Grandpa, Ben's right. There's no telling what he could do now.
Grandpa Max: Okay, so where is he?
Ben Tennyson: I think I know.

Grandpa Max: (yelling at traffic) Move it.
Ben Tennyson: Goin' Stinkfly. See you at the 39th Street bridge.
(the Omnitrix transforms Ben into Fourarms)
Fourarms: Great, now I turn into Four Arms.

Kevin Levin: (has pinned the gang under a large pipe) 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. (charges his hands) I've still got enough juice to fry these guys. (Fourarms grabs Kevin before he can fry the gang; Kevin absorbs Fourarms' power)

(Gwen and Grandpa Max help the gang members escape)
Grandpa Max: Moving day. Get out.

Kevin Levin: This is gonna be real fun.
Fourarms: Tell me about it. (Fourarms and Kevin start to fight)
Kevin Levin: I'm taking all your alien powers.

Fourarms: (hearing Omnitrix beep) No! (quickly beats up Kevin)
Kevin Levin: Come on, I give, I give! I'm sorry! Please, just lighten up.
Ben Tennyson: (after reverting back to human form) I just did... by about 300 pounds.

Kevin Levin: (after being beaten by Fourarms) Guess I went too wild with power. I don't have anyone else like you to help me.
Ben Tennyson: We can still be partners. We'd just be kicking butts for good, instead of for ourselves. You could hang with us.
Kevin Levin: What's in it for me?
Ben Tennyson: For starters, people will like you. (holds out hand)
(Kevin grabs Ben's hand)
Grandpa Max: Ben! (starts running to Ben)
Kevin Levin: Oh, man. You are so dim. (Grandpa Max attacks him and is thrown back) Your mommy drop you on your head when you were a little baby? Now give me that watch.
Ben Tennyson: You're the one who's dim. I told you I can't.

Ben Tennyson: I'm sorry, Grandpa. For everything.
Grandpa Max: I know you are. You're my grandson and nothing will ever change that, but my trust is something you'll have to earn back.

Kevin Levin: (smiling) Oh, if they thought I was a freak before, just wait. (his hand catches fire and laughs maniacally)

The Alliance[edit]

(Grandpa Max is washing the RV's windows; he notices "Wash me" written on one)
Grandpa Max: Oh, nice artwork, Ben.
Ben Tennyson: You know, makes a statement.
(a laser blast destroys the back of an armored car)
Gwen Tennyson: No, that's a statement!

Fourarms: You okay?
Officer: Ahh! (runs away)
Fourarms: Hmm. Wonder if that's a yes.

Fourarms: Huh? You're all women. Uh, I don't wanna hurt... (a laser blast to the back cuts him off)
Joey: Well, isn't that sweet?
Gwen Tennyson: Clobber her!

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

Robot Lt.: The drones have launched. Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix.
Vilgax: They may find it, but retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance.

Grandpa Max: (after hitting Joey with a tire) Ben, those drones must be after the watch.
Joey: You'll get yours, old man. (fires rifle at Grandpa Max)
(Grandpa Max dodges the blast, but it causes the roof to fall on his head)
Gwen Tennyson: Grandpa!
Fourarms: No!

Gwen Tennyson: (after Grandpa Max is injured) We need to get him to a hospital. I'm calling 9-1... (Fourarms grabs her) Ben?
Fourarms: No time. (picks up Grandpa Max) Hospital up the street.

Ben Tennyson: Man, I'm starved. (notices a display of cookie boxes and takes one, collapsing the entire display on Gwen)
Gwen Tennyson: Smooth move, Tennyson.

Joey: (to Vilgax's drones) Who were you freaks? (as she examines one of the drones, it attaches a tube to her neck and converts her into Rojo; the police arrive)
Officer: Freeze!
Rojo: Ha! I already did my time. It's time you guys pay. (the laser cannons on her shoulders destroy the two police cars; she laughs) This is gonna be a blast.

Doctor: Your grandfather has suffered a severe concussion. He'll be out for several more hours. He also has several lacerations and a broken leg.
Ben Tennyson: He's gonna be okay, right?
Doctor: For a man his age, he's remarkably strong. He'll be fine after some rest. 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.

Robot Lt.: The drones were destroyed.
Vilgax: Send out more.
Robot Lt.: We may not need to. It seems the drones have somehow merged. I'm receiving one combined signal, and that signal is on the move.
Vilgax: Perhaps one head is better than two.

(explosions are going off inside a jewelry store; Rojo is inside robbing the place)
Rojo: (picks up some jewels, only for them to disintegrate in her hands) What? No! They're worthless now.

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: Ben, you heard the doctor. He's going to be fine. He's Grandpa.
Ben Tennyson: I'm worried about him.
Gwen Tennyson: I'm more worried about how some girl kicked Fourarm'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.
Gwen Tennyson: You okay? Normally, slugging me in the arm would make you feel much better.
Ben Tennyson: You know, maybe if I went Upgrade, I could merge into those machines he's hooked up to and see if I can make him better.
Gwen Tennyson: Ben, that won't work.
Ben Tennyson: Okay, then. What if I went Ghostfreak? I could meld with him or something. I don't know. I just want to help him, you know.

Rojo: Give me the Omnitrix.
Ben Tennyson: You want it? Come and get it. (runs away)

Gwen Tennyson: Ben, that thing is the girl from the armored car robbery. It's like she merged with those--
Ben Tennyson: --robot drones.

Gwen Tennyson: (as Rojo chases her and Ben) Okay, radical thought, but right now might be a good time to go hero.

Rojo: (in the hospital parking lot) We can do this the easy way, or the hard way. (blasts a nearby mountain, causing an avalanche)
Ben Tennyson: Time to go Fourarms. (activates Omnitrix; turns into Heatblast)
Heatblast: Oh great. I need muscle and I get an alien candle instead. If scissors cuts paper, fire melts rock, right? (Gwen shrugs; Heatblast tries to melt the rocks and fails) Okay, definitely not what I had in mind.

Heatblast: Hospital safe.
Gwen Tennyson: But there are people at the bottom of that canyon!
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.

Vilgax: (in the empty space talking to Rojo) The Omnitrix: where is it?
Rojo: I couldn't get it. And how nice, you didn't tell me I'd be fighting a superhero. I'm through.
Vilgax: (swallows Rojo) You'll get me the Omnitrix, and if you fail again, your meaningless criminal life will be over. Now this time make him come to you.

Ben Tennyson: When I was playing with the watch, I must have led her right to you.
Grandpa Max: Since they've moved me into a new room and you haven't gone alien since then, we're safe.
Ben Tennyson: Yeah, just for this second, but what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this weird stuff would be happening.
Gwen Tennyson: Yeah, but since it won't come off, there's nothing we can do about it.
Ben Tennyson: Maybe. Maybe not.

Gwen Tennyson: (waking up at the hospital) Ben? Ben? (sees Ben's note and begins reading it) "Dear Grandpa and Gwen, I care about you both too much to keep putting you in danger. It's better this way. Love, Ben."
Grandpa Max: (waking up) Gwen? What is it?

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.

(a police tank rolls up on XLR8 and Rojo; XLR8 runs off, leaving the tank to fire on Rojo)
Rojo: (lifting the tank) Nice try, but Speedy's all mine.
(the officers scream and jump out of the vehicle before Rojo destroys it)

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.

TV News Anchor: The siege at the police training center continues. Early reports say several officers have been injured.
Gwen Tennyson: Ben's gone, but I think I know where he went. I gotta go, Grandpa.
Grandpa Max: (trying to get up) I'm coming, too.
Gwen Tennyson: You can't go anywhere.
'Grandpa Max: You can't go alone. It's too dangerous. (Gwen lowers the hospital bed) I can't get up now.
Gwen Tennyson: That's the point.
Grandpa Max: Gwen, get back here. Gwen!

XLR8: Gwen! What are you doing here?
Gwen Tennyson: "It's better this way." Sound familiar?
(Omnitrix beeps)
XLR8: So does that beeping! (reverts back to Ben)

Gwen Tennyson: (answering a call on her cell phone) Hello? (to Ben) It's for you.
Ben Tennyson: Hello? (pauses) Grandpa, can we talk later? I've got an indestructible robot thing none of my aliens can take out.
Grandpa Max: Ben, if you can't destroy it from the outside, take it down from the inside.
Ben Tennyson: That's it! Thanks! (hangs up)
Gwen Tennyson: Looks like you're not better off without Grandpa, either, huh?

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: (merging with some workout equipment) Time to workout.

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

Grandpa Max: (sniffing the air after being released from the hospital) Ah, it's good to get out of here and get back on the road.
Gwen Tennyson: So, Ben, what happened back there in the gym? It was like you were possessed or something.
Ben Tennyson: I don't know. It was like when I went Upgrade I saw this alien. We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said I should be afraid. (notices Grandpa Max's dour expression) Grandpa, you look afraid.
Grandpa Max: I'm fine, and you'll be fine, too, as long as we stay together.
Ben Tennyson: Sounds good to me.

Last Laugh[edit]

Criminal: Gotta love an old-fashioned fish-fry!
Ripjaws: Hey, can't breathe. Water! Water! (breaks the floor and dives into the water)

Criminal: Knocking over that yacht was a piece of cake.
(the criminals laugh)
(the water bubbles; the criminal in the boat looks over and sees a pair of green eyes; he screams as he is pulled in by Ripjaws)

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 into the water)
Officer: Hmm. Looked like a freak to me.

Gwen Tennyson: (reading a sign) "Zombozo's Travelling Circus of Laughs"? Cool!
Grandpa Max: Oh, 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.
Grandpa Max: (sternly) Ben!
Ben Tennyson: Nah, circus is kids' stuff.
Gwen Tennyson: Hello? What are we?
Ben Tennyson: (yawns) Besides, it's pretty late.
Grandpa Max: Ben, it's eleven o'clock in the morning.
Ben Tennyson: Fine by me! Okay, all right, you guys want to go see some stupid circus? Fine.

Grandpa Max: Oh, looks like the entire town came out for the show.
Ben Tennyson: (looking at pictures of Zombozo) It's probably sold out. We're probably just wasting our time.

Announcer: Step right up and see the famous freak of nature who's strength knows no bounds: Thumbskull! (Thumbskull bends a metal bar on his neck and then tosses it to Frightwig) And presenting Frightwig! When this beauty lets down her hair, no telling what could happen. (Frightwig bends the bar into a circle and places it on an anvil) And last but not least, the freak who's unique skill is as vile as his attitude: Acid Breath! (Acid Breath breathes acid on the bent bar, melting it; crowd gasps)
Gwen Tennyson: Gross!

Zombozo: (to himself) Howdy, folks. Are you ready to laugh? Honey, you're gonna knock 'em dead. (laughs and sticks out unusually long tongue)
(Ben backs up, bumping into Gwen)
Gwen Tennyson: Hey.
Ben Tennyson: (screams) Don't do that.
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.
Grandpa Max: Come on, guys. The show's about to start.
Gwen Tennyson: (to Ben) After you.

Announcer: Ladies and gentlemen, children of all ages. The Circus of Laughter is proud to present the sultan of smiles, the crown prince of chuckles, that rip-tickler himself, the star of our circus: Zombozo the clown!

Zombozo: If you love clowns, then this is the place to be. You're gonna die laughing. That's a Zombozo guarantee.
Ben Tennyson: I gotta go... get 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.
Zombozo: I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers? (focuses on Gwen as she laughs) Ah, so full of life... for now.

Ben Tennyson: (breathing hard) There's nothing funny about clowns. (hears breaking glass; finds the freaks robbing a store) 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: Laughter truly is the best medicine - for me!
Thumbskull: Uh, excuse me, boss. Excuse me.
Zombozo: How many times have I told you not to bother me while I'm eating?
Thumbskull: Uh, we ran into a bit of trouble.

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! Bring the curtain down on this little sideshow.
(the freaks cause the tower to collapse)
Acid Breath: Show's over, Fido.
Thumbskull: Dog gone. (laughs)
Zombozo: Come on. We've got bigger laughs to get.
Ben Tennyson: (reverts to human form) Phew.

Ben Tennyson: (seeing Grandpa Max sitting and laughing) Grandpa? Grandpa?
Grandpa Max: (groggily) Oh, Ben. Where'd you go?
Ben Tennyson: Where'd I go? Where'd the circus go?
Grandpa Max: Oh, uh, I'm not so sure. I remember we were laughing. It was so funny. (trails off)
Ben Tennyson: Grandpa, are you okay?
Grandpa Max: I'm just... Feel kind of glum, that's all.
Ben Tennyson: Then why are you smiling? Wait a minute. Where's Gwen?

Ben Tennyson: Grandpa! Are you okay?
Grandpa Max: So sad. So very, very sad.
Ben Tennyson: Grandpa, what happened inside the big top? After I left.
(Grandpa Max flashes back to the big top; Zombozo's machine draws laughing spirits from everyone in the room)
Zombozo: I love the sound of laughter. It feeds my soul.
Grandpa Max: (flashback ends) 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!

Zombozo: (to Thumbskull) Did you pack me a snack for the road?
(Thumbskull opens a window in the truck, showing Gwen and several other laughing people)

Ben Tennyson: Zombozo must have zonked out the entire town during the show, while his freaks robbed everyone blind. But why kidnap Gwen?
Grandpa Max: (still groggy) I don't know, but don't worry. We'll catch that clown.
Ben Tennyson: Yeah. (laughs nervously) Who would be afraid of a silly old clown?
Grandpa Max: Ben, what's bothering you?
Ben Tennyson: Promise not to laugh? I'm afraid of clowns. They just creep me out. Oh, I'm such a loser.
Grandpa Max: Everybody's got their own crazy fear, Ben. When I was a boy, I was afraid of heights. Enough was enough, and I climbed to the top of the water tower. Sometimes you've got to scare the fear out of you. (collapses)
Ben Tennyson: Grandpa! (grabs the wheel)

Frightwig: (hearing a falling crate) Looks like we got somebody who wants to see the show without buying a ticket.
Ben Tennyson: (trying to activate Omnitrix) Ugh. Never make this easy, do ya?

Thumbskull: (hearing the Omnitrix activate) What's that noise? (Upgrade blows up some crates and walks up, having merged with an automatic ball-thrower) I don't know what you are, but I'm gonna tear you apart.
Upgrade: You wanna play hardball? Game on. (fires baseballs at Thumbskull)

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?

Frightwig: (blocks Upgrade's baseball attacks) That all you got?
Upgrade: Just warming up, lady.

Upgrade: (after defeating freaks) Strike three!

Upgrade: [getting ready to go inside and face Zombozo] You can do this. 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? (walks up to House of Mirrors and is scared by his reflection) Oh, great. (to himself) Now you're afraid of your own reflection.

Zombozo: Hiya, son. Something tells me you'd be a barrel full of laughs. (Ben continues walking; Zombozo's face replaces his in the mirrors) Hey, Mr. Serious. How about a smile? (Ben is taken into a nightmare world by Zombozo) What's your story, morning glory? Was that your mutt that gave my freaks such frowns? How about that weird blob outside? Do they work for you, or are you some kind of freak?
Ben Tennyson: I'm not a freak. (swings through the nightmare world, eventually ending up on a spider web)
Zombozo: (in the form of a spider) Come on, kid. You've got to learn to loosen up. Laugh a little. It's what keeps me going.

Zombozo: Now don't tell me you're afraid of old Zombozo.
Ben Tennyson: What do you want?
Zombozo: Only what every clown worth his floppy shoes wants: to make people laugh, then drain their positive energy like a sponge in a pool party. Is that so wrong?
Ben Tennyson: Is that the machine you use to suck the happiness out of your audience?
Zombozo: I call it the Psyclown. Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger.
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.
[punches Zombozo and turns invisible]
Ghostfreak: Losing my family to some goofball emotional vampire. In other words...
[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.
Zombozo: Please... no more!
Ghostfreak: Boo! [Zombozo explodes in confetti] Oh. That kind of even freaked me out. (reverts to human form; goes to check on Gwen)
Gwen Tennyson: What? Ben? Hey, where's that popcorn?

Ben Tennyson: You feeling okay, Grandpa?
Grandpa Max: Happy as a lark. Pretty clever, you scaring away your fear like that.
Ben Tennyson: Thanks.
Gwen Tennyson: [pops up wearing a clown mask] Boo! (laughs)
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 and 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. (makes a face and acts like a mummy; Gwen laughs)
Grandpa Max: (as everyone floats up to the ceiling) Something tells me this isn't on the tour.

Hex: The Archamada Book of Spells: all of its power shall soon be mine. (recites a spell and breaks the display case; calls book to himself)
Ben Tennyson: Now would be a good time to go- (Hex turns and causes everyone to fall) -hero!

XLR8: Everyone out!
Grandpa Max: Ben, be careful. You don't know what tricks he's got up his sleeve.
XLR8: (to Hex) Dude, you want a book, try the library!

(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?

Hex: (after waking up in the ambulance) My destiny shall be fulfilled.

Gwen Tennyson: All I'm saying is that you didn't exactly stop that creep all by yourself today, okay? I helped save your sorry butt, but does anybody notice me?
Ben Tennyson: Hey, being a hero is not about getting attention.
Gwen Tennyson: "Who's your hero?" Uh, hello.
Grandpa Max: I noticed you, Gwen.
Gwen Tennyson: We're related, so that doesn't count.
Ben Tennyson: Hey, no offense, but you threw a trash can at the guy. That doesn't exactly make you a hero, unlike me.
Gwen Tennyson: Wake up! 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: Gwen, don't you have something you want to say to Ben?
Gwen Tennyson: You know this doesn't change the fact that you're just plain lucky, but thanks.
Ben Tennyson: You're welcome.

Hex: (to guard, demanding) The Archamada Book of Spells.
Guard: We locked it in the vault.
(Hex rips the vault off of its hinges with a spell and takes the book)
Hex: Yes. Soon my power will know no limits. (tries to absorb the book's power and fails; notices his missing charm) One charm is missing. Of course: the battle with that speed creature.

Gwen Tennyson: (at dinner) I've been counting. You've had 11 crawfish to my nine. (her charm glows)
Ben Tennyson: Sounds like it's time to make it an even dozen.
Gwen Tennyson: (knocking away Ben's fork) I don't think so.
(Ben's fork hits a waitress; she throws a glass into the air; the glass catches in the chandelier and spins it; the glass is tossed into the kitchen and hits a cook; the cook stumbles and runs into a tray with a bowl of live crawfish on it; the tray rolls into Ben and Gwen's table; the bowl lands on Ben's head)
Gwen Tennyson: (taking the last crawfish) Okay, now I'm full.
Ben Tennyson: (looking at live crawfish) But they're not- (crawfish crawls into his nose) Ahh!
(Gwen and Grandpa Max laugh)

Grandpa Max: Heh, 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: By the way, thanks again for the charm. I feel like I should get you something in return. (goes to a hot dog vendor) One, please.

Elderly Woman: Help! They stole my purse.
(the three thieves run into Grandpa Max)
Grandpa Max: That's far enough.
Thug 1: Yeah? Who's gonna make us? You, pops?
Ben Tennyson: (whispering) Actually, him and his close personal friend, Diamondhead. (hides behind cart and tries to activate Omnitrix) Come on, work!
Thug 1: Hey, hey, hey, that's a nice necklace you got there, little girl.
Ben Tennyson: (still can't activate Omnitrix; sighs) This is not my lucky day.

Gwen Tennyson: (staring at charm after thugs are beaten) Huh. Cool.
Elderly Woman: This little girl is a hero, officer.
Gwen Tennyson: Who, me? Just lucky, I guess.

Ben Tennyson: (annoyed by Grandpa Max's snoring) Hey, Gwen, you got a mega-sized cork on you? (sees Gwen is missing) Gwen?

(Gwen throws a basketball over her back, which misses the basket entirely, bounces off the top of an RV, is flung back into the air by the antenna on it, strikes a telephone pole twice before rolling down the wire, and slowly falls into the basket)
Gwen Tennyson: Nothing but the bottom of the net again!
Ben Tennyson: Okay, we are definitely not playing horse.
Gwen Tennyson: Give me the ball.
Ben Tennyson: Not until you tell me how you did that.
Gwen Tennyson: What can I say? I'm charmed. (holds up charm) It's like every time it glows, everything goes my way.
Grandpa Max: (after waking up) Nothing like a good night sleep. Who wants breakfast? (hears a crash)

(an explosion occurs at a construction site; two workers are trapped hanging from a lift)
Ben Tennyson: Time to watch a real hero at work.
Gwen Tennyson: (charm glows) Yeah, me! I'll be right back.

Trapped Worker: Over here! Somebody!
Grandpa Max: (Gwen appears wearing a costume) Gwen?
Lucky Girl: It's Lucky Girl, Grandpa. (to trapped worker) Stay calm.

Lucky Girl: (as debris falls towards her) Uh-oh!
Grandpa Max: Gwen, I mean Lucky Girl, move!

Reporter: (to Gwen) How did you pull off this amazing rescue?
Lucky Girl: With style, of course. (turns to Wildmutt and waves) Who's your hero!
Reporter: You heard it here, first. Live.

(Hex is floating down a street)
Reporter: (on television) An exclusive, on the scene interview with our city's very own-
(camera switches to Gwen)
Lucky Girl: -Lucky Girl!

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 and 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 and Gwen: Grandpa!
Grandpa Max: On it.

Lucky Girl: Back off! I'll handle this.
Ben Tennyson: I'm the real hero here.
(inside the haunted house, everything is moving on its own)
Hex: (standing by a window) I knew you couldn't resist, Lucky Girl

Woman: I'm afraid of heights!
Man: Everything is gonna crash down.
Lucky Girl: Everyone, stay calm. Lucky Girl's in the haunted house. (runs off to help them)
Ben Tennyson: (hiding and activating the Omnitrix) You don't need luck when you've got skill.

Hex: Give me my charm!
(tries to get the charm; a suit of armor falls on him)
Lucky Girl: You should've said "Please".

(Hex gets hit in the foot with a rock; Gwen and Grandpa Max are on the ground below)
Lucky Girl: Luck only takes you so far, Grandpa. (throws another rock at Hex and knocks him out)
(one of Hex's animated gargoyles tries to attack them; Grandpa Max picks up a metal pole with cement attached to it)
Grandpa Max: Going, going, gone! (hits and destroys gargoyle with pole)

Hex: (after retrieving his charm from Gwen) Time to turn this city into an old memory. (recites spells that open a vortex in the sky and cause lightning to strike the city; Four Arms interrupts him)
Fourarms: (as Gwen and Grandpa Max run up) Stay back!
Hex: You dare challenge me?

Fourarms: (after grabbing balcony pillar) I've got it.
Lucky Girl: (referring to the people on the balcony) But who's got them? (jumps onto chandelier and swings it to the people) Everybody grab hold!

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]

Ben Tennyson: Six stories of twists and turns.
Gwen Tennyson: Hurdling down a 200-foot plunge.
Ben Tennyson: At speeds of over 25 mph.
Gwen Tennyson: Then splash down in a turning 3,000-gallon wave pool!
Ben and Gwen: (looking up at sign; at the same time) You've entered the Riptide Rapid Zone!

Teen Attendant: You're too short.
Ben Tennyson: What are you talking about? (Teen Attendant points to minimum height limit sign) But I'm almost...
Teen Attendant: Next!
Gwen Tennyson: (to Ben) Sorry. I heard the baby banana boats are fun for the smaller set. (laughs)

Howell Wayneright: So, if you could get someone from upper-management down here so I could start checking soil samples.
Teen Attendant: (sighs) Okay, hold on while I get someone who cares. (pretends to call on phone) Ring, ring, ring. Guess what, dude? No answer. Next in line!

Grey Matter: [Transformed when he wanted Ripjaws] Oh, no, no, no, no! Anything but the micro-munchkin!

Howell Wayneright: (sees Grey Matter run off) Did you see that?! An alien! Maybe a remnant of that fateful crash.
Teen Attendant: Dude, you've been in the sun way too long.

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: Incredible. Truly incredible. A perfect, miniature alien being.
Grey Matter: Who are you calling miniature?
Howell Wayneright: So... which galaxy are you from?
Grey Matter: Actually, I don't know myself. And if I did, I wouldn't tell you!

Grey Matter: Take a picture, it'll last longer!

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: Great, a thousand people at the water park, and the UFO freak spots me. (hears cat) Wait, this could work. [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. [pauses 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.

Grey Matter: (coughs; sarcastically) Something tells me you're the type of guy who has a lot of friends.
Howell Wayneright: Who needs friends when you'll have the fame I'm about to have?

(at Howell's house)
Gwen Tennyson: Wanna ring the doorbell?
Grandpa Max: I'll knock... hard. (kicks door down)

Grey Matter: I have a bad feeling about these guys.
Howell Wayneright: That's because you're the one in the cage, and I'm not.

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.

'Gwen Tennyson: This isn't a house, it's a fortress. Are they having a masquerade party here or something?
Grandpa Max: They call themselves The Organization, a well financed secret society dedicated to collecting alien technology. (Gwen stares at him strangely) Uh, hey, when you've been around as long as I have, you pick up a few things.

Grandpa Max: (lands on floor; to henchman) Hi there. (kicks henchman)

Grey Matter: (strapped in for an autopsy) Uh, don't bother with the slice and dice. Trust me, 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.

Grey Matter: I'm free! Uh-oh!

(Grey Matter crashes into Gwen's ankle)
Gwen Tennyson: Ow! (gasps) Ben!
Grey Matter: Gwen!
Grandpa Max: Let's save the family reunion for the road.

(after Grey Mater sets off a self-destruct button)
Enoch: Everyone out of the mansion, except you, Howell. You and your alien have been nothing but trouble.

Grey Matter: Gwen, grab that pulse hyper-core. Grandpa, the gillenium capacitor. (Grandpa Max and Gwen stare at him) It's not Ben talking, it's Grey Matter. Do it!

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]

Bob: (operating a wrecking ball and tearing down a building) Getting paid to smash stuff. (laughs) You gotta love this job. (continues smashing)

Clancy: Get out of our home.
Bob: (chuckling) Yeah, well, I hate to break it to ya, pal, but this building's condemned by order of Councilwoman Liang.
Joe: Yeah, so move it or lose it. This place is coming down, like it or not.
(Clancy uses wasps to pick up and restrain Bob)
Bob: (struggling) Get these things off of me!
Clancy: Well, if you think we're bugging you now... (grins malevolently)

Thug: Oh, they'll never catch me.
Gwen Tennyson: (in the RV) There he is!
Grandpa Max: You sure?
Gwen Tennyson: Totally.
(Upgrade drives by merged with a motorcycle)

Upgrade: (while driving on the sidewalk) Look out! One side! Coming through!

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!

Thug: (to police) Look, I'm telling ya, th-th-that motorcycle, i-it was driving itself.

Grandpa Max: Where's Ben?
Gwen Tennyson: Long chase. Hot day. I'm thinking... (motions towards ice cream truck)
(Grandpa Max opens the truck; Ben is inside, shivering)
Grandpa Max: You okay?
Ben Tennyson: Achoo!
Grandpa Max: I'll, uh, take that as a no.

[after a long chase, Gwen finds Ben sneaking a snack inside an ice cream truck.]
Grandpa Max: Sorry, Ben, it's official. You have a summer cold.
Gwen Tennyson: Maybe now you'll think twice about having snacktime inside an ice cream truck.
[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.

[Gwen pulls out a lot of medicines.]
Gwen Tennyson: Cold tablets, 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 Tennyson: Why don't you just lock me away in some closet somewhere until I'm better?
Gwen Tennyson: (gasps) Can we, Grandpa? Pretty please!
Grandpa Max: All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go. Chinatown's just down the block.

Grandpa Max: You know, it's so hard to find fresh potaigadon anymore. It's all freeze-dried nowadays.
Ben Tennyson: Can I get a milkshake or something? My throat is killing me.
Grandpa Max: Don't worry. The Stinkweed Honey and San Ju Yen Pien coat your entire esophageal area. (gives Ben the jar)
(Ben takes lid off; smells it)
Ben Tennyson: Ew! And that's a good thing?
Gwen Tennyson: So, where exactly did you learn how to make this stuff, Grandpa?
Grandpa Max: I picked it up from a monk in Guangdong, China. (Gwen stares at him) They have plumbing in China, too, you know.

Councilwoman Liang: Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program. It's truely a dream come true.
(a swarm of wasps fly in)
Clancy: Better make that a nightmare, councilwoman.
(the wasps attack everything in sight)
Gwen Tennyson: Wasps!

Ben Tennyson: (activating Omnitrix) This looks like a job for... (sneezes and transforms into Wildmutt)
(Wildmutt's nostrils are clogged with mucus, rendering him unable to sense anything; he runs around aimlessly, smashing into things)
Gwen Tennyson: Has Ben gone rabid or what?
Grandpa Max: Ben's cold must be affecting Wildmutt's sense of smell. With his schnoz clogged, he can't tell where he's going.
Gwen Tennyson: Okay, furball. (jumps on Wildmutt's back) I'm driving.

Gwen Tennyson: (trying to guide the blinded Wildmutt) Go left. (Wildmutt turns right) No, your other left.

Clancy: You are not tearing down our apartment building! We won't let you!
Councilwoman Liang: (gasps) You're the nutjob who wouldn't leave.
Clancy: Nice to know we've made an impression.
Councilwoman Liang: (wasps begin to cover her body) What are you doing?!
Clancy: Just bringing you home for dinner. You're the main course!

Gwen Tennyson: (sighs after Grandpa Max prevents the fireworks from lighting) Thanks, Grandpa.
Grandpa Max: Just hope you don't mind smelling like chicken dumplings.

Ben Tennyson: Ouch! Oh, man, just when I thought it couldn't get any worse.
Grandpa Max: Here, this'll help. (gives Ben a glass)
Ben Tennyson: (smells medicine) Ew! Yuck!
Grandpa Max: Don't worry. It smells worse than it tastes, or is that the other way around? It's not just you I'm worried about. It seems like your bug has spread to all your aliens, as well. No telling how it'll affect them.

Ben Tennyson: (drinks medication) That was so grim.
Grandpa Max: Don't worry. After ten or so doses, you'll start to get used to it.
Ben Tennyson: Oh, I don't know what's worse, the cold or the cure.

Gwen Tennyson: Got it. Bug guy said something about knocking down his apartment building. Well, the only apartment downtown left for demolition is at 8610 Chester Street.
Ben Tennyson: (hiding cold medicine) What Grandpa doesn't know, won't hurt me.

Councilwoman Liang: (covered in spiders) Please, don't hurt me.
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!

Gwen Tennyson: (about Clancy's apartment building) Nice place to visit, but I wouldn't want to live here.
Grandpa Max: Let's all stay together.

(in the abandoned apartment building)
Grandpa Max: They've gotta be here somewhere.
Gwen Tennyson: (notices insects) Something tells me we're getting close.
Grandpa Max: Where's Ben?
(a giant shadow approaches them)
Gwen Tennyson: Ahh! Mega-bug! (Four Arms steps out of the shadows) Ha ha, real funny.
Fourarms: I thought so.
Councilwoman Liang: Help!
Grandpa Max: That came from right above us.
Fourarms: I'm on it.

Councilwoman Liang: (lying on floor; covered by black widows) Stop... black widows!
Gwen Tennyson: There's gotta be some way to help her.
(Fourarms sneezes, covering Councilwoman Liang in mucus; gets rid of insects)
Fourarms: Oops.
Councilwoman Liang: Uh, thanks.
Fourarms: Don't mention it.

[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.

Clancy: You are trespassing. (a swarm of fire ants makes a fist and hits Fourarms) We will rule mankind.
(the ants turn to Grandpa Max)
Gwen Tennyson: Grandpa, look out! (Grandpa Max dodges the ants; termites begin eating the floor beneath Gwen) Termites!

Fourarms: You want to be king? Get ready to be crowned! (Clancy summons fire ants, which start swarming up Fourarms' legs) Aaagh! Ants! In my pants!(stumbles about the room while trying to scratch the ants, breaking the support beams as he does)
Clancy: You're destroying our home! (Fourarms continues) No!
(wasps surround Clancy)
Gwen Tennyson: The whole place is coming down.
Councilwoman Liang: We have to get out of here.
Grandpa Max: No time.

Ben Tennyson: (after reverting back from Fourarms) Good thing I can't feel my head.
(Clancy climbs out of the rubble; all of his insects are dead)
Clancy: No, no, no! You will all be sorry. We will exterminate the entire city. (a swarm of wasps arrives and picks him up)

Councilwoman Liang: This has been a really weird day.
Gwen Tennyson: Welcome to our world.
Ben Tennyson: At least my hives are gone.
Councilwoman Liang: Where'd that smelly, four-armed guy go? I wanted to thank him.
Ben Tennyson: I'll let him know.
Grandpa Max: Can you find your way back home?
(Councilwoman Liang nods)
Ben: Tennyson So, where do you think bug-brain crawled off to?
Grandpa Max: (thinking; staring at nuclear power plant) Only one way to exterminate a whole city.

(in the RV)
Ben Tennyson: Turn on the heat, Grandpa. It's freezing in here.
Grandpa Max: It's already on, Ben. But you're shaking like an earthquake. Gwen, get him another dose of my San Ju Yen Pien.
Ben Tennyson: (gasps) N-No! I mean, I just finished it off. All gone. I'm sure it's gonna start working any minute now.

Gwen Tennyson: (looking up info on her laptop) Wow, listen to this. Ants can lift ten times their own body weight, grasshoppers can leap one hundred times their length, and cockroaches can hold their breath for over an hour.
Ben Tennyson: We don't need their resumes. We need to know how to squash them.
Gwen Tennyson: Duh. I'm saying insects are pretty tough little suckers. 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.

Clancy: Came for a front row seat?
Ben Tennyson: This place goes nuclear, you're going to wind up blowing along with the rest of us.
Clancy: We don't think so. (cockroaches form a suit around Clancy) When the reactor goes super-critical, we'll be snug as bugs in a rug.
Gwen Tennyson: Of course! Scientists think cockroaches are the only things that would survive the blast.
Ben Tennyson: So the guy's gonna wear a bug suit to protect himself from the meltdown?

(red lights flash and an alarm goes off)
Ben Tennyson: 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.
Automated Voice: Core temperature rising. Approaching critical.
Grandpa Max: He must be fooling around with the reactor's controls. Let's go!

Automated Voice: Core temperature critical. Meltdown imminent.
Grandpa Max: All the controls are smashed. We'll have to shut it down manually.
Ben Tennyson: How do we do that?
Grandpa Max: Just outside the reactor core there's an emergency override system.
Gwen Tennyson: Let me guess, you learned about nuclear reactors from a monk in China.

Gwen Tennyson: (after Ben transforms into Heatblast) Wait, something's weird about you.
Heatblast: We don't have time for you to diss me. You guys shut down the reactor. I'll take care of bugsy.

(Gwen and Grandpa Max run passed Clancy)
Clancy: You can't escape us. (sends wasps to chase them)
Heatblast: That's it! Time to turn up the Heatblast around here! (tries to make a fireball, but sneezes and nothing happens) Hey! What happened? You should be a bunch of briquettes by now! (realizes) My cold! It froze my flames!
(Clancy punches Heatblast)

Grandpa Max: (hears wasps) Uh-oh. Remember the old expression: mean as a hornet?
Automated Voice: Meltdown in five minutes.
(Gwen and Grandpa Max find a hose and spray the wasps)

(Gwen and Grandpa Max are in the reactor room)
Automated Voice: Core temperature critical. Meltdown in one minute.
(Heatblast freezes one of Clancy's bug arms; it falls off and grows back; Clancy tackles Heat Blast and they fall into the reactor room)
Gwen Tennyson: Grandpa, I can't hold these bugs off much longer.
Automated Voice: Meltdown in thirty seconds.
Heatblast: Somebody call for a hero?
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.

Heatblast: (to Clancy) Oh, man. Maybe we can talk about this. (fires an ice beam at Clancy by accident; gasps) Hey!

Grandpa Max: (about the reactor meltdown) I can't override. All the manual controls have overheated. (Clancy starts running towards Heatblast) 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)

Ben Tennyson: Bad guy's on ice, the reactor's chillin', and I think, aah, that steam knocked out the last of my cold.
Grandpa Max: Don't you just love it when everything works out?
Gwen Tennyson: (spots a cockroach; prepares to step on it) Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me. (bugs begin crawling over every surface) Ahh! Company! Lots of company!
(the RV stops; Clancy walks in)
Clancy: We didn't appreciate that cold shoulder you gave us in the power plant.
(Grandpa Max tries to attack him; Clancy tosses Grandpa Max into the front of the RV)

(Ben tries to activate the Omnitrix, but can't)
Gwen Tennyson: I thought you turned Mr. Bug into a snow cone.
Ben Tennyson: He must have thawed out. (still can't activate Omnitrix) Oh, man, we're on our own. Any ideas how to get rid of them?
Gwen Tennyson: Ugh, not unless you got a six-foot candy bar to tempt them with.
Ben Tennyson: Nope, but I have the next best thing. (Clancy grabs Grandpa Max) Come and get it! (is holding Grandpa Max's cold medicine; all the insects flock to it)
Clancy: What's happening? Stop!
Ben Tennyson: (tosses jar out the window) Fetch!
(all the insects follow the jar; Clancy laughs nervously; Grandpa Max punches him out of the RV)
Gwen Tennyson: Good. That guy was really starting to bug me.
Grandpa Max: I'm calling the police. I'll be right back.
Gwen Tennyson: (sneezes) Oh, no.
Ben Tennyson: Hey, what do you know? Everything really did work out after all.


Announcer: We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage. (a large diamond grows from beneath the ground and disables the car; the criminals get out with their hostage and one fires on police; Diamondhead emerges from the smoke) Wait. What's this? (Diamondhead slices through the criminal's gun; he runs and is lifted up by a pillar of diamond) Yes, it looks like we have another alien sighting. (the other criminal walks out with his hostage; Diamondhead forms a spike with his hand; the criminal surrenders) We don't know where these strange creatures come from, but they seem to be here to help.

Vilgax: (watching broadcast of Diamondhead's heroics) The Omnitrix. Wasted on pointless heroics!
Robot Lieutenant: Should I dispatch more drones to retrieve it?
Vilgax: No. [leaves the regeneration tank] I'll see to this task myself.

(Ben wakes up screaming)
Grandpa Max: Another nightmare, Ben?
Ben Tennyson: It was that weird alien from my vision, only bigger, uglier, and scarier?
Gwen Tennyson: (groggily) Sure you weren't just looking in a mirror?
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.

'Ben Tennyson: Uh, Grandpa? What's with the lead foot?
Grandpa Max: I want to make Mount Rushmore by nightfall.
Ben Tennyson: (turning away) I'm so bored. (to Gwen) Let me play a game.
Gwen Tennyson: I would, but I think this will be a good lesson for you to learn how to entertain yourself.
(Ben grins)

Vilgax: The Omnitrix has been activated. Pinpoint its location. (the computer pinpoints the Omnitrix) I have you now.

Gwen Tennyson: [after her laptop shuts down] Hey, what gives?!
Upgrade: (in a monotone voice) Sorry, you are a loser. (regular voice) 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)

Robot Lieutenant: We have lost the Omnitrix signal.
Vilgax: No matter. I've narrowed down its location. (looks at images of Ben's heroic acts) I know just how to draw this Earthling out. (punches screen)

Ben Tennyson: (sees Rapid City in flames) What's going on over there?
Grandpa Max: I'm sure the local authorities have the situation well in hand.
(people are screaming and fleeing in terror in the city as Vilgax's drones decimate it; Ben sees a large mushroom cloud come from the city)
Ben Tennyson: Looks like it's hero time.
Grandpa Max: Ben, I don't think that's the best idea.
Ben Tennyson: Time to turn up the Heatblast on these guys. (transforms into Heatblast)

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.
Heatblast: And, uh, I'm guessing you're not with the good guys. (attacks Vilgax unsuccessfully; Vilgax tosses him across the city and through several buildings) Ugh, okay, this guy's really tough.

Heatblast: (after melting the tar and walking towards Vilgax) Not so tough when you can't move, are you?
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!
(Ben gets in and shuts the door; the RV drives away, leaving Vilgax stuck in the tar staring after them)

Grandpa Max: Believe me when I say you do not want to pick a fight with Vilgax.
Ben Tennyson: Uh, how do you know his name is Vilgax?
Gwen Tennyson: (suspiciously) Grandpa, what aren't you telling us?
(Grandpa Max doesn't respond; continues driving)

Gwen Tennyson: (as they flee Vilgax) Two robot goons: closing in fast.
Grandpa Max: Hold on. (starts swerving back and forth)
Gwen Tennyson: We can't keep this up forever.
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.
Ben Tennyson: (activating the Omnitrix) Well I'm not going down without a fight. (transforms into Stinkfly)
Stinkfly: Yes!
Grandpa Max: Ben, wait!

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: (after defeating the robot drones) Float like a butterfly, but sting like a Stinkfly.
(Vilgax tackles Stinkfly)
Vilgax: (holding onto Stinkfly's tail) Give me the Omnitrix.
(Stinkfly knocks him to the ground with slime; Vilgax breaks free of the slime and tries to tackle Stinkfly again; Stinkfly dodges)
Stinkfly: Who is this guy?

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: I, uh, 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 Ghostfreak 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) How noble.

Gwen Tennyson: (when they reach 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: There's a small, red button under that cabinet. Press it.
(Gwen does so and a holographic display pops up from the dashboard)
Gwen Tennyson: Hey!
Grandpa Max: GPS-assisted tracking system. It's locked on the watch's signal. You navigate.

Gwen Tennyson: There's the spaceship.
Grandpa Max: We have to get aboard.
Gwen Tennyson: Get aboard? How?
(Grandpa Max smiles and activates a control, causing the bumper of the RV to open up; the RV goes much faster and they jump to the ship; Gwen screams)

Vilgax: Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.

(Vilgax prepares to remove Ben's arm, but stops when he hears honking; the RV comes crashing through the wall and hits Vilgax; Grandpa Max climbs out carrying his weapon)
Alarm Voice: Warning. Hull breach. Power surge.
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.

(Vilgax tosses Grandpa Max near the hull breach he cause earlier)
Gwen and Upgrade: Grandpa!
Vilgax: [presses his foot against Grandpa Max] Your weapon won't help, Tennyson. As you can see, I'm much stronger than our last encounter.
Upgrade: (screaming) No! (tackles Vilgax through the hull breach)
Gwen and Grandpa Max: Ben!

Heatblast: (destroys four 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.

(Upgrade transforms into Ripjaws)
Ripjaws: (hanging onto Roosevelt's nose on Mt. Rushmore) Oh, sometimes I hate this watch!

Vilgax: (tries to hit XLR8, but can't) You can't escape me.
(XLR8 tries to punch Vilgax; Vilgax grabs him and tosses him into a rock; Diamondhead emerges from the dust firing diamond shards)
Diamondhead: Special delivery. (punches Vilgax and breaks his hands in the process) Oh, man. Guess I should have seen that coming.
(Vilgax attempts to punch Diamondhead; Diamondhead transforms into Ghostfreak)
Ghostfreak: Yes! Sometimes I LOVE this watch.

Grandpa Max: (driving through Vilgax's ship in the RV) Better hang on to something. This may get a little bumpy.
Ghostfreak: (emerging from the mountain) Please don't switch on me now. (sees Vilgax's crashed ship) Oh, no!
Grandpa Max: You all right, Gwen?
Gwen Tennyson: (groans) At times like this, going back to school doesn't seem so bad.
Gwen and Grandpa Max: (hearing an explosion behind them) Ben?
(Vilgax is at the front of the RV)

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.
(they all smile as the rubble from Vilgax's ship falls to the ground)

Second Season[edit]


Vilgax: You...
Young Phil Billings: It's over Vilgax! You're going down!
Vilgax: Many have tried, none have succeeded.
Young 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.
Gwen Tennyson: Excuse me, but exactly what was that 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.
Ben Tennyson: So all this time I've been going hero, I've really been following in your footsteps. I'm a Plumber in training!

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. (sticks his tongue out)
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: Time to XLR8! [activates Omnitrix, turns into Ripjaws and looks in mirror]
Ripjaws: Ripjaws!? What a rip-off!

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

Ripjaws: Okay, who's the punk giving us creatures a bad name? (small, red alien creature appears and growls; Ripjaws laughs; small alien throws rock at Ripjaws) You picked the wrong day to be an alien, pal!

(after the alien spits water at Ripjaws)
Ripjaws: Ahhh... that's nothing but a breath of fresh air to me!!!

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 and Ripjaws: (in unison) Aah! Who are you? Who am I? Who are you?

Ripjaws: (to Phil after trapping the alien) Not bad for a fish stick, huh?

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.

Phil Billings: Kids, order anything off the room service.
Ben Tennyson: Oh, yeah, that's what I'm talking about!
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 looks up; scene changes; Ben is dragging Gwen out the front door)

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

XLR8: (to Phil) You're no Plumber. You're nothing but a big drip.

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: (after seeing the flying alien) 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 minuscule!

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.

(after Phil is trapped in the Null Void Projector)
Gwen Tennyson: See ya.
Grey Matter: And I definitely wouldn't want to be ya

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 and 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 and 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: Never was much for tug of war!

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. Ugh! (covers her nose)

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! (Omnitrix begins to power down) Oh, no! (reverts back to Ben)
Ben Tennyson: Help!

Grandpa Max: (after Ben causes two 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!

Ben Tennyson: (trying to ride on the aliens' hoverboard) Oh, man. Where's an instruction manual when you need 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, and 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) Actually, make that a Cannon-Bolt!

Stinkfly: Time to tick off a tick.

Leader Alien: Let the digestion begin!
Grandpa Max: Digest this! (hits alien)

Leader Alien: Hail to the new Great One!
Interpreter Alien: Hail, hail!
Enforcer Alien: Whatever.
Gwen Tennyson: Not too loyal, are they?
Cannonbolt: Huh! I could get used to this.

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.

Ben Tennyson: (cleaning the RV) Me and my big mouth!
Grandpa Max: Uh, Ben, you missed some tick goop over there.
Ben Tennyson: Oh, man!


Gwen Tennyson: Ugh! We've been in this line for two hours, and it hasn't budged an inch.
Ben Tennyson: Small price to pay for Sumo Slammer 2.1. I'd do anything to get this game, even be seen in public with you.

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.

Gwen Tennyson: Are you demented? Going alien just to get a stupid video game?!
Ben Tennyson: What are you talking about?
Gwen Tennyson: You going Four Arm freaky in front of that store. That's what I'm talking about!
Grandpa Max: Now I'm sure he has a good explanation. Don't you, Ben?
Ben Tennyson: Yeah. I don't know what you're talking about.
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.

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!

Ben Tennyson: In fact, all the alien species in the watch live out in the universe somewhere.
Grandpa Max: That's true. 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, Tallahassee, 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.

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: (as Heatblast; to Diamondhead) Why don't you cry about it? Or are you gonna run and tell on me to your Grandpa Max or that smart-mouthed cousin of yours?

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?

Kevin Levin: (to Diamondhead) It's payback time, partner. Everything 50/50. I do the crime, you do the time!

Gwen Tennyson: Not bad for an alien with no thumbs.
Lt. Steel: Freeze! One move and you're all swiss cheese!

Lt. Steel: (suspiciously) Hmm, nice watch. I've never seen anything like it.
Ben Tennyson: (nervously) Uh, yeah, it's from... Japan.

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: It was Kevin at both the video game store and the mint. They were set-ups.
Grandpa Max: That would explain a lot. Now I don't mind telling you, that kid's rowboat is missing a couple of paddles.

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?"

Ben Tennyson: Anything he can Upgrade, I can Upgrade better!
(turns into Wildmutt)
Gwen Tennyson: Wildmutt? Nice job, Fido.

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: Well, what are you waiting for, a pretty please? (a portion of the bridge is shown) Get me down from this bridge!!!

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]

(two masked robbers run by Gwen, knocking her drink out of her hand)
Gwen Tennyson: Hey, that was a Mega... (the robbers glare at her) ...gulp.

Ben Tennyson: (sighs) When are these losers ever gonna learn?

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

Narrator: Everybody's life is a story. There are the good parts, the bad, the 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: (after finding out the Omnitrix is missing) This is so not happening!

Grandpa Max: Ben! Don't just stand there!

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

Gwen Tennyson: Grandpa, that was amazing!
Ben Tennyson: Amazing? He's been doing that all summer. (referring to Omnitrix) No way did the watch just slip off my wrist.
Grandpa Max: Ben, what are you talking about? When I picked you up, you weren't wearing a watch.

Vilgax: (after watching the Omnitrix's pod fly toward Earth) No one controls the Omnitrix but me!

Ben Tennyson: I'm fine. I've been fine all summer.
Gwen Tennyson: All summer? 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: That's Vilgax, only the worst alien in the whole entire universe. But since he's history, we don't have to worry about him.
Gwen Tennyson: (mock relief) Phew, well, that's good news.

Gwen Tennyson: (to Ben; referring to Vilgax) So who is this vile guy?

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.

Grandpa Max: We're here.
Gwen Tennyson: Wow, it's beautiful, Grandpa.
Grandpa Max: (pleased) I knew you would like it.
Ben Tennyson: That's why you brought us here on the first night of our trip.

Ben Tennyson: (to Grandpa Max) You know I'm not making this up, right, Grandpa? Don't you remember? You took Vilgax out with some super high-tech weapon thing.
Grandpa Max: (spits out drink) Um, weapon? Uh, Ben, why don't you help me set up camp.

Gwen Tennyson: Oh boy, here we go again.
Ben Tennyson: (happily) That's it! Yeah! (runs toward Gwen and gives her a hug)

Ben Tennyson: I've gone back in time. That's why I'm not wearing the Omnitrix. But I'll find it here in the woods, put it on, and zap! Everything will be back to normal.
Gwen Tennyson: (laughs) You? Normal? Yeah, right! Now, if you'll excuse me, I'm headed back to the real world.

Ben Tennyson: (watching the pod fly toward the forest) The pod! I knew it!

Ben Tennyson: (seeing Gwen with the Omnitrix) That's it, the Omnitrix!
Gwen Tennyson: Well, I found it.
Ben Tennyson: No, I found it first!

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: You, a trained pro? More like a trained seal.

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!

Ben Tennyson: (after seeing Gwen write "Gwen" in the sky) Whoa! How'd you do that? It took me like a month to learn how to do that with Heatblast.
Gwen Tennyson: (as Heatblast) Hey, when you got it, you got it. It looks like I've got this thing down.

Gwen Tennyson: (as Heatblast) So, can the watch turn me into something else?
Gwen Tennyson: (as Grey Matter; being chased by a raccoon) Ben, this isn't funny!
Ben Tennyson: (laughs) To who?

Ben Tennyson: (picking up Gwen as Grey Matter) Who's got this alien stuff down now? (the robot drone lands near them) The drone! Oh, no, the campsite!

Ben Tennyson: I'd say "nice to see you again" if it was.

Grandpa Max: Ben, what's going on? (sees Gwen as Diamondhead) Who's that?
Gwen Tennyson: (as Diamondhead) Grandpa, it's me, Gwen!

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! Come on. Help me get everyone out of here.

Gwen Tennyson: (as Diamondhead) Projectiles? Cool! (shoots diamond shards at the robot drone) Take that!

Gwen Tennyson: (as Diamondhead) Ready to give up? (robot drone shoots at her) I'll take that as a no.

Ben Tennyson: (as the robot drone tries to rip Gwen's arm off) Slice it and dice it, Gwen!

Ben Tennyson: (watching Gwen trying to fight the robot drone) Oops. Forgot. That didn't work when I tried it, either.

Ben Tennyson: (after seeing Gwen get blasted by the robot drone) Gwen!

Ben Tennyson: (seeing Gwen thrown into the building by the robot drone) Ooh! I remember that blast.

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.

Vilgax: My drones are all destroyed! Whoever has the Omnitrix possesses great power, but now they'll have to deal with me!

Ben Tennyson: (waking up in the RV) Grandpa? Gwen?

(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? Follow me, unless you're afraid.
Ben Tennyson: Not!

Gwen Tennyson: (to Ben) Hey, that was a tough spare.
Ben Tennyson: I'm not mad about the bowling.
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.

Gwen Tennyson: (cautiously) That's not a big bowling ball, is it?
Ben Tennyson: It's Vilgax, and he's not supposed to be here!

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

Vilgax: (to Gwen) The Omnitrix, now!
Ben Tennyson: (picks up bowling pin and runs toward Vilgax) Aah! (Vilgax throws Ben across bowling alley) Unh!

Gwen Tennyson: (to Vilgax) You sure we can't work out a deal?

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

Ben Tennyson: Okay, I know you won't believe me, but Vilgax is-
Grandpa Max: Here, and he wants the Omnitrix, so he took Gwen.
Ben Tennyson: (shocked) How did you know?
Grandpa Max: In dash intergalactic monitoring system. It went haywire about a half hour ago.

Ben Tennyson: So you believed me this whole time?
Grandpa Max: Well, not at first, but then I realized that you knew way too much.

Ben Tennyson: Why'd all this happen?
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.

Grandpa Max: (to Ben) Since you've lived all this before, what's Vilgax going to do to Gwen?
Ben Tennyson: Let's just say, you had better floor-it.

Grandpa Max: (gives Ben a weapon) Here, this may come in handy.

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

Vilgax: (to Gwen) Now trust me, it won't hurt a bit.

Grandpa Max: So how did I get on board the first time?
Ben Tennyson: You rammed it.
Grandpa Max: Well, if we survived the first time... (pushes button on dashboard and the floor opens up, revealing a high-tech weapon)

Gwen Tennyson: Grandpa!
Grandpa Max: Claws off my granddaughter, Vilgax!
Vilgax: Tennyson!

Ben Tennyson: (referring to Gwen chained up as Vilgax's hostage) A little scarier than a trip to the dentist, huh?
Gwen Tennyson: Uh-huh.

Vilgax: (to Grandpa Max) You'll never destroy me, you worthless human!
Ben Tennyson: But I will! (shoots Vilgax with Grandpa Max's weapon)

Ben Tennyson: (referring to Grandpa Max's weapon) Think I can get one of these, Grandpa?

(Grandpa Max ends up with the loose Omnitrix instead of Ben)
Ben Tennyson: No! Now I'm never going hero again!
Grandpa Max: You ask me, you already did. As Ben.

Gwen Tennyson: (as alarm goes off in Vilgax's ship) Sounds like we're losing power!
Ben Tennyson: Not if I can help it! (to Grandpa Max) You gotta go Upgrade!
Grandpa Max: Upgrade?
Ben Tennyson: Just trust me.

Grandpa Max: (transforms into Upgrade) Now what?
Ben Tennyson: Time to add a few extra options to the RV.

Upgrade (Grandpa Max): (as Vilgax tries to break into the RV) I don't think so!

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

Narrator: So many ways to tell a story, and that's what makes them so interesting. Sometimes, you never could predict how they're going to turn out.

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.

Diamondhead: (looking around the arena) Whoa. What happened? Where am I?
Announcer: Presenting our newest challenger from planet Earth.
Diamondhead: Challenger? (robot appears beside him) Easy now. You look upset.
(robot attacks him)

Slix Vigma: (watching Diamondhead fight) This one's swift.

Ben Tennyson: (to robot) Did I mention that I didn't want to fight?!
Slix Vigma: (watching Ben on screen) A human?

Ben Tennyson: (after he and Kevin are transported into the room with the other aliens) Okay, I definitely do not like that.

Ben Tennyson: (seeing Kevin) You!
Kevin 11: What is up with you sending me to this freaky place? (attacks Ben and knocks him down)
Ben Tennyson: I had nothing to do with this.
Kevin 11: If you didn't, who did? (prepares to punch Ben)

Kevin 11: (to robot) You wanna piece of me?! I eat things like you for breakfast!

(Kevin throws a tray of the purple goo in Technorg's face)
Kevin 11: Wow, major disrespect. (points at Ben) You gonna take that from him?
(Technorg picks up Ben)
Ben Tennyson: Look, I don't want to-
(Technorg throws Ben across the table)

Ben Tennyson: (to Technorg) Okay, that's it. You wanna fight, try picking on someone your own size! (transforms into Fourarms and punches Technorg)
Slix Vigma: (watching Fourarms) This human is full of surprises. Bring him to me.

Slix Vigma: (to Fourarms and Kevin) I am Slix Vigma and this is the Megacruiser. Everything on this ship belongs to me, including you.
Kevin 11: Hey! I don't belong to anybody, Slick, you sorry- (gets zapped by the robot pinning him down)
Slix Vigma: I speak, you listen. 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 two 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. Now, your next opponent awaits. (transports Fourarms and Kevin to the arena with Technorg)

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

Technorg: (to Fourarms and Kevin) There's only room for one champion here: me!

'(Fourarms reverts back to Ben)
Kevin 11: Great! Now I'm stuck with a stupid piece of dead weight! Not for long. (grabs Ben and tries to kill him, but the shackles shock him)
Ben Tennyson: Remember that whole "our fates are now linked" speech? It was only, like, two minutes ago!

Ben Tennyson: (to Kevin) If you combine your powers in combinations, they make up for being weaker. Okay, XLR8's speed plus Four Arms' strength and Diamond Head's invulnerability equals...
Kevin 11: One mean punch!

Slix Vigma: (to Ben and 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: (watching Diamondhead fight) This one has spirit.

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]

Technorg: (while crowd boos him) Boos? No one boos Technorg! Technorg is champion!
Ben Tennyson: (to Kevin) Let's get some distance between us and him while he's distracted. (starts to run, but Kevin trips him)
Kevin 11: You're not the boss of me, pukebag!
Ben Tennyson: Hey! If we're gonna stay alive, we have to work together!
Kevin 11: Why would I want to work with you? You're useless! I'll take care of this guy myself.

Ben Tennyson: (being dragged across the arena by Kevin) Aaaaaah!
Kevin 11: (mockingly) Gee, I'm sorry. Did that hurt?

(Ben trips Technorg with the shackles to make him fall on Kevin)
Kevin 11: Hey! You did that on purpose!
Ben Tennyson: Duh!

Slix Vigma: (to Ben and Kevin) Now finish him off!
Kevin 11: Gladly!
Ben Tennyson: Kevin, no! (pulls on the shackles to prevent Kevin from killing Technorg)
Kevin 11: That's it! It's go time! Again! (throws Ben on the arena floor)

Kevin 11: (watching the other aliens bow to him and Ben) Nice to finally get a little respect around here. (notices Technorg and stops; to Ben) Thanks for letting him live, dipstick!

(Technorg gives Ben a tray of the purple goo)
Technorg: You best of the best. Thanks for my life. Now you are my master.
Kevin 11: (taking the tray from Technorg) Actually, it was all my idea.

Ben Tennyson: (to Technorg) I don't want to be your master, I just want to get back to planet Earth.
Technorg: Even if you could free your collar and escape, the ship will soon be traveling to a new galaxy.
Ben Tennyson: There must be some way to get to the guard's collar controls.
Technorg: We have all tried. None of us are powerful enough to overtake them.
Ben Tennyson: Maybe not alone, but if we all work together!

Ben Tennyson: (looking around) Where are we? (scene changes to show the Megacruiser flying by the moon) Sorry I asked. (to Kevin) 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.

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

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

Kevin 11: (preparing to throw Slix) What do you think of this?
Ben Tennyson: (pulling on the shackles to stop Kevin) Ease up! We still need him to release the escape pods!
Kevin 11: I am done listening to you! (throws Slix Vigma into the arena)

Kevin 11: I can't take it anymore! I've got to get off this ship, now!

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!!!

Grey Matter: That Slix guy said he controls everything on this ship from here.
Slix Vigma: Actually, that's not quite accurate. What I said was these hands control everything on this ship, including them. (guards come into the room and surround Ben and Kevin) Unlike you, they have no problem finishing off their opponents.

Grey Matter: The emergency controls to the escape pods should be here somewhere.

Grey Matter: If we're going down-
Kevin 11: We're going down fighting!
(Kevin and Grey Matter attack the guards surrounding them)

Slix Vigma: (to Grey Matter and Kevin) I told you, these eyes see everything and so will everybody else, but your demise will not be the opening act, theirs will. (points to the other aliens in the arena)

(Kevin picks up Slix Vigma, but Upgrade merges with him)
Kevin 11: What?
Upgrade: I said "wait."
Kevin 11: How did you-?
Upgrade: This guy doesn't just operate the control console, he is the control console! And now I control everything on this ship!
Kevin 11: Well goody-goody for you. Just as long as I'm not tied to your ugly butt anymore!

Upgrade: Need a hand, or six?

Upgrade: (to the other aliens) All of you, take the escape pods back to your home planet!
(aliens scatter to get in an escape pod)

Upgrade: Whoa! I didn't do that, and I can't override it!
Slix Vigma: (fighting Upgrade's control) You don't have as much control over me as you thought.

Technorg: (to Upgrade) We must get to the escape pods before we blast off to the next galaxy.

Upgrade: (to Technorg) You, too!
Technorg: No! My life belongs to you.
Upgrade: And I'm giving it back! (pushes Technorg into an escape pod)

Ben Tennyson: (after reverting back from Upgrade) Oh man, not yet!
Slix Vigma: (grabbing Ben) You little human meat bag! Nobody controls Slix Vigma. NOBODY!
(Kevin stabs Slix Vigma through the back and destroys him)

Ben Tennyson: Kevin? You saved my life?
Kevin 11: Sure. Why do you think I wasted all my time helping all these other losers? I just wanted the pleasure of waxing you myself.

Kevin 11: (to Ben) Your lapdog Technorg isn't here to help you this time! (Ben tries to activate the Omnitrix) (walking closer) Oh, and thanks for the tip on combining my powers!

Ben Tennyson: [to Omnitrix] Come on, please 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!

Cannonbolt: (launching the escape pod) Come on! Come on! (Kevin opens the escape pod door, but Technorg holds him back) Technorg? I thought you escaped?
Technorg: I told you, my life belongs to you.
Cannonbolt: (as the door closes) Looks like we're even.

[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]

Grandpa Max: (as Ben rolls out of the escape pod) Ben! Are you all right? We were looking all over for you. Where have you been?
Ben Tennyson: (sighs) Long story. (to Gwen) 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.

Fourarms: Okay, tough guy!
Vulkanus: (to Fourarms) A Tetramand. Ugh, 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: His name is Sixsix. He escaped incarceration and formed an alliance with the cretin Vulkanus.
Synaptak: A Detrabyte. Limited mental capabilities. All brawn, no brains. (looks at Ben) You know the type.

Ben Tennyson: Presenting Ultra Ben, Galactic Enforcer. (trips on his cape) Uh, I meant to do that.

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)

Ben Tennyson: (speaking about Ultimos, one of the Galactic Guardians, who has succumbed to the toxic-to-his-species effects of a piece of chocolate that Ben gave him as a goodwill gesture) Chocolate is a weakness? You have to admit, that's pretty lame!

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.

Gwen Tennyson: You really mean all that stuff you said to Ultimos about already being part of a super team?
Ben Tennyson: Nah. But who wants to hang with a pack of wackos like that? I'm better off with you guys.

Camp Fear[edit]

Ben Tennyson: Who plans their birthday party six months in advance?
Gwen Tennyson: The one who gets to celebrate it on her actual birthday this year.

Ben Tennyson: Change it!
Gwen Tennyson: No way! You change yours!
Ben Tennyson: It's your turn!
Gwen Tennyson: Sorry, but I already picked the cake, color coordinated the balloons, and sent the invitations. By the way, here's yours. (hands Ben a birthday invitation, but Ben throws it behind him)

Ben Tennyson: Grandpa promised he's taking me for laser tag for my birthday.
Gwen Tennyson: But you can't miss my party, Grandpa.
Grandpa Max: Now you two have shared the same birthday for 10 years, and if you don't stop arguing, neither of you will make it to 11!

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

Cannonbolt: (to Gilbert) You okay?
Gilbert: (wakes up and sees Cannonbolt) Ahhhhhh! (faints)
Cannonbolt: Uh, I'll take that as a no.

Gwen Tennyson: His name's Gilbert.
Ben Tennyson: Whoa! How'd you know that?
Gwen Tennyson: Women's intuition.
Grandpa Max: That, and he's wearing a name tag.

Gwen Tennyson: (referring to Gilbert) He must go to Camp Opinicon.
Ben Tennyson: (pointing at Gilbert's arm) Ugh! That is one scary looking rash.
Gwen Tennyson: (as Ben continues to poke Gilbert's arm) It's obviously some kind of fungus.
Grandpa Max: I saw the sign for the camp a little ways back. They must have a nurse.

Grandpa Max: Here. You two can share. (gives Ben a flashlight)
Ben Tennyson: Like we don't share enough already?
Gwen Tennyson: Will you let it go?
Ben Tennyson: Only if you do first!
Gwen Tennyson: Never!
Ben Tennyson: Well, then, never plus one!

Grandpa Max: Here, these will help you dry off. (passes out towels) Sorry, but I've only got two clean ones.
Andy: That's okay.
Mandy: We'll share.
(Ben and Gwen are fighting for the second towel)
Grandpa Max: (to Mandy and Andy) You know, a couple of kids I know could learn something from you two.
Ben and Gwen: Who?

Andy and Mandy: (in unison) Can't you guys just share?
Ben Tennyson: Like sharing the same birthday with a relative every single year? You don't get it.
Gwen Tennyson: Ben, they're twins, as in born on the same day.
Ben Tennyson: I knew that.

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 sticks his tongue out at Gwen)

Mandy: (watching Ben put powder on his foot) Athlete's Foot?
Andy: Everyone gets it here.

Gilbert: Actually, the only way to eliminate a mushroom is to destroy its Mycelium.
Ben Tennyson: Its what?
Gwen Tennyson: Its brain.
Ben Tennyson: You guys know way too much about mushrooms.

Ben Tennyson: I've got animal instincts.

Ben Tennyson: (trying to activate the bulldozer) How do you work this thing? (activates bulldozer; to Myeloid Monsters) I'm taking you guys out at the root!

(Ben runs back to the cabin where everyone is hiding)
Ben Tennyson: You won't believe it! There are-
Gilbert: Killer mushrooms; everywhere!
Gwen Tennyson: And they're taking over the camp!
Ben Tennyson: (shocked) Ummmm, right. And they've got Grandpa!
Gwen Tennyson: Oh, no!

Ben Tennyson: (to Gwen) What do you think they want?
Gwen Tennyson: Well, I took this advanced botany course last semester and I think-
(something grows out of the ground in front of them)
Ben Tennyson: Ah! They want us, for plant food!

Gilbert: If we make it to the dining hall, maybe we can barricade ourselves in the kitchen.
Andy: (exasperated) And fight these things off with what, a spatula?
Mandy: We're so dead meat. Oh, I hate it, hate it, hate it here!

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.

Grandpa Max: (stepping inside Camp Opinicon's cafeteria) Hello? Anybody home?
Ben Tennyson: Whoa. It looks abandoned.
Gwen Tennyson: (looking around) Yep. Definitely abandoned.
Grandpa Max: (feeling the spaghetti) The food is still warm. Looks like they left in a hurry.

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

Andy and Mandy: Is it safe to come out?
Grandpa Max: You two okay?
Andy: For-
Mandy: Now.
Grandpa Max: What happened? Where did everyone go?
Andy: We heard something outside, but-
Mandy: We were too scared to come out.
Andy: I'm Andy.
Mandy: And I'm Mandy.
Andy and Mandy: We're twins.

Ben Tennyson: (referring to the giant pods) Okay, they stopped. That's good.
Gilbert: Actually, it's worse. Those are puff balls containing billions of mushroom spores. If those mushrooms mature and release those spores-
Gwen Tennyson: They could spread over the whole state or even the whole country!

Gilbert: They must be a dormant species that came alive when this camp dug in this new area. That's what I was trying to tell you when your RV almost ran me over. We gotta get outta here!
Ben Tennyson: (opening the door) I'm not going anywhere without my grandpa!
Gwen Tennyson: (leaving with him) Make that both of us.

Ben Tennyson: We might share a bunch of stuff, Gwen, but we don't share this. (holds up Omnitrix)

Ben Tennyson: (to Gwen) That's it. I'm going XLR8. I'm gonna save Grandpa and start chopping them down.

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!

(Gwen, Gilbert, Andy, and Mandy all run into the storage shed)
Andy: We wouldn't even be here now if you didn't make us hide in the kitchen!
Mandy: Me? It was your idea in the first place!
Andy: Well, you didn't have to listen to me!
Gwen Tennyson: Stop it!
Andy and Mandy: She/he started it!
Gwen Tennyson: It doesn't matter who started it or whose fault it is. What matters is your family and you need to stick together. Got it?
Andy and Mandy: Okay.
Gwen Tennyson: Good, because we're gonna need to fight our way out of here.

Gwen, Gilbert, Andy, and Mandy: (using the rowboat as a shield) Charge!
Gilbert: Take no prisoners!

Gwen Tennyson: We need to get to higher ground!
Mandy: But, the rock wall is only for the older campers.
Gwen Tennyson: Call me crazy, but right now, I think some camp rules are meant to be broken.

(Andy and Mandy are fighting over the swing)
Andy: Me first!
Mandy: No, me!
Gwen Tennyson: Does it really matter?! Now zip it!

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?

Wildvine: So let me guess, you're the brainiac.
Fungal Brain: I prefer Mycelium.
Grandpa Max: Ben, who are you talking to?
Wildvine: Mr. Mushroom Head. It's like we're connected or something. Oh, man! Why can't you be a vegetarian?
Fungal Brain: Struggle as you may, you cannot stop me. Soon, I will consume every living creature on this planet.
Wildvine: Well, you're not starting with us!

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.
Wildvine: I'll worry about them next!
(Omnitrix beeps; Wildvine reverts back to Ben)
Ben Tennyson: (as Fungal Brain grabs them again) Grandpa, I'm sorry.

Grandpa Max: If I'm going down, I'm at least gonna take the "fun" out of this fungus!
Ben Tennyson: That's it!
Grandpa Max: That's what?
Ben Tennyson: You said the foot powder kills all kinds of fungus, Grandpa! (kicks off his shoe and throws it into the Fungal Brain's mouth)

Gilbert: What just happened?
Gwen Tennyson: Ben just happened.

Andy and Mandy: This camp rocks!
Gilbert: Oh yeah! I can't wait to come back!
(The four stop when they see Ben and Grandpa Max in front of them; covered in the Fungal Brains' guts)
Gwen Tennyson: You did it!
Ben Tennyson: Almost. We still gotta stop those spores (to Andy) Did you say everyone at camp gets athlete's foot?

Ben Tennyson: (referring to the bottles of athlete's foot powder) Any bright ideas on how to let this stuff go?
Gwen Tennyson: Actually, as a matter of fact, I do.

Ben Tennyson: Nice work, cuz. I couldn't have done it without you.
Gwen Tennyson: Any time.

Ben Tennyson: And I was thinking. I guess I can have my birthday anytime. You take the real date.
Gwen Tennyson: That's nice of you, but it's really no big deal. You take the real date.
Ben Tennyson: Sneak! I knew I'd get it after only one, "You take the real date!"
Gwen Tennyson: Dweeb!
Grandpa Max: Oh, well. Guess you two really can't agree on anything.
(waiter brings a mushroom pizza to the table)
Ben and Gwen: (in unison) Mushrooms?!
Ben Tennyson: Gross!
Grandpa Max: Well, almost anything. (eats a slice)

Ultimate Weapon[edit]

Grandpa Max: Well, what do you think? Bet you never tasted anything like that before.
(Ben and Gwen are eating)
Ben Tennyson: Mmm. What's the crunchy stuff?
Grandpa Max: Dung beetles. (Ben and Gwen spit out the food) What, too spicy? You'll get used to it.

Grandpa Max: The Mask of Ah Puch is the guide to the sword of Ekchuah. A Plumber's searched for it for decades without any luck.
Ben Tennyson: Ekchuah? What kind of alien is that?
Grandpa Max: Not alien. Mayan. 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.

Grey Matter: (hanging over a paper shredder) No way I'm gonna wind up as alien coleslaw!

Grandpa Max: (to Grey Matter) It's about time.

Gwen Tennyson: (sniffing Grey Matter) Why do you smell like dog slobber?

Gwen Tennyson: Have you ever seen Grandpa so serious?
Grey Matter: I've never seen anyone this serious.

Grandpa Max: (referring to the mask) There it is. Beautiful, isn't it?
Grey Matter: Eh, not exactly.

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: Remember when he used to make this stuff fun? I miss the old Grandpa.
Gwen Tennyson: I'd eat a whole bowl of dung beetle stew if I thought it would bring him back.

Grandpa Max: This is a job for a Plumber. (puts the RV in auto-driver mode; goes into a room and closes the door)
Ben Tennyson: Uh, Grandpa? Guess when you gotta go, you gotta go.

Ben Tennyson: Uh Grandpa, what's with the fashion show?

Grandpa Max: (trying to fix the RV) This is metric. I said I need a 1/2 inch.
Gwen Tennyson: Sorry, Grumpa.

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

Ben Tennyson: (spits out leaves) I have got to work on emergency landings.

Grandpa Max: Now there's always a secret entrance to these temples.

(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.

Ben Tennyson: It's good to have you back, Grandpa.
Grandpa Max: It's good to be back, and I'm sorry. You know, I think it's time to put away the old Plumber suit.
Gwen Tennyson: Because you've finally found the sword of Ekchuah?
Grandpa Max: That, and it's giving me a really uncomfortable rash.

Tough Luck[edit]

Hex: Charmcaster, I've been waiting.
Charmcaster: Hm. Major jailbreaks aren't exactly easy to pull off, you know.
Hex: You will show me respect, my dear niece, or you will suffer the consequences.
Charmcaster: Yes, Uncle.

Hex: (to Charmcaster) My staff.
Charmcaster: (handing Hex his staff) The magic must have drained out of it or something; it doesn't work, but I swear it's not my fault.
Hex: (taking his staff) It's powers can be brought to life only in the hands of a master magician.

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!

Hex: (to Charmcaster) Now, to find the keystone. The moment of alignment is nearly upon us. (blasts a hole in the wall) Once I have completed the ritual and gained its powers, I shall take my revenge on the one responsible for imprisoning me in this festering sewer!

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.

Gwen Tennyson: I only got to be Lucky Girl for a few hours.
Ben Tennyson: Really? Was that it? 'Cause with all the bragging you did, it felt like weeks. (laughs)

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.
Ben Tennyson: You are so lucky!
Gwen Tennyson: It's not luck, it's magic.

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.

Lucky Girl: Uh, is it me, or was that a bit weird?
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) Hey!

They Lurk Below[edit]

Donovan GrandSmith: Max Tennyson, it's been way too long.
Grandpa Max: How are you, Donovan?
Donovan GrandSmith: Well, with 16 resorts worldwide, I'd say pretty good. Glad you finally decided to see how the better half lives. (laughs)

Gwen Tennyson: I read about your resort in "Pacific Monthly Oceania," Mr. GrandSmith. Very cutting edge. Isn't the glass reinforced with...
Edwin GrandSmith: (coughs) Butt-kisser.

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.

Gwen Tennyson: Ugh, I don't know what's scarier, the smell of wet stink, or these aliens.

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 will 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.

Donovan GrandSmith: The official grand opening's only a week away. Just a few special V.I.P.s like you are getting a sneak peek. Sure beats that old rusty bucket of bolts you sleep in, doesn't it, Max?

Grandpa Max: You sure this was the safest place to build a resort like this?
Donovan GrandSmith: You're talking underwater fault lines?
Grandpa Max: I'm talking more like you're smack dab in the middle of the Bermuda Triangle.
Donovan GrandSmith: Growing up, you always were the worrywart, Max. Never the risk-taker.

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! (activates Omnitrix and transforms into Ripjaws)

Grandpa Max: We've got to evacuate the resort, now!
Donovan GrandSmith: Overrun by aliens! There goes my five-star rating!

Donovan GrandSmith: We're flooding. They broke the glass.
Edwin GrandSmith: I knew you shouldn't have taken it. I knew it.
Donovan GrandSmith: Edwin, quiet! I'm sure it has nothing to do with this.
Grandpa Max: Taken what, Donovan?
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. (transforms into Upgrade)

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

Grandpa Max: Well, so much for your one-of-a-kind resort, Donovan.
Donovan GrandSmith: Yeah. Well, it just gives me more time to focus on my next one. It's going up on the moon. Max, how about you and the kids be my first guests?
Grandpa Max, Ben, and Gwen: No, thanks.
(they all laugh)

Ghostfreaked Out[edit]

Kid in Tree: Help! I can't get down!
Gwen Tennyson: Don't worry, we'll come up and get you!
Ben Tennyson: We?
Gwen Tennyson: Hey, you're the one with all the alien heroes at your fingertips.

(Ben transforms into Wildmutt)
Gwen Tennyson: Oh, good thinking. Turn into the vicious, drooling, alien attack-dog to rescue the scared kid out of the tree.

Wildmutt: (to kid) It's okay. I'm here to help get you down.
Kid: (using Ghostfreak's voice) I don't want to get down. I want out!

(Wildmutt backs up, the tree turns into Ghostfreak)
Wildmutt: Leave me alone!
Zs'Skayr: You can't get away from me. (grabs Wildmutt) Always the hero - what a waste of potential. You want to be helpful? Get me out!

Grandpa Max: Ben? Ben?
(Gwen smacks Ben with a pamphlet)
Gwen Tennyson: Earth to dweeb!
Ben Tennyson: Huh?
Gwen Tennyson: Clean the wax out of your ears.

Grandpa Max: (to Ben) You okay, son?
Ben Tennyson: (sighs) Yeah, 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?

Ben Tennyson: You think you're so smart. Is that why you want to go to this stupid school? It's full of nothing but snobs and posers.
Gwen Tennyson: Bancroft Academy is one of the top schools in the country.
Ben Tennyson: Yeah, for snobs and posers.
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?

Tiffany: Do you have a question?
Ben Tennyson: Uh, yeah. Why are there so many kids here during vacation?
Tiffany: Attending our prestigious summer school session.
Ben Tennyson: Summer, and school. There's two words that should never be used together.

Gwen Tennyson: Well, I have a 4.2 GPA, I'm president of the computer club, treasurer of the science society, volunteer at several local charities, and I'm a member of my school's jiu-jitsu team.

Ben Tennyson: (looking at his shadow) Grandpa's right. I just need a little sleep.

Tiffany: This is our science lab.
Gwen Tennyson: (gasps) Whoa! An electron microscope!

Tiffany: (to Gwen) So many delude themselves to thinking they are Bancroft material. It's so sad. (sighs)

Ghostfreak: (inside beaker) Let me out!
Ben Tennyson: (knocking over beaker) Leave me alone!
(beaker lands near Tiffany's feet and shatters)
Gwen Tennyson: (laughing nervously) That's my cousin, always joking.

(beakers in the science lab start exploding)
Grandpa Max: Ben, what are you doing?
Ben Tennyson: I didn't do it, it was Ghostfreak!

Tiffany: (to Gwen) This is not going to look good on your application. Bancroft is a no freak zone.

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.

Tiffany: (to Gwen) At B.A., it is as important who you are as what you've done, you know, if you're a person from a quality family.

Gwen Tennyson: (to Tiffany) So, should I turn in my admissions application to the main office or just give it to you?

Acid Breath: (looking at the trophy case) See what I mean? Easy money.
(guard walks in the room)
Guard: Hey! This room is off limits without an escort.
(Acid Breath, Frightwig, and Thumbskull smile)

Gwen Tennyson: (angrily) Benjamin Tennyson, I am gonna-
(a crash is heard inside Bancroft)
Ben Tennyson: I'd better go check that out.

(Ben runs into the gym and sees Acid Breath, Frightwig, and Thumbskull)
Ben Tennyson: You again?!
Thumbskull: It's that kid who took down Zombozo!
Frightwig: That was a sweet gig working for that clown, and you ruined it! Now it's payback time.

Ben Tennyson: (activating Omnitrix) A little Heat Blast action should light a fire underneath you freaks! (transforms into Ghostfreak)
Ghostfreak: Ghostfreak? I didn't pick you!
Acid Breath: Nice trick, kid.

(Grandpa Max and Gwen run into the gym)
Grandpa Max: It's those circus freaks!

Acid Breath: But we ain't scared of no ghosts.
(Acid Breath, Frightwig, and Thumbskull laugh)
Ghostfreak: You should be.

Gwen Tennyson: (spying Ghostfreak) Uh, major horror show!

Ghostfreak: (as Acid Breath, Frightwig, and Thumbskull run out of the gym) Guess they didn't learn their lesson!

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!

(Ben runs into Grandpa Max while running away from Ghostfreak)
Grandpa Max: Ben, take it easy. You look like you've just seen a ghost.

Frightwig: (imitating Acid Breath) How tough could it be to rob a school? It'll be easy.
(door opens and Zs'Skayr/tuba player walks in)
Acid Breath: It's that kid with the watch. Let's get out of here!

Zs'Skayr: Attention, freaks! You are now my minions! Obey my command or feel my wrath! (Acid Breath, Frightwig, and Thumbskull laugh) I don't think you realize who you're dealing with. (Zs'Skayr leaves the tuba player's body)

Zs'Skayr: I am not that kid. Serve me, and I promise that you will never see him again.
Thumskull: What if we don't want to help you?
Zs'Skayr: I was hoping you'd ask. (overshadows Thumbskull and throws him around the room)

Thumbskull: (as Zs'Skayr is overshadowing him) What's happening to me?!

Zs'Skayr: (abandoning Thumskull's body) Any other questions?
(Acid Breath and Frightwig look at each other)
Acid Breath: Um, when do we start?

Ben Tennyson: Ghostfreak's gotta be in here somewhere.
Gwen Tennyson: (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.

Gwen Tennyson: We've been at this for hours! If Ghostfreak trashes the campus, I'll never get admitted! (Grandpa Max and Ben give her a look) Not like that is as important as saving all these innocent people.

Gwen Tennyson: How are you planning on bringing Ghostfreak down once we find him? That alien's pretty tough.
Ben Tennyson: (spying a window) Sunlight. He couldn't go into the sun. He had to stay in the shadows.
Gwen Tennyson: What like a vampire? You never had that problem when you were Ghostfreak.
Ben Tennyson: That's exactly why he needs me. Somehow if we're joined, he'll be whole again, which means we better find him before sundown.
Grandpa Max: I've got a couple things from my Plumber days that might help.

Grandpa Max: I'm picking up some spectral activity from around that corner.
Ben Tennyson: Okay, let me get my game face on. (transforms into Fourarms)

(Ben transforms into Fourarms)
Fourarms: Hey, I meant to do that! Maybe I'm finally getting the hang of this thing.

Fourarms: I haven't got time for you freaks, so the party's over.
Frightwig: You've got it all wrong, muscle-head, it's just about to really get rolling!
(Zs'Skayr/Acid Breath steps forward)
Zs'Skayr/Acid Breath: And, it's a surprise party.
(Zs'Skayr phases out of Acid Breath)
Zs'Skayr: Hello, Ben, have you been working out?

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

Grandpa Max: (to Zs'Skayr) We have a surprise of our own. (shoots Zs'Skayr with weapon)
Zs'Skayr: Daylight at night?!
Grandpa Max: Sungun. It can project a beam as bright as sunlight (shoots Zs'Skayr again)
Zs'Skayr: (dodging the blast) Clever! But not clever enough!

Zs'Skayr/Thumbskull: As long as I am in a host body, your weapon has no effect!

Zs'Skayr: Maybe I need a new partner, someone more interesting for you to battle (flies toward Gwen)
Fourarms: Gwen! Look out!
Gwen Tennyson: (sees Zs'Skayr flying towards her) Aaaaaah!
(Zs'Skayr overshadows Gwen)
Zs'Skayr/Gwen: (laughs) Too late. Let's have some fun.

Zs'Skayr: It seems I can not merge with your alien forms. No matter. Time is on my side, you'll be human again soon enough.

Gwen Tennyson: (sees Fourarms above her) Ben, what are you doing?

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/Gwen hears Omnitrix start beeping)
Zs'Skayr/Gwen: Ah, music to my ears!

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: [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.

Thumbskull: (referring to Grey Matter) Where'd that little pipsqueak go?!

Acid Breath: (to Frightwig and Thumbskull) They're in here somewhere.

Acid Breath: (to Gwen) It's just you and me, precious.
Gwen Tennyson: Bring it on, stink breath!

Zs'Skayr: You can run, but you can't hide!

(Omnitrix starts beeping)
Grey Matter: Uh-oh! (reverts back to Ben)
Ben Tennyson: Oh man! Not now!

Zs'Skayr: Think of it, Ben. With the power of the watch and your DNA, I will be unstoppable!
Ben Tennyson: (spies a curtain with sunlight peering from behind it and pulls it down) It's time you saw the light, freak!
(Zs'Skayr, writhes, combusts, and finally dies; Ben sighs in relief)

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]

Gwen Tennyson: What are you doing?
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: (outside the RV; about the Omnitrix) Oh, man! I am gonna get so busted if anybody sees this.
Grandpa Max: Ben?
Gwen Tennyson: What was that?
Ben Tennyson: (puts his hands behind his back) What was what?
Grandpa Max: What was that noise?
Ben Tennyson: Uh, lightning?
Gwen Tennyson: There's not a cloud in the sky.
Ben Tennyson: Uh, lightning got rid of them?

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?

(Baby alligators run out of the water and into some grass)
Ben Tennyson: What are they running from? They're alligators.

Ben Tennyson: Dr. Animo! How did...
Dr. Animo: ...I find you? 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 all my mutated creations, but they were only the beginning. I will not be denied my place in history!

(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) You--You gained weight since last time, or I'm not as strong as I used to be. Aah! (gets crushed by the giant frog)

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

(Gwen, Ben, and Grandpa Max are looking for Dr. Animo)
Gwen Tennyson: We've been at this for hours.
Grandpa Max: We have to keep looking. If the "good doctor" can figure out how to tap into the watch's DNA, who knows what could happen.

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.

Ben Tennyson: (about the Heatblast bat) Whoa! It's Heatblast gone batty!

(as Dr. Animo's "Heatblast" creature attacks)
Gwen Tennyson: Gee, do you think Animo has figured out the power in that piece of the watch?
Ben Tennyson: That is definitely an "I told you so."

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

(Diamond Matter struggles with cutting through the trees)
Diamond Matter: I wish Diamond Matter was more of a tough guy!

Diamond Matter: Could this get any worse? (the Heatblast bat approaches) I had to ask!

Grandpa Max: Looks like an old observatory.
Ben Tennyson: What's an observatory doing in the middle of a swamp?
Gwen Tennyson: Without the lights from the city, the stars are brighter and can be seen more clearly.
Ben Tennyson: Oh, thank you, Miss Know-it-all. Bet you're just dying to tell me how I screwed up.
Gwen Tennyson: Not at all. This is the most fun I've had all summer.

Ben Tennyson: Okay, Dr. Freakimo, party's over!

Heat Jaws: Heatblast and Ripjaws? (sighs) Not the best combo.
Dr. Animo: Well, well. What do we have 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. Its 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!

(Heat Jaws gets flung around by the mutant toad)
Heat Jaws: I don't like this ride.

Grandpa Max: (after returning to normal) Why do I have this strange craving for rotten eggs and sugar water?

(Ben and Gwen get down from the machine)
Gwen Tennyson: Oh, Ben, I almost forgot. (turns to Ben) Um, (shouting) I told you so!

Gwen Tennyson: I feel like I'm watching a rerun.
Dr. Animo: (on television, being put into a police car) You have not seen the last of me!
Gwen Tennyson: (switches off TV) Yeah, I wish!

Back With a Vengeance[edit]

Kevin 11: (walking towards Vilgax) Wherever I went in the galaxy, no matter whose butt I kicked, the one name kept coming up, over and over and over: Vilgax!

Grandpa Max: (referring to Niagara Falls) How can you not admire the beauty and raw power of nature?
Gwen Tennyson: (glancing at Ben) I don't know, ask Ben.

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)

(Omnitrix reacts wildly)
Ben Tennyson: Uh-oh! Please tell me I didn't bust this thing again!

Ben Tennyson: 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]

Tourist: (to Grandpa Max) Uh, excuse me, would you mind taking a picture of me and my wife?

(a tourist falls off the boat and lands in the water)
Ripjaws: No problem. Ripjaws in the house. (dives into the water to save the tourist)

Gwen Tennyson: (to Grandpa Max) Did Ben just go right from Ripjaws into Stinkfly?
Grandpa Max: Yeah, but that's impossible. Isn't it?

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 right 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: Ah. 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.

Kevin 11: Listen to me, Vilgeek! I don't take orders and I could care less about some stupid watch! I just want revenge on the little twerp wearing it.
Vilgax: Which you stand a far better chance of achieving if he's not wearing the Omnitrix.
Kevin 11: So what are we waiting for?
Vilgax: Patience. We can only track him when the Omnitrix is in use.
(machine starts beeping, showing the Omnitrix has been activated)

Gwen Tennyson: 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! (tourists look with amazement at Heatblast) (sipping back up; waves at tourists with embarrassment) Heh, heh, heh...
Gwen Tennyson: (points at Heatblast) I don't know him!

Ben Tennyson: Kevin? Vilgax? You're...
Kevin 11: Alive and about to kick your butt!

Vilgax: The Omnitrix is mine!

Vilgax: When I have the Omnitrix, I shall enjoy tearing you apart, Tennyson!
Grandpa Max: Why wait? Come and get me!

Grandpa Max: I never figured you were the type to take on an apprentice, Vilgax.
Vilgax: Silence! (to Kevin) Once this containment field neutralizes the Omnitrix, grab it.
Kevin 11: I said never tell me what to do!
(Ben transforms into Grey Matter)
Kevin 11: Hey! Where'd Tennyson go?

Vilgax: (to Grey Matter) You can't escape me that easily!
(Grey Matter transforms into Diamond Head and knocks Vilgax down)
Diamondhead: Guess again!

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

Stinkfly: (grabbing Grandpa Max and Gwen before they fall into the water) Gotcha!

Ben Tennyson: I'm going after Vilgax and Kevin!
Grandpa Max: Ben, you can't beat them both. Together they're too powerful.
(Ben transforms into XLR8)
XLR8: Oh, yeah? Just watch me! (runs off)

Gwen Tennyson: (referring to Ben) He sounds pretty confident.
Grandpa Max: Yeah, too confident. That's what worries me.

[Vilgax studies scanners]
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]

Kevin 11: Come on out, Tennyson, you chicken!
Vilgax: Enough with your foolishness! The old man and the girl are the key. Once we have them, the boy will come to us.

(Vilgax and Kevin appear on the bridge next to the RV)
Gwen Tennyson: Grandpa, company!

Grandpa Max: I stashed something away in here that should take care of both Vilgax AND Kevin.
(containment opens up to reveal the Null Void Projector)
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 and 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 and Vilgax get sucked into the Null Void, pulling Diamondhead in with them)
Gwen and Max: Ben!

Diamondhead: (after getting sucked into the Null Void with Vilgax and Kevin) Okay, maybe that wasn't such a good idea.

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!

Kevin 11: (to Vilgax; referring to how he managed to control the flying aliens) What was that all about?
Vilgax: Respect. I command it even here.
Kevin 11: Well goody-goody for you. What about Ben?
Vilgax: His grandfather will attempt to rescue him. We must find him and extract the Omnitrix before that or we'll be trapped in here forever!

Vilgax: (after XLR8 runs away from him) No!

Grandpa Max: I'm going in after Ben. (activates Null Void projector)
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.
(Grandpa Max nods)

Grandpa Max: (to Gwen) Your watch is a homing beacon. As soon as you find Ben, you can use it to lead you back to the portal.
Gwen Tennyson: How long do I have?
Grandpa Max: I can only keep the portal open for 10 minutes or so. Once this gauge hits the red zone, you need to get out, no matter what.

(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.

Grey Matter: (as the flying aliens come closer) Aaaaaaaaaah!

Gwen Tennyson: This place looks like it goes on forever.
Grandpa Max: It does, so keep your eyes open. I'm not even sure what's inside there.

(several aliens start attacking Gwen; Gwen screams)
Grandpa Max: Gwen! What is it?
Gwen Tennyson: I don't know, but they're small, fast, and really annoying!
Grandpa Max: Hyvex Beasts! Keep them away from your rocket pack, they'll chew it to bits!
Gwen Tennyson: Too late!

Grandpa Max: Gwen, something has gone screwy with the projector! I don't know how much longer I can keep the portal open! You have to head back 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 have to get out of here! NOW!

Kevin 11: (snatching Gwen out of Stinkfly's arms) Going somewhere without your old pal Kevin?
(Gwen shoots Kevin, but he reflects it back at her; Gwen screams)
Grandpa Max: Gwen! What's going on? (runs toward portal) Gwen!

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.

(after Vilgax and Kevin have the Omnitrix)
Ben Tennyson: Face! I zeroed it out! Good luck trying to figure out the master code now!
Vilgax: Cracking the control combination is child's play for a master of the Omnitrix.
Ben Tennyson: Oh.

Kevin 11: (to Vilgax) Who says you'll ever get the Omnitrix?

(Vilgax attacks Kevin and knocks him off the flying alien)
Kevin 11: I told you! Kevin 11 don't take orders from nobody!

(the Null Void Projector starts sending out sparks and exploding)
Grandpa Max: Gwen, get out before it's too late!

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: (retrieves the Omnitrix) Got it! Let's go!
Vilgax: (blocking the portal) Go where? Back to your miserable dimension? But first, the Omnitrix.
Ben Tennyson: (to Gwen) Psst! Get rid of it!
Gwen Tennyson: But your powers-
Ben Tennyson: Are nowhere near as important as getting us home. Toss it, now!
Gwen Tennyson: (to Vilgax and Kevin) You want it, go get it! (tosses the fake Omnitrix behind them)

Ben Tennyson: (to Kevin) You want me? (jumps onto a nearby rock) Come and get me!
Gwen Tennyson: Ben, no!
Ben Tennyson: I know what I'm doing! Just go!
(Gwen flies through the portal reluctantly, leaving Ben alone with Kevin)

(Grandpa Max hugs Ben and Gwen as the portal closes)
Grandpa Max: Ben! Gwen! You're all right.
Ben Tennyson: (sighs and looks at his wrist) Well, mostly all right.

Gwen Tennyson: Listen, Ben, about the watch...
Ben Tennyson: I know. I was cocky and totally abused my powers, and I'm totally sorry. Guess that won't happen again since I'm back to being just plain, old Ben.
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: Okay, maybe I should keep it for myself. (shows Omnitrix)
Ben Tennyson: Whoa, the Omnitrix? But... I saw you throw it away!
Gwen Tennyson: Maybe you're stupid enough to throw the Omnitrix away, but I'm not.
Ben Tennyson: Then...What did you throw?

Kevin 11: (to Vilgax) Nice job, squidhead! You ruined it for both of us!

Grandpa Max: Pretty clever, Gwen. Ben, I think you owe your cousin a big-time thanks.
Ben Tennyson: And some big-time get-backs! Maybe a face full of Stinkfly goop or a tangle of Wildvine tendrils or... (transforms into Grey Matter)
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!
(Gwen and Max laugh)

Third Season[edit]

Ben 10,000[edit]

Gwen Tennyson: I've got the marshmallows.
Ben Tennyson: I've got the graham crackers.
Gwen Tennyson: We'll wait here while you get the fire wood so we can make s'mores.
(Ben & Gwen hug)
Grandpa Max: (smiling at them) Now it is so nice to finally see you two getting along. I'll be back in a jiffy.
Ben & Gwen: Great!

Gwen Tennyson: Is he gone?
Ben Tennyson: Yep.
(Ben & Gwen face each other angrily)
Ben & Gwen: This is your fault!
Gwen Tennyson: Grandpa only turns 60 once! (knocks Ben down)

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

(Ben & Gwen are playing rock, paper, scissors)
Ben Tennyson: One, two- (an orb appears in the middle of the campsite) Okay, this can't be good. (Gwendolyn flies out of the orb and grabs Gwen) Gwen! (turns into XLR8 and runs into the orb after them)

Grandpa Max: (arriving at the empty campsite) Ben? Gwen?

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!
Gwen Tennyson: Wait a minute, you're... me? Gwen?
Future Gwendolyn Tennyson: Actually, I've been going by Gwendolyn since college.
Gwen Tennyson: College? Ivy League? Do I have a masters?
Gwendolyn Tennyson: Look, I didn't bring you here to find out about your future. I came back to bring Ben.
Gwen Tennyson: So, why nab me?
Future Gwendolyn Tennyson: I remembered Ben's listening skills sorta stunk. Grabbing you was the only way I knew he'd come.
Gwen Tennyson: So time travel is no big deal now?
Future Gwendolyn Tennyson: You just need to know the right spell to create the right kind of portal.
Gwen Tennyson: I know magic? How cool is that? What else do I know how to do? Did I ever get my black belt?
Ben Tennyson: Hello! Forget you! This is about me!
Future Gwendolyn Tennyson: He's right.
Gwen Tennyson: Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time.
Future Gwendolyn Tennyson: Ben 10,000 needs his help.
Ben Tennyson: I seem pretty tough. What could a cool Superhero like me need anyway?
Future Gwendolyn Tennyson: Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even he can't solve alone.

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: So Animo's been around this whole time?
Future XLR8: He escaped a few years ago. I wasn't sure if he was going to show his ugly face again. But now it looks like he won't be a problem anymore.
Gwen Tennyson: What about Vilgax?
Future XLR8: Last I saw of him, I left him in pieces. It wasn't pretty for anyone. 'Nuff said.
Ben Tennyson: Whoa. I really need to lighten up!

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.

Ben Tennyson: Time to go Four Arms and show Ben 10,000 where it all began! (becomes Stinkfly)
Gwen Tennyson: Yeah, with you messing up again!

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 Fourarms 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 Ultimos: Did we detect a cry for help? The Galactic Enforcers have arrived!
(Future Fourarms changes to Future XLR8)
Future XLR8: Show's over, guys.
Future Ultimos: It's a big world, Ben. You could always save a couple of the bad guys for us, you know.
Future XLR8: What would be the point?

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!

Ben Tennyson: (spying Vilgax) Vilgax?! He's mine!

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)

Future Vilgax: Teh. Your weak human form? What a novelty.

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]

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

Sublimino: I am about to take you on a journey through that mysterious realm knows as... the mind. First, I shall require some volunteers.
Ben Tennyson: Oh, gimme a break. Only somebody with half a brain can be hypnotized.
Gwen Tennyson: (raises Ben's hand) Hey, here's a volunteer for you!

Gwen Tennyson: (seeing Ben getting hypnotized) Total blackmail time. (holds up video camera)

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

(repeated line)
Mall Official: This was an isolated incident. The mall is open for business. Shopper safety is our number one priority.

Gwen Tennyson: (to Upgrade) Ben, wake up! You're sleepwalking!
Grandpa Max: It's no use, Gwen, he can't hear you. He probably has no idea what he's doing.
Gwen Tennyson: So what else is new?

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

Sublimino: (to Upgrade) Who are you? What happened to the guy that look like a "walking chandelier"? Well, who care's as long as you do what I say. Now get out of here before the cops see you.

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

Ben Tennyson: A hero's work is never done.

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?

Gwen Tennyson: I've got the perfect solution to your sleepwalking problem. If you can't touch the Omnitrix, you can't go alien. (holds up handcuffs)
Ben Tennyson: Where'd you get those?
Gwen Tennyson: Survivalists R Us. They have a very extensive selection.

Grey Matter: (monotone) Take me to your leader.

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]

Ben Tennyson: I feel like a dweeb.
Gwen Tennyson: That's because you are a dweeb. Now you're just a pilgrim dweeb.

Ben Tennyson: Grandpa, can I please change now?
(a nearby building explodes)
Crowd: Fire!
Grandpa Max: Ben, you can go ahead and change now.
Ben Tennyson: Goodbye, zero. Hello, hero. (activates Omnitrix; transforms into Stinkfly)

Stinkfly: (looks at himself) Oh, great. Now I look like an alien dweeb!

Charmcaster: "Come into my parlor," said the spider to the Stinkfly.

Charmcaster: I think I'll turn into that fire alien first. With my spells funneled through that alien body, Salem Mass is gonna get burned.

Charmcaster: Ahh, I love being a witch!

Charmcaster: Transfera identica. Transfera identica. (traps Stinkfly; pulling him, Gwen got in the way and pushed Stinkfly out of the ball; the ball came closer to Charmcaster) No! Not you.

(officer pushes Gwen into a cell)
Gwen Tennyson: (in Charmcaster's body) But I'm innocent. You have the wrong person.

Charmcaster: (In Gwen's body) Don't worry, Gwen, I'll keep your family safe... and that watch.

Grandpa Max: Now, just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird, Ben.
Ben Tennyson: (sarcastic) Oh, no. Of course not.

Grandpa Max: Ooh, Sea Urchin eggs. Those must have been expensive.
Charmcaster: (In Gwen's body) Not really. I sweet talked them into giving me a deal.

Grandpa Max: (to Gwen) Oh, well, judging from this list of ingredients, whatever you're cooking up is going to be very exotic.
Ben Tennyson: Translation: it'll taste like barf.

(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.

Pinky: So, what are you in for, princess? Wearing your Halloween costume in the summer?
Missy: Ha ha! Good one, Pinky.
Pinky: Shut up! (goes to Gwen-in-Charmcaster's body) Only two rules here. Rule one: I'm in charge, so what I say goes.
Gwen Tennyson: (in Charmcaster's body) And rule number two?
Missy: Obey rule number one... or else.

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!

Gwen Tennyson: (in Charmcaster's body) What an intresting color. Say, you wouldn't have anything that's organic, would you?
Ugly Server: Sure thing. (puts her finger in her ear) I grew this myself. (puts earwax on Gwen's plate, making her nearly throw up) Make sure you come back for more. (Gwen walks away) Plenty more where that came from.

Ugly Server: And when you finish here, someone gets to buff my bunions.
Pinky: Ha! Small price to pay to see the look on crab trees' face when she fell into that trash can. You're all right, princess. Look, whenever you need anything--
Gwen Tennyson: (in Charmcaster's body) Actually, what I need is to find a way outta here.
Missy: Armed guards in every exit. No way you could have...
(Gwen interrupts by seeing a drain hole)
Gwen Tennyson: (in Charmcaster's body) Hey, I think I found a way out, but we'll need a distraction.
Pinky: No problem.

Ugly Server: (to Gwen-in-Charmcaster's body) Troublemaker. Well, you'll be scrubbing pots and pans till those pretty, little hands fall off.

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

Gwen Tennyson: (in Charmcaster's body) I can't let you do that, Ben. Once you go hero, you'll kick my butt without listening to what I need to say.

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? Why would someone want 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: (Gwen's voice) You really should respect your elders.
Charmcaster: I don't respect anybody.

Grandpa Max: You won't get away with this!
Charmcaster: Says the old man hanging from the yardarm. Oh, and your cooking stinks.
Grandpa Max: It does?

Cannonbolt: (Gwen's voice) Whoa, gotta give Ben credit, This alien hero stuff is a lot tougher than it looks.

(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!

Ben Tennyson: Time to go small to stay cool! (transforms into Grey Matter)

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.

Grandpa Max: I wonder where they keep the snow-making machines. (is struck in the back by a snowball) I am warning you. (Gwen & Ben gasp) You're messing with an old pro. (throws snowballs)

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: It's Jingles' guards! You must skedaddle!
Ben Tennyson: Uh, what-le?
Gwen Tennyson: It must mean run!

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 Tennyson: (messing with the Omnitrix) All I want for Christmas are four big arms!

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: Who needs Rudolph the red-nosed reindeer when you've got Stink the gassy alien?


Ben Tennyson: Can this get any... (stops and sees Kai doing a native dance) Cooler. (falls in love)

Ben Tennyson: (looking at Kai performing the ceremonial dance) You know, I was hoping to see one of those before the summer ended.
Gwen Tennyson: Since when have you been interested in Native American Spiritual Dance?
Ben Tennyson: Only like forever, dweeb. It rocks!

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.
Kai Green: That's nice. What I meant was, "can I have my hand back now?"

Ben Tennyson: Well, time to go pure Stinkfly. (activates Omnitrix; transforms into Wildvine)
Wildvine: Oh, man!

(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) Going up. (lid opens and Omnitrix starts beeping red) 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)

Ben & Kai: (to each other) Be careful.
Gwen Tennyson: I think I'm gonna puke!

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?

Ben Tennyson: (starting his Benwolf transformation) Gwen, could you scratch my back for a second?
Gwen Tennyson: My fingers? On your back? I'd rather have my fingernails pulled out one at a time!

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

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: (Grandpa Max and his friend spot something by a shadow) Wait, don't shoot! It's me, Benwooooooolf!!!

(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)

Grandpa Max: (astounded) An alien werewolf. Just when I thought this summer couldn't get any stranger.

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!

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

Benwolf: (to Yenaldooshi) Who are you lookin' at, ugly?

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

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

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 Tennyson: I'm so bored! Even your stupid video game sounds good. Let me play.
Ben Tennyson: (playing) Sorry, I already have a partner. Run! And, Ishyama, slam! He's the coolest. Kick! Sumo Slammer. Jump! Of all. So why would I want to play with you?
Gwen Tennyson: To prove you're not afraid of getting your Sumo butt kicked by a girl.
(Ben puts the video game on pause; gives Gwen the controller)

Gwen Tennyson: (after Ben erases her score): Ben Tennyson, you are such a cheater! You're gonna get yours one of these days.

Upgrade: This isn't a challenge. It's a slaughter-fest.
Gwen Tennyson: Oh, yeah. Real tough when you can control the whole game world as Upgrade.
Upgrade: Jealous?

[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!

Gwen Tennyson: Okay, Mr. Sumo Slammer Samurai, what's the plan?
Ben Tennyson: Keep moving and stay alive. Duh!

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

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

Fourarms: But I'm not Kenko. I'm Ben! I'm a good guy.
Ishiyama: Forgive me if I don't believe you.
Fourarms: It's true! I own every Sumo Slammer's comic book, doubles of every trading card. I even eat your cruddy cereal.
Ishiyama: I shall not be confused by your double-talk!

Ishiyama: (about Gwen) Who is this magnificent warrior?
Fourarms: That's no magnificent warrior. That's just my goofy cousin.

Ishiyama: (about Fourarms) So you are indeed related to this... creature.
Gwen Tennyson: Please don't remind me.

Ishiyama: Your skills are impressive.
Ben Tennyson: Thanks. Coming from you, that's quite a--
Ishiyama: Not you, jester. Warrior Gwen.
Ben Tennyson: Oh, man!

Ben Tennyson: Whoa! I've never seen this part of the game before!
Ishiyama: Game? This is no game. The fate of the entire sumo world hangs in the balance.
Ben Tennyson: I know, I know. I read the back of the box.
Ishiyama: The back of the box?
(Ben nods confidently)

Gwen Tennyson: (about the Upgrade coin) Looks like it's on Level 13 in the arena.
Ben Tennyson: Level 13? We'll never make it all that way unless... 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.

Gwen Tennyson: I can't move. What's happening?
Cannonbolt: Grandpa must be messing with the controls. If he turns it off now, he'll delete us along with the game. Grandpa!
Gwen Tennyson: No!
Cannonbolt: Don't shut us off!

Grandpa Max: There must be some way I can help you guys. Oh, maybe if I push this.
Gwen & Cannonbolt: No!
Gwen Tennyson: We mean, just hit resume and don't touch anything else. And leave the rest to the game pros...and Ben.
Cannonbolt: Oh, hilarious.

(Gwen gets a power-up that makes her sumo-sized)
Cannonbolt: (laughs) Whoa! Looks like you've been putting on the old Sumo feedbag!
Gwen Tennyson: Says the original fathead!

(after Gwen breaks the Kappa statue to reveal the path to Level 13)
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.

Upgrade: Come on! Say it.
Gwen Tennyson: Ugh! Fine. You're the better Sumo Slammer Samurai. Happy?
Upgrade: Who cares what you think, geek? I want to hear it from him. (looks at Ishiyama) So, now who do you think is the best Sumo warrior?
Ishiyama: Him. (points at Grandpa Max)

Grandpa Max: I thought they'd never leave. (plays Sumo Slammer game)

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.

Ben Tennyson: Bad enough they ripped me off with some dumb cartoon. Did they have to make me look like a total dweeb?
Gwen Tennyson: Yeah, as if you need help looking like a total dweeb.

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.
Kangaroo Kommando: 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: Attention, park-goers. I am pleased to inform you of the demise of that hack, Abel North, and that talentless animator, Tim Dean!
Abel North: Hack?!
Tim Dean: Talentless?!

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.

Grandpa Max: (to Ben & Gwen) You kids have a relaxing day at the park?
Ben Tennyson: Relaxing in a Ben Tennyson kind of way.

Under Wraps[edit]

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

Cowgirl: (on the radio) 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-fashioned 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!
(Grandpa Max appears to have an idea)
Ben Tennyson: I do not like that look in his eye.

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.

Grandpa Max: Mmm, good grub, Joan!
Gwen Tennyson: Yeah, with no actual grubs in it for a change.

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.

(Grandpa Max hands a bag to Ben)
Ben Tennyson: Oh, man, there's gotta be, like, a thousand of these things. Looks like a job for...
(Grandpa Max grabs his arm)
Grandpa Max: ...Ben "I'm Too Lazy To Fill A Water Tank" Tennyson. And only him, if you know what I mean.

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

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: (after mummy grabs him) Grandpa!

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.

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!

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

Gwen Tennyson: Nice music pocket. Where'd you get it?
Ben Tennyson: Let's just say a little friend helped me.
Gwen Tennyson: You used Grey Matter?! That's cheating!

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

Cash Murray: Look who's hanging around, J.T.... "Wedgie Tennyson."

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.

J.T.: (about Ben) Yeah, this pee-wee's in his own world.

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.

(when Fourarms smashes through the wall and lands on the fake President)
Fourarms: Please tell me that that was the fake President.

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.

Fourarms: Welcome to the seventh inning stretch.

(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) Not again.
XLR8: That doesn't mean I'm not a sore loser.

Enoch: Our entire operation is ruined! (steps on a robot part) By the crest of the Forever Knights, the Tennysons shall pay for this with their very lives!

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!

Grandpa Max: Right on! Isn't this just the grooviest?
Ben Tennyson: Grooviest? Oh, and I thought Grandpa's shirt was out of date.

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.

Vance Vetteroy: Well, from now on, I'm just reporting the weather, not trying to change it. Guess there's nothing that wrong with just being another handsome face, huh?
Grandpa Max: (smiles) Yeah, I know what you mean. (Ben & Gwen laugh) What?

The Return[edit]

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

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

Stinkfly: Nobody gets out of jail free when this fly is on patrol!
Convict: Oh! And I thought the prison food smelled gross!

Convict: They sure got some butt-ugly bugs down here.
Stinkfly: Who you calling "butt-ugly," butt-ugly?!

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

Dr. Shueman: Dr. Vicktor, there you are. I need to speak to you about your credentials.
Dr Viktor: Not now!
Dr. Shueman: Dr. Viktor, I am your superior.
Dr. Viktor: You have no idea how wrong you are.
(the mummy alien attacks Dr. Shueman from behind)

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"!

Dr. Viktor: (to Ben) I was told of the Omnitrix, but you are not the only one who can transform. (changes into his true form)

Ben Tennyson: (to the Yenaldooshi) Heatblast's gonna singe that mangy fur coat of yours. (changes into Benmummy)
Benmummy: The mummy? Oh, man!

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

Cannonbolt: (Ben turns into Cannonbolt instead of Fourarms) Oh, man! What does it have against Fourarms?

Gwen Tennyson: This spell's gonna blow all you alien freaks away. Trista Combetitus!
(nothing happens)
Viktor: I've got some magic for you. I'm going to make all of you disappear!

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: (about the shuttle) You sure you remember how to drive one of these things, Grandpa?
Grandpa Max: Just like riding a bicycle. A hundred-ton, twenty thousand-mile-an-hour, hi-tech bicycle.

Gwen Tennyson: Shouldn't we be looking for the corrodium?
Grandpa Max: Easier to bring the entire kit and caboodle back to earth than waste time searching for a few rocks in a whole rocket ship.
Gwen Tennyson: Guess we know where I got my brains from.

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: (to Viktor) Can't you just stay grounded like your master?

Upgrade: Thank you for flying Air Upgrade. Bye.

Zs'Skayr: Smiling in the face of your demise. I admire that.
Ben Tennyson: Oh, I'm not smiling at my demise. I'm smiling at yours.

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

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

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 Earth children 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 guy 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!

(Gwen is watching Upchuck in action)
Gwen Tennyson: Eww, and I thought you were disgusting before.

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

Ben Tennyson: Well, I guess it's time for Grandpa to say goodbye.
Gwen Tennyson: Yeah, but to who?

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.

Grandpa Max: How about pizza and games at pizza and play?
(Ben and Gwen smile)

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?

Gwen Tennyson: Want me to whip up some snacks for you?
Ben Tennyson: Sounds great, pukeface.
Gwen Tennyson: (laughs) Oh, Ben.

Gwen Tennyson: Ben, are you okay?
Diamondhead: You're worried about me? Did you get hit in the head or something?

[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.

Fourarms: (to Vilgax) You messed with the wrong kid, squid face!

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.

Enoch: I will not fail this time!
Ben Tennyson: Dream on!

Divided We Stand[edit]

(Dr. Animo's mutant seagull has two guards in its talons)
Guard: Put us down!
Dr. Animo: With pleasure!
(the seagull drops them into the ocean)

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?

Ripjaws: Hey, where's everybody going? Surf's up, dudes!
(Gwen and Max walk up and the Omnitrix powers down)
Ben Tennyson: What?

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: (to the giant bird) What's the matter, birdie? Afraid I'm going to pluck out a few more feathers?

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.

Ditto 1: Cheater!
Ditto 2: I know you are, but what am I?

Ditto 1: (playing basketball) You fowled me!
Ditto 2: No, I didn't!
Ditto 3: Yes, you did; I felt it, too!
Ditto 2: What would you care? You're on my team!
Ditto 4: Then who's on my team?
Ditto 1: (throws ball at him) Me! Now go get the ball, dipstick!

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

Dittos: (to Gwen) It's not funny!
Gwen Tennyson: You're right. It's three times funny.
Grandpa Max: Wait, weren't there four of you?

(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: Oh, he's not the ONLY one that took a lot out of your watch!

Gwen Tennyson: Haven't you guys done enough already?
Ditto: No... (multiplies) ...way!

Dittos: It's all for one, and one for all!

Dittos: Time for a little one on one!
(they dogpile on Dr. Animo)
Ditto: Make that one on NONE!

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

Don't Drink the Water[edit]

Grandpa Max: (reading the plaque) Why do the words have to be so small?
Ben Tennyson: Well, Grandpa, if you can't read the words, then maybe we should get you a magnifying glass. Or a telescope!

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. (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)

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

Ben Tennyson: (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.

Ben Tennyson: (looking at Young Max) You're like me!
Gwen Tennyson: That's scary.

Gwen Tennyson: (looking though her spellbook) Nope. Won't work. Wrong spell. Only applies to armadillos?

Young Max: Forget watching what I eat anymore. Look, I got rocky road, mint chip, and chunka-hunka bubble--real pieces of bubble gum in ever bite. See? (blows a bubble, it bursts in Gwen's face)
Gwen Tennyson: Ugh!
(Young Max laughs)

Gwen Tennyson: We have to turn you back. I'm getting my spell book.
Young Max: Wait. No aches, no pains - I want to enjoy this for a while.
Gwen Tennyson: Hello, Hex is on the loose, and he's after something that sounds mega-important!
Young Max: 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: (sitting in the car seat) This is so uncool!

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: (to Young Ben) Even if you went Heat Blast to melt Hex, he'd just blow you out like you were a birthday candle.
Toddler Ben: Oh, yeah? (turns into Heatblast)

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]

Grandpa Max: This tux is a family heirloom. I wore it when I was a kid, and then your dad wore it, and now you're wearing it.
Ben Tennyson: Oh, lucky me.

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.

Gwen Tennyson: It's too quiet. Where's Ben?

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?

Ben Tennyson: Maybe you should put the wedding off until after the summer. That should give you plenty of time to find a new ring bearer.

Ben Tennyson: Dance?! I don't know how to dance!
Joel Tennyson: Well, you'd better learn. You don't want to look like a mega-dweeb out there in front of everybody.

Ben Tennyson: (after watching the two families fight) Maybe this won't be so boring after all.

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: (watching Ben dance) You look like your underwear is too tight.

Gwen Tennyson: I know how to dance. I can teach you.
Ben Tennyson: Yeah. I'll think about it. NOT!

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.

Ben Tennyson: (dancing with Gwen) This is so gross!
Gwen Tennyson: Like I don't know that?

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?

Camille Mann: This is supposed to be my special day. (changes to mud form) And no is going to ruin it. Especially my family! (jumps into the fray)
Joel Tennyson: (overjoyed) She is going to be my wife!

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! You 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.

Gwen Tennyson: (seeing Ben sitting in the hot tub) It's not a monster, but it is pretty horrific looking.

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: Uh, I need more ice water. I don't feel so hot.
Gwen Tennyson: Gee, think it was the fourth trip to the sundae bar, or the fifth?

Road Rage: I'm itchin' ta do this!
Turbine: Maybe that's because ya ain't washed in days. You smell more putrid than a possum in a barrel of pickles!

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

Ben Tennyson: (after being put through the car wash) Do I look okay?
Gwen Tennyson: Actually, it's an improvement.

Baron Highway: (about the souped-up Rustbucket) Now that's what I call class... with a capital K!

Baron Highway: You little brat!
Ben Tennyson: I know you are, but what am I?

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]

(XLR8 is sitting in a pile of water)
Little Kid: Mommy, why'd that weird thing with a tail wet himself?

Gwen Tennyson: Uh, hello? What do you think you're doing?
Ben Tennyson: Hmm, is this some kind of trick question? I need to go online and check out the new "Sumo Slammer" blog.
Gwen Tennyson: Not without asking me first. That's my brand-new XT-9000.
Ben Tennyson: Okay. May I please use your computer?
Gwen Tennyson: No way!
Ben Tennyson: See? That's why I didn't ask first.

Gwen Tennyson: That was amazing. I love listening to modern poetry. Don't you, Ben?
Ben Tennyson: Two words: bor-ing!

Fourarms: (in the ring) They call me Fourarms!

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.

Porcupine: (to Gatorboy) You got a big mouth, you know that?!

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.

Porcupine: There's momma!
(revealed their mother is a normal human)
Ben Tennyson: That's your mom?
Gatorboy: Uh, folks say we take after our pa.

Porcupine: Who are you? Where's Fourarms?
Ditto: (splits into four) Who needs Fourarms when you've got eight of them?

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!

Ken Tennyson: It's our danger alert. The call comes in, and my dad takes off to, you know, save the world!
Kid: Wow! My dad's just a boring old dentist!

Future Gwendolyn Tennyson: Kenneth Tennyson.
Ken Tennyson: Aunt Gwendolyn!
Ben 10,000: Actually, she's your first doofus cousin, once removed.
Future Gwendolyn Tennyson: Will you EVER grow up?

Buzzshock (Ken): (electrocuted an enemy, but Ben finished him off) Dad, I had him!

Ken Tennyson: (referring to Max's Hoverboard gift) At least I got one present that isn't completely useless (Kenny's pet stone puppy stares on dejected, but Kenny doesn't notice)
Ben 10,000: Where does he get that attitude from?

Ken Tennyson: (Ben turns into Benmummy, who has a straight face and helps Ken get out of an air vent) Don't look at me like that!

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?
Future Gwendolyn Tennyson: 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 Fourarms: (finding Kenny and Max tied up) Not much of a trap. Or was I supposed to think my family tied themselves up?
Future Kevin Levin: Oh, Ben. You always were too smart for me. Or was that the other way around?

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]

Stinkfly: Now you see me, now you don't.

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: Hi guys, this is Cooper, the grandson of an old Plumber buddy of mine, and...
(Gwen and Ben were fighting over the handphone)
Gwen Tennyson: Doofus! Give me it! You're wasting time!
Ben Tennyson: I heard it first, I get to call!

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)

Grandpa Max: Maybe Cooper should stay here.
Ben Tennyson: Don't worry, Grandpa, I'll look after him. He probably wants to see the Omnitrix in action anyway.

Ben Tennyson: Those chickens are gonna get fried!

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

Cooper Daniels: (about the Hypnotized Guards) Why'd they shoot at us? We're the good guys!
Gwen Tennyson: Yeah, we get that a lot.

XLR8: Okay, let me get this straight. The circus freaks break into the biggest bank in the world, but forget to steal any of the gold?

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!

Diamondhead: (after stopping the RustBucket) See? No problem.
Gwen Tennyson: (observing the damage) Tell that to the road crews!

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: (to the Negative Ten) Come on. I could whup you all with three arms tied behind my back!

Ben Tennyson: Who's hungry? Because I've got a couple of knuckle sandwiches right here! (Grandpa Max shoots off incoming aliens; Ben sighs) Thank you, Grandpa.

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?

Cooper Daniels: (hypnotized) Must obey, attack Tennysons!

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

Grandpa Max: Gwen, a little help here. Needs a push.

Charmcaster: (to Gwen) Ready for a little "spelling" contest?

Charmcaster: (yells at Gwen) You can't beat me, princess!

Grandpa Max: (has Animo in a headlock) Better call off your overgrown prairie dog, or you'll be the one who needs a doctor!

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!

Eye Guy: (makes fun of Clancy) Insect on ice. Now that's cold!

Driscoll: Now I shall be the Forever King of the world.

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

Upchuck: (makes fun of the Forever Knight ninja) Now who is seeing stars?

Forever King Driscoll: You have been a thorn on my side long enough, Ben Tennyson!

Ben Tennyson: Hey Grandpa, remember that hologram you made of us inside the Rust Bucket?
Grandpa Max: Yes.
Ben Tennyson: Well, how good 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: (regarding the RV) Can't this thing go any slower?
Gwen Tennyson: If we went any slower, we would miss the first day of school.
Ben Tennyson: Duh! That's the point!

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: This summer may not have turned out the way I planned, but I wouldn't have changed a single second of it.
Ben Tennyson: Me neither, Grandpa. (hugs)

Grandpa Max: Ben, I'm afraid you have to keep the Omnitrix our secret for now. The less people know, the better.
Ben Tennyson: Even mom and dad?
Grandpa Max: I'm afraid so.
Gwen Tennyson: From superhero back to plain old super-geek. Have fun back in school.

Ben Tennyson: So, I'll guess I'll-
Ben & Gwen: Smell you around!
Gwen Tennyson: I'd say I'd miss you, but-
Ben & Gwen: I wouldn't want to lie.

Gwen Tennyson: Have fun at school!

Ben Tennyson: Since time is money, I think it's time to double my allowance.

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

Ben Tennyson: (to Grandpa Max) Maybe if you had, you and dad will get along better.

Ben Tennyson: (to himself) You saved the world all summer, dude. How tough can 5th grade be?

Ben Tennyson: (about the school cafeteria food) Ugh. Never thought I'd miss grandpa's cooking!

Cash Murray: Lets play dodgeball! (explosion and Ben screams, robots appear)
Ben Tennyson: Could this day get any worse?

J.T.: (at the gym class fighting scene) Wait, where's Tennyson?
Cash Murray: Probably under the bleachers, crying like a baby.

Grandpa Max: (to Ben) And you remember what I told you.

Vilgax: Hello, Ben. Your father and I were just getting to know each other.

Ben Tennyson: Can this day get any worse?

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) 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.

Carl Tennyson: (after seeing the house in ruins) I suppose we should look on the bright side. Your mom did want to remodel.

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!

Ben Tennyson: What are you doing here?
Gwen Tennyson: ...Karate tournament was canceled.

Grandpa Max: Ben, he's indestructible!

Ben Tennyson: I can't let Vilgax get away with this.
Gwen Tennyson: Ben!

Vilgax: So much suffering. Are you prepared for more, Tennyson?
Ben, Max & Carl: You talking to me, ugly?
(Vilgax falls down but survives)
Vilgax: Heh heh heh.
Ben Tennyson: Grandpa?
Grandpa Max: Do it.
(Ben drops weapon)
Ben Tennyson: Goin' hero! (turns into XLR8)
Cash & J.T.: Tennyson, you're..
XLR8: ...every single one of those heroes.
(Vigax's robots attack and everyone dodges the attack)
Grandpa Max: (to Carl) Remember when I first taught you to drive?
Carl Tennyson: Yeah, kept crashing into stuff.
Grandpa Max: My point exactly.
(a big fight against Vilgax's robots start, Ben and the team beat the robots)
Vilgax: Prepare to suffer... my full wrath. (cylinders enter his body and XLR8 tries to attack him two times but fails)
XLR8: We gotta stop him once and for all!
Grandpa Max: Ben he's too strong!
Carl Tennyson: Maybe not. Remember when I asked you if you wanted to come to work with me?
(XLR8 stares at him, and everyone runs away. XLR8 runs to Vilgax)
XLR8: Fine! Destroy the town, but you'll never see me or the Omnitrix again. (runs away, but Vilgax chases)
Vilgax: No one escapes me that easily! (jumps down to gas pipe and walks in it, XLR8 jumps off)
XLR8: Knew you'd play follow the leader, loser. Dad!
Carl Tennyson: So much for all my hard work. (XLR8 picks up Carl and runs. They both survive)
XLR8: You did it!
Carl Tennyson: We did it
(J.T. and Cash looked surprised)
XLR8: I have one more thing to do. I'll be right back. (J.T. and Cash are hung by their underwear) I figured, since my secret's out...

(Ben sees Gwen in his classroom)
Ben Tennyson: Ah! What are you doing here?
Gwen Tennyson: I go here now. My dad just got a new job in Bellwood.
Ben Tennyson: Aww, man! (looks depressed)
Gwen Tennyson: I'm so gonna ace this class.
(ground shakes and Dr. Animo with his mutants appears)
Ben Tennyson: After we ace Animo and his mutants.

Teacher: Time for an early recess, don't you think, Ben?
Ben Tennyson: Yep, going hero!

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: I wish I was at the mall right now.

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.
Dr. Animo: Fool! In less than a minute, the world will get a lesson it will never forget! In the meantime, meet my latest creation.
(mutant hornet appears)
Eye Guy: Whoa! THATS an eyeful!
XLR8: Fine I'll run circles at that bug
Heatblast: Fine I'll Barbeque that bug.

Gwen Tennyson: Less chit-chat! More combat!

(Omnitrix turns green)
Ben Tennyson: All right! I got the green early!
Grandpa Max: Hold off now, Ben. We don't know what's going...
Ben Tennyson: But Animo's getting away! I can't catch him if I don't go hero. Stinkfly clear for takeoff! [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?

Gwen Tennyson: (holding up clothes) How do these make me look?
Ben Tennyson: Like a total--
(Grandpa Max covers Ben's mouth)

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?

Ben Tennyson: Wait, Tetrax is the creator!

Ben Tennyson: (flying into space) So this is what a pancake feels like!

Tetrax Shard: 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 Shard: ...Good point. Let's get started!

Tetrax Shard: Are you ready?
Ben Tennyson: Would "no" be an option?

Tetrax Shard: 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.

Gwen Tennyson: Ben! Are you okay?
Ben Tennyson: Uh, what? Mom, I don't want to go to school!
Gwen Tennyson: Yeah. He's okay.

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

Ben Tennyson: (flying in hoverboard simulation) 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 flies off hoverboard)

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 Shard: 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 Shard: No, most species love humans. They're considered quite a delicacy.

Myaxx: What's your problem?
Upchuck: That voice... you're not Vilgax, you're a girl!
Myaxx: Yeah, I know! (kicks Upchuck)
Upchuck: Ahhhhhhh!

Tetrax Shard: 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!

Myaxx: (in the ship and flying out of Incarcecon) We're not gonna make it!
Gwen Tennyson: She may have a point, you know.

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

Tetrax Shard: 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: (to Ben, about the Omnitrix) What have you using this for? Opening cans? Breaking rocks?
Gwen Tennyson: That sounds about right.

Myaxx: You didn't tell him?
Tetrax Shard: 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 Shard: 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 Shard: 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's spaceship from outside)
Tetrax Shard: 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.

Ben Tennyson: (flying small alien ship) It isn't so hard once you get used to it!

Ben Tennyson: (just learned how to fly a small alien ship) Oh yeah, now I got it!

Ben Tennyson: (flying the space pod) This is better than Sumo Slammer any day!

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

Vilgax: Hello, Ben.

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.

Ben Tennyson: (opening the cargo door) Say bye-bye, Vilgeek!

Tetrax Shard: (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 Shard: 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.

Gwen Tennyson: Come on! I know you can fly this thing.

Ben Tennyson: You're just trying to mess with me.

Ben Tennyson: Yeah! I work best under pressure.

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 Shard: 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 Shard: 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.

Vilgax: (to Azmuth) You will make me a more powerful device!

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."

Ben Tennyson: Normal? Who wants to be normal?! If you're not a hero, you're a zero!

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: Race Against Time[edit]

Heatblast: (Eon is going on a rampage in the town) Dude, what's with all the noise? People are trying to sleep here, guy. Can you wait for tomorrow to go on a rampage? Okay, this is the part where you tell me your name, what your evening intentions are, yada yada yada. Okay, I'll start,I'm Heatblast! (throws fireball at him)

Ben Tennyson: Boo!
Gwen Tennyson: Ahh!
Ben Tennyson: Hah, you totally just screamed like a girl.
Gwen Tennyson: Because I am a girl. (pushes Ben)
Ben Tennyson: Ahh!
Gwen Tennyson: Hah, you totally just screamed like a boy.

Gwen Tennyson: This isn't a mission, cuz. I don't have to look out for you at school.

Cash Murray: What's crackin', Lameson?

Ben Tennyson: (in gym class playing dodgeball) Nobody can get a scratch on Ben Tennsyon! (everyone throws dodgeball at Ben) Awwww, man! (someone throws ball at his face)

(after gym class, Ben goes to his locker and sees gum all over the sides of it)
Cash Murray: Hey, I thought you're supposed to chew the gum, Tennyson, not wear it.
Ben Tennyson: Clean it up!
Cash Murray: Why don't you make us!
J.T.: Oooh, you got him now, man.
Cash Murray: Can it, J.T.
(Ben crumbles the paper that he cleans the gum up with and throws it at Cash and J.T., but they duck and it hits the principal behind them)
Principal White: Tennyson.

Grey Matter: J.T. and Cash are gonna get theirs.

Grey Matter: (setting up prank in diner) Red goes to blue, blue goes to red, pie splattering on your head!

Ben Tennyson: Wow, has this been under here the whole time?
Gwen Tennyson: No, they just put it in last week. (rolls eyes)

Gwen Tennyson: (to Ben) On a scale of one to ten of the dumbest things you've ever done, I'd say this is a fifteen.

Grandpa Max: I promise I won't let anything happen to you.
Ben Tennyson: Good, 'cause I promise I won't let anything happen to you, too, Grandpa.

Sandra Tennyson: Where are they?
Carl Tennyson: Don't worry, honey. I'm sure Ben and Gwen are out there somewhere, getting sectioned...

Diamondhead: Gym class is in session. Today, we play pummel the creepy alien dude.

Diamondhead: (to Eon) Come on, let's get this finished once and for all.

Mrs. Dalton: Let's get plumbin'!

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.

(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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