Ben 10: Ultimate Alien (season 1)


 * Seasons: 1 2 3 4 | Main | Alien Force (1 2 3) / Ultimate Alien (1 2 3) / Omniverse (1 2 3 4 5 6 7 8) / Ben 10 (2017 Reboot)

The following is a list of quotes from the 1st season Ben 10: Ultimate Alien.

Fame

 * [Opening lines]
 * Jimmy Jones: The aliens are already among us, strange creatures with unbelievable powers. Aliens are real but that isn't the amazing part. This is: All of the creatures you've just seen are actually alter egos of one man. His name... is Ben Tennyson.
 * [The news footages shows clips from Kevin's Big Score, Pier Preassure and Save The Last Dance]
 * Kevin Levin: [smirking] You are so busted.


 * Gwen Tennyson: Every channel, Ben, all weekend, nothing but you wrecking things - and they know who you are.
 * Ben Tennyson: That's not my best angle. Nobody cares if I'm a superhero!
 * Kevin Levin: Super menace.


 * Ben Tennyson: Okay, maybe a few people care.
 * Kevin Levin: You should lie low for a while, maybe go to Julie's.
 * Gwen Tennyson: Good idea, but how do you get past them?
 * Ben Tennyson: Yeah. It's hero time!
 * Humungousaur: Humungousaur! (Roars at the reporters to scare them away)
 * [After Humungousaur scares off the reporters]
 * Kevin Levin: You should have used one of your new Ultimate transformations.
 * Ben Tennyson: I wanted to scare them, not me.


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


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


 * Gwen: What's this?
 * Jimmy: I thought it's Mr. Tennyson. It showed up a few months ago at Orlando.
 * Ben Tennyson: Road trip?
 * Gwen Tennyson: We can borrow Ship from Julie.
 * Kevin Levin: Don't have to. We'll take the Rustbucket.
 * Ben Tennyson: You want to drive all the way to Florida?
 * Kevin Levin: Not that Rustbucket. The new one.


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


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


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


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


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


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


 * Colonel Rozum: Let him out.
 * Ben Tennyson: How did you...
 * Gwen Tennyson: We showed him these.
 * Colonel Rozum: Even though The Plumbers are secret, every government on Earth recognizes your authority in these matters.
 * Kevin Levin: Turns out NASA has a problem.
 * Colonel Rozum: A problem I understand is right up your alley. It's called the Orion. It's capable of traveling at 15% of the speed of light.
 * Kevin Levin: whistles How?
 * Colonel Rozum: Nuclear pulse drive. Once clear of the earth, a series of atomic bombs explode, propelling it through space.
 * Ben Tennyson: Whoa.
 * Colonel Rozum: We've been building her for over 50 years. But now, only months from completion, a series of robberies has practically shut us down.
 * Gwen Tennyson: Robberies?
 * Colonel Rozum: A creature comes in here every night and steals pieces of the ship. Nothing we've tried can stop it. I'm hoping maybe you people will have more luck.
 * Ultimatrix: Uncataloged DNA detected. Function not available. Please stand by. Function not available. Please stand by.
 * Kevin Levin: We can't let you leave unless you show us a receipt.
 * Gwen Tennyson: Who are you? What do you...
 * Ben Tennyson: Hey! Seafood salad! Over here! That worked a lot better in my head.
 * Ultimatrix: Function not available. Please stand by.
 * Ben Tennyson: Oh, man! I don't suppose you want to talk about this?
 * Ultimatrix: Unknown DNA sample acquired. Scan complete.


 * Ben Tennyson: Now I get it. He's doing the same thing you always do, Kevin.
 * Kevin Levin: Stealing?
 * Ben Tennyson: I thing he's just trying to fix up his ship. Am I right?
 * Bivalvan: You are correct. Now leave me be. I want to go home, and I am two minutes from launch.
 * Gwen Tennyson: If you launch your ship, the explosion will destroy all of Central Florida.
 * Bivalvan: I'm not sure I see your point.


 * Kevin Levin: Killing a couple of million people is not cool.
 * Ben Tennyson: We can't let you do it!
 * Kevin Levin: Also, there's some good theme-parks here. [Gwen and Ben look at him]
 * Bivalvan: You would stand in my way?
 * Gwen Tennyson: That cable's live. If I drop the shield, it'll fry us.


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


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

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 * (After the Ultimatrix has finished scanning his DNA)
 * Bivalvan: ''angrily What did you do?
 * Ben Tennyson: Oh, now you want to talk. (Activates the Ultimatrix and transforms into Chromastone)
 * Chromastone: Chromastone! I wasn't even sure I still had this one.
 * Gwen Tennyson: Ben, are you okay?
 * Colonel Rozum: We've got a big problem, son. The first few times that thing came in here, it stole shielding, a control system, timing sequencers.
 * Gwen Tennyson: But this time?
 * Colonel Rozum: This time he took the engine.
 * Ben Tennyson: And by engine, you mean...
 * Colonel Rozum: A nuclear bomb. Yes.
 * Ben Tennyson: Come on, guys, anything? You've been at this for...
 * Kevin Levin: 15 minutes. And, yeah, we found a bomb. It looks like it's underwater.
 * Gwen Tennyson: I can get us there.

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 * Spidermonkey: Spidermonkey!
 * Kevin Levin: Don't touch it.
 * Gwen Tennyson: Stop the clam guy. We'll think of something.
 * Kevin Levin: We will?
 * Spidermonkey: A face full of web ought to slow you down. Whoa! Whoa!
 * Bivalvan: There is nothing that you can do to stop me.
 * Spidermonkey: Maybe not me. But my new Ultimatrix comes with some new features. There's a time to go hero, and there's a time to go ultimate! [He turns into Ultimate Spidermonkey]
 * Ultimate Spidermonkey': Ultimate Spidermonkey! Give up?

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 * (after Ultimate Spidermonkey defeats Bivalvan)
 * Bivalvan: Why should I?
 * Ultimate Spidermonkey: (realizes) The bomb!
 * (the bomb's timer stops ticking at 10 seconds)
 * Kevin Levin: Got it! With ten seconds to spare.
 * Ultimate Spidermonkey: You did that on purpose!
 * Gwen Tennyson: You okay?
 * Ben Tennyson: Y-yeah, that's a little different.

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

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

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

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

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 * J.T.: [to Ben] You've helped a lot of people in this school. You're all right, Tennyson.
 * [Ben smiles as the rest of the students continue applauding him for his heroism and his newly found fame.]

Duped

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

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 * King Urian: Explain yourselves.
 * Forever Knight #1: We attempted to show initiative, King Urian.
 * King Urian: And by doing so, you revealed our intentions to our enemies and lost our sole remaining plasma-beam tank.
 * Forever Knight #2: We didn't lose it, sire. It's right outside the museum. Ben Tennyson tore it into tiny pieces but...
 * Forever Knight #1: We know EXACTLY where... [chuckles slightly] Actually, it's almost funny when you think about it.
 * King Urian: Do you know what else amuses?
 * King Urian: I can see that if I'm ever to restore the honor of this pathetic organization, it will require a more hands-on approach.

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

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

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 * Echo Echo: [after transforming, multiplies himself into three of him] Echo Echo! Okay, Set Your Ultimatrix To Human And Follow My Lead. [the two tilt their Ultimatrix symbols to the right] On the count of Ten. One, Two, TEN! [The three Echo Echoes revert back to their human forms]
 * Ben Tennyson: I didn't really think that was going to work.
 * Ben Clone 2: Why not? You're a smart guy. You don't give yourself enough credit for that.
 * Ben Clone 3: I don't know. I think you're kind of a dope.
 * Ben Tennyson: Yeah? Well, THIS dope's going to see "Sumo Slammers."
 * Ben Clone 2: You work hard. You deserve to treat yourself every now and then. Tell you what, I'll go with Kevin and keep an eye out for those Forever Knights.
 * Ben Tennyson: Perfect. And YOU...
 * Ben Clone 3: What?
 * Ben Clone 2: We were thinking you could go watch Julie play in the tournament. After all, she's always so nice to us. It's only right that we...
 * Ben Clone 3: Yeah, fine, whatevs.

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 * Gwen Tennyson: Where have you been? Julie's match is about to start.
 * Ben Clone 3: I'm here. Why don't you put a sock in it?
 * Gwen Tennyson: Whoa. What's with all the attitude?
 * Ben Clone 3: A Ben classic. Miss me?
 * Ben Clone 2: Hello, Kevin. Hope I didn't keep you waiting.
 * Kevin Levin: Didn't I just see you with Gwen?
 * Ben Clone 2: I guess so. Didn't you want to go investigate the Forever Knights robbery?
 * Kevin Levin: Yeah, but Gwen's pretty mad at you. You better...
 * Ben Clone 2: Gwen might SEEM inflexible, but her heart is as big as all outdoors. She'll forgive my transgression.
 * Kevin Levin: Gwen will forgive you? Gwen Tennyson?
 * Ben Clone 2: This mission's important to you, and you're important to me, my good friend. Let's go.
 * Kevin Levin: [to himself] Somethin's definitely wrong here, but so far it's workin' out for me.
 * Ben Tennyson: [peeking out] Julie's covered, Kevin's covered, and I'm off to the movies.
 * King Urian: Onward, my knights. This time, nothing will stop us from gaining power beyond all reckoning.

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 * Ben Clone 3: Go Julie! WHOO HOO! Julie Yamamoto is number 1, baby! HOO! HOO! HOO! (Gwen pulls him down) What?
 * Gwen Tennyson: You're embarrassing her!
 * Ben Clone 3: She loves the attention.
 * Gwen Tennyson: No, she doesn't.
 * (Julie looks down)
 * Ben Clone 3: My bad. (Gwen looks back at the match; gets up, yelling to Julie's tennis opponent) Hey, other girl! You're a terrible tennis player and my girlfriend's gonna kick your butt!
 * (silence, then the crowd starts yelling)
 * Referee: What's happening up there!
 * Julie Yamamoto: Uh, that's my... boyfriend.
 * Referee: (sarcastically) You must be very proud.

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 * Ben Clone 3: Come on, it's just a dumb old tennis game! Besides, she was supposed to lose, anyway! Heh. Sound really carries in here.

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 * Reporter: Ben, any comment on Will Harangue's editorials? He says you're a menace!
 * Ben Clone 3: Yeah? I say TV's a dead medium. (reporter looks disappointed/miserable) Sorry, man, you know it's true!
 * Girl: I'm your biggest fan!
 * Ben Clone 3: Hey, that makes 2 of us.
 * Girl: Is that really your girlfriend on the court?
 * Ben Clone 3: Hey, things cha-- (Gwen hits him with a magic beam) Ow! What? I'm just having fun.

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

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

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

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

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

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

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

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

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

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

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

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 * Ben Tennyson: (after obliterating the Forever Knight's armor into pieces) Rest in pieces! Hey, Kevin. You're totally right about the smack-talking.

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 * Ben Tennyson: Huh?
 * kevin Levin: [ grunts ] Your turn.
 * King Urian: You've gone back from three to one. Really, Tennyson, haven't you learned there's safety in numbers?
 * Ben Tennyson: You'd think so.
 * Lodestar: Lodestar!
 * King Urian: I can't move! What black magic is this?
 * Lodestar: No magic. Just my natural magnetism. Which isn't to say you're not every bit as attractive.
 * Kevin Levin: Every time. (faints)
 * King Urian: N-o-o-o-o-o-o-o-o!

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

Hit 'Em Where They Live
Note: Gwen takes on her dormant Anodite form since War of The Worlds Part 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 * Ben Tennyson: [angry at Gwen after hearing that she failed for letting Sandra get kidnapped] You lost her? You lost her?! You were supposed to protect her!
 * Gwen Tenyson: I tried, Ben! I'm… I'm sorry.
 * Ben Tennyson: "Sorry" doesn't get my mother back.
 * Kevin Levin: Cut her some slack. She feels bad enough.
 * Ben Tennyson: It's not your mother they kidnapped.
 * Kevin Levin: If it was, I wouldn't stand here blaming people. I'd go get her back!
 * Ben Tennyson: I'm sorry, Gwen.
 * Gwen Tennyson: We'll find her.
 * Kevin Levin: How? Tracking device, Gwen's spells?
 * Ben Tennyson: She was taken by Zombozo. So I know exactly where to look.

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

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 * Ben Tennyson: [as he faces Vulkanus in the Hall of Mirrors] Shouldn't try to sneak up on someone in a Hall of Mirrors. [turns into Big Chill]
 * Big Chill: Big Chill! Where's my mother, Vulkanus?

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

<hr width="50%"/>
 * (Gwen struggling)
 * Zombozo: Oh Gwenny Gwenny Gwenny Gwenny! You're wasting your strength! My streamers are like steel! So many ways to finish you. What to do, ooh what to do?
 * (Later)
 * Gwen Tennyson: Woah! (Eyes open glowing pink, and Gwen breaks out of streamers)
 * Zombozo: How did you-?
 * Gwen Tennyson: [Very angry] You have no idea who you're dealing with!
 * Zombozo: We've seen what your cousin can do.
 * Gwen Tennyson: I'm not talking about him! I want you to listen to me then pass the word to EVERY lowlife you know. If you want to come after Ben or Kevin or me, fine! That's the life we chose! I'm talking to you! Look at me! [transforms into her Anodite form] Look at me!! As of right now, the Tennyson family is off-limits!! If any of you ever attacks one of our loved ones or hurts one of our loved ones or even BUMPS into someone we love in the street, THIS is what awaits you!!! [Zombozo screams off-screen]

<hr width="50%"/>
 * Gwen Tennyson: (eating cotton candy) (to Sandra) You're sure you don't want any?
 * Sandra Tennyson: Thank you dear but processed sugar is poison.
 * (Ben and Kevin show up crashing through a wall)
 * Gwen Tennyson: Hey guys!
 * Ben Tennyson: Gwen, Mom! Are you alright?
 * Sandra Tennyson: I'm fine dear just a little concerned about Gwen's diet.
 * Kevin Levin: Where's Zombozo?
 * Gwen Tennyson: (was about to take a bite on her cotton candy but stops) You don't have to worry about him anymore, we came to an understanding.

Video Games

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

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 * Gwen: [To Kevin] You are unbelievable!
 * Ben: [To Gwen and Kevin] You'll never guess what happened to me today.
 * Kevin: [To Gwen, ignoring Ben] What? I'm trying to teach you to drive. Now i'm the bad guy?
 * Gwen: You are the worst teacher ever!
 * Kevin: If you want to be mad at me, fine, but don't take it out in the car.
 * Ben: So i'm fighting Ssserpent right and after I clean his clock--
 * Kevin: Look Gwen. You've got to treat a car like you treat a woman.
 * Gwen: Go on.
 * Kevin: [Paused] No. I sense I've made a mistake of some kind.
 * Ben: I'm going to be in a video game-- the "Ben 10" video game.

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 * Oliver: Okay Ben Tennyson. Are you ready for your close-up?
 * Ben: [steps out and wearing a blue motion capture suit] Sure. What kind of game is it going to be? Platform, handheld, or PC? FPS, RPG, no wait-- an MMO?
 * Kevin: [coughs] Dork.
 * Oliver: Before we can make any kind of game, we have to scan your movements into the computer. The suit you're wearing will help us with that.
 * Ben: So whatever I do will be in the game?
 * Oliver: Whatever all of your transformations do.
 * Ben: Then what are we waiting for? [Activates the Ultimatrix and turns into Humungousaur]
 * Humungousaur: Humungousaur! [Performs]

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 * Kevin: (While Ben shows his moves for the video game) It's like a big nerdy traffic accident. I shouldn't look, but I can't turn away.
 * [Humungousaur was practicin with his moves until he accidentally removes a white ball]
 * Humungousaur: One of my balls fell off.
 * Oliver: That's OK. Try another form.
 * [Humungousaur switches into Nanomech]
 * Nanomech: Nanomech!
 * Oliver: Are you invisible?
 * Nanomech: No. I'm down here.
 * Kevin: The little guy? Lame.

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

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 * (Gwen jumps over a bridge with Spidermonkey on the roof)
 * Spidermonkey: [In regards to the Stalker] Maybe it can stop Spidermonkey, but it won't stop... [Switched into Swampfire]
 * Swampfire: Swampfire! That's was not who I was goin for. I was goin' for Chromastone. I can still make this work.

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 * (Ben turns into Cannonbolt)
 * Cannonbolt: Cannonbolt!
 * (Cannonbolt prepares to battle the Stalker who then shot a sticky slime like substance on the road and Cannonbolt got stuck in it)
 * Cannonbolt: It's like a 24 everything.
 * (The Stalker hits Cannonbolt with one of it's legs and Cannonbolt got crashed into a house. Cannonbolt then switches into Big Chill)
 * Big Chill: Big Chill! Are you ready for this? (Frozed the Stalker with his ice breath. The Stalker then used heat to unfreeze itself) Yes it is.
 * Mr. Webb: Uh, Ms. Tennyson I need a ride back to the DMV.
 * Gwen: I'll take you back as soon as I...
 * Mr. Webb: Not from you! I just want to borrow your phone so I can call a cab.
 * Big Chill: I don't have much power left in the Ultimatrix, but I have 1 left. (Switched into Lodestar)
 * Lodestar: Lodestar!
 * (Lodestar uses his magnetic powers to tear the Stalker, but it doesn't break)

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 * Humungousaur: You scouted all my moves. The computer game scanning. That's how you did it. Think Ben. Think of the moves he hadn't scanned. Like from Sumo Slammers Tournament Edition!
 * [Humungousaur then push his hands back and forth at the Stalker]
 * Nanomech: Nanomech! Um... now what?
 * [Gwen handed Kevin a straw. Kevin groans]
 * Kevin: Ben cooties.
 * Gwen: Do it!
 * [Kevin sucks Nanomech with a straw and blows him into the Stalker]
 * Nanomech: What should I break?
 * Gwen: Everything!
 * (Nanomech disable everything inside the Stalker)
 * Nanomech: I wonder what happens when I cross these. [Disabled the Stalker]

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 * Will Harangue: [Speaking to Ben through the Stalker] Any last words?
 * Ben: None that I'm allowed to say on television.  [Activates the Ultimatrix and turns again into the Humungousaur] 


 * Humungousaur: Humungousaur!

<hr width="50%"/>
 * Way Big: Looking for this?  [Way Big crushed by Stalker]  Oops.

<hr width="50%"/>
 * Will Harangue: So, at the end of it all, ben tries to free me for the damage at the Washington Mall.
 * Will Harangue: That's the way his kind twists the facts.
 * Will Harangue: But I'm not angry about that, for the hundred seventy million dollars of my own money that I spent.
 * Will Harangue: It's a small price to pay in the pursuit of freedom.
 * Will Harangue: But his childish vandalism of my classic car?! It show's what kind of sick, depraved...
 * Kevin: Dude, his car?!
 * Gwen: [enters the house with her driver's license] I passed my driving test!

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 * Kevin: I'll drive. What? Just because you got your license it's not like I'm gonna- [Gwen spits a wad at him, Kevin gives Gwen his keys, Gwen runs out of the door]
 * Ben: I got shotgun.
 * Kevin: No way I'm sitting in the back.
 * Humungousaur: It's me you're after, Harangue.
 * Will Harangue: Right you are.
 * Will Harangue: Better wrap this up.

Escape from Aggregor

 * Four Arms: [angrily] That all you got?
 * Dr. Animo: Oh, hardly, my dear Ben Tennyson. I've got the Yeti's mind!
 * Dr. Animo: I, Dr. Animo, control the Yeti's every move. And, I, Dr. Animo...
 * Kevin Levin: [bored] Dude, stop saying your name. We know who you are.
 * Dr. Animo: I, Dr -- duh, have activated my devolution bomb, which shall turn everyone within range of its blast into a yeti!  [Dr. Animo laugh evilly mainiacly]
 * Fourarms: Seriously? That's your plan?
 * Gwen Tennyson: Kinda reminds me of the old days.
 * Kevin Levin: What? Stupid plans? Guess so.
 * Dr. Animo: Shellfish on ice? Delicious!

<hr width="50%"/>
 * Dr. Animo: [is captured by Brainstorm] Aah, but you've forgotten one thing! My bomb is still going to go off, and there's nothing you can- [Sees his bomb has been dismantled]
 * Kevin Levin: Yeah, taken care of.

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

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

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

<hr width="50%"/>
 * Gwen Tennyson: Don't you think it's kind of weird how this creature hasn't actually harmed anyone?
 * Kevin Levin: Not weird, just lucky.
 * Gwen Tennyson: Really? Even though it easily could have? It just demolished buildings, cars, inanimate objects. No one's that lucky.
 * Big Chill: What? You think it's another baby alien?
 * Kevin Levin: I am never changing a giant diaper again!

<hr width="50%"/>
 * Galapagus: I had no idea how to find you, oh great Ben Tennyson, so I thought if I went on a rampage, the famous hero of Earth would eventually show up to stop me - and here you are.
 * Gwen Tennyson: Happy?
 * Ultimate Big Chill: I have a phone number, you know.

<hr width="50%"/>
 * Ben Tennyson: Why do you need my help? You can obviously handle yourself in a fight, mister...eh....
 * Galapagus: Galapagus. Violence is not the way of my people.
 * Ben Tennyson: [sees the destruction Galapagus caused] Coulda fooled me.

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

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

<hr width="50%"/>
 * P'andor: We've got our powers back! Let's use them to take over!
 * Ra'ad: You mean we've got our powers back.
 * Bivalvan: You're still trapped inside that suit. You can't really use yours. [P'andor grabs his arm and starts burning it]
 * P'andor: [Releases Bivalvan and walks away] Now, who's with me?

<hr width="50%"/>
 * Galapagus: After you absorb our powers, you're gonna let us go, right?
 * Aggregor: After I absorb your powers, there won't be anything left of you.

<hr width="50%"/>
 * Ra'ad: [After Andreas tears open another wall] Seriously, Andreas, stop smashing open the ship! I like breathing!

<hr width="50%"/>
 * Aggregor: When Osmosians absorb the energy of other life forms, we only gain one tenth of that creatures abilities, but I have a better way. I've built a machine back on my home planet that will allow me to absorb ALL of your powers.
 * [Galapagus has appearantly betrayed the rest]
 * Andreas: Turtle-face stole our powers?
 * Aggregor: Turtle-face neutralized your powers. I am going to steal them.
 * P'andor: [angrily] Traitor! [Tries to attack Galapagus, but like the others, he is subdued by Aggregor's guards]
 * Aggregor: Once I have all your powers combined, nothing can stop me from attaining the ultimate prize!
 * Galapagus: Except me! You promised to release me if I helped you capture the others!
 * Aggregor: I lied.
 * Galapagus: What a coincidence, I lied too. [Throws the power-surpressing device at Aggregor, defeats him and then takes out the guards]
 * Bivalvan: [about Galapagus] I'm following that guy.

<hr width="50%"/>
 * Galapagus: [Finishes his story] ...And I haven't seen any of them since.
 * Ben Tennyson: That's the crash site in Florida where we found Bivalvan!
 * Galapagus: He's still there?
 * Kevin Levin: Nah-ah, Plumbers took him off-world.
 * Ben Tennyson: He tried to fix the escape pod, but there was a little trouble-
 * Kevin: "A little"?
 * Ben Tennyson: So we helped him get home.
 * Gwen Tennyson: And now it's your turn.
 * Galapagus: I am profoundly grateful to you.

<hr width="50%"/>
 * [Galapagus is taken from Earth by a Plumber's ship]
 * Galapagus: I can't thank you Plumbers enough for taking me home.
 * Aggregor: Who says you're going home? [Takes off his helmet, revealing himself to be Aggregor]

Too Hot to Handle

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

<hr width="50%"/>
 * Gwen Tennyson: [about Kevin] It's not like him not to call.
 * Ben Tennyson: What do you mean? It's totally like him not to call.
 * Gwen Tennyson: I mean not to call me!
 * Ben Tennyson: Oh.

<hr width="50%"/>
 * P'andor: Time to finish the job you started, Osmosian.
 * Kevin Levin: How stupid do you think I am?
 * Surgeon: Stupid enough to get caught.
 * Buzz: Stupid enough to pass off a million bucks.
 * Hammer: Stupid enough to take us on.
 * Buzz: Come on, you lousy freak!
 * Hammer: What are you? Afraid?
 * Surgeon: Your little girlfriend would put more of a fight.
 * [Kevin, angered, absorbs the Taedenite, shifted his arms to blades, and blindly tries to attack the gang, but instead strikes P'andor when he intercepts]
 * P'andor: Also, you're stupid enough to do that. [P'andor escape his broken armor] Free! At last! No longer bound by the shackles of that armour!

<hr width="50%"/>
 * Surgeon: This mean we're not getting paid?
 * [P'andor blasts them]
 * Hammer: That's a "no."

<hr width="50%"/>
 * Ben Tennyson: I hate to take sides but... Kevin's right.
 * Gwen Tennyson: [speaking simultaneously with Kevin] He is?
 * Kevin Levin: I am?
 * Ben Tennyson: Well, half right. We need to go back there... to investigate.
 * Kevin Levin: Fine. We'll investigate, then we'll pound him!

<hr width="50%"/>
 * Kevin Levin: [shoving Gwen out of the way] Don't.
 * Gwen Tennyson: What are you doing?
 * Kevin Levin: I'm telling you. You do not want to bust that thing open.
 * Gwen Tennyson: Busting things is YOUR job. I was just trying to read the armor, figure out how it works.

<hr width="50%"/>
 * Gwen Tennyson: Kevin, are you alright?
 * Kevin Levin: I thought you were mad at me.
 * Ben Tennyson: More like afraid you were gonna do something stupid.
 * Kevin Levin: [Sees P'andor flying around] Good call.
 * Ben Tennyson: Nothing I can handle! (Ultimatrix turns yellow)
 * Ultimatrix: Uncatalogued DNA Detected.
 * Ben Tennyson: Not now!
 * Gwen Tennyson: He's just celebrating. He hasn't done anything. (Catches up with P'andor)

<hr width="50%"/>
 * Gwen Tennyson: We should try talking before we start hitting.
 * Kevin Levin: Works better for me the other way around!

<hr width="50%"/>
 * Kevin Levin: [hit on head by debris] Ow!
 * Ultimate Humungousaur: Sorry.
 * Kevin Levin: I totally forgive you. Anybody can make a mistake.
 * Gwen Tennyson: Like leaving the taedanite behind?
 * Kevin Levin: For instance.
 * Ultimate Humungousaur: P'andor got away with the drill.
 * Gwen Tennyson: Only because you guys have been thinking with your fists instead of your brains.

<hr width="50%"/>
 * Water Hazard: P'andor! It's me.
 * P'andor: Bivalvan? I thought you already gone home?
 * Water Hazard: This planet is a waste of time. Take some advice from a friend and go home.
 * P'andor: This does not concern you.

<hr width="50%"/>
 * Kevin Levin: Forget it, Gwen. Radiation level's in the red. Get out now!
 * Gwen Tennyson: I can do this.
 * Kevin Levin: I know you can, but you're not protected like me and Ben.
 * Gwen Tennyson: But...
 * Kevin Levin: Think with your brains, not your fists. That's my job.
 * Gwen Tennyson: Okay.

<hr width="50%"/>
 * Jetray: [to himself] So, how can you stop an alien you can't even touch? What would Gwen do? Make friends with him. THAT'S stupid. Or maybe not. He's already got friends on Earth...

<hr width="50%"/>
 * Jetray: [After flying through P'andor] Whoa! P'andor you can't stay on earth. Your radiation will eventually kill us. [he fires lazer beams from his eyes at P'andor, but he absorbs it]
 * P'andor: I appreciate this snack, Aerophibian. [he fires an energy blast at Jetray sending him flying right into a rock wall] But I sense a full meal nearby.

<hr width="50%"/>
 * (After it's revealed that Kevin was right about P'andor)
 * Gwen Tennyson: Go ahead. Say "I told you so".
 * Kevin Levin: Forget it. You're almost always right and you never call me on it.

<hr width="50%"/>
 * (After being captured by Aggregor)
 * Aggregor: Did you really think you could escape from me?!
 * (P'andor gets shocked)
 * P'andor: (Groans) Aggregor.

Andreas' Fault

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

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

<hr width="50%"/>
 * Ben Tennyson: Wait! I bought a goat action figure!

<hr width="50%"/>
 * Ben: [to a reporter] The idea that I'm a trouble magnet is… [several Forever Knights bust through the window] Aw nuts! THERE'S A DOOR RIGHT THERE!
 * Gwen: After you're done with your interview.
 * [Ben turned into Spidermonkey]
 * Spidermonkey: Spidermonkey! (The fans cheered at him)
 * [The Forever Knights then stole a smoothy machine]
 * Gwen: Just to be sure we're seeing the same thing. Are the Forever Knights stealing a smoothy machine?
 * Kevin: Thirsty?
 * [One of the Forever Knights is looking at bag of smoothy cups and grabbed the employee & lift him in the air]
 * Forever Knight #1: It said Ben 10 flavors. I'll make out 9 souvenir cups. (Sliced a cardboard statue of Ben with his sword)
 * Spidermonkey: Hey! I was going to ask the store if I can have it.
 * [Spidermonkey jumped on the wall and hung on the wall ceiling to push the Forever Knight from behind]

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 * Mrs. Jones: [enters her son's bedroom] Jimmy, are you ready for gymnastics class?
 * Jimmy Jones: I'm not going to gymnastics class! I'm trying to help solve a mystery!
 * Mrs. Jones: Young man, you will do a healthy physical activity at least four days a week, or no computer. Do you understand?
 * Jimmy Jones: Mom!

<hr width="50%"/>
 * Kevin Levin: Okay, nerds, I'm out of cookies. What about the Forever Knights?

<hr width="50%"/>
 * Kevin Levin: Alright, Argit, what's the scam?"
 * Argit: Scam? Oh, I'm hurt. I'm deeply hurt. That an old friend like you would think badly of me, especially after I've gone through the trouble of collecting all the money I owe you.
 * Kevin Levin: [picking up the stack of money] Hello, beautiful.
 * Gwen Tennyson: Kevin!
 * Kevin Levin: Right. There's gotta be a catch. Look, you know I love money more than anything in the world...
 * Gwen Tennyson: [put off] What did you say?
 * Kevin Levin: ALMOST anything in the world.

<hr width="50%"/>
 * Sir Dagonet: I, Sir Dagonet, am here to restore the honor of the Forever Knights, which you have sullied with your alien filth.
 * Kevin Levin: You shouldn't have sullied him, man.

<hr width="50%"/>
 * Argit: So, bottom line, you want me to stop being king of this castle and, instead, go live in a dungeon?... Yeah. I'm gonna say "No, thanks." See, all these knights in here, they work for ME. Now, you come in here and you try to tell ME what to do? I say - "You and what army?"
 * Sir Dagonet: KNIGHTS!
 * [Forever Knights turn on Argit]
 * Ben Tennyson: THAT army.

<hr width="50%"/>
 * Sir Dagonet: [conducting Andreas' inquisition] In accordance with Forever Knight law, any alien who dares to set foot or claw or pseudopod upon our planet shall be executed.

<hr width="50%"/>
 * Argit: If you guys had busted into action when Nighty McKnighterson came in, we'd all be dead.
 * Kevin Levin: I think I still have one of your quills in my butt.
 * Gwen Tennyson: [coldly] Oh, I'm surprised your money didn't protect you.
 * Kevin Levin: [to Ben] Is she EVER going to drop that?
 * Ben Tennyson: Nope. Never.

<hr width="50%"/>
 * Andreas: [hugging Kevin] You're nice. Andreas sorry for shaking you.
 * Kevin Levin: [struggling to breathe] Ohh... All right, buddy.

<hr width="50%"/>
 * Gwen Tennyson: [about Andreas] He's scared. How do you stop him?
 * Argit: Stop him? I just let him go until he knocks down the building. Then I give him a burrito.
 * Gwen Tennyson: [sarcastically] Ugh. You are so helpful.

<hr width="50%"/>
 * Argit: [after the Forever Knights mansion is destroyed by Andreas] Oh no. I've lost everything! Do you know how much money I had in there?!
 * Kevin Levin: [angrily] He trusted you! He loved you! And what did you do? You USED him! You used his feelings for you and... now he's gone.
 * Argit: [coldly] Sometimes I don't get you Kevin. None of you.
 * Gwen Tennyson: No, you wouldn't.

<hr width="50%/>
 * Kevin Levin: Andreas set up countervibrations that absorbed most of the blast. He saved us.
 * Ben Tennyson: He saved everyone.

<hr width="50%"/>
 * Aggregor: 4 down and 1 to go. Then the fun begins.

Fused
Note: Sixteen-year-old Gwen uses her exceptionally strong magical powers for the first time, though a nonverbal teleportation spell.

<hr width80%>
 * Ben Tennyson: Ha... wha... who ... what was that?
 * Kevin Levin: Relax, hero.
 * Ra'ad: Where have you taken me?
 * Kevin Levin: Welcome to Los Soledad - abandoned top secret research lab and gateway to nowhere.
 * Ben Tennyson: I'm Ben Tennyson. Didn't get a chance to introduce myself earlier, what with that whole attacking me thing you did.

<hr width="50%"/>
 * Ben Tennyson: Your friends are all safe. The Plumbers took them back to their home planets.
 * Ra'ad: Wrong! You led Aggregor right to them, and the Plumbers' sad fate is also on your hands.
 * Ben Tennyson: Aggregor?
 * Gwen Tennyson: Galapagus told us about him, remember? He's the guy those aliens were hiding from.
 * Kevin Levin: He can absorb things just like me.
 * Ra'ad: And you are wondering, Kevin Levin, if Aggregor is an Osmosian also just like you.
 * Kevin Levin: How'd you know what I was thinking?
 * Ra'ad: I am an Amperi. We are masters of the electromagnetic spectrum. Your thoughts are but electric pulses. I can read them with ease.
 * Gwen Tennyson: Kevin, if Aggregor is like you…
 * Ra'ad: He is. Like all Osmosians, Aggregor can absorb matter, energy, or the powers of any living creature.
 * Ben Tennyson: All right, mind-reader. What's Aggregor's plan?
 * Ra'ad: When he catches me, he will absorb my powers and those of the other four prisoners. That combination will make him the most powerful being in this galaxy.
 * Ben Tennyson: Then we can't let that happen. Work with us, Ra'ad. Help us stop him.
 * Ra'ad: A most generous offer. I accept.

<hr width="50%"/>
 * (Kevin complains about Aggregor's roof entrance)
 * Kevin Levin: Again with the roof, didn't you ever heard using the door.

<hr width="50%"/>
 * [Aggregor pulls out a weapon]
 * Ben Tennyson: Boy, I hope that's not one of those alien probes you read about.

<hr width="50%"/>
 * (Kevin confronts Aggregor)
 * Aggregor: You're out of your depth, Hatchling.
 * Kevin Levin: Look, you don't scare me. I'm an Osmosian just like you.
 * Aggregor: No, not like me. Not even close.
 * (Aggregor beats Kevin aside easily)

<hr width="50%"/>
 * AmpFibian: Problem is Aggregor won't give up. He'll come after us.
 * Ra'ad: And when he does, you had better be ready!
 * Kevin Levin: What do you mean "you?"
 * AmpFibian: "We." We meant "we." "I" meant we. [quietly to himself] That was weird.

<hr width="50%"/>
 * Gwen Tennyson: Kevin! Reboot the Ultimatrix and do it fast!
 * Kevin Levin: I'll try, but if it doesn't work...
 * Gwen Tennyson: It has to work, Kevin! I can sense Ben's spirit fading. If we don't get him back in his body fast, Ra'ad will take over and we'll lose Ben forever!

<hr width="50%"/>
 * Ra'ad: If you reactivate the Ultimatrix, Aggregor will find me! He will destroy us all!
 * Gwen Tennyson: We'll take our chances.

<hr width="50%"/>
 * Kevin Levin: [to Ra'ad] The one guy who tried to help you is dying in there, but that's okay with you, isn't it? I don't need to read minds to know what you think. I used to be just like you. So, go. Run! Steal whatever time it buys you, coward!

<hr width="50%"/>
 * [After Aggregor recaptures Ra'ad…]
 * Kevin Levin: At least I don't have to worry about getting the roof fixed.
 * Ben Tennyson: What happened to Ra'ad?
 * Gwen Tennyson: Aggregor got him, like Ra'ad said he would.
 * Ben Tennyson: He gave himself up for me?
 * Kevin Levin: Guess he wasn't a total jerk after all.
 * Gwen Tennyson: What do we do now?
 * Kevin Levin: Nothing to do. Aggregor has all five of the aliens. Game's over.
 * Ben Tennyson: It's not a game and it's not over. I'm going to stop him. The Ultimatrix has scanned all five of the aliens, and I'm going to use their powers to save them.
 * Aggregor: How noble.
 * Aggregor: Not until I'm completely done with him. Aaaaaaaaaah!
 * Aggregor: Enjoy your respite, brief though it will be. No one escapes from Aggregor.
 * Aggregor: I couldn't agree more.
 * Aggregor: Lock on to Ben Tennyson's Ultimatrix. Unable to locate.
 * Aggregor: Nonsense. He didn't leave the planet! Find Ben Tennyson.

Hero Time

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

<hr width="50%"/>
 * Spidermonkey: (staring at the thug holding Nocturne) So... how are we going to do this?
 * Thug: Nobody said anything about blue monkeys! I'm outta here!

<hr width="50%"/>
 * Ben Tennyson: (switches from Spidermonkey to himself) Captain Nemesis? I'm your biggest fan!
 * Jennifer Nocturne: No, I'm your biggest fan, Ben Tennyson! (kisses him, as the camera flashes)

<hr width="50%"/>
 * (Gwen, Julie and Kevin are watching TV at Ben's house)
 * Gwen Tennyson: Could you just pick a channel and stick with it?
 * Kevin Levin: There's nothing on anyway, except news about Bennifer!
 * Gwen Tennyson: They're not calling them that...
 * (Ben enters the house)
 * Ben Tennyson: We're just friends.

<hr width="50%"/>
 * Julie Yamamoto: I wish they wouldn't show that picture all the time.
 * Ben Tennyson: She kissed me. I didn't even enjoy it.

<hr width="50%"/>
 * Julie Yamamoto: And those pictures of the two of you in her hot tub?
 * Ben Tennyson: That was fun. Great view. You know, if you squint just right, the Eiffel Tower kind of lines up with the Arc de Triomphe.
 * Julie Yamamoto: I don't want to hear any more of this.
 * Kevin Levin: I do. [Gwen annoyingly nudges him] Ow!

<hr width="50%"/>
 * Ben Tennyson: You're a living legend!
 * Captain Nemesis: Yes, and if you live long enough, they'll say that about you, too, Benetton.
 * Ben Tennyson: [correcting] Tennyson.
 * Captain Nemesis: If you live long enough.

<hr width="50%"/>
 * Computron: I am Computron, and I claim this world as my own. Destroy all flesh and the works of flesh.

<hr width="50%"/>
 * TV Reporter #2: Are you Captain Nemesis's NEW sidekick?
 * Ben Tennyson: I took out ten of these things and he only beat one. Maybe he should be MY sidekick.
 * Will Harangue: Captain Nemesis, Will Harangue from The Will Harangue Nation." Ben Tennyson just said you were over the hill and unable to do your job.
 * Ben Tennyson: I didn't say...!
 * Will Harangue: What do you think of this super-powered juvenile delinquent and his lack of respect for American icons like yourself?
 * Captain Nemesis: He's not a delinquent, Will. He's just misguided. It's the responsibility of all of us to guide our youth into making better decisions. For instance... (to Ben) since you feel so competitive with me, how about we channel that where it can do some good?
 * Ben Tennyson: I don't understand.
 * Captain Nemesis: I propose a friendly competition, a contest of heroes. All proceeds to charity, of course.
 * Ben Tennyson: I'm sorry. What?

<hr width="50%"/>
 * Kevin Levin: How could you let that dinosaur trick you like that?
 * Ben Tennyson: It's for charity.
 * Kevin Levin: The "Make Captain Nemesis Look Good at Ben Tennyson's Expense Foundation?"

<hr width="50%"/>
 * Gwen Tennyson: Remember the kidnappers? Their guns were manufactured by one of Captain Nenesis's companies.
 * Ben Tennyson: Ah, he owns all kinds of stuff. Just a coincidence.
 * Kevin Levin: That doesn't explain why he's payin' for their lawyers.
 * Julie Yamamoto: [referring to a proposed competition] It's some kind of trap, Ben.
 * Ben Tennyson: You guys don't have to come if you don't want to. No skin off... me.

<hr width="50%"/>
 * Captain Nemesis: [getting ready for the race] You don't have a chance this time, Ben!
 * Ben Tennyson: I think Jetray is faster than anybody. [slaps Ultimatrix symbol and transforms...into Rath]
 * Rath: JETRAY! Oh, man! I MEAN RATH! LEMME TELL YA SOMETHIN', ULTIMATRIX! RATH IS SICK O' YOU NOT WORKING RIGHT!!! It's not even funny anymore!

<hr width="50%"/>
 * [Rath just lost a race to Captain Nemesis, who used rocket boosters]
 * Rath: [Is twisting Captain Nemesis' leg] LEMME TELL YA SOMETHIN', CAPTAIN NEMESIS!! NOBODY SHOOTS RATH IN THE FACE WITH A ROCKET WITHOUT GETTING A MAJOR BEATING!!!!!!
 * Captain Nemesis: AAAAAAAAAAAAHHHHHHHHH!!!!!!!!

<hr width="50%"/>
 * Ben Tennyson: [transforms into Fourarms] Fourarms!
 * Captain Nemesis: Captain Nemesis!
 * Fourarms: Why are you shouting your name out?! It's stupid!
 * Captain Nemesis: My name isn't stupid! Although, I have been thinking about dropping the "Captain" part- it doesn't really describe me accurately anymore.

<hr width="50%"/>
 * Captain Nemesis: Oh, now you're my friend? I can't believe I wasted my time to protect people like you! Captain Nemesis is dead! From now on, call me Overlord!
 * Goop: How about we call you a good therapist?

<hr width="50%"/>
 * Julie Yamamoto: (screams until she is saved by Ben as Goop) You saved me.
 * Goop: Of course I did. You're my girl. (Julie smiles)
 * Julie Yamamoto: What about Jennifer?
 * Goop: Covered.

<hr width="50%"/>
 * Goop: I've got something Nemesis doesn't - friends.

<hr width="50%"/>
 * Ben Tennyson: [to Overlord] How could you do this?! You used to be a hero. I had your poster on my wall! Did your forget? This isn't about fame. It's about helping people!
 * Julie Yamamoto: You are talking about HIM, right?
 * Gwen Tennyson: Easy, Ben. It's all over.
 * Jennifer Nocturne: I don't know to thank you, Kevin. You saved my life. Have you ever considered- [Gwen taps her shoulder]
 * Gwen Tennyson: [angrily] I will peel you like a grape.

Ultimate Aggregor

 * Ra'ad: When I get out of these bonds...
 * Agreggor: In these bonds or out of them, the result will be the same: You defeated and helpless, your powers added to my own. To teleport you to my ship, I must turn off your energy cuffs. Don't try anything foolish.

<hr width80%>
 * Plumber #1: Aggregor. This is the Plumbers. Drop your weapons and raise your primary manipulation organs into the air. You are surrounded. You think you can assault Plumbers and just walk away?
 * Aggregor: Actually, yes.

<hr width80%>
 * Gwen Tennyson: I sense the missing aliens were here, too -- Ra'ad, Galapagus, P'andor, Bivalvan. Andreas was here, too.
 * Ben Tennyson: He’s alive?
 * Gwen Tennyson: He was an hour ago.
 * Kevin Levin: These are Aggregor’s footprints. He must’ve brought Ra'ad with him. He stopped here to call his ship down. You can see where the plumbers waited for him. Cloaked?
 * Plumber: Yeah. He didn’t suspect a thing.
 * Kevin Levin: But he was ready anyway. His ship fired on you guys from above. Looks like radiation scoring on the debris. Tachyon cannons, probably. And over there... Look at where the sand’s shiny. That’s from the trans at beam he used to travel up to his ship. [turns around, seeing everybody looking him, surprised; confused] What?
 * Ben Tennyson: It’s just that you’re, uh...
 * Gwen Tennyson: Smart.
 * Grandpa Max: Kid, I have never seen anyone works a crime scene like that. You got a future in law enforcement... on one side or another.

<hr width80%>
 * Kevin Levin: Think you can manage not to crash the plane for five minutes?
 * Ben Tennyson: I don't know, that's like double my record.
 * (Kevin leaves and talks to Gwen)
 * Kevin Levin: What?
 * Gwen Tennyson: I've never seen you work on something as hard as you're working on this case.
 * Kevin Levin: That's bad?
 * Gwen Tennyson: Depending on why.
 * Kevin Levin: Aggregor is an Osmosian, like me. Maybe I just feel responsible.
 * Gwen Tennyson: Our responsibility is to Ben. He promise to rescue those aliens and that's what we should be concentrating on.
 * Kevin Levin: You don't have to tell me what it means to be a Plumber. This was my dad's badge; now its mine.
 * Gwen Tennyson: I'm sorry, I didn't mean to-
 * (Kevin kisses Gwen on the cheek)
 * Kevin Levin: It probably doesn't do any harm to keep an eye on me. I'm not entirely trustworthy.
 * (Kevin heads back to front of jet, Gwen looks at him in confusion)

<hr width80%>
 * Kevin Levin: I'm going back for a blueberry. Want one, Gwen?
 * Gwen Tennyson: Please.
 * Ben Tennyson: Come on, Kevin. Meat is man food.
 * Kevin Levin: Meat smoothies aren't man food. A meat smoothie is pretty much the definition of baby food.
 * Ben Tennyson: Now that you mention it, I knew it reminded me of something.
 * (Gwen laughs)
 * Ben Tennyson: What?
 * Kevin Levin: You're eating baby food. (Chuckles)
 * Gwen Tennyson: You want a bottle with that?

<hr width="50%"/>
 * Grandpa Max: [to Kevin] Kid, I have never seen anyone work a crime scene like that. You've got a future in law enforcement - on one side or another.

<hr width="50%"/>
 * Colonel Rozum: Your friends are weird.
 * Ben Tennyson: Yeah, we are. Who wants to go save the world? (Ben, Kevin, Gwen, and Max raise their hands) But we're dependable.

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

<hr width="50%"/>
 * Ben Tennyson: Hey, if you're giving out free future advice, I want some.
 * Professor Paradox: I could tell you not to lean against the chrono randomization barrier, but I know you won't pay attention.
 * Ben Tennyson: Don't... lean against the what?
 * Professor Paradox: Precisely my point.

<hr width="50%"/>
 * Colonel Rozum: (about Los Soledad) That facility is under a red seal. If my men can't retake that base, my orders are to destroy it.
 * Professor Paradox: (entering) Now that would be a Major error. Or is that a Colonel error? I'm not very good with rank.

<hr width="50%"/>
 * Professor Paradox: In any case, I have other business demanding my attention, even more crucial. A long time ago, in a galaxy far, far away.
 * Kevin Levin: You ripped that from those movies.
 * Professor Paradox: I'm a time traveler. How do you know I won't eventually say it first?

<hr width="%0%"/>
 * Ultimate Swampfire: Easy guys. Its me, Ben! (P'andor fires his energy laser, and Ultimate Swampfire falls over) ...And you don't care.

<hr width="50%"/>
 * Nanomech: Okay, we're going in. I want everyone to look sharp and remember that our first priority- [Kevin laughs] WHAT!?
 * Kevin Levin: It's hard to take you seriously with that voice.

<hr width="50%"/>
 * Nanomech: Float like a butterfly, sting like a bee!

<hr width="50%"/>
 * Kevin Levin: You can't do that! You KNOW what it'll do to you.
 * Aggregor: What, because I'm Osmosian, because absorbing energy causes insanity?
 * Kevin Levin: Yes! Stop before it's too late.
 * Aggregor: Lies - told by the powerful to control the weak.
 * Gwen Tennyson: Kevin, is that why you...?
 * Kevin Levin: It's NOT a lie! It happened to me when I was a kid. You won't be able to help yourself. You won't be...

<hr width="50%"/>
 * Kevin Levin: How's it look?
 * Gwen Tennyson: Like the killer robot showroom floor.

<hr width="50%"/>
 * Grandpa Max: The entropy pump's giving out. If we don't shut it off...
 * Kevin Levin: [grunts] The closer I get, the harder it pushes. I don't think I'm gonna make it!
 * Nanomech: I'm on it!
 * Humungousaur: Humungousaur!
 * Grandpa Max: Good work, Ben.
 * Kevin Levin: I'd have gone for the off switch myself.
 * Humungousaur: There's an off switch?
 * Gwen Tennyson: Guys! The aliens are gone!
 * Ultimate Aggregor: (rising) That's because my plan succeeded! The aliens are all in ME!!!

Map of Infinity

 * Humungousaur: You KILLED them!!
 * Ultimate Aggregor: I absorbed them. All their power is mine.

<hr width80%>
 * Humungousaur: You want some more?! [As Ben is about to punch Aggregor Gwen uses her magic to stop his fist] LET GO OF ME!
 * Humungousaur: [after Gwen stops Ben's continued attacks on Aggregor] Sorry. It's just... what he's done. I lost my...
 * Ultimate Aggregor: Ha ha ha ha ha ha ha ha. Is that the best you can do? Because I didn't feel a thing!
 * (Humungousaur reaches for Aggregor, but Aggregor shocks him, then punches him into a house)
 * Ultimate Aggregor: I'm as invulnerable as Bivalvan's armor. Tennyson can't hurt me. Nothing can!
 * Gwen: Eratico!
 * (Casts a spell that encases Ultimate Aggreggor in a energy orb of magical energy )
 * Ultimate Aggregor: Did you know Galapagus' people can't be harmed by manna?
 * (Shoots laser beams at Gwen who erects a pink magical shield, but Aggregor shatters it easily)
 * Kevin: Gwen!
 * Grandpa Max: She's okay, which is more than I can say for Aggregor!
 * Humungousaur: Aggregor!!

<hr width80%>
 * Azmuth: Wake up, Ben Tennyson.
 * Ben Tennyson: Azmuth? Where's...
 * Azmuth: Aggregor is long gone. His eventual goal is why I am here... Let me see that! (looks at the Ultimatrix) Pathetic workmanship! And an evolutionary function? Begging for trouble.

<hr width="50%"/>
 * Gwen Tennyson: You never show up unless something important is happening.
 * Azmuth: Hmm. Yes, we find ourselves in a situation so dire that perhaps I should risk giving Ben my new Omnitrix.
 * Ben Tennyson: New Omnitrix? Gimme, I’ll kick Aggregor’s butt!
 * Azmuth: No, it’s not completely ready and clearly neither are you.
 * Ben Tennyson: Not yet?
 * Azmuth: At the rate you're regressing, likely not ever.

<hr width80%>
 * Grandpa Max: A complete map of space/time?
 * Azmuth: Extending through seventeen dimensions. With it, one could travel anywhere. So valuable is this map, that Professor Paradox himself divided it into four pieces and hid them throughout the galaxy. This was Aggregor's plan from the beginning. He kidnapped those creatures for the powers they possessed, powers that will allow him to survive the arduous quest for all of the pieces of the map.
 * Gwen Tennyson: I don't see why it's so important that he doesn't get a map.
 * Azmuth: It's more than just a map. It's...
 * Grandpa Max: It's not the map, Gwen. It's where he intends to go with it.

<hr width="50%"/>
 * Azmuth: Your lack of patience is foremost among your many weaknesses. I have crucial information...
 * Ben Tennyson: [turning to Kevin and Gwen] Aggregor's gotta be looking for a ship to replace his busted one.
 * Kevin Levin: Best way to get one is to hit some Forever Knights' bases.
 * Gwen Tennyson: What about old Plumbers headquarters? Some of them have mothballed starships.
 * Azmuth: LISTEN TO ME! Aggregor won't be looking for a ship! With his new powers, he doesn't need one.
 * Ben Tennyson: Then we'll never find him.
 * Azmuth: If you LISTEN, you will.

<hr width="50%"/>
 * Ben Tennyson: Got it. We only have to stop Aggregor one time out of four and he's done.
 * Azmuth: Yes, but you must succeed.

<hr width="50%"/>
 * Azmuth: You have given much to the galaxy, Max Tennyson. Now you must rest and recover.
 * Grandpa Max: I still think...
 * Ben Tennyson: Do what he says, Grandpa.
 * Grandpa Max: [Max sighs] You kids be careful.
 * Ben Tennyson: Just like you taught us.
 * Grandpa Max: Maybe a little more careful than that.

<hr width="50%"/>
 * Kevin Levin: This ain't gonna work, our space suits will fail instantly on the hot side of the planet, and they're maybe good for maybe an hour on the cold side.
 * Gwen Tennyson: (Looking at Ben) What are you looking at?
 * Ben Tennyson: This is a plumber suit right? I just wanted to make sure my butt crack wasn't showing.

<hr width="50%"/>
 * Kevin Levin: Is there any way that "sacrilege" means "go right ahead?"
 * Gwen Tennyson: No.
 * Kevin Levin: That's too bad.

<hr width="50%"/>
 * Kevin Levin: (about the Necrofriggians) Let me talk to 'em.
 * Ben Tennyson: Maybe you should leave the diplomacy to Gwen.
 * Kevin Levin: I'm better at it than you are.
 * Ben Tennyson: A lot of room between "that" and "good".

<hr width="50%"/>
 * Necrofriggian: You are... one of us?
 * Big Chill: I'm one of everybody.

<hr width="50%"/>
 * Gwen Tennyson: Ben, when you turn back to human, you'll still be in your protective suit, right?
 * Big Chill: That's how it used to work, before it... broke.
 * Gwen Tennyson: If it doesn't, you've only got ten minutes.
 * Kevin Levin: Less if you turn into something else first.

<hr width="50%"/>
 * Kevin Levin: (to Ultimate Echo Echo) I was thinking: instead of "Ultimate Echo Echo", shouldn't your name be Ultimate Echo Ultimate Echo?

<hr width="50%"/>
 * Ultimate Echo Echo: If I'm lucky, I've got maybe five minutes left before I change back.
 * Kevin Levin: No time to be careful. Let's just run through here like maniacs.
 * Ultimate Echo Echo: Now you're talking sense.
 * Gwen Tennyson: Nothing scares me more than when you two agree.
 * Ultimate Echo Echo: [taking point] Uh-huh. Talk while you're moving.

<hr width="50%"/>
 * Ultimate Echo Echo: Oh, yeah, magic of the thing... or whatever you call it.

<hr width="50%"/>
 * Kevin Levin: Burn!!
 * Gwen Tennyson: Not now, Kevin.
 * Kevin Levin: Oh, c'mon! That was classic! (imitates Azmuth) "Likely not ever!" Hahahahaha!

<hr width="50%"/>
 * Ultimate Echo Echo: I didn't know you could armor up that fast!
 * Kevin Levin: Well, you know, with the right incentive...

<hr width="50%"/>
 * Ultimate Aggregor: It's a puzzle, all right.
 * Four Arms: Aggregor!
 * Ultimate Aggregor: Always a pleasure to see you, Tennyson, particularly when you're doing my work for me.
 * Four Arms: What are you talking about?
 * Ultimate Aggregor: This temple is a dangerous place, so I thought I'd let you and your friends trigger the traps and lead me to the prize. I do appreciate you holding the door open for me, Levin. And they say young Osmosians have no manners. She doesn't look well at all.
 * Kevin Levin: I swear, I'll...
 * Ultimate Aggregor: Stand there holding that stone over your head until you can't any longer, then drop it and kill your friends?
 * Four Arms: This isn't over.
 * Ultimate Aggregor: While it's always a pleasure defeating you again and again... I'm afraid this is the last time.
 * Four Arms: Aggregor!!
 * Kevin Levin: What are you doing?
 * Four Arms: I'll hold it up. Go get Gwen! Hurry! Back to the ship. Let's go!
 * Kevin Levin: How do we get past the darts?
 * Four Arms: I know a shortcut.
 * Cannonbolt: Why do we always park so far away? Oh, man!
 * Gwen Tennyson: What happened?
 * Kevin Levin: You took a poison dart for the team.
 * Gwen Tennyson: Oh. Yeah.
 * Kevin Levin: But the plumber first-aid kit has a universal poison antiserum.
 * Gwen Tennyson: Okay. But why does Ben have a sunburn on half his face?
 * Ben Tennyson: I forgot my sunblock?

<hr width="50%"/>
 * Kevin Levin: Aggregor got the map, we lost.
 * Ben Tennyson: We didn't lose, we live to fight another day, and Aggregor had better watch his step, cause that day's coming soon.

Reflected Glory

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

<hr width="50%"/>
 * Kevin Levin: I was gonna.
 * Gwen Tennyson: You were fooling around.
 * Armodrillo: He was showing off.
 * Kevin Levin: Says the expert.
 * Gwen Tennyson: More trouble.

<hr width="50%"/>
 * J.T.: Okay, folks. We'll take it from here.
 * Cash Murray: J.T. and Cash are on the case.

<hr width="50%"/>
 * J.T: If you kids wouldn't mind stepping aside so we can do our job? [Bumps into Gwen's shield]
 * Gwen Tennyson: Your job?
 * Kevin Levin: Last I heard, your job involved giving wedgies to crying freshmen.
 * Cash Murray: People change, Levin. You did, Or do you still wanna kill Tennyson over there?
 * Kevin Levin: No… Not usually.
 * Ben Tennyson: Hey! J.T., Cash, what do you think you're doing here?
 * Cash Murray: We're Plumbers.
 * Ben Tennyson: They're fakes.
 * Kevin Levin: Sure they are, but they're nicer than mine.
 * Gwen Tennyson: Where'd you get those?
 * J.T: Let's not talk about it now. We're on-camera.
 * Ben Tennyson: That's another thing. Why are we on-camera?
 * Gwen Tennyson: Acerbus!

<hr width="50%"/>
 * Oliver Thompson: Hey kids, Oliver Thompson!
 * Ben Tennyson: I remember you, from the video game! You work for Will Harangue!
 * Oliver Thompson: Actually I went freelance, right after he fired me.
 * Gwen Tennyson: Hey! Get away from there!
 * Kevin Levin: Don't touch anything! You don't know if it has...
 * Kevin Levin: A self-defense mechanism activated by touch.
 * J.T: He did it!
 * Terraspin: Terraspin!
 * Oliver Thompson: Jt, cash, work it. It's all about you.
 * J.T.: Terraspin, uh... Hit him!
 * Cash Murray: A-and Gwen... Use your mañana!
 * Gwen Tennyson: "Manna"!
 * J.T.: Perfect.
 * Cash Murray: Just like we planned.

<hr width="50%"/>
 * Oliver Thompson: [filming] Oh, so you figured to get a drop on the enemy coming around this way?
 * Cash Murray: Yup, that's me. Always using my head. [Knight tries to escape through the window Cash is using. They collide into each other] Ow!
 * Oliver Thompson: Cut! Maybe we can save it in editing.

<hr width="50%"/>
 * Kevin Levin: I can't believe I'm saying this, but keep your money! Show's over!

<hr width="50%"/>
 * J.T.: Ben, the truth is, you got it all! Superpower, girls, fame, girls. And we're just a couple of...
 * Kevin Levin: Girls?
 * J.T.: Nobody's. We're just nobody's.
 * Cash Murray: Trying to be somebody's. Plus you owe us, Tennyson. Who took your side at school, huh?
 * Ben Tennyson (sighs) That's true.
 * Gwen Tennyson And the whole thing about being nobodies, that couldn't have been easy for them to admit.

<hr width="50%"/>
 * Gwen Tennyson: Wait. Is this about that blog of yours, the one where you say you're the brains behind Ben?
 * Ben Tennyson: A blog? Why you didn't tell me?
 * Gwen Tennyson: Because I didn't want you to go chasing after them the next time you turn into Rath!
 * Ben Tennyson: Rath would never... Ok, good point!

<hr width="50%"/>
 * Psyphon: At last... a chance to destroy the puppet masters behind Ben Tennyson.
 * Four Arms: Yep. Trouble.
 * Ben Tennyson: You're Vilgax's flunky. Psyphon.
 * Psyphon: Impressive that you remember, considering what I now realize is your limited brain power. Meet my reds... robotic extermination devices. So, you were the true masterminds behind my master Vilgax's defeat.
 * J.T.: You watched our webcast in outer space?
 * Psyphon: Oh, yes. I find all of your primitive computer networking endevours... intriguing.
 * Cash Murray: Okay, well, now you know. So, you know not to mess with us, right?
 * Psyphon: Actually, I will destroy you completely.

<hr width="50%"/>
 * Oliver Thompson: (turns on his video camera) This is no cheesy recreation, fans! J.T and Cash will actually show how they overcame the power of Vilgax! (J.T and Cash, in the background, run away from Psyphon in fear) Okay, interesting strategy.

<hr width="50%"/>
 * Gwen Tennyson: Kevin, get up! We're in trouble!
 * Kevin Levin: Let me sleep. We're always in trouble.

<hr width="50%"/>
 * Cash Murray: We didn't do anything to Vilgax! We made it all up! We're total losers!
 * J.T.: We never helped Ben Tennyson at all! We had to beg him to do the show with us!
 * Cash Murray: I even told Gwen that we needed the money for my mother's operation. I didn't tell her it was for a nose job.
 * J.T.: But she really needs it!
 * Psyphon: (after realizing the truth) You're not even worth destroying.

<hr width="50%"/>
 * [Psyphon threatens to destroy Cash and JT]
 * Gwen Tennyson: We're not gonna let you do that.
 * Psyphon: This is none of your concern!
 * Kevin Levin: I'm kinda leaning towards what he's saying. (Gwen pulls him by ear) Ow! And now I'm leaning toward you.
 * Ben Tennyson: Guys, it's no big deal! (He transforms to Spidermonkey)
 * Spidermonkey: Spidermonkey! It's just some stupid robots. Psyphon's no threat. Vilgax was the one with the...
 * Psyphon: With Vilgax gone, it seemed a waste to leave all that power untapped.

<hr width="50%"/>
 * (Ultimate Spidermonkey barely hits Psyphon in the head, he falls down)
 * Ultimate Spidermonkey: (exhausted) Huh, I still got it.

<hr width="50%"/>
 * J.T.: So... what's it like being you?
 * Kevin Levin: [grimly] Awesome.
 * J.T.: I knew it!

<hr width="50%"/>
 * Kevin Levin: My friend over there is about to turn into something that hasn't eaten a bad guy all day.
 * [On cue, Ben bites into an apple, glances at the prisoner and growls]

<hr width="50%"/>
 * [Both J.T. and Cash get up after using the Energy decoupler to save Ben from Psyphon]
 * Kevin Levin: Keep away from that! It could go off!
 * Cash Murray: It did go off! We used that to save Ben. We're heroes!
 * Gwen Tennyson: Sure you are. Mr. mom needs a nose job.
 * Cash Murray: How did you?
 * Gwen Tennyson: I already got 200 tweets about it.
 * J.T.: But we really did it this time.
 * Ultimate Spidermonkey: (exhausted and carrying Psyphon) Guys. It's over! No more taking credit for my wins. We're done!
 * J.T.: Oliver, you got the whole thing on camera, right?
 * Oliver Thompson: Nope. Camera lost all its power right when Ben there zapped the bad guy we got nothing. And thanks to your confession, no one wants to watch you.
 * Ultimate Spidermonkey: [to JT and Cash] Even the Internet thinks you're a waste of time.
 * Kevin Levin: Now, THAT'S pathetic.

<hr width="50%"/>
 * Cash Murray: B-but he didn't zapped the bad guy, we did! The gun we shot made the camera lose power. We're heroes. We're heroes!!
 * Oliver Thompson: Give it a rest, boys. Show's over. (quitting as J.T. and Cash's cameraman and leaving)
 * Psyphon: The brains, eh? I should have known.
 * Psyphon: Excellent. Let the world see the final moments of Ben Tennyson! Aaaaaaaaaaaaaaaaah!
 * Psyphon: It appears you are the one I wish to destroy after all.

Deep

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

<hr width="50%"/>
 * Kevin Levin: (watching Goop being trampled by fans) That's just embarrassing. You got a mop or something?
 * Gwen Tennyson: ...Or something. [mystically grabs Goop's anti-gravity disk] Heads up, Kevin. Goop can't move without his anti-gravity disk.

<hr width="50%"/>
 * (Kevin smiles)
 * Ben Tennyson: Not...one...word
 * Kevin Levin: 'Sokay, I took pictures

<hr width="50%"/>
 * Ben Tennyson: (Talking into radio) This is Rust Bucket 3, requesting permission to land... d-dive, over.
 * Kevin Levin: Maybe their communications are out again.
 * Gwen Tennyson: It could be Aggregor. I'm definitely sensing him on this planet... somewhere.
 * Ben Tennyson: No point waiting around for an invitation; take us down.

<hr width="50%"/>
 * (On Piscciss)
 * Ben Tennyson: You sure this' safe?
 * Kevin Levin: Ben trust me, this baby can handle anything [referring to the Rust Bucket 3]

<hr width="50%"/>
 * Kevin Levin: Don't panic. It's just a sea tremor. Pyke said they're normal on this planet, remember? This baby can handle anything.
 * Gwen Tennyson: Including that?
 * [a giant sea creature appears]
 * Kevin Levin: I said, "don't panic." We're safe as long as we stay inside the ship. [a tentacle penetrates the cockpit. Kevin screams] Yeah. Now's a good time to panic.

<hr width="50%"/>
 * Ben Tennyson: [as their submersible ship sinks] If I transform, when I change back I won't being wearing my Plumber suit, and we're running out of oxygen fast. It always puts me back into whatever I was wearing the first time I changed after the reboot.
 * Kevin Levin: There's gotta be a button for that.
 * Ben Tennyson: You want me to look for it NOW?

<hr width="50%"/>
 * Kevin Levin: Guys? (his Plumber helmet starts cracking)
 * Ben and Gwen: KEVIN!
 * (Kevin's helmet bursts open, and Gwen sends Kevin flying over to the Rustbucket, causing him to absorb the metal on the ship)
 * Ben Tennyson: Good work, Gwen. Another second and he'd have been crushed by the pressure down here.
 * (Kevin is wriggling around and points at his neck, making it obvious that he is still unable to breathe)
 * Gwen Tennyson: But he still can't breathe! (A fish swims over and puts itself over Kevin's head. Ben is about to go over and get the fish off) No, wait! (The fish turns into a helmet, meaning that Kevin can now breathe, so he gasps for air) That thing just saved his life!
 * Kevin Levin: Yeah, but I look like a dork!
 * Gwen Tennyson: What's it like?
 * Kevin Levin: The air is cold, but okay, and it smells a little...
 * Ben Tennyson: Fishy?
 * Kevin Levin: (sarcastically) How'd you guess?
 * Magister Pyke: Next time you decide to crash into my planet, give me some warning or would that cause unnecessary panic.
 * Kevin Levin: Pyke?
 * Magister Pyke: Got your distress call.
 * Gwen Tennyson: Just the guy I wanted to see. I can scan you to find Aggregor.
 * Magister Pyke: Be my guest, but you're wasting your time. Our scanners aren't picking him up anywhere in the entire planetary ocean.
 * Gwen Tennyson: (puts her hand on Pyke's head to track Aggregor) That's because he's not in the water. He's inside the planet's solid core.
 * Magister Pyke: The core is the most inaccessible place in the world. There's only one way in, and it's under constant guard.
 * Kevin Levin: (referring to Gwen) Trust me, fish lips, she's never wrong.
 * Magister Pyke: (the fish-helmet on Kevin's head purrs) Nice hat.

<hr width="50%"/>
 * (Gwen makes large shield around Ben and Kevin for the natives)
 * Kevin Levin: What'd you do that for?
 * Gwen Tennyson: Thought I'd let the local authority handle things.
 * Ben Tennyson: How come I was never that cool as Ripjaws?
 * Kevin Levin: You were never that cool, period.

<hr width="50%"/>
 * Ben Tennyson: The tremors are coming from that machine. I'm sure of it.
 * Ultimate Aggregor: You're right, Tennyson. Without this, the whole planet's pulling itself apart.

<hr width="50%"/>
 * Ultimate Aggregor: Clever of Paradox to disguise this piece of the Map of Infinity as the single most important item on this planet. (Ben reaches for the Ultimatrix) Don't even think about it. If you move, I'll destroy it. And planet Piscciss...
 * Kevin Levin: Comes apart at the seams. The tremors before? That was you trying to get it loose.
 * Ultimate Aggregor: You're smarter than you look, boy. Admittedly, not a great achievement...

<hr width="50%"/>
 * Ultimate Aggregor: Next time, try absorbing something that doesn't conduct electricity! (jumps through ceiling)
 * Kevin Levin: You're not getting away that... AGGREGOOOORR!
 * Ben Tennyson: You completely forgot about me, didn't you? (in a muffled voice from under the rocks)

<hr width="50%"/>
 * Magister Pyke: The Centripetal Accelerator, what have you done to it? You've doomed us all!
 * Kevin Levin: I didn't do anything. It was Aggegor. He took the doohickey and escaped through THAT hole... that isn't there anymore.

<hr width="50%"/>
 * Gwen Tennyson: Ben! The whole planet's breaking apart. We've only got a few minutes.
 * Ultimate Big Chill: On my way. Anything I can do?
 * Kevin Levin: Not unless you have spare centripetal accelerator on you.
 * Ultimate Big Chill: [appearing] Explain what that means. No big words.
 * Gwen Tennyson: It's like an anti-gravity multiplier.

<hr width="50%"/>
 * Gwen Tennyson: [after Goop disappears] Ben, no! Get him out!
 * Kevin Levin: He's... he's been atomized, spread throughout the entire ocean. I'm sorry, Gwen.
 * Magister Pyke: It's working. The planet's atmosphere is stablizing.
 * Kevin Levin: Least he went down savin' the world.
 * Gwen Tennyson: I see him!
 * Kevin Levin: Hang on, Ben! We're coming!
 * Ben Tennyson: Thanks for the repair job, Pyke.
 * Magister Pyke: It was the least we could do to thank the one who saved our planet.
 * Ben Tennyson: Wish we could have stopped Aggregor while we were at it.
 * Magister Pyke: If there's anything we can do to help...
 * Kevin Levin: You can start by getting this slime sack off my windshield. Go on! Scat! We don't want you! Come on. Don't be that way. This is your home. You belong here... with your own kind.
 * Gwen Tennyson: You aren't fooling me. That was noble.
 * Kevin Levin: There was nothing. You should have seen the one that got away.

Where The Magic Happens

 * Ultimate Aggregor: Yawatacsip!
 * Kevin: Gwen?
 * Gwen: Keep going! If it closes, we'll never be able to follow.
 * Gwen: You're wasting your strength. That's the door to anywhere. Nothing can breach it.
 * Four Arms: Door to any what?
 * Gwen: It's sort of a mystic crossroads, a portal to any destination.
 * Kevin: So, let's go!
 * Gwen: You have to know the true name of the place you're going.
 * Four Arms: You mean the glowy letters? No problem.
 * Kevin: [As Ben draws some runes] You remember all that from just looking at it?
 * Ben: Sure.
 * Gwen: You really aren't working up to your potential in school.
 * Ben: That's what they tell me.

<hr width80%>
 * Ben: Is it bigger then a bread box?
 * Kevin: Yeah. 19 questions left.
 * Ben: Is it an Incursion battle cruiser with ion drive?
 * Kevin: Yeah. How do you always guess so fast?
 * Ben: Cause it's always either a car or a ship.
 * Kevin: Uh-uh! Sometimes it's a weapon!

<hr width="50%"/>
 * Kevin: So now you do both sides of your arguments.
 * Ben: Saves time.

<hr width80%>
 * Gwen: (Fending off Charmcaster's attacks) We don't have time for this. The universe is in danger!
 * Charmcaster: You have more immediate problems.
 * Gwen: We chased Agreggor to The Door to Anywhere. He escaped to that dimension I couldn't name. The world was practically made out of mana.
 * Charmcaster: Made of mana?

<hr width="50%"/>
 * Ben: Charmcaster? You said you knew somebody who can help.
 * Gwen: She can. She's the last person I would've asked otherwise.
 * Kevin: You trust her?
 * Gwen Tennyson: I trust her to stab us in the back first chance she gets, but we'll worry about that after she gets us to Wah Di Tah.
 * Charmcaster: Ledgerdomain.
 * Ben Tennyson: (To Gwen) Wow you weren't even close.
 * Charmcaster: Actually she wasn't far off for someone self-taught. Ledgerdomain is what the natives call it, but the door only opens to a place's secret true name which by the way, is pronounced "Yawatopsic."
 * (The Door to Anywhere magically mystically opens)
 * Charmcaster: (To Ben) After you. (All 4 of them enter Ledgerdomain as The Door to Anywhere vanishes) It's smaller than I remember.
 * Ben: You come here a lot?
 * Charmcaster: None of your business!

<hr width80%>
 * Gwen: (Noticing the magical power and strength rising within her) Wow I feel-
 * Charmcaster: Stronger? Powerful? Of course you do. All of the magic in the universe flows from this dimension. The Alpha Rune is here.
 * Kevin: Yeah, so?
 * Charmcaster: Words have power. The Alpha Rune is the secret true name of magic. Whoever holds it has power over magic itself.
 * Ben: (To Kevin) You think this Alpha Rune is a piece of The Map of Infinity?
 * Kevin: Could be. It is always disguised as whatever is hardest to get.
 * Charmcaster: The Alpha Rune hang around the neck of Adwaita the most powerful mystic ever lived.
 * Kevin: There you go.
 * Ben: And that is where Aggregor must be headed. (To Charmcaster) Lead the way.

<hr width80%>
 * Charmcaster: Stay with me. Things were not as they appear.
 * Gwen: Seriously though, there's so much mana here, it makes my teeth ache.
 * Charmcaster: (Sighed) I get it okay? You're a natural I studied my whole life and you pick up my spell book and you're instantly out-magicking me.
 * Kevin: You're not even in her league. She's an Anodite.
 * Gwen: See, what you call magic is powered by mana or life energy.
 * Charmcaster: You don't know anything, you're not even a real sorceress, you're an-an... idiot savant!
 * Gwen: (Getting angry) What did you say?
 * Kevin: I'm pretty sure it was an insult, but you won't do it again cause words have power. Isn't that right Caroline?
 * Charmcaster: Oh please, you think I told you my secret, true name?
 * Kevin: Sometimes I forget that other people lie too. (Chuckled)

<hr width="50%"/>
 * [Inside Legerdomain]
 * Ben: It doesn't bite
 * Kevin: I'm pretty sure it does something.

<hr width="50%"/>
 * Addwaitya: Thieves all of you.
 * Cannonbolt: The only thief around here is a guy called Aggregor.
 * Kevin: We're more like, uh, well-meaning trespassers.

<hr width="50%"/>
 * Ben: You said you grew up here. Maybe some of your people could help us.
 * Charmcaster: There aren't many left. Addwaitya enslaved everyone. My father fought against him. He died getting me and uncle Hex out of here.
 * Gwen: I didn't know.
 * Charmcaster: Yeah, you didn't.
 * Ben: Then we'll have to help you.

<hr width="50%"/>
 * Charmcaster: [Stymied at a chasm] It's a mystic sinkhole. You don't have enough power. No one does!
 * Spellbinder: [Disembodied voice] 1 step. 1 step.
 * Ben: No one has to. We're a team.
 * Gwen: [To Charmcaster] I've got the power. You've got the knowledge.

<hr width="50%"/>
 * Gwen: Right. You want me dead.
 * Charmcaster: Maybe just... badly hurt?
 * Gwen: It's a start.

<hr width="50%"/>
 * Kevin: What're those things?
 * Charmcaster: Scrutins, they're Addwaitya's eyes and ears.
 * Kevin: Where are the ears?!

<hr width="50%"/>
 * Addwaitya: Why return when your entire thieving race couldn't stop me?
 * Charmcaster: Because Addwaitya. Every single creature you've enslaved wants their freedom and you'll never control us all!

<hr width="50%"/>
 * Kevin: It's about time somebody bit you back!

<hr width="50%"/>
 * Addwaitya: You killed my pet!
 * [Humungousaur went Ultimate and breaks out of the crystal]
 * Ultimate Humungousaur: Ultimate Humungousaur! (Shot missiles at Addwaitya)
 * Ultimate Aggregor: Thanks for the distraction.
 * Ultimate Humungousaur: Aggregor!
 * Ultimate Aggregor: Once again I could never have done it without you.

<hr width="50%"/>
 * Ultimate Humungousaur: Charmcaster we need that doorway back.
 * Charmcaster: No! This is my chance to stop Addwaitya. He's weakened. I could break his control over the rock creatures and the Scrutins and...
 * Ultimate Humungousaur: Aggregor first. We save the universe. Then I promise we'll come back here and free your people.
 * Charmcaster: ...Give me some elbow room.

Perplexhahedron

 * [Outside of Legerdomain]
 * Gwen Tennyson: What's the plan?
 * Ben Tennyson: I'm thinking...
 * Kevin Levin: ...We are in trouble.
 * Gwen Tennyson: Okay. Let's work through this. Aggregor has three pieces of the Map of Infinity.
 * Ben Tennyson: We know.
 * Kevin Levin: It's true. Every time he got a piece, we were right there, getting our butts kicked.
 * Ben Tennyson: Thanks for backiking me up, Kevin.
 * Gwen Tennyson: My point is... maybe we can learn something from our losses, keep it from happening.
 * Azmuth: "Learn something"? I only expect to live another, 3000 years. I don't have time to wait for you to learn something!
 * Ben Tennyson: Azmuth, I've got some bad news.
 * Azmuth: Yes. You've failed to stop Aggregor from gathering three of the four pieces of the Map of Infinity.

<hr width="50%"/>
 * Azmuth: Your ineptitude...
 * Kevin Levin: Harsh.
 * Azmuth: What is "harsh" are the consequences of your repeated failures. Should Aggregor get the last piece, he will go to the Forge of Creation.
 * Gwen Tennyson: Which you still won't tell us anything about.
 * Azmuth: IT IS BEYOND YOUR COMPREHENSION! All you need to know is that, if Aggregor completes the map, it will be a disaster on a galactic scale.

<hr width="50%"/>
 * Ben Tennyson: (fiddling with the Ultimatrix) I'll bet I can project you onto the wall ...
 * Azmuth: Tennyson!
 * Ben Tennyson: Hmmm?
 * Azmuth: Pay attention! This is important!
 * Ben Tennyson: No it isn't! You're yelling at us and telling us how stupid we are, that's not helping us to find Aggregor so it's not important!
 * Azmuth: [Seemingly furious] Ben Tennyson you are... [relents] absolutely correct.
 * Kevin Levin: He is?
 * Gwen Tennyson: He is.

<hr width="50%"/>
 * Ben Tennyson: How do we find Aggregor?
 * Azmuth: (sighs) The last piece of the map is in a location designed to protect it from all unworthy... (shows a cube) The Perplexahedron. I'm sending you there now. Do not fail the universe again, Ben Tennyson.
 * Ben Tennyson: No pressure. (they teleport)
 * Kevin Levin: (after teleporting) That's the way to travel.
 * Gwen Tennyson: (looking at the monitor) Azmuth just teleported us to another galaxy.
 * Ben Tennyson: Where's the thing we're supposed to protect? Can you find it?
 * Gwen Tennyson: (the spaceship goes into the midst of darkness) The Perplexahedron?...(looks up) Yeah, finding it is not a problem.
 * (View zooms out and shows the whole planet)
 * Ben Tennyson: (shocked) That can't be right, that thing is huge!
 * Gwen Tennyson: How are we supposed to know what to do next?
 * Ben Tennyson: (monitor rings) I don't know.
 * (looks on the monitor then into the midst of space and see Aggregor coming into the planet)
 * Ben Tennyson: Maybe we should ask him.
 * Ultimate Aggregor: You cannot deny me. I hold three-quarters of the map. Behold!

<hr width="50%"/>
 * Kevin Levin: Any landing you can walk away from, am I right?
 * [Ben vomits]
 * Gwen Tennyson: I think you should set the bar a little higher than that.

<hr width="50%"/>
 * Kevin Levin: You get the feeling the same thing has happened to you before?
 * Gwen Tennyson: Déjà vu?
 * Kevin Levin: Gesundheit.

<hr width="50%"/>
 * Kevin Levin: I'm assuming you have a plan.
 * Ben Tennyson: As long as the Ultimatrix works, I do.
 * Kevin Levin: So, no plan really.

<hr width="50%"/>
 * Ben Tennyson: Maybe we should split up, cover more ground.
 * Kevin Levin: (sarcastically) Great idea. That way Aggregor can pick us off one at a time.

<hr width="50%"/>
 * Ben Tennyson: We keep moving. That's all we can do. (Then, the doors are all locked) All we could do- doors locked.
 * Gwen Tennyson: (pushing at a door) Mine too. Bet they're all locked.
 * Kevin Levin: Bet I don't care.
 * (Kevin shapes his hand into a ball with spikes and smacks the door) (The door lights up)

<hr width="50%"/>
 * Kevin Levin: I take it back. I DO enjoy solving puzzles.

<hr width="50%"/>
 * Kevin Levin: We still don't know where Gwen is.
 * Ben Tennyson: Don't worry, she can take care of herself.
 * Kevin Levin: I know, that's part of why I like her. Doesn't mean I don't want to take care of her anyway.
 * Ben Tennyson: Sometimes its hard to believe you're that same little kid who used to try to kill me every week.
 * Kevin Levin: Well, you probably had it coming.
 * Ben Tennyson: I'm serious though, we were arch enemies and now you're like the big brother I never had.
 * Kevin Levin: I remember, I was trying to kill you before you made me nauseous with all the sincerity.
 * Ben Tennyson: Yeah, okay. I guess there's a reason guys don't talk about this stuff. Unless you... wanna talk about this stuff?
 * Kevin Levin: (sighs) Okay, I like the Kevin that Gwen sees when she looks at me. And I like that you gave me another chance, even after I messed up all those other ones. I guess I'm sayin' I owe you guys for changing my life.
 * Ben Tennyson: Thanks for sharing that with me Kevin. When Gwen hears about-
 * Kevin Levin: It never happened.

<hr width="50%"/>
 * (Swampfire thaws Gwen out, she blinks)
 * Kevin Levin: Gwen! (Gwen hugs him) When we found you frozen in all that ice...
 * Swampfire: He's trying to say he really likes you.
 * Gwen Tennyson: I know that already.
 * (Gwen kisses Kevin)
 * Swampfire: Why don't you guys get a room?! This place is full of them!

<hr width="50%"/>
 * Gwen Tennyson: Don't ignore me! Come back! [Runs after Aggregor and walks into a new room filled with snow] Hey, I'm talking to you!
 * Ultimate Aggregor: But I have no interest in anything you might say. [Gwen wraps mana around him causing him to stop but Aggregor easily breaks out and walks off. She continues to throw regular mana at him but fails again] You amuse me less and less.... [extends out arm and shoots water at Gwen causing to fly back]
 * Gwen Tennyson: [grunts and rolls in the snow and gasps as she sees Aggregor in front of her]
 * Ultimate Aggregor: I have a map to find... [walks away]
 * Gwen Tennyson: [gasps as she begins to freeze in ice] Aggrego-! [fully frozen]
 * Ultimate Aggregor: ...and you have problems of your own. [leaves through a door]

<hr width="50%"/>
 * Ben: [After seeing the lasers come closer] Lasers call for Chromastone! [Transforms into Humongousaur]
 * Humungousaur: Humungosaur! (To the Ultimatrix) If you´re gonna give me the wrong guy all the time, why do you even have a dial?

<hr width="50%"/>
 * (After the guard hits Humungousaur)
 * Kevin Levin: (coincidentally) Yes!
 * Humungousaur: This makes you happy?

<hr width="50%"/>
 * (As the room fills with water)
 * Kevin Levin: I'm assuming you have a plan?
 * Ben Tennyson: As long as the Ultimatrix works, I do!
 * Kevin Levin: So, no plan really.
 * Ben Tennyson: I'm gonna try an old favorite.

<hr width="50%"/>
 * Sentinel: I am the Sentinel, keeper of the final piece of the Map of Infinity. Welcome, Ben Tennyson.
 * Sentinel: Your presence here fills me with relief. We have won.
 * Sentinel: Those who stand against Aggregor. Max Tennyson would be proud.
 * Sentinel: Only through legend. Professor Paradox, who built this place, spoke highly of him.
 * Sentinel: To keep Aggregor and others like him from gaining access to infinite power.
 * Sentinel: What have you done? It was the map you were meant to save, not me! My whole purpose was to protect that map. I thought I'd succeeded but I see I have failed. All is lost.

<hr width="50%"/>
 * Ben Tennyson: [as the room trembles] What was that?
 * Sentinel: This place has served its function. Whatever else happens, protect this piece of the map, Ben Tennyson. Protect it with your life. Go now.
 * Ben Tennyson: What about you?
 * Sentinel: Not your concern. Go. Go!
 * Ultimate Aggregor: I'm asking you one last time... where is the map?
 * Sentinel: I will never tell.
 * Ultimate Aggregor: Unfortunately for you... I believe you.
 * Sentinel: No!
 * Ultimate Aggregor: Give it to me!
 * Gwen Tennyson: Ben! The Map!
 * Ultimate Aggregor: Finally... The map is mine!

<hr width="50%"/>
 * Kevin Levin: Need a lift?
 * Ben Tennyson: How did you...?
 * Kevin Levin: You wanna know or you wanna ride?

<hr width="50%"/>
 * Kevin Levin: We lost a battle, Ben. You hear me? Just a battle, but we're not gonna lose the war.
 * Gwen Tennyson: Aggregor has the map, but we're not gonna just stand around and let him use it, are we?
 * Ben Tennyson: No. You're right. We honor the Sentinel. We finish the mission. We stop Aggregor.
 * Ultimate Aggregor: One of Tennyson's lackeys? Not even worth the bother when I am so close to ultimate victory.
 * Ultimate Aggregor: But I have no interest in anything you might say. You amuse me less and less. I have a map to find.
 * Ultimate Aggregor: And you have problems of your own.
 * Swampfire: He's trying to say he really likes you.
 * Swampfire: Why don't you guys get a room? This place is full of them.
 * Gwen Tennyson: How did you find me?
 * Kevin Levin: Well, you know...
 * Swampfire: Process of elimination.... to eliminate the impossible, and whatever remains no matter how, well, unwieldy...
 * Kevin Levin: We tried to triangulate the most likely doors based on, uh... Once you.
 * Swampfire: Absolute blind luck.
 * Kevin Levin: Total accident.
 * Gwen Tennyson: Which is the same way I found Aggregor. Finding him again might be impossible wandering around in this maze.
 * Ben Tennyson: I don't think so. There's a pattern.
 * Kevin Levin: Spill.
 * Ben Tennyson: It's the guard things.
 * Kevin Levin: What about them? We beat them easy.
 * Ben Tennyson: Not the point. This place lets us go anywhere we want. The doors even open for us.
 * Gwen Tennyson: Unless they need to be closed for the traps to work.
 * Ben Tennyson: That's what threw me... at first. But then I realized... what does a deathtrap need with guards?
 * Kevin Levin: Huh?
 * Ben Tennyson: The guards only appear when you're going where you're not allowed to be.
 * Gwen Tennyson: Towards the map.
 * Ben Tennyson: Aha. So we ignore any door that opens for us and only go through the doors when the guards appear.
 * Kevin Levin: You find 'em... I'll flatten 'em. I take it back. I do enjoy solving puzzles.
 * Gwen Tennyson: [cough] Come on! Three fire rooms in a row?
 * Ben Tennyson: A while back, you were complaining at you were cold.
 * Gwen Tennyson: That's when I was frozen in... you've got a deadly robot spider crawling on you.
 * Ben Tennyson: Another one?! The spider room was like 10 rooms ago!
 * Kevin Levin: Nothing in here. After you.
 * Gwen Tennyson: Aggregor!

The Forge of Creation

 * Azmuth: You have failed!
 * Kevin Levin: Harsh.
 * Azmuth: You had four opportunities to stop Aggregor from reassembling the Map of Infinity, each time he bested you.
 * Ben Tennyson: While you're doing the recap you may wanna mention all the good we did while we were chasing him.
 * Gwen Tennyson: Yeah. We helped a lot of people.
 * Azmuth: Trivialities. While you did it about saving mere planets Aggregor obtained the means to travel to the Forge of Creation and obtain the greatest power in the Universe!
 * Ben Tennyson: It does sound bad when you put it that way.
 * Kevin Levin: Tell us how to get there.
 * Azmuth: I don't know where it is! That was the whole point of hiding it! All is lost.
 * Kevin Levin: You've got a plan?
 * Ben Tennyson: I've got a transformation that can find the Forge of Creation and stop Aggregor.
 * Gwen Tennyson: Ben, are you sure you want to...
 * Ben Tennyson: I need the keys... both of you.
 * Azmuth: What is this?
 * Kevin Levin: Ben had me build a security system into the Ultimatrix.
 * Ben Tennyson: Didn't want Albedo to ever get access to this one.
 * Gwen Tennyson: Or worse, to accidentally change into it in the middle of a fight.
 * Ben Tennyson: Do it.
 * [Gwen and Kevin insert their keys]
 * Ultimatrix: Transformation lockout overridden. [the alien DNA appears and gets sucked into the Ultimatrix, then a hologram of alien X appears] Transformation #10 now available.

<hr width="50%"/>
 * [After Ben turns into Alien X for the second time in a long time]
 * Azmuth: It could work. alien X can do anything.
 * Gwen Tennyson: Only if Ben can convince alien X to cooperate.
 * Kevin Levin: Yep. That's all he has to do.
 * Serena: Ben Tennyson! Motion to greet our honored guest and hear him out.
 * Bellicus: Motion denied. Motion to ignore him for a thousand years, at which point we set him on fire for a second thousand years.
 * Serena: Bellicus, vengeance is not our way.
 * Bellicus: Vengeance is absolutely my way!
 * Serena: I know he hurt your feelings when he abandoned us. He hurt mine, too.
 * Ben Tennyson: Yeah, I'm totally sorry. I need your power to save-
 * Bellicus: I don't care!
 * Serena: We have to vote on it.
 * Bellicus: Point of order, we don't have to do anything unless we both agree.
 * Ben Tennyson: This is bigger than you and me! The whole universe is at stake!
 * Bellicus: And...?
 * Serena: You're being obstinate, dear.
 * Bellicus: Am not.
 * Serena: Are to.
 * Bellicus: Am not!
 * Serena: Are to.
 * [Ben shakes his head in disbelief and Professor Paradox appears]
 * Professor Paradox: Hello!
 * Ben Tennyson: Professor Paradox?
 * Professor Paradox: You will not convince Serena and Bellicus to help you, not today.
 * Bellicus: Am not!
 * Serena: Are to-- [notices Paradox] Time Walker! You are not welcome here.
 * Bellicus: Agreed: Motion to punish Paradox for ignoring the treaty between him and Celestialsapien race.
 * Serena: Seconded!
 * Professor Paradox: (to Ben) I'm not supposed to get within 500 light years of them.
 * Bellicus: Motion to destroy Professor Paradox!
 * Professor Paradox: It's time to leave!

<hr width="50%"/>
 * Azmuth: Granted, he achieved far more than I believed possible, but trusting that boy with the Omnitrix was a GRAVE mistake.
 * Professor Paradox: Not a mistake. You know the reasons why.
 * Azmuth: Yes. You told me of his grand destiny, that he was the legendary being who will someday...
 * Professor Paradox: Shhh. No spoilers. For that glorius future to occur, we must first survive the current crisis.

<hr width="50%"/>
 * Professor Paradox: That is the next universe over. I don't like it at all. The physics are terribly counter-intuitive.
 * Kevin Levin: Wait, I thought the universe was everything.
 * Professor Paradox: A common error of the Parochial mind. There's always more to reality than one imagines.

<hr width="50%"/>
 * Professor Paradox: If we're going to get there in time, we'll have to have already left. Off we go.

<hr width="50%"/>
 * Kevin Levin: Hey! How we supposed to find the...oh, never mind. Found the nebula.

<hr width="50%"/>
 * Ben Tennyson: That was weird. I think I saw something... moving in there.
 * Gwen Tennyson: You have to be more careful. Paradox told us not to touch the time field.
 * Ben Tennyson: I DO see something moving in there.
 * Young Ben Tennyson: (emerging from the time field) Not something. Someone. I'm Ben Tennyson.

<hr width="50%"/>
 * Young Ben Tennyson: Kevin 11?
 * Kevin Levin: I'm not 11 anymore, but... yeah.
 * [moves forward to shake Young Ben's hand]
 * Gwen Tennyson: Not smart, Kevin. He thinks you're still evil.
 * Kevin Levin: I'm not evil. I'm nuanced.
 * Young Ben Tennyson: Whatever you're trying to pull, Levin, it's not gonna work. It's hero time!

<hr width="50%"/>
 * Young Heatblast: Who's next?
 * Ben Tennyson: Since you need to cool off, I vote Big Chill!
 * (Transforms into NRG)
 * NRG: NRG! (groans) Can't I catch a break?
 * Young Heatblast: I'll break something for ya!
 * (Knocks NRG down, NRG blasts Heatblast high into the air. Gwen catches him and puts him down)
 * Gwen Tennyson: Be careful Ben! It's dangerous out here!
 * Young Heatblast: Not as dangerous as me.
 * (Transforms back to normal)

<hr width="50%"/>
 * Gwen Tennyson: Look at me Ben, you recognize Kevin. You must know who I am.
 * Young Ben Tennyson: [Thinks for a moment] ...Dweeb, what happened to you?
 * Kevin Levin: Puberty.
 * NRG:You have travelled in time. That's Gwen, that's Kevin, and... I'm you.
 * Young Ben Tennyson: Please. I would never turn into anything THAT lame.
 * Ben Tennyson: [NRG changes to Ben] I'm you, 6 years later, and Kevin 11 is a good guy now.

<hr width="50%"/>
 * Kevin Levin: I'm quakin' in my boots pipsqueak.

<hr width="50%"/>
 * Young Ben Tennyson: No problem! I'm all recharged! (Transforms into Wildmutt and starts eating Kevin's spaceship) (16-year old Ben touches 10-year-old Ben Omnitrix and turns him back to human) Hey! How'd you do that?
 * Ben Tennyson: You should always keep it locked.
 * Kevin Levin: You...Took a bite out of my ship!

<hr width="50%"/>
 * Ben Tennyson: [Upon seeing his younger self] Did I really used to be that obnoxious?
 * Gwen Tennyson: Used to be?

<hr width="50%"/>
 * Young Ben Tennyson: Who won the last five World Series?

<hr width="50%"/>
 * Kevin Levin: We're hit!
 * Ben Tennyson: Take us down!
 * Kevin Levin: That's where we're goin'. The engines are out.
 * Young Ben Tennyson: Move! I'LL land it!
 * Kevin Levin: SIT!
 * Young Ben Tennyson: [compliantly] Sitting.

<hr width="50%"/>
 * Young Ben Tennyson: How can we breathe with no air? Where's Grandpa Max? If this is the future, does everyone have jetpacks? Who won the last five world series? Seriously, though, where are the jetpacks?
 * Gwen Tennyson: Ben! No more sugar! Give.
 * Young Ben Tennyson: I don't have any.
 * [Gwen stares at him and he gives her some candy. Gwen walks away]
 * Young Ben Tennyson: Your butt is huge.
 * Gwen Tennyson: [angrily] What did you say?!
 * Kevin Levin: He said your butt is-
 * Gwen Tennyson: I heard him!

<hr width="50%"/>
 * Gwen Tennyson: Or it'll make a 21-year-old you to add to the set.
 * Young Ben Tennyson: Awesome!
 * Gwen Tennyson: So not awesome.

<hr width="50%"/>
 * Kevin Levin: Everything's not a game. What we do is important. If you can't see that, maybe you are just a kid.
 * Young Ben Tennyson: You think I don't know? When it's hero time, if I mess up, somebody could die. From what you told me, if we mess up, everybody could die.
 * Gwen Tennyson: That's right.
 * Young Ben Tennyson: Maybe that's too much to have in your head when you have to win. Maybe if I pretend everything's a big joke, when the time comes, I'll be able to do what I have to do.
 * Gwen Tennyson: [to Ben] Is that why you're so arrogant all the time? Because you're scared?
 * Ben Tennyson: No, I'm actually oblivious.

<hr width="50%"/>
 * Young Ben Tennyson: Where do baby Alien X's come from?
 * Kevin Levin: When two constellations love each other very much-
 * Gwen Tennyson: Kevin!
 * Kevin Levin: Just trying to help the kid out. I had to learn about astrophysics on the streets.

<hr width="50%"/>
 * Young Fourarms: I was going for Upgrade.
 * Fourarms: Yeah? Well I was going for Big Chill.
 * Young Fourarms: How much stronger do I get when I'm older?
 * Fourarms: A lot!

<hr width="50%"/>
 * Young Fourarms: Can't fight him like this. Shoulda picked a flyer.
 * Fourarms: Not a bad idea. (Transforms Young Four Arms into Young Stinkfly)
 * Young Stinkfly: Stinkfly? How'd you-
 * Fourarms: You'll learn how to do it later! Give me some cover!
 * (Young Stinkfly nods)
 * (Fourarms transforms into Swampfire)
 * Swampfire: Swampfire! (turns into Ultimate Swampfire)
 * Ultimate Swampfire: Ultimate Swampfire!
 * Young Stinkfly: Plant guy? Just a copy of Wildvine.
 * Ultimate Swampfire: Sure... Remember the time Wildvine did this? (Throws seeds)

<hr width="50%"/>
 * Young Ben Tennyson: You can absorb the Omnitrix like you did before. You'll have all my powers.
 * Kevin Levin: No. If I'm gonna do this, I'd better go with the "A" game.
 * [Kevin absorbs the Ultimatrix]

<hr width="50%"/>
 * [As Ultimate Kevin was about to kill Aggregor, the Bens and Gwen intervened]
 * Ben Tennyson: That's enough, Kevin!
 * Ultimate Kevin: When I finish him, then it'll be enough!
 * Gwen Tennyson: That's not you talking! Absorbing energy makes Osmosians lose control!
 * Ultimate Kevin: Yeah? Well, I like being out of control. Maybe I should absorb the Alien X power for myself.
 * Ben Tennyson: I can't let you do that, Kevin!
 * Ultimate Kevin: You can’t stop me, either. I deserve that power. I'm the one who gets turned into a monster. I'm the one nobody ever trusts or cares about.
 * Gwen Tennyson: That's not true!
 * Ultimate Kevin: Face it, Gwen. Whatever I look like, I'm a freak!
 * Young Ben Tennyson: You're a jerk. You're always been a jerk. People try to be nice to you, but you can't ever see it. You're too busy feeling sorry for yourself.
 * Ultimate Kevin: [growls at Young Ben but then sighs depressingly] Maybe I'll try it your way, kid. At least for today, but tomorrow… [Flies off]
 * Gwen Tennyson: Kevin!
 * Ben Tennyson: He's crazier than he was before.

<hr width="50%"/>
 * Professor Paradox: [to Young Ben] You'll think it was a dream, but one day, you will remember it dimly and trust Kevin when you shouldn't, and he'll respond to that trust and help save the universe.
 * Ben Tennyson: And then turn evil again.
 * Professor Paradox: The story isn't over, Ben. When the moment comes, you'll do what needs to be done. That is your greatest gift.
 * Gwen Tennyson: Goodbye, Ben. Try being nicer to your cousin. [kisses Young Ben on the cheek]
 * Young Ben Tennyson: [blushing] Aw, why did you have to go do that?
 * Professor Paradox: It's time for us to go. Before the locals notice my presence.
 * Gwen Tennyson: What about Kevin?
 * Ben Tennyson: Don't worry, Gwen. I'll take care of him.

…Nor Iron Bars a Cage

 * Gwen Tennyson: Kevin's been missing for over a week.
 * Ben Tennyson: Not missing. He left us. His choice.
 * Gwen Tennyson: No, Ben, it's not his fault. He touched the Ultimatrix to save us. It's not his fault the power affected his mind.
 * Ben Tennyson: Maybe not, but fair or not, he has to pay the price.
 * [The Tennyson cousins meet Barry in a hospital room after his encounter with Ultimate Kevin]
 * Barry: It was insane. I'm at lunch, right? And this monster shows up and says that it's Kevin Levin. He claims I owe him bucks that I borrowed from him five years ago. So… so I say I don't remember borrowing any money from him, and, well... You can see what happened next.
 * Gwen Tennyson: We're really sorry about this, Barry. All of your hospital expenses will be taken care of.
 * Barry: So, that was really Kevin? What's wrong with him?
 * Ben Tennyson: He's been settling old scores… big ones, small ones. It's all the same to him.
 * Gwen Tennyson: He's not well. He didn't mean to hurt you.

<hr width="50%"/>
 * Gwen Tennyson: We think there's someone in this prison who wants you dead.
 * Morgg: Everyone in this prison wants me dead, little lady; goes with the job.

<hr width="50%"/>
 * Trukk: Fresh meat! Do you know who I am?
 * Ultimate Kevin: Don't know, don't care.
 * Trukk: Name's Trukk. I'm top dog here.
 * Ultimate Kevin: Good for you. Go bury a bone or something.
 * Trukk: (charges at Kevin) RRRRAAAAAAAHHHHHH!

<hr width="50%"/>
 * Quince: Name's Quince. You look like you could use a friend.
 * Ultimate Kevin: Looks can be deceiving. So can so-called "friends."

<hr width="50%"/>
 * Kwarrel: That's enough, kid. Time to cool off.
 * Young Kevin Levin: Make me!
 * Kwarrel: Your choice.

<hr width="50%"/>
 * Quince: Just figured out why you're so familiar to me. I know you.
 * Ultimate Kevin: Couldn't. I just got here.
 * Quince: Nah. You were here before... a few years ago. You're Kevin Levin.
 * Ultimate Kevin: [grabbing Quince] No, I'm not. And if you repeat that lie, I will squash you like a bug. We understand each other?
 * Quince: Hey, no worries. I was your friend, remember? I still am. I'm just sorry you got yourself thrown back into this pit after everything you went through to get out.
 * Ultimate Kevin: I came back here on purpose.
 * Quince: On pur... ? Why would anybody come here on purpose?
 * Ultimate Kevin: Revenge.

<hr width="50%"/>
 * Morgg: [to Ben and Gwen] Incarcicon is off-limits to the Plumbers. You're violating the rules.

<hr width="50%"/>
 * Quince: And while you got better, Morgg's hatred grew worse.
 * Ultimate Kevin: Yeah, Kwarrel changed my life all right, in more ways than one.

<hr width="50%"/>
 * Ultimate Kevin: I was a coward. I ran. The sound of Morgg's blaster will haunt me for the rest of my life.
 * Quince: Hey, you did what Kwarrel told you, kid. That's all.
 * Ultimate Kevin: Kwarrel is gone, and that creep Morgg is still breathing.

<hr width="50%"/>
 * Quince: I know how you felt about Kwarrel - I felt the same way - but you waste Morgg and you undo everything Kwarrel did for you.
 * Ultimate Kevin: I owe Kwarrel. I can't just let his murderer walk away free.

<hr width="50%"/>
 * Ultimate Kevin: Let me go, Tennyson. He's getting away!
 * Armodrillo: I can't let you hurt him, Kevin!
 * Ultimate Kevin: Then I'll just have to hurt you!
 * Armodrillo: (after getting hit by Kevin) AAAgghhhoooo!!!!!!!

<hr width="50%"/>
 * Gwen Tennyson: Most of the prisoners are escaping. Shouldn't we do something?
 * Ben Tennyson: They're out of prison, but they're stuck in the Null Void. That's probably punishment enough. Gwen, you see what Kevin is capable of now.
 * Gwen Tennyson: That's why we have to help him.
 * Ben Tennyson: I think we're past that... I think...we have to put him down.
 * Gwen Tennyson: (shocked) What's that supposed to mean?

<hr width="50%"/>
 * Morgg: Keep an eye on our guests. The last thing I need is for the Plumbers to learn what's REALLY going on here.

<hr width="50%"/>
 * Morgg: I'm sorry to hear you say that. I'm even more sorry that you ignored my warning and that the other prisoners got to you before I could save you. [to his robots] Try not to make too big a mess, won't you, boys?

The Enemy of My Enemy

 * Pa Vreedle: Argit! Thanks for stopping by.
 * Argit: Well, it's not like I had a choice.
 * Pa Vreedle: Right. So, let's get to it. You know my sons, Octagon and Rhomboid?
 * Argit: Sure. Sometimes we do business. Sometimes they try to kill me.
 * Pa Vreedle: That's my boys. Course, I wants 'em to have a better life than I had...
 * Argit: What parent doesn't?
 * Pa Vreedle: ...so that's why I signed 'em up at that Plumbers Academy. Only one of us is laughin', boy.
 * Argit: Sorry. I thought you were kidding.
 * Pa Vreedle: The boys ain't doin' too good on their exams. I want you to make sure they do do good.
 * Argit: You want me to be their tutor?
 * Pa Vreedle: I want you to fix their grades so that they pass! And if they don't, then I'm gonna fix you.

<hr width="50%"/>
 * Ben Tennyson: What do you want from us?
 * Argit: Protection. Lock me up. Throw away the key. I don't care. Just put me somewhere Kevin can't find me.
 * Gwen Tennyson: We're not running a weasle relocation program.
 * Argit: Such an ugly spirit for such a pretty girl.

<hr width="50%"/>
 * Argit: Come on. There's gotta be SOME place you could put me. Maybe some police protection?
 * Ben Tennyson: We COULD take you to the Plumbers Academy. That's the closest fortified Plumbers facility to Earth.
 * Argit: Where they train new Plumbers? For galactic police duty? Not there! Anywhere but there!
 * Ben Tennyson: Or we just let Kevin have you.
 * Argit: (pauses) Like I was saying, the Plumbers are a fine organization; I'd love to visit their school!

<hr width="50%"/>
 * Gwen Tennyson: [as Kevin attacks the Rustbucket II] Let him in or he'll wreck the ship!
 * Ben Tennyson: Why doesn't he just phase through the hull?
 * Gwen Tennyson: Maybe he hasn't read the Big Chill instruction book. Let him in!
 * Ben Tennyson: [on intercom] Doofus, you have the powers of a ghost! Come in already!

<hr width="50%"/>
 * Ben Tennyson: [after Gwen gets rid of Kevin's car] Why did you do that?
 * Gwen Tennyson: Because you couldn't stop him. Because he's too strong. Because he was gonna kill us.
 * Ben Tennyson: That's right. I just wanted to hear YOU say it.

<hr width="50%"/>
 * Argit: I gotta use your facilities!
 * Jailer: My what?
 * Argit: Your latrine? Your lavatory? Your little boys' room! And hurry, or this hall gets a new color scheme! Oh-ho! I'm gonna burst!

<hr width="50%"/>
 * Octagon Vreedle: A Plumbers' academy strikes one as a somewhat improbable place to find an intergalactic reprobate such as yourself.
 * Argit: Keep it down, will ya? You guys aren't exactly model citizens.
 * Rhomboid Vreedle: Are too. Octagon and me are what y'all call "probational cadets."
 * Octagon Vreedle: We're attempting to what you might call improve ourselves, and make our daddy proud... so he doesn't have us whacked.
 * Rhomboid Vreedle: Again.

<hr width="50%"/>
 * Magister Coronach: This is not a prison or a battlefield. It's a place of learning.
 * Ben Tennyson: Obviously, you've never seen my high school.

<hr width="50%"/>
 * Argit: [while altering the Vreedles' test scores] Wow! They even spelled their own names wrong.

<hr width="50%"/>
 * Ben Tennyson: I'm sure the ship landed close by, unless the sensors are off.
 * Gwen Tennyson: Or unless you set them up wrong.
 * Ben Tennyson: (looking at Gwen) I didn't set them up wrong.
 * Gwen Tennyson: Or unless you got us lost.
 * Ben Tennyson: (getting frustrated) I didn't get us lost! (loses control of the car causing it to zig-zag but gets it back on track)
 * Gwen Tennyson: (holding on) Or unless you drive us into a ditch!
 * Ben Tennyson: Why don't you just say what's on your mind?! Kevin's on the war path and you think it's my fault!
 * Gwen Tennyson: Okay, yes, that covers it!

<hr width="50%"/>
 * Magister Coronach: Get off my station!
 * Ultimate Kevin: Not a problem. Soon as I get Argit.
 * Ben Tennyson: This isn't about Argit! This is about you and me!
 * Ultimate Kevin: Don't flatter yourself. Your turn'll come.

<hr width="50%"/>
 * Magister Coronach: [to the Plumbers] Hold fire 'til I give the order. You got that?
 * Ultimate Kevin: [phases through the floor] Yeah, but I'm bad at following orders.

<hr width="50%"/>
 * Ben Tennyson: You were right, Magister. I thought your cadets would soften Kevin up for me, but this is MY fight, so I'm gonna finish it.

<hr width="50%"/>
 * Ultimate Kevin: [as Kevin's about to finish Ben] For old time's sake, I'll make this quick.
 * Gwen Tennyson: (to Kevin) Don't you dare! (shoots mana at him)
 * Ultimate Kevin: You too? I thought you cared about me!

<hr width="50%"/>
 * Argit: Now, if anybody asks you, you ain't seen me, and you don't know me.
 * Octagon Vreedle: Ain't seen ya.
 * Rhomboid Vreedle: Don't know ya.
 * Argit: Exactly. Just play dumb. Scratch that: be yourselves.

<hr width="50%"/>
 * Octagon Vreedle: That is what you call a nuclear fusion grenade.
 * Rhomboid Vreedle: Hee-hee, ought to blow up Kevin real good.
 * Argit: Not to mention this whole space station and everyone in it!
 * Octagon Vreedle: I had not fully considered that fact.

<hr width="50%"/>
 * Ben Tennyson: (imitates tannoy sound) This is your captain speaking. Welcome aboard Rustbucket Spaceways. Please keep your seat-belts fastened until it is safe to move about the--
 * Gwen Tennyson: (cuts Ben off) Would you go already?!

<hr width="50%"/>
 * Argit: Buddy, pal, wait! I can explain!
 * Ultimate Kevin: Explain what?
 * Argit: Pretty much anything!
 * Ultimate Kevin: I'm tired of your tricks, Argit!
 * Argit: Then maybe you should take a nap! (Argit shoots his quills but Kevin makes a shield)
 * Ultimate Kevin: See? That's what I'm talking about! Always betraying me! Always double-crossing me! This is the last time, Argit!
 * Argit: Kevin, don't!
 * Ultimate Kevin: The last time you do anything!

<hr width="50%"/>
 * Ben Tennyson: [to Argit's lifeless body] You can get up now.
 * Magister Coronach: He's dead, son.
 * Ben Tennyson: No, he's playing dead. Come on, Argit. Show's over.
 * [slight pause before Argit wakes up]
 * Argit: Is he gone yet? Hey, if I hadn't shut off my pulse, he would've kept hitting me.
 * Gwen Tennyson: Shut off your pulse?
 * Ben Tennyson: How do you think a species that obnoxious managed to survive so long?

<hr width="50%"/>
 * Gwen Tennyson: Kevin, how could you?! Kevin, he was your friend! Give yourself up Kevin... Don't make m-! (Kevin hits and breaks her mana. She falls on the ground and Kevin is prepared to blow a shot at her, but it slowly fades away)
 * Ultimate Kevin: (to Gwen) The only reason you're alive is because of what you used to mean to me. (Kevin flies off, Gwen gets up and wipes her tears)

Absolute Power Part 1 & 2
<hr width80%>
 * Gwen Tennyson: I had to. Ben's after you.
 * Ultimate Kevin: You brought him here?! (Smashes his fist into the ground)
 * Gwen Tennyson: No! I came so we can talk. You and me.
 * Ultimate Kevin: Yeah?
 * Gwen Tennyson: Yeah. Ben's gonna do whatever it takes to stop you, do you understand? Whatever it takes. But I've come up with a way to help you. If you just trust me I really think I can cure you.
 * (Ultimate Kevin begins to lose control of himself)
 * Ultimate Kevin: You shouldn't have come here!
 * (Reaches out to Gwen, she backs up, then he recoils and hides his face with his hands)
 * Ultimate Kevin: Don't you realize I've been trying to stay away from you?!
 * Gwen Tennyson: Why?
 * Ultimate Kevin: Because I knew what I'd do to you if I had the chance! (Begins to attack Gwen)

<hr width="50%"/>
 * Ultimate Kevin: I want your power.
 * NRG: Yeah. Come and get it!

<hr width="50%"/>
 * Ultimate Kevin: Shouldn't have let you go. You were doin' me a favor. Only one of us is walkin' away from this, Tennyson, and it's not going to be... Alan! [Kevin fires at Alan] Your time is comin', Tennyson.

<hr width="50%"/>
 * Humungousaur: Stop holding out on me, Vulkanus! Spill! [shakes him]
 * Vulkanus: Uhh, if you keep it up, I'm gonna spill something alright!

<hr width="50%"/>
 * Humungousaur: You've done business with Kevin before.
 * Vulkanus: Sure, you know I have. He really puts himself into his work, if you know what I mean. (holds up tadenite crystal) And I think you do.

<hr width="50%"/>
 * Alan Albright: I got off easy. You should've seen what he did to the others.
 * Ben Tennyson: Pierce? Helen?
 * Alan Albright: And Manny. And some guy named Dr. Viktor. I didn't understand what Kevin wanted from us - until now.
 * Ben Tennyson: Your energy. And he's never gonna stop... unless I stop him... for good.

<hr width="50%"/>
 * Gwen Tennyson: No, I won't help you!
 * Ben Tennyson: If you won't use your powers to track him down, I'll just go find him myself!
 * Gwen Tennyson: But it's Kevin!
 * Ben Tennyson: Wake up and smell "the end of the world", Gwen! He's out of control!
 * Gwen Tennyson: He's our friend!
 * Ben Tennyson: Was our friend.
 * Gwen Tennyson: We'll figure out someway to save him.
 * Ben Tennyson: He's too far gone. Either we save Kevin, or we save the world.

<hr width="50%"/>
 * Ben Tennyson: [to Gwen] You know why you lost? Because you care about not hurting me, and that's EXACTLY why you can't do what it takes to deal with Kevin.

<hr width="50%"/>
 * Gwen Tennyson: We can't let Ben destroy Kevin. We've gotta find a way to cure him.
 * Grandpa Max: Ben is right.
 * Gwen Tennyson: I know. He... Wait! WHAT?
 * Grandpa Max: You are a Plumber, Gwen! A lot of people are depending on you. You've got to put your feelings aside and do what's right.
 * Gwen Tennyson: This is Kevin we're talking about.
 * Grandpa Max: If you can't be a professional, then just stay out of the way and let Ben do what needs to be done.
 * Gwen Tennyson: But, Grandpa...
 * Grandpa Max: I can't help you, Gwen.
 * Gwen Tennyson: Then I'll find someone who can.

<hr width="50%"/>
 * Grandpa Max: Kevin's a menace. Your friendship aside, the only responsible move is to take him down with all necessary force.
 * Ben Tennyson: Then I don't understand why you're talking to me.
 * Grandpa Max: It's the logical move. It's the safest move. It's the sensible move.
 * Ben Tennyson: But?
 * Grandpa Max: It's not the Ben move. You trust people, you give them second chances, and they live up to your expectations. Kevin was a sociopath when you were kids, but you trusted him anyway.
 * Ben Tennyson: Look how that worked out.
 * Grandpa Max: He's turned into a fine young man - a hero a dozen times over.
 * Ben Tennyson: But now he's a monster.
 * Grandpa Max: True - and I'd put him down like a mad dog - but I never thought YOU would. You always find another way.

<hr width="50%"/>
 * Ben Tennyson: When I thought you were dead, I had to do a lot of growing up.
 * Grandpa Max: You did fine.
 * Ben Tennyson: For a while. But then I let my fame go to my head. I've been as big a jerk these last few months as I ever was. [pauses] Aren't you gonna argue with me?
 * Grandpa Max: Not when you're right.
 * Ben Tennyson: I've had fun, but I always told myself that when the situation got serious, so would I.
 * Grandpa Max: I'm not going to argue with you, Ben. I just wanted to make sure you'd really thought about this.
 * Ben Tennyson: I have, Grandpa. I'm sorry about what's going to happen to Kevin - really, I am - but this isn't kid stuff anymore. Play time's over.

<hr width="50%"/>
 * Ben Tennyson: You brought Darkstar into this? And he's going to act like our friend again, right?
 * Gwen Tennyson: He's the only one who can help Kevin.
 * Ben Tennyson: (sarcastically) Sure.
 * Darkstar: But I CAN help because you don't understand Kevin and I do.

<hr width="50%"/>
 * Darkstar: We both have an insatible craving for energy.
 * Ben Tennyson: And you're evil.
 * Gwen Tennyson: Kevin's not evil. Somewhere deep down he's still our friend.
 * Darkstar: No, lovely Gwen, he's not your friend anymore. He just looks like him. He's... an empty shell, knowing only a hunger that must be fed. That craving is his weakness.

<hr width="50%"/>
 * Ultimate Kevin: You shouldn't have come here! [cries out in anguish] Don't you realize I've been trying to stay away from you?
 * Gwen Tennyson: Why?
 * Ultimate Kevin: Because I knew what I'd do to you if I had the chance!

<hr width="50%"/>
 * Gwen Tennyson: Don't make me hurt you, Kevin!
 * Ultimate Kevin: Give it your best shot!

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

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 * Gwen Tennyson: Hard to believe you've been reduced to draining energy out of dogs in back alleys.
 * Darkstar: We all do what we must to survive.
 * Ultimate Kevin: This is your fault. You coulda helped me with your magic.
 * Gwen Tennyson: No, I tried to...
 * Ultimate Kevin: You tried, everybody tried, but here I am a monster. And if I look the part, why shouldn't I act it?

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

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

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

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

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 * Harvey Hackett: Put him down, Kevin.
 * Ultimate Kevin: You don't tell me what to do!
 * Harvey Hackett: I said "Put him down!" Are you listening to me, son?
 * Ultimate Kevin: You're not my real father! You don't tell me what to do! [sets Grandpa Max down]
 * Harvey Hackett: You're right, I'm not, but you were four years old when I married your mother, and I raised you like my own!
 * Ultimate Kevin: So?
 * Harvey Hackett: So? So you're going to listen!
 * Ultimate Kevin: You got nothin' to say to me. You tried to take my real dad's place, you convinced my ma to kick me out on the street when I was eleven years old…
 * Harvey Hackett: We didn't kick you out, Kevin! You demolished our house!
 * Ultimate Kevin: Whatever. If ma really loved dad, she would have NEVER remarried!
 * Harvey Hackett: You watch your mouth. Your mother loved your late father more than she loved me - and YOU more than EITHER ONE of us.
 * Ultimate Kevin: [starts to walk into the house but Harvey blocks his way] Step aside, Harvey. I'm here to see Gwen.
 * Harvey Hackett: So you can drain her powers? Max told me what you've been doing. I'm not gonna let this happen.
 * Ultimate Kevin: How are you gonna stop me? You hiding my ma in there?
 * Harvey Hackett: No! I'd never let her see you this way. She was so proud of what you were becoming. I won't let you break her heart again. [Ultimate Kevin growls as fist electrically charges up] I'm not afraid of you anymore, Kevin.
 * Ben Tennyson: I'll take it from here, Mr. Hackett.
 * Ultimate Kevin: Figured you were around here somewhere, Tennyson.
 * Ben Tennyson: Yeah. Gwen had this plan where we'd all talk to you and you'd see the error of your ways.
 * Ultimate Kevin: Sounds like Gwen, all right.
 * Ben Tennyson: But you and I know better. We both know there's only one thing you understand.

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

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

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

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

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

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

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 * Ultimate Echo Echo: One more should do it.
 * Gwen Tennyson: Ben, don't! He's our friend!
 * Ultimate Echo Echo: He was going to hurt you.
 * Gwen Tennyson: It's not Kevin. It's the power, it's not his fault!
 * Ultimate Echo Echo: Paradox said I was the one who will do what has to be done. I gotta!
 * Gwen Tennyson: Then do it. Protect the innocent! That's Kevin, too.
 * Ben Tennyson: [changing back to Ben] You better be right.

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

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

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

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

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

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

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

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 * [Darkstar is revealed to have absorbed Kevin's excess power]
 * Ultimate Michael Morningstar: [Laughs] You pathetic imbeciles! This was my plan from the beginning! The power is MINE! Nothing can stop me now!
 * Ben Tennyson: [Unimpressed] Like anybody didn't see that coming. [Presses a button, which drains Darkstars powers]
 * Darkstar: No! [falls to the ground and gets up] What happened?
 * Ben Tennyson: All the power you stole…and all the power Kevin stole… It just went back to where it belongs.
 * Kevin Levin: And that's the least of your problems. [He punches Michael in the face, giving him a black eye, knocking him out. Then, he turns to Cooper and smiles at him.] Nice work, kid.
 * Gwen Tennyson: [runs to hug Cooper] You saved his life. [She kisses Cooper on the cheek]
 * Cooper Daniels: [blushing] Ben figured out Darkstar's plan and told me what to do.
 * Kevin Levin: Hey, since you're kissing people. [points at his face]

[Gwen runs to Kevin and they kiss each other.]]

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 * Kevin Levin: Listen, uh, when I was, uh, out of control, I said some things…
 * Ben Tennyson: No need to apologize. We're both kind of jerks. That's why we get along.
 * Gwen Tennyson: I'm not a jerk.
 * Ben Tennyson: Good point. If I were you, I'd apologize.
 * Kevin Levin: Yeah? Well, if I were you, I wouldn't have been such a wuss!
 * Ben Tennyson: Wuss?!
 * Kevin Levin: If you'd ever lost it like I did, I'd have taken you down right away!
 * Ben Tennyson: And if I had, you wouldn't be here to call me a wuss!
 * Kevin Levin: (smiles) So it worked out great.
 * Gwen Tennyson: [to Ben and Kevin] Who wants to go with me and help explain to my folks what happened to their house?
 * Kevin Levin: [to Ben] Mr. Smoothy?
 * Ben Tennyson: [walking out with Kevin] You buyin'?

Main

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin

Supporting

 * Agreggor (11 Episodes)
 * Max Tennyson (5 Episodes)
 * Charmcaster ("Hit 'Em Where They Live" and "Where the Magic Happens")