Ben 10: Ultimate Alien (season 3)


 * 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 third season Ben 10: Ultimate Alien.

The Purge

 * [Old George arrives with two high-tech Forever Knights.]
 * Old George: Be seated, Driscoll. Their heresies are no greater than your own. Enoch, Patrick, Urien, Driscoll: each of your houses would lay sole claim to the legacy of the Forever Knight. Yet you all have strayed from the true path of our order.
 * Driscoll: Our order?
 * Old George: Your petty squabbles have allowed unspeakable monsters to roam the Earth at liberty. Disgraceful.
 * Driscoll: I don't know who you are, old man, but I advise you to choose your next words carefully.
 * Old George: There is not one among you fit to wear the symbol of the order.
 * Driscoll: Knights! Teach this dog to hold his tongue.
 * [Four Forever Knights charge at Old George and the two high-tech Forever Knights. A high-tech Forever Knight pulls out a spiked bolo from a metal plate on his arm. He throws it towards one knight, which wraps around him and electrocutes him, causing the knight fly back into another knight. The other high-tech Forever Knight uses a red energy shield to block a strike from a knight's sword, then strike him in the face, sending him flying across the table. The high-tech knight blocks another strike from another knight's sword and uses his red energy sword to cut the knight's sword in half.]
 * Driscoll: [With his sword drawn] Stand down. Let this be a fight between men.
 * [Driscoll charges at Old George and starts swinging his sword at him. Old George avoids the swings, then jumps into the air and kicks Driscoll in the face, knocking him down.]
 * Driscoll: Who are you?
 * Old George: To know my name, you have only to look at the tapestries that decorate your halls.
 * Driscoll: [Realizes who Old George is] You. [Kneels before Old George] M'lord. All hail George. Founder of the order. The original Forever Knight.
 * [The Forever Knights kneel before Old George.]
 * Old George: Let the discord that has divided us be forgotten. From this day forward, the knights of the order stand together as one. Now, rise, brave knights– [The knights stand up] –for I have been away too long, and there is much to be done.


 * Driscoll: M'Lord, I have failed you, worse, I fear I've broken our code.
 * Old George: It's not important, Driscoll.
 * Driscoll: But sir, I was defeated in single combat and yet–
 * Old George: Honor means nothing than fighting these alien abominations, young Tennyson and his friends are but a momentary distraction, in the morning, I shall be leaving on a noble quest.
 * Driscoll: Quest, M'Lord, where, for what purpose?
 * Old George: (chuckles) Even now you have doubts, well in spite of your lack of faith or perhaps because of it, I want you to rule in my absence.
 * Driscoll: What would you have us do, M'Lord?
 * Old George: Simply carry on the work of the order as you see fit, all I ask is that upon my return, the Knights be ready.
 * Driscoll: Ready for what M'Lord?
 * Old George: The Battle of a Hundred Lifetimes.


 * Gwen Tennyson: I am so not in the mood for one of your con jobs.
 * Argit: Gwen, I'm insulted. No-no. I'm wounded. Wounded by your baseless accusations. Remember all the good we've done together?
 * Gwen and Ben Tennyson: No!
 * Kevin Levin: Yes.


 * Argit: (shuffling through the Forever Knight relics) Wherever they went, they left some choice stuff behind.
 * Kevin Levin: Leave it, Argit. It's not worth the hassle, trust me.
 * Argit: Man, it's like I don't even know you anymore.


 * Ben Tennyson: At least we're working as a team.
 * Gwen Tennyson: Friends do not use friends as ammunition.


 * Kevin Levin: Whoa! Hey, Tennyson!
 * Lodestar: I didn't tell you to absorb metal!
 * Kevin Levin: Good point.


 * [Kevin gets his hand cut off by a Forever Knight but he grows it back]
 * Kevin Levin: [looking at his fingers] Five. Good.


 * Ben Tennyson: [Ben sees Gwen and Kevin fighting the Forever Knights] Let's see how these metal heads like my magnetic personality. [Transforms into Upchuck]
 * Upchuck: Upchuck. Great, I'll spit at them!


 * Ben Tennyson: (about the alien food market) Wow, did it always smell like this? How could I not notice?
 * Gwen Tennyson: Last time you were here, you were twelve. Before you discovered personal hygiene.


 * Driscoll: My strength comes from the conviction of my beliefs. And of course, my powered armor.


 * Driscoll: Free or not – your choice remains, Ben Tennyson.
 * NRG: Okay, then. I choose – single combat, sir knight. I challenge you to a duel.
 * Ben Tennyson: If I win, these aliens go free, and you leave the other aliens on Earth alone – forever.
 * Driscoll: And when I win, Ben Tennyson, you all die.
 * Kevin Levin: Dude, go for Way Big. That would be hilarious.
 * Ben Tennyson: If this is going to work, I have to fight with honor. So no tricks. [Activates the Ultimatrix]
 * Spidermonkey: Spidermonkey! [Activates the Ultimatrix]
 * Ultimate Spidermonkey: Ultimate Spidermonkey!


 * Ben Tennyson: (to Driscoll) Maybe you've forgotten something: I'm Ben Tennyson, wielder of the most powerful weapon in the universe. I stopped the Highbreed invasion, I defeated Vilgax in hand-to-hand combat and I've beaten the Forever Knights more times that I can count. Here's what's going to happen: you're going to release these prisoners, you're going to crawl back to wherever you came from and you're going to stop hunting down aliens because if you don't, I promise, you'll regret it for the rest of your very short lives.

Simian Says

 * Ben Tennyson: Hey, do you guys realize it's been 2 days since anyone tried to kill me, arrest me, or ask me for an autograph?
 * Simian: Then let me apologize in advance for my timing.
 * Kevin Levin: Well. Well. Well. If it isn't the con artist formerly known as Prince.


 * Ben Tennyson: Are you telling me you willingly brought a Xenocyte to your homeworld and let it loose on some crime boss?
 * Simian: I didn't turn it loose. He [Mizaru] did. And now the DNAliens are spreading all over. In a few days there won't be a single unaffected arachnichimp on the planet.


 * Gwen Tennyson: It won't hurt to check it out. If he's telling the truth, we need to do something about it.
 * Kevin Levin: And if it's another con job?
 * Gwen Tennyson: Then he's all yours.


 * Gwen Tennyson: There's some EM interference up ahead. Don't lose sight of Simian's ship.
 * Kevin Levin: Don't worry. I've got all our weapons locked on him in case he tries anything.
 * Gwen Tennyson: That's not really what I meant, but okay.


 * Gwen Tennyson: (as the Aracnichimp DNAliens attack) There's something you don't see everyday.
 * Ben Tennyson: Unless you're us.
 * Kevin Levin: Still doesn't prove Simian's on the up-and-up. Gotta be a trap.


 * (Eunice appears and saves Ben from the Arachnichimp DNAliens)
 * Eunice: Ben! I'm glad to see you.
 * Ben Tennyson: Me too, except that your Unimatrix is interfering with my Ultimatrix. If you're absorbing powers I can't change!
 * Eunice: Never change. (kisses Ben on the cheek)


 * Gwen Tennyson: I don't like the looks of those guards.
 * Kevin Levin: Hideous mutation does that to a monkey.


 * Simian: They're not taking me without a fight!
 * Gwen Tennyson: Nowhere to run, huh?
 * Simian: Sometimes a chimp gets cornered. What can you do?


 * Ben Tennyson: Ultimatrix, revert DNAliens to Arachnichimps!
 * Ultimatrix: Insufficient power for this operation.
 * Ben Tennyson: What? Uh... repair genetic damage to Arachnichimps!
 * Ultimatrix: Insufficient power for this operation.
 * Ben Tennyson: (trying to get Ultimatrix working) Man, I miss my old Omnitrix. Got enough power for this? (Transforms into Terraspin)


 * Ultimatrix: Parallel signal interference detected. Ultimatrix resetting.
 * Terraspin: Are you kidding? No bars? Cancel! Unreset! I mean – Ultimatrix: Abort Reset – Code 10!
 * Ultimatrix: That function is not available.
 * (Terraspin reverts to Ben)
 * Ben Tennyson: Stupid Ultimatrix!


 * Kevin Levin: Get in there. Eunice may need your computer smarts to pull this off.
 * Gwen Tennyson: Okay, but if you need my help.
 * Kevin Levin: I'll cry like a little girl.


 * Ben Tennyson: (after Kevin getting annoyed about Eunice driving the plane) Don't mind him. He's just cheesed because I was right about Simian and he was wrong.
 * Kevin Levin: This time maybe, but I am telling you a leopard doesn't change its spots and an arachnachimp doesn't change its... blue fur stuff.


 * Ben Tennyson: We had a deal!
 * DNAlien Mizaru: What possible reason could I have for keeping a deal with you, Ben Tennyson. I have all the power. You have nothing.
 * Ben Tennyson: I have THIS! [Activates the Ultimatrix]
 * Swampfire: SWAMPFIRE!


 * Swampfire: (trying to turn Eunice back to normal) This is either genius, or the the worst idea I've ever had.
 * Ultimatrix: [Swampfire resets the Unimatrix and discharges the Ultimatrix] Ultimatrix power depleted. Entering recharge mode.
 * Ben Tennyson: [Eunice appears] Genius.
 * Eunice: Thank you, Ben.


 * Eunice: [about Kevin] You've got yourself a good one there.
 * Gwen Tennyson: When it comes to life and death situations. Still working on the day-to-day.


 * DNAlien Mizaru: You're no match for me. I control the DNAliens through nothing but my force of will.
 * Spidermonkey: Your mother must be very proud.
 * DNAlien Mizaru: She was one of the first to be transformed!
 * Spidermonkey: O...kay then.. (activates Ultimatrix)
 * Ultimate Spidermonkey: Ultimate Spidermonkey!


 * (Xenocyte deattaches from Mizaru)
 * Ben Tennyson: The cure didn't work on you... Wait. Is that your real face? Sorry!

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 * Mizaru: BEN TENNYSON! You have made a dangerous enemy this day. Mark my words, you have﻿ not heard the last of Mizaru!
 * (Root Shark comes from the ground and eats Mizaru. Everyone has shocked looks on their faces)
 * Gwen Tennyson: ...and now we have heard the last of Mizaru.

Greetings from Techadon

 * Kevin Levin: Fun was the fourteenth hole. Remember that miracle shot I made off of Lincoln's face?
 * Gwen Tennyson: Through Lincoln's face.
 * Kevin Levin: Video tape or it didn't happen.

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 * Julie Yamamoto: We're winning and Ben's on the Death Hole. There's no way we can lose.
 * Gwen Tennyson: Against Ben? There's always a way.
 * Ben Tennyson: Let's get this over with. [Activates the Ultimatrix]
 * Brainstorm: Brainstorm!

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 * Kevin Levin: I'll get what data I can and safely dispose of it.
 * Gwen Tennyson: Why do you say "safely dispose" when we all know you've already lined up a buyer?
 * Kevin Levin: Because it makes me sound less greedy.

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 * Julie Yamamoto: According to this there are two miniature golf courses with in 2 miles of here. When's good for you?
 * Ben Tennyson: I kind of thought we'd focus on the killer robot.
 * Julie Yamamoto: When's... good... for you?
 * Gwen Tennyson: We'll take Julie home and meet up with you later.

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 * Ben Tennyson: Back when we were kids, did you ever think we'd become friends?
 * Gwen Tennyson: [Slight chuckle] No. I thought you were going to drive me insane – me or Grandpa – probably both.

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 * Kevin Levin: The robot we fought tonight was a custom job. Created by the weapon masters of Techadon. It must've cost a fortune. Somebody put a hit on you.
 * Ben Tennyson: I'm not worried.
 * Kevin Levin: You should be. The Techadons will keep coming each one'll be stronger than the one before. And they won't stop until you're destroyed.

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 * Ben Tennyson: I'll take him down with Goop [prepares the Ultimatrix, Kevin stops him]
 * Kevin Levin: Bad idea! Each robot learns from the one before. This one's gonna be harder to stop
 * Ben Tennyson: They're not so tough.They're big brute robots. And I got my own big brute. [Transforms to Rath]
 * Rath: RATH!!! LEMME TELL YA SOMETHIN', CUSTOM-MADE TECHADON ROBOT, DESIGNED SPECIFICALLY TO DESTROY ME!!! YOU MAYBE BIG, BUT RATH IS EVEN BIGGER!!! [Techadon robot walks near him] EXCEPT FOR THE PART WHERE YOU'RE TALLER AND HEAVIER THAN ME... BUT THAT DOESN'T MATTER!!! 'CAUSE THE BIGGER THEY ARE, THE HARDER...  [Techadon Robot shoots him with a laser and lands on Mr. Smoothie, Rath rubs his head] AWW... RATH DOESN'T REMEMBER HOW THE REST OF THAT GOES... THE BIGGER THEY ARE, THE HARDER THEY FALL!!!! THAT'S WHAT RATH WAS GONNA SAY!!! BY THAT LOGIC, YOU, BEING BIGGER THAN RATH, IS A DISADVANTAGE!!!! RRRRRAAAAAHHHHHH!!!!!!!! [Techadon robot shoots a laser. Rath dodges and the laser hits Mr. Smoothie, destroying part of it. Rath, Kevin and Gwen look at the ruins of Mr. Smoothie sadly, Rath is the most affected] You... You broke Mr. Smoothie... RRRRAAAAAHHHHHH!!!!!!  [Rath charges at the Techadon robot and wrestles it] LEMME TELL YA SOMETHIN', CUSTOM-MADE TECHADON ROBOT, DESIGNED SPECIFICALLY TO DESTROY ME!!! YOU CAN HURT ME!!! YOU CAN HURT THE THINGS I STAND FOR!!! YOU CAN EVEN HURT MY FEELINGS, IF I HAVE ANY!!! BUT NO ONE, AND I MEAN NO ONE!!!!! HURTS THE SMOOTHY!!!!!!!!

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 * Gwen Tennyson: I'm going to find whoever ordered the hit.
 * Kevin Levin: Never happen. It can't be done.
 * [Gwen tosses Kevin a device]
 * Ben Tennyson: "Can't be done." Stupid thing to say. [Gwen leaves. Kevin stares at Ben] Unless you're trying to goad her into doing something impossible.

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 * Big Chill: [about the mobile Techadon Robot creator] It's indestructible.
 * Kevin Levin: Come on! If there's one thing you're good at: it's breaking stuff.
 * Big Chill: True... If stuff doesn't break me first.

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 * (Argit sent Vulkanus to Earth)
 * Argit: You're a natural. Ever consider a career in the fast paced high salaried world of professional conartiste?
 * Gwen Tennyson: Thanks for the help. (Gives Argit some alien money)
 * Argit: Anytime, Red.

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 * Big Chill: New Techadon more powerful than the other ones.
 * Kevin Levin: Yep.
 * Big Chill: And nothing I've used before is going to work on this one.
 * Kevin Levin: Nope
 * Big Chill: Am I forgetting anything?
 * Kevin Levin: Probably. Probably something bad for us.

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 * Ultimate Big Chill: Safe and deserted. Just what I was looking for. Well, deserted, anyway.
 * Echo Echo: Echo Echo!
 * Gwen Tennyson: Oh, Sure!
 * Ultimate Echo Echo: Ultimate Echo Echo!
 * Kevin Levin: If it makes you feel any better, after it finishes you off, I'm gonna pound Vulkanus like nobody's business.
 * Ultimate Echo Echo: That does not make me feel any better.

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 * Vulkanus: [to the Techadon Robot] What are you looking at me for?
 * Ben Tennyson: Problem?
 * (Kevin has set the ID mask to the evolved Ultimatrix symbol, the trio is staring at Vulkanus while the Techadon comes for him)
 * Vulkanus: What have you done?
 * Ben Tennyson: Tag. You're it.
 * (Vulkanus flies away from the Techadon)
 * Vulkanus: I WISH I COULD HATE YOU TO DEATH, TENNYSON!!

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 * Gwen Tennyson: Need a spaceship? No problem. But ask Dad for a car? (imitates) Maybe for graduation!

The Flame Keeper's Circle

 * Keeper Agent: It is as I said. He has returned to us.
 * Conduit Edwards: Then this is indeed a most historic day. The day that marks the return of Diagon – the knowledge bringer.


 * Ben Tennyson: The Flame Keeper's Circle?
 * Julie Yamamoto: Yep. I can't believe it took so long to convince you guys to come check this out.
 * Ben Tennyson: Yeah. I'm completely disinterested in a tour of an office building. It is a puzzler.


 * Julie Yamamoto: The Flame Keepers' Circle believe that thousands of years of ago, mankind was visited by benevolent aliens, who gave us the beginnings of technology.
 * Ben Tennyson: Benevolent? I guess anything's possible...


 * Kevin Levin: They've sure got a swanky set up. What do they do for money again?
 * Julie Yamamoto: They take donations.
 * Kevin Levin: Sweet. Argit would love this place.


 * Julie Yamamoto: They were excited to get me onboard. My celebrity can help raise awareness of their organization.
 * Ben Tennyson: Your celebrity for being ranked 173 in Women's Tennis or for being the girlfriend of the Ben Tennyson?
 * Julie Yamamoto: First of all I'm ranked 83! And I've only been in five tournaments.


 * Julie Yamamoto: That's Conduit's chamber. It's private.
 * Kevin Levin: (to Ben) That's where he keeps the donations he bilks out of his suckers.


 * Conduit Edwards: The new age of mankind is about to begin. I would love to bring the Ben Tennyson on board with our cause.
 * Ben Tennyson: Uh...
 * Kevin Levin: (later, outside the building) Don't think you scored any points with Julie back there.
 * Julie Yamamoto: (turning around) Okay, so you're not into it. I get it. That's fine. But did you have to laugh in his face?!
 * Ben Tennyson: Julie, it was an accident. Sometimes I laugh inappropriately in awkward situations.
 * Julie Yamamoto: You're a terrible boyfriend.
 * Ben Tennyson: Ah ha ha... heh... (covers mouth, realizing that he just laughed inappropriately in an awkward situation)
 * Julie Yamamoto: I'm not talking to you.


 * Julie Yamamoto: Does it ever occur to you that everything isn't always about you?
 * Ben Tennyson: Not really, no.


 * Kevin Levin: In Ben's defense, you are way too smart to be buying into this junk.
 * Julie Yamamoto: Which junk is that, Kevin? The using technology to help people junk? Or maybe the modernizing of hospitals and schools junk? So what is it, the existence of aliens?
 * Kevin Levin: Well-
 * Julie Yamamoto: (sarcastically and pacing) Oh... right, because we've never seen aliens before! How many different aliens can you turn into now? 50?
 * Ben Tennyson: 63.
 * Julie Yamamoto: And yet believing in aliens is laughable?


 * Ben Tennyson: Say Diagon is real... it still wouldn't be right to use his alien tech to change the planet.
 * Kevin Levin: Ben's right. They've got rules for that stuff.
 * Julie Yamamoto: (sarcastically) I see. So only you're allowed to use alien tech to save the world.
 * Ben Tennyson: Right. I mean, no... that's not–
 * Julie Yamamoto: (stalks off) Never mind. Let's just drop it.
 * Ben Tennyson: Julie, I – look, you said there's some sort of member's meeting tonight?
 * (Julie stops to consider)
 * Kevin Levin: More tech talk with Conduit?
 * (shakes her head)
 * Julie Yamamoto: Forget it. I thought I wanted you here... but now I think it's best if you just leave.


 * [At Burger Shack]
 * Gwen Tennyson: Wanna talk about it?
 * Ben Tennyson: Talk about what?
 * Kevin Levin: The Julie thing.
 * Ben Tennyson: I know. She's doing volunteer work for a crooked organization, and she can't even see it.
 * Gwen Tennyson: Come on, guys. Give Julie some credit, she's not a dope.
 * Ben Tennyson: True, but that doesn't mean she can't get in over her head.


 * Kevin Levin: The ship got jacked on a routine run through this quadrant. What do you say we skip dessert and do a little follow up?
 * Ben Tennyson: You guys can handle it without me, right?
 * Gwen Tennyson: Have some apologizing to do?
 * Ben Tennyson: Only if I'm wrong.


 * Vilgax: I was wondering when you would find me.
 * Ben Tennyson: Vilgax? How can you be here?
 * Vilgax: These days they call me Diagon!


 * Ben Tennyson: You don't have an empire genius. It fell after everyone heard you were dead. [Vilgax growls] You know how it is, when the cat's away, the mice will play.
 * Vilgax: Those who resist my rule will be washed away in the tide of battle. My empire will rise again!
 * Ben Tennyson: Yeah, about that – not gonna happen.


 * Conduit Edwards: What will it be, Tennyson?
 * Ultimate Big Chill: Alright, you win.
 * [Ultimate Big Chill transforms from Big Chill to Ben. Ben lands on the ground.]
 * Ben Tennyson: I did what you wanted. Let her go.
 * [Julie and Conduit Edwards look at each other, then Julie releases Conduit Edwards' grip on her.]
 * Julie Yamamoto: [Approaches Ben] It's okay. He wasn't really going to hurt me.
 * Conduit Edwards: That's right, Ben. She wasn't my hostage. She was my accomplice.
 * Ben Tennyson: Julie, you– [Julie hugs him] What is going on here?
 * Julie Yamamoto: It was the only way I could get Big Chill to chill out.
 * Ben Tennyson: [Release Julie's hug on him] You are fighting on the wrong side here. These people are dangerous. You don't understand.
 * Julie Yamamoto: You're the one missing it. We don't need to fight. The stories were real. [Approaches Vilgax's tank] Diagon is back, and he's going to bring us the technology needed to heal the world.
 * Ben Tennyson: Julie, no! Stay away from him!
 * Julie Yamamoto: He's not going to hurt me. He's about to bring a new Golden Age to all humanity. No sickness, no war. Don't you see?
 * Vilgax: He sees all too well, child. He sees a world where he's no longer special. A healthy, safe world where he is no longer needed.
 * Conduit Edwards: That is the real reason he stands in our way.
 * Julie Yamamoto: Ben's not like that. If you'd just let me explain it to him.
 * Ben Tennyson: This isn't about me at all. Even if Diagon was real, using alien technology to accelerate a planet's natural development won't bring Utopia. It'll bring disaster. It's happened before. Why do you think the Plumbers have those laws? But even that's not the point! Because that isn't Diagon. His name is Vilgax! He's not a hero. He's a selfish evil warlord who's using you. And if you let him get in his ship, he's going to fly off and start an Interstellar Civil War!
 * Julie Yamamoto: That's Vilgax? You telling the truth?
 * [Gwen and Kevin arrive.]
 * Kevin Levin: Mostly. Except for the flying off part, that ship isn't going anywhere.


 * Vilgax: Enough. Destroy the boy. Destroy Ben Tennyson!
 * Ben Tennyson: Just so you know - I'm starting to take this personally. [Activates the Ultimatrix]
 * Echo Echo: Echo Echo! [Echo Echo attacks]
 * Julie Yamamoto: I hate it when he does that!
 * Gwen Tennyson: What?

Double or Nothing

 * [Flying on Rust Bucket 3]
 * Ben Tennyson: I'm telling you, it's just wrong.
 * Kevin Levin: Pretending to be you in a stage show for money? Sure is -- unless they pay you.
 * Ben Tennyson: Right? I mean, no. I mean, aren't there laws about this -- facial copyright or something?
 * Gwen Tennyson: According to their website, this show sells out everywhere it plays. People are driving all over to see you.
 * Ben Tennyson: So?
 * Kevin Levin: Kind of seems like a compliment.
 * Ben Tennyson: Compliment? Did you see that guy's hair?
 * Gwen Tennyson: Okay. Nice work on the priorities.

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 * Vilgax Actor: Attention earthlings, I am Vilgax, the conqueror! Here on my moon base... on the moon! Surrender, or I shall destroy you!
 * (In the audience, Kevin whispers to Ben)
 * Kevin Levin: Moon base?
 * Ben Tennyson: Yeah, I hear it's on the moon.

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 * Gwen Tennyson: C'mon! Even you have to admit this is kinda of awesome.
 * (On the stage, Vilgax Actor is the top of a moon crater)
 *  Vilgax Actor: (evil laughs) You are trapped, Ben Tennyson! You cannot save yourself!
 * (Albedo (as Ben) It's now trapped behind on laser bars)
 * Albedo (as Ben): Well, In that case I have to call for a little help... from the GWENETTES! (whistles)
 * (10 Gwens with belly shirts come on stage and launch pink fireworks, referring to her mana powers)
 * (In the audience, Kevin looks appreciating the Gwenettes'')
 * Kevin Levin: 10 Gwens...
 * Gwen Tennyson: That is so WRONG!
 *  Kevin Levin: Uh, Exactly what I was thinking...

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 * Kevin Levin: Remember before we do anything, we find out all the facts.
 * Ben Tennyson: Since when did you become the voice of reason?
 * Kevin Levin: Since you two became theatre critics.
 * Gwen Tennyson: I am perfectly calm! [Gwen's eyes and hand glow] Now I'm perfectly calm.
 * Kevin Levin: I don't see what you're so sore about. I'm not even in the show.

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 * Albedo: (takes off brown wig and turns to the team) Ben Tennyson. We meet again.
 * Ben Tennyson: Albedo?! What do you think you're doing?!
 * Albedo: I was about go out for some chili fries. Care to join me?
 * Ben Tennyson: I mean, what are you doing with this show?
 * Albedo: Truth be told, I'm making the best of a bad situation. Thanks to you, I have no Ultimatrix and hence no way to fly myself away from this sad little planet your actions stranded me upon. Worst of all, I'm trapped in this repulsive human form! And since I needed some way to earn a living... I realized that the most fitting, if ironic, choice would be to make money off of you, so I created "Ben 10 Live."
 * Ben Tennyson: Well, you just had your last curtain call. The show's over.
 * Albedo: [shocked gasp] And disappoint my fans?
 * Ben Tennyson: My fans!
 * Albedo: Whatever. (throws a sound wave grenade on the floor)

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 * Ben Tennyson: I thought you said you didn't have an Ultimatrix.
 * Swamps: Yeah. So?
 * Ben Tennyson: So if you don't have an Ultimatrix, how did you change into Swampfire?
 * Swamps: Uh, that's uh... none of your business!

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 * NRG: You're going to have to do better than that Albedo. [Hugh appears] Really?
 * Hugh: Really. Wait. Time out. [removes his glasses] Bring it on.

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 * Albedo: You'll ruin everything!
 * Ultimate Spidermonkey: Yeah, that's sorta the plan!

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 * Ultimate Spidermonkey: How's it hanging?
 * Hugh: Uh, would you mind letting me down? I have a... major fear of heights... and of falling and losing.

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 * (Fridge appears to fight Ben)
 * Fridge: I changed again, now I'm a different creature!

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 * Kevin Levin: Why do bad guys always have their hideouts in a warehouse? Do they get a discount?

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 * Gwen Tennyson: This Ultimatrix is just an overgrown strobe light. Between that and the smoke, he blinded the audience long enough to cover the aliens' entrances and exits.
 * Kevin Levin: So, you've been going around the country, doing this act for...
 * Albedo: Ever since I escaped from Vilgax's ship. Every second-rate resort, sales convention, and county fair. In one night, out the next.
 * Gwen Tennyson: But now you're going to stop, right?
 * Albedo: WHAT? And give up show business?
 * Ben Tennyson: [Preparing to activate the Ultimatrix] Oh I am so going to clobber you!
 * Gwen Tennyson: Oh, but what's the point?
 * Ben Tennyson: What's the point? I'll tell you what's the point! How many times has Albedo stolen the Omnitrix or the Ultimatrix or kidnapped you or, might I add, tried to kill me?! And--and now here he is again, ripping me off, using my face to fool people and steal their money with this ridiculous dog-and-phony show!
 * Kevin Levin: Feel better?
 * Ben Tennyson: A little.
 * Gwen Tennyson: Ben, if you want to shut down "Ben 10 Live," fine. My dad's a lawyer. Let him handle it.
 * Ben Tennyson: Yeah, but--
 *  Gwen Tennyson: I don't like him, either. But Albedo isn't a threat anymore. He's a nuisance.
 * Albedo: You needn't worry. Tonight was our last performance
 * Hugh: What?! B-but what about --
 * Albedo: I said we're done.
 * Ben Tennyson: All right. But try anything like this again and I'll-- I'll--
 * Gwen Tennyson: See you in court.
 * Ben Tennyson: Yeah! That.

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 * Ben Tennyson: (about Albedo) I still think he deserved a major beat down.

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 * Hugh: (grabbing hold of Ben) Albedo, run!
 * NRG: Hey, whose side are you on?
 * Hugh: Actually, that's kind of complicated.
 * NRG: Well, let me know when you figure it out.

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 * Gwen Tennyson: (as Ben and Albedo fight) We have to do something!
 * Kevin Levin: Like take bets?

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 * Hugh: I didn't say "destroy." Actually what he's got planned is even crazier. The bomb is designed to rewrite DNA. So everyone on the whole world will be a genetic duplicate of Ben Tennyson.
 * Kevin Levin: That's horrible! [Ben glares at Kevin] No offense.

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 * Ben Tennyson: (holding onto Albedo's leg) You're not going anywhere! Uh-oh.
 * [the bomb explodes; destroying the warehouse]

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 * Galvin Albedo: I'm getting off this backwater planet while the getting is good! With any luck, I will never see your hideous face again - in the mirror or in person.
 * Ben Tennyson: Still trying to catch up. So you're saying that wasn't a doomsday bomb?
 * Galvin Albedo: A what?
 * Ben Tennyson: A doomsday bomb. That was going to make everyone on earth look like me? Okay, now that I say it out loud, it does sound stupid.

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 * Albedo: You imbecile! The Ultimatrix must have interfered with the alteration field. So now whatever I turn into, I'll always change back... to this!
 * Hugh: It's all my fault, Albedo. I-I brought them here.
 * Albedo: Why would you do that?
 * Hugh: Back home, I'm a nothing. But here on earth, I-I'm kind of a celebrity. At least I closely resemble a celebrity. Most importantly, I had friends, especially you. That's why I told Ben Tennyson, so he would stop you, so you wouldn't leave.
 * Albedo: I don't blame you, Hugh. (turns and points to Ben) I blame YOU! You did this to me! It's always YOU!

The Perfect Girlfriend

 * Julie Yamamoto: Thanks. See you in three weeks. That's a long time, isn't it?
 * Ben Tennyson: I'll go up to the gate with you.
 * Gwen Tennyson: Security won't let you in without a ticket.
 * Ben Tennyson: Sure they will. What's the point of International Megastardom if I can't abuse it fora few more minutes with my girl. [to Gwen] Back in an hour, okay?

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 * Gwen Tennyson: Go after her.
 * Ben Tennyson: No. I'm going after Ssserpent.
 * Gwen Tennyson: Then go by yourself. [to Julie] Wait for me.

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 * Julie Yamamoto: Why do I need a reason? Ben means more to me than some silly tennis matches. It's as simple as that.
 * Gwen Tennyson: But to give up something you've worked so hard for.
 * Julie Yamamoto: A girl's got to have her priorities.

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 * Julie Yamamoto: [as they're about to go shopping] You bringing Kevin?
 * Kevin Levin: [Sarcastically] Nothing I'd rather do.
 * Ben Tennyson: So why do it?
 * Kevin Levin: Because it makes her happy. And when she's not happy. I'm not happy.

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 * Julie Yamamoto: Look, I love Ben. That's all there is to it.
 * Gwen Tennyson: Fine. But that doesn't mean you should make such a big sacrifice.
 * Julie Yamamoto: That's what you do when you love somebody.
 * Gwen Tennyson: No. You both make sacrifices for each other. What's Ben giving up?

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 * Gwen Tennyson: I think this all has to do something with Julie and Ship. Uh, remember how he barked at her?
 * Kevin Levin: Maybe he has dynsentary. Wonder who you take him to for shots: a vet or a mechanic.

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 * SWAT Team Member: There may be hostages. We're waiting for backup.
 * Goop: I'm all the backup you need.

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 * Cop: What did you do to him?
 * Ben Tennyson: This isn't Ssserpent. It's just his skin. He shed it. He's probably 50 miles from here by now. I gotta go.

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 * Way Big: This doesn't prove anything.
 * Kevin Levin: Ben, I know you like her, but come on.
 * Way Big: All the enemies we've had over the years, any of them could've done this.
 * Kevin Levin: Really? Animate buildings?
 * Way Big: Well... some of them. Three or four of them – maybe. Julie can't do this.
 * Kevin Levin: So how'd she manage?

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 * Julie Yamamoto: Ben, I've done everything you've asked. And even things you didn't ask for. [Julie starts morphing]
 * Elena Validus: And I always will.
 * Ben Tennyson: Elena.
 * Elena Validus: I was Elena. But then I was Julie. But if you don't like them [Elena changes into other people] I can be anyone you want me to be.

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 * Ben Tennyson: Elena, what do you want?
 * Elena Validus: Does it matter?
 * Ben Tennyson: It does! Kevin's changed a lot – and for the better, since he's been with Gwen. If she'd just done everything he wanted. He'd still be the same old Kevin.
 * Elena Validus: I'll be more like Gwen if that's what you want.
 * Ben Tennyson: It's got to be what you want, Elena.
 * Elena Validus: Don't you understand? I just want you.
 * Ben Tennyson: That's not enough!

<hr width="50%"/>
 * Julie Yamamoto: What are you going to do? Kill him? If you can't have him, no one can, is that it?
 * Elena Validus: I – I love him.
 * Julie Yamamoto: You don't know what love is.

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 * Julie Yamamoto: [Elena's morphed into Julie] Maybe I don't know what love is. But now I know what hate is. You'll see me again!

The Ultimate Sacrifice

 * Red Robot: After I beat you guys, everybody will know I'm the toughest guy in the galaxy!
 * Humongousaur: Toughest guy in the galaxy? That would be me!

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 * Ultimate Humungousaur: Ultimate Humungoursaur! [Ultimate Humungousaur Rage Mode Arm Blow Tentacle Damaged Red Robot Tail Strike And Missile & Punch Red Robot]]
 * Gwen Tennyson:Ben Stop It!
 * Kevin Levin: Dude What Are You Doing!

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 * Red Robot: I give up.
 * Sentient Ultimate Humungosaur: [Ultimate Humungosaur continues to pound the robot] Not... an option.
 * Gwen Tennyson: Ben, calm down!
 * Sentient Ultimate Humungosaur: My name's... not... BEN!!!

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 * Gwen Tennyson: [as Ben and Ultimate Humungousaur are fighting over control of their body] We gotta stop this before he hurts himself.
 * Kevin Levin: Fine. [Kevin hits Ultimate Humungousaur]
 * Gwen Tennyson: Enjoyed that?
 * Kevin Levin: Maybe a little.

<hr width="50%"/>
 * Gwen Tennyson: Dr. Borges, my aunt Sandra said you're the best psychiatrist in town – and she would know.

<hr width="50%"/>
 * Dr. Borges: It's always good to begin at the psychological root. Tell me something about your relationship with your mother.
 * Sentient Ultimate Humungousaur: My mother tried to eat me before I even hatched!
 * Dr Borges: O...kay... there are probably some issues around that.

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 * Kevin Levin: [after Ben disappears] You think he's dead
 * Gwen Tennyson: Don't say that. I'd know if he was.
 * Kevin Levin: How?
 * Gwen Tennyson: I just would.

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 * Kevin Levin: I hate recordings, almost as much as I hate people telling me what to do!

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 * Ben Tennyson: You're not real. You're just parts of me!
 * Sentient Ultimate Echo Echo: Liar! (let out a sonic scream knocking him down. Sentient Ultimate Spider-Monkey then wraps Ben up with his web. Sentient Ultimate Humongousaur picks him up in his hand)
 * Sentient Ultimate Humongousaur: When are you going to get it through that thick skull? That we're not part of you.
 * Sentient Ultimate Swampfire: We're individuals with our own hearts and minds and will!
 * Sentient Ultimate Big Chill: And we're sick of being trapped here in the Ultimatrix.
 * Ben Tennyson: Wait Wait. This is the Ultimatrix?
 * Sentient Ultimate Humongousaur: You've been our jailer Tennyson. (puts Ben on the ground and starts dragging him away; The Ultimates walk with him) But now you're our ticket out.

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 * Ben Tennyson: I'm too young to die and too famous, not to mention handsome and smart and talented and charming let's not forget that! But, if I am dead, chances are the place with the fiery red light is not where I wanna go! [Earthquake] Great! I'm dead and there's an earthquake.
 * Sentient Ultimate Humungosaur: It's not an earthquake. And you're not dead yet.

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 * Sentient Ultimate Humongousaur: I'm sick of being held captive within this, this... disgusting human!
 * Ben Tennyson: Who's calling who disgusting? You ever get a whiff of your breath?

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 * (Ben transforms into Ghostfreak)
 * Ghostfreak: Ghostfreak! (Phases through Ultimate Spidermonkey's web) Now, you're under my control! (Bumps into Sentient Ultimate Humungousaur's chest)
 * Sentient Ultimate Humungousaur: (Laughs), You don't understand anything, do you Tennyson? You can't control us! Not ever again!
 * (Sentient Ultimate Big Chill freezes Ghostfreak, who then becomes Heatblast)

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 * Brainstorm: Listen whatever's going on here, I didn't do it to you. I'm one of the good guys, remember? I'm a hero.
 * Sentient Ultimate Humungousaur: Hero? You treat us like slaves!

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 * Sentient Ultimate Humungousaur: Time to pay for your sins, Tennyson!
 * Gwen Tennyson: Hey! Nobody picks on Ben but me! That's the way it works in families, right?

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 * Gwen Tennyson: That's enough!
 * Ben Tennyson: Gwen, don't. If you use that power too long...
 * Gwen Tennyson: I risk losing my humanity. That's why I'm not wasting any more time. I'm destroying these transformations, Ben.
 * Ben Tennyson: No, Gwen. Stand down.
 * Gwen Tennyson: But...
 * Ben Tennyson: Stand down!
 * Sentient Ultimate Humungousaur: If this is some kind of trick...
 * Ben Tennyson: No tricks. There's only one way out of this. In order for the Ultimates to live, I have to die.

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 * Kevin Levin: Tennyson may have messed up the Ultimatrix, but he's put himself on the line again, again. (gets attacked) He's risked his life a hundred times for people he didn't even know, for slobs like me, for jerks like you. He's a hero and more important...he's my best friend.

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 * Azmuth: You, Kevin Levin, are evolving. Perhaps there's the tiniest speck of hope for this universe after all. You could have called.
 * Kevin Levin: I didn't get your number.

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 * Ben Tennyson: Wait. Before you – let me say goodbye to Gwen.
 * Sentient Ultimate Big Chill: Do you think we're fools?
 * Sentient Ultimate Humungousaur: No. Let him say his goodbyes. He deserves that much at least.
 * Gwen Tennyson: What's the plan?
 * Ben Tennyson: No plan. I don't know why they branched off and became individuals, but I know that they deserve to be free.
 * Gwen Tennyson: So do you.
 * Ben Tennyson: [Ben kisses Gwen on the forehead] Goodbye, Gwen. [Ben walks to the pit] You probably won't believe this, but I never meant for you to suffer, any of you. And I'm sorry.
 * [Ben pauses, then jumps into the pit]

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 * Ben Tennyson: But I jumped into the pit. Why am I still alive? Not that I'm complaining, mind you.
 * Azmuth: Your intention was what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free –genuine self-sacrifice – more rare than Astatine or Francium. That's twice today I have found a small measure of hope – a very disturbing pattern.

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 * Ben Tennyson: I don't know about your guys, but I'm starving. Burgers?
 * Kevin Levin: My treat.
 * Gwen Tennyson: Your treat?
 * Kevin Levin: Hey, it's the least I can do for my best girl. And my best friend.

The Widening Gyre

 * Agent: Standard operating procedure is to show up unannounced and demand that you come with us... But we know we're dealing with Ben Tennyson. So we're asking, would you please come with us?

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 * Ben Tennyson: Colonel Rozum. This must be pretty embarrassing.
 * Colonel Rozum: Embarassing?
 * Kevin Levin: He probably means the way we saved the Air Forces butt last time even though you were involved in all kinds of dirty ops.
 * Ben Tennyson: That's what I meant.
 * Kevin Levin: And now he needs another favor.
 * Gwen Tennyson: Embarrassing.

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 * Colonel Rozum: 18 months ago, my sister was on a ship that sailed too close to the vortex. After she went missing, I sent two of my best agents to investigate. They disappeared too. Now my bosses want me to shut the investigation down – officially.
 * Gwen Tennyson: So you need someone to investigate – unofficially.

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 * Gwen Tennyson: (after the Rustbucket III lands on the island of garbage) This is unbelievable!
 * Ben Tennyson: No kidding. I've never smelled anything this bad.
 * Kevin Levin: Not since the last time you–
 * Gwen Tennyson: Let the easy ones go, Kevin.

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

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 * Kevin Levin: (using a narrator's voice) Meanwhile back in the garbage vortex, Gwen Tennyson makes a shocking discovery.
 * Gwen Tennyson: I'm glad you're taking this seriously, Kevin!
 * Kevin Levin: (continuing to use his narrator's voice) But Gwen Tennyson is not amused.

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 * Agent Bryson: New arrivals. You're lucky to be alive. Though after a few weeks here, you might not feel so lucky.
 * Gwen Tennyson: We were sent her to help.
 * Agent Locke: So were we. You see how well that turned out.

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 * Agent Bryson: The only thing that matters is become victims to the all-powerful garbage patch!
 * Agent Locke: Excuse my partner. He's prone to being overly dramatic.
 * Agent Bryson: [curiously] Am I overly dramatic? Am I really?
 * Kevin Levin: No way. This is like that other show that I used to watch. With the two agents who went around investigating weird stuff. What was the name of that show?
 * Gwen Tennyson: Can you stop talking about old TV shows for five minutes?!
 * Kevin Levin: It'll come to me.

<hr width="50%"/>
 * Kevin Levin: If only we had power rings, like on that show that I can't remember the name of. They could harness their rings with the power to recycle-- or clean power…or something. Anyways, it was awesome. [turns to Gwen, who isn't listening] You're not listening to me, are you?
 * Gwen Tennyson: Nobody's ever listening to you.
 * Ben Tennyson: Rozum was worried about his sister. Did you find her?
 * Agent Locke: She's here, but she's injured and needs medical attention.
 * Ben Tennyson: No problem. Let's get the survivors off the island.
 * Trash Monster: No one is going anywhere. [reveals himself] The humans cannot be allowed to leave.
 * Ben Tennyson: Nobody mentioned the garbage could talk!
 * Agent Bryson: I was working up to it.
 * Trash Monster: The flow of trash has stopped. We were promised sustenance. We must have more garbage.
 * Ben Tennyson: We can discuss this, negotiate something. But first we have to take the people off the island.
 * Trash Monster: The humans will not be allowed to leave. We will hold the humans prisoner until the flow of trash resumes.
 * Ben Tennyson: Should've known this would be trouble. Nothing that smells this bad can be good.

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 * Agent Bryson: I don't like it. You should come with us.
 * Ben Tennyson: We'll be okay.
 * Agent Bryson: I wish I could believe that… I want to believe…
 * Kevin Levin: Come on! Am I the only one who sees this? Nobody else watches television but me?

<hr width="50%"/>
 * Gwen Tennyson: We were wrong. The monster wasn't on the island.
 * Ben Tennyson: The monster was the island.

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 * Kevin Levin: (mimicking a television announcer) Once again, peace is restored to the planet, thanks in no small part to the efforts of our hero, Kevin Levin. (notices the others staring) …And friends.

The Mother of all Vreedles

 * Ma Vreedle: [Entering] Gemete's-n-Things closes in half an hour.
 * Centur Squaar: M-m-m-Ma Vreedle?
 * Ma Vreedle: Yep. Hi. Can't really chat now. Gonna shoot y'all. Steal the valuables. Make a clean getaway like that.

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 * Centur Squaar: Take the money. Don't shoot me. I'm too young and witty to die.
 * Ma Vreedle: That's smart, you got nothing to lose by co-operating but money what ain't even yours.
 * Rhomboid Vreedle: Uhmm, and your dignity and trustworthiness...
 * Octagon Vreedle: Boid.
 * Rhomboid Vreedle: And probably your job.
 * Octagon Vreedle: Boid!
 * Rhomboid Vreedle: What?

<hr width="50%"/>
 * Rhomboid Vreedle: We promised our daddy we was going straight. When we joined the Plumbers we said we wasn't gonnga steal, kill and blow stuff up and what-not.
 * Octagon Vreedle: Clearly Boid, we is what you is called redicultavating which condition I impute to love for Ma.

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 * Kevin Levin: Let's get a look at these ruthless killers.
 * Ma Vreedle: [On the monitor] Who's my pretty boy? Ooo that's right. You're my pretty boy.
 * Kevin Levin: Ma Vreedle? [Kevin turns the ship around]
 * Ben Tennyson: Where are you going?
 * Kevin Levin: The other direction. Nobody messes with Ma Vreedle!
 * Gwen Tennyson: As in, Octagon and Rhomboid Vreedle's mother?

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 * Gwen Tennyson: Are you afraid of her?
 * Kevin Levin: Yeah. Who's dumb enough not to be? [Kevin looks at Ben] Oh man!

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 * Kevin Levin: After we're dead, don't say I didn't warn you.

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 * Spidermonkey: Like water skiing without the water...or the skis.

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 * Gwen Tennyson: You're supposed to be Plumbers now. I thought you two were better than this.
 * Octagon Vreedle: Begging your pardon, but we ain't never been better than anything.

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 * Octagon Vreedle: As much as I would like to see precisely how Pretty Boy blows up.
 * Rhomboid Vreedle: You're right. Ma would never forgive us.

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 * Ma Vreedle: You tricked me!
 * Big Chill: You're just getting that now? The apple really doesn't fall far from the tree.

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 * Octagon Vreedle: Come out, miss. Before your friend get disincorporated. Family first they say.
 * Gwen Tennyson: We're family too. We're all Plumbers.
 * Rhomboid Vreedle: Ain't that nice.
 * Octagon Vreedle: On the contrary Rhomboid, we now got us a dilemma. Between what you call familial duty and fraternal type.
 * Gwen Tennyson: That's it. Who's your real family? An Intergalactic Order of Peacekeepers or a bunch of pretty boys.

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 * Octagon Vreedle: Rhomboid, this is one of those rare problems where you can't solve anything with violence.
 * Rhomboid Vreedle: Oh no!
 * Octagon Vreedle: It's nature versus nurture what lies at the crux of the issue.

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 * Rhomboid Vreedle: Ma tried to blow us up.
 * Octagon Vreedle: Which seems somewhat uncalled for.
 * Gwen Tennyson: What are you going to do about it?
 * Kevin Levin: Yeah. What are you a man or a Vreedle?

<hr width="50%"/>
 * Ma Vreedle: My own sons turn on me? I'll murderalize every last one of you! Then I'll murderalize your wretched pa! And then I'll murderalize everyone you know!
 * Octagon Vreedle: Ma, you are overreacting considerable.
 * Ma Vreedle: I'm overreacting? I'M OVERREACTING?
 * Octagon Vreedle: That strikes one as ironic right there.

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 * Big Chill: Wait! I'm a mother too.
 * Ma Vreedle: You are?
 * Big Chill: Yes. Son I know how you must feel.
 * Ma Vreedle: Oh yeah? Where are your kids?
 * Big Chill: Off in deep space somewhere. That's probably not the best example.

<hr width="50%"/>
 * Ma Vreedle: And I would've gotten away with it too if it weren't for my meddling kids! You're grounded! YOU'RE ALL GROUNDED.
 * Octagon Vreedle: Boid, this is gonna require on boatload of therapy.

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 * Will Harangue: Once again, NASA has reported sighting an incoming meteor heading straight for Earth at an unbelievable speed. Scientists worry that the impact could cause major disruptions to climate. Huh, there we go. Next thing you know, they'll be using it as an excuse to raise taxes!

A Knight to Remember

 * Conduit Edwards: Hurry, he is very ill.
 * Vilgax: Dagon wan't food. If I am the heal, I need power.
 * Conduit Edwards: Great Dagon, there is only one source of such power, you heart.
 * Vilgax: My heart?! Of course, bring it to me.
 * Conduit Edwards: But master, don't you remember? We cannot bring the heart to you. We must take you to it.
 * Vilgax: Then, do so at once.
 * Plumber: This is surveiveillance team 3, target B is on the move. What do you want us to do?
 * Ben Tennyson: Don't let him escape, we're on our way.
 * Plumber: This is the Plumbers, lay down your weapons.
 * Conduit Edwards: We don't need weapons.
 * Plumber: Where they go. Hold your positions. There they are.
 * Conduit Edwards: You have served Dagon well.
 * Ben Tennyson: One problem. That guy in the truck is not Dagon, it's Vilgax. And he's been playing you all for suckers.
 * Conduit Edwards: How dare you even speak our master's name?
 * Gwen Tennyson: Oh, use your heads. If he really is your almighty Diagon. Why does he need a truck to get around.
 * Conduit Edwards: Silence!
 * Kevin Levin: You two done being reasonable?
 * Gwen & Ben Tennyson: Definitely.
 * Rath: Let me tell you something, Rath is gonna...
 * Gwen Tennyson: Ben?
 * Kevin Levin: You'll be fine, come on. Getting a little fustrated.
 * Gwen Tennyson: They're climbing around on stairs in a parallel dimension.
 * Kevin Levin: Sure!
 * Rath: Let me tell you something, condiment! You ain't going nowhere! Huh?
 * Kevin Levin: Hey, where are you... Oh.
 * Rath: Get the Plumbers out of here.
 * Gwen Tennyson: Will do.
 * Kevin Levin: Let's move it.

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 * Ben Tennyson: Sorry about your team.
 * Plumber: It's comes with a territory, Ben. We're all professionals.

<hr width="50%"/>
 * Kevin Levin: Payback time?
 * Ben Tennyson: [looks at the captured Esoterica agent] Oh, for sure.
 * Gwen Tennyson: He's coming around.
 * Kevin Levin: Let me help.
 * Gwen Tennyson: Winston?!
 * Kevin Levin: What do you know, squire handsome.
 * Gwen Tennyson: Are we still doing the jealous thing?
 * Kevin Kevin: Maybe if some real competition showed up. I'm really just wondering what a forever knight is doing hanging out with the flame keeper's circle.
 * Ben Tennyson: Could be the glowy eyes.
 * Winston: Ah. Hello, you're a site for sure eyes.
 * Kevin Levin: Everybody's thrilled to see you too.
 * Ben Tennyson: How long have you been in Esoterica.
 * Winston: Pardon?
 * Gwen Tennyson: A follower a Diagon. The Dragon.
 * Winston: You're daft.
 * Kevin Levin: Then what's with the outfit? you going to a costume party?
 * Winston: This isn't impossible! I must report to Sir Driscoll straight away.
 * Kevin Levin: Yeah, like we'd let that happen.
 * Ben Tennyson: No, he's right. In fact it's just what we want him to do.

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 * Sir Driscoll: I wonder what this does.
 * Ben Tennyson: [Appearing from the side] My suggestion, don't push the red button. That never goes well.
 * Fasttrack: Fasttrack!
 * Sir Driscol: How dare you come here!
 * Ben Tennyson: No time for the usual 12 rounds, Driscoll. We have a crisis and you have a personnel problem.
 * Sir Driscoll: You're talking gibberish.
 * Ben Tennyson: Okay, don't take my word for it.
 * Kevin Levin: Seems like your boy Winston hasn't been feeling himself lately.
 * Sir Driscoll: What did you do to him?
 * Gwen Tennyson: We didn't do anything he's been under the control of the Diagon.
 * Winston: Forgive me my leash. In my weakness I have disonored the forever knights.
 * Sir Driscoll: Sir Cyrus, squire is a traitor. You know what to do.
 * Ben Tennyson: Look, let's not go all medieval here. Winston couldn't help it.
 * Sir Driscoll: What do you mean?
 * Ben Tennyson: You remember that cave with the seal. The one your guys busted open? But, well anyone who was near there could be under Diagon's influence.
 * Ben Tennyson: Okay, then. Educate me.
 * Sir Driscoll: The heart of the dragon is the essence of Diagon's life force, and our founder the original Forever Knight, captured it long ago. Perhaps, you've heard the story of Saint George and the dragon. Over the centuries, many cultures have laid claim to this tale, embellishing it in various ways. Here is what actually happened. George was a noble knight. He served his king, but defended the helpless wherever he traveled. One day, while in a far off land, he heard tale of a hideous creature. A dragon. It arrived without warning from out of thin air. Anyone who dared to challenge it met with a brutal death and became its slave. Sir George confronted the beast. It tried to seize control of his mind, but he was too strong. Diagon's powers were formidable, yet George fought on. And using the mighty sword Askalon, cut out the heart of the beast. And still it would not die. The Forever Knight cast the creature back into the pit from whence it came, and sealed it in, separated from its heart, the source of its unnatural power. So long as the sword pierces the dragon's heart, dragon cannot regain his full power. And we are safe.
 * Kevin Levin: You mean we were safe.
 * Ben Tennyson: We need to protect the heart from Vilgax.
 * Sir Driscoll: That is easily said but to protect it. We must first find it.
 * Kevin Levin: What? You lose the adress?
 * Sir Driscoll: Those who had fallen under the dragon's spell built in shrine around the heart it travels between Diagon's world and ours and it never appears twice in the same place.
 * Ben Tennyson: But I'll George knows where to find it. Why don't we ask him?
 * Kevin Levin: Uh, Ben, kind of hard to do a Q&A with a guy who's been dead since the middle ages.
 * Ben Tennyson: Except George, isn't dead, is he?
 * Sir Driscoll: How did you know?
 * Ben Tennyson: You talk about him like you know him personally. He's some kind of immortal, right?
 * Sir Driscoll: His life is bound to the sword of Askalon. He cannot die nor can we question him.
 * Ben Tennyson: I'm not in the mood the argue protocol, Driscoll.
 * Sir Driscoll: The first knight has been missing for days. We know not where he's gone.
 * Ben Tennyson: Then we better find him, don't you think?

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 * Kevin Levin: [Gwen's eyes are glowing green and her voice has changed] Gwen, you're scaring me a little. [Gwen raises her glowing hands. Kevin backs off] Okay, a lot.

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 * Diagon: Heed me. If your Vilgax acquires my heart, he will have enough power to rule your universe.

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 * Kevin Levin: Whaddaya know, Squire handsome.
 * Gwen Tennyson: Are we still doing the jealous thing?
 * Kevin Levin: Maybe, if some real competition showed up.

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 * Sir Driscoll: [Entering Old George's room] These are his quarters. But these runes are undecipherable.
 * Gwen Tennyson: What do you mean? It's just calculus.
 * Kevin Levin: What's the matter? Don't they teach math in forever knight school?

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 * Sir Driscoll: You will need a weapon, sire.
 * Old George: My weapon waits for me in the shrine. It is long past time I retrieved it.

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 * Ben Tennyson: Enough shuddering in silence. You want to talk about it?
 * Gwen Tennyson: I feel sick.
 * Ben Tennyson: Well, the way Kevin flies...
 * Gwen Tennyson: Can you please be serious for once?
 * Ben Tennyson: I"m sorry.
 * Gwen Tennyson: That thing was in my head – controlling me like a puppet. I cannot tell you how disgusting that was. Why didn't I fight it?
 * Ben Tennyson: That's like being angry at yourself for catching a cold. It's not your fault. Besides, if anyone's to blame for all this – it's me. The Knights, Vilgax, the Esoterica, and now the Diagon – I should've put it all together sooner.
 * Gwen Tennyson: None of us saw it.
 * Kevin Levin: If we're voting on who to blame: I vote for Ben.

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 * Ben Tennyson: Gwen, I need you to teleport us to the seal.
 * Kevin Levin: Are you nuts? [Kevin puts the Rust Bucket on autopilot and joins Ben and Gwen in the back] She can barely do that when we're standing still. Now she's sick. We're going about a thousand miles an hour. And we're a mile up. It's too dangerous!
 * Ben Tennyson: We really don't have a choice.
 * Kevin Levin: [Kevin grabs Ben by his jacket] What do you mean "we?" You're the one who was so busy playing hero that he missed the big picture. And you are not going to risk her life now because you screwed up!
 * Gwen Tennyson: I can do it, Kevin. I have to.

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 * Gwen Tennyson: Diagon won. He got Vilgax to do his dirty work. And now he's taken his heart back to his dimension.
 * Ben Tennyson: Diagon has all his power again.
 * Old George: It's far from hopeless. [Old George picks up his sword, and raises it] Ascalalon is mine once again. Now – now you will see what the dragon saw. [the sword starts to glow]
 * Ben Tennyson: Stop him!
 * Sir George: [Old George reappears – younger] Let the dragon come.

Solitary Alignment

 * Ben Tennyson: You need to put the sword down.
 * Sir George: Why would I do that, young Master Tennyson? Ascalon is mine.
 * Azmuth: [Entering] No. It's mine!


 * Azmuth: And there's no reason to prolong this foolishness, give me my sword.
 *  Sir George: Not while the Diagon lives. If you want it you'll have to take it from me.
 * Azmuth: You think I can't? I am Azmuth, creator of the Omnitrix, sculptor of worlds, smartest being in five galaxies, of course I can take it from you... Ben Tennyson take it from him.
 * Ben Tennyson: You got it!
 * Gwen Tennyson: Ben, wait! Doesn't it seem a little–
 * Ben Tennyson: Azmuth is telling me to fight! You think I'm passing that up? (transforms into Fasttrack)
 * Fasttrack: Fasttrack!


 * Fasttrack: [after Fasttrack's attack fails] I thought that would go differently.
 * Kevin Levin: No, it's good. He loses way faster than XLR8.


 * Kevin Levin: (when witnessing Diagon's true appearance which isn't shown on TV) No.
 * Gwen Tennyson: I...I can't watch. I'm gonna be sick.
 * Ben Tennyson: Azmuth, get us out of here, now. NOW!
 * Azmuth: As you wish.


 * Sir George: What? Let me go!
 * Kevin Levin: Make me old man.
 * Sir George: Respect your elders, stripling. And by the way, hair pulling? Seriously? You fight like a girl.
 * Gwen Tennyson: (attacking Sir George) Wrong! I fight like a girl.


 * Sir George: It would be dishonorable of me to destroy you when you are ignorant of the stakes – to say nothing of the sword's true power. But be assured, the next time you get in my way - will be the last! [George leaves; Kevin rubs his eyes]
 * Kevin Levin: Man makes a convincing case. What do you think, Ben?
 * Gwen Tennyson: [Annoyed] Ben is over there.
 * Kevin Levin: Oh, I'm half blind, okay?
 * Gwen Tennyson: So I only half look like a guy?


 * Ben Tennyson: Look, you're the one who's always yelling at me about going into a fight without thinking - without asking the right questions. So I'm asking. Don't I deserve to know?
 * Azmuth: Uh. [Azmuth sighs] Very well. Close your eyes.


 * Sir George: I've been going easy on you. Stay down.
 * Humungousaur: Like that's gonna happen.


 * Zennith: [Flasback] I'm as curious as those forces as you. But I don't see the need to control them.
 * Young Azmuth: If you can't control something, you don't truly understand it.
 * Zennith: I understand you, Azmuth, and I'm sure you're beyond anyone's control.
 * Young Azmuth: All right, Zennith. I'll try things your way – I promise.
 * Ben Tennyson: [End of flashback] Let me guess: you broke your promise.


 * Zennith: [Flashback] It's irresponsible to create things without thinking through the ramifications.
 * Young Azmuth: It's not my job to worry about what happens next. What matters is what happens now.
 * Ben Tennyson: [End of flashback] Well, that's true enough. [Azmuth angrily punches the back of Ben's head] Ow! What–?
 * Azmuth: No, that's not true! That's the point of what I'm showing you! And I was once young and stupid as you are at this very moment.


 * Azmuth: Zennith was right after all. I swore to hide away the sword and to dedicate myself to peaceful sciences.
 * Gwen Tennyson: And you developed the Omnitrix as a way to promote interstellar peace and unity.
 * Azmuth: It was an apology for what I had built before.
 * Ben Tennyson: And I turned it into a weapon. Funny how that worked out, huh?
 * Azmuth: Yeah. Hilarious.


 * Azmuth: This sword is a weapon of terrible power. If wielded by one who is worthy, it cannot be stopped.
 * Sir George: If it is so formidable, why do you not wield it yourself?
 * Azmuth: Because I am not worthy.


 * Sir George: [Flashback] Do not doubt me, wise one. Your gift may have saved humanity. [George leaves. End of flashback]
 * Azmuth: Saved it, or doomed it? After defeating the errant knights and the Lucabras, St. George stood alone against the Diagon. He cut out its heart and left the sword buried in it. I'll show you. [Azmuth shows them George fight Diagon]
 * Kevin Levin: No!
 * Gwen Tennyson: I – I can't watch. [Gwen turns away] I'm gonna be sick.
 * Ben Tennyson: Azmuth get us out of here now! NOW!
 * Azmuth: As you wish.


 * Azmuth: Be careful, Ben Tennyson. You now know the stakes.
 * Ben Tennyson: Hey, I don't even bother getting out of bed in the morning unless the universe is on the line.


 * Sir George: Tell me, young master Tennyson; how can you, who has yet to live a single lifetime, know better than I, who has lived a thousand?
 * Ben Tennyson: Azmuth has lived way more than that.
 * Sir George: Yes. And notice, he isn't here.
 * Ben Tennyson: Yeah, but guess who is! (transforms into Ultimate Humungousaur)
 * Ultimate Humungousaur: Ultimate Humungousaur!
 * Sir George: Big. But I've slain bigger!


 * Sir George: Oh "Azmuth says?" You've had people second guessing you, Master Tennyson. Everyone from Azmuth, to your parents, to those jackals in the media. Does it not frustrate you? Their thinking that they know better than you?
 * Ultimate Humungousaur: A little – yeah.
 * Sir George: Welcome to my world.


 * Sir George: But mine have stood the test of time; mine have inspired millions! What will your legacy be? With what stars will you align? How many times have you known in your heart that your way is best? How many times have your plans been thwarted because the very people you're trying to help won't trust you?
 * Ultimate Humungousaur: What do you want?
 * Sir George: To be left alone. So that I can destroy my ancient enemy.
 * Ben Tennyson: [Ultimate Humungosaur changes back to Ben] Fine. My friends and I will back off. But when you fail, the sword is mine.
 * [Sir George nods.]


 * [Ben has just told Gwen, Kevin, and Azmuth about his deal with Sir George.]
 * Kevin Levin: So we stuck out our necks for nothing?
 * Ben Tennyson: No. This way we have two chances of destroying that – whatever it is. George has earned the right to try it his way. Azmuth I think you shouldn't have tried to stop him.
 * Azmuth: You could be right.
 * Ben Tennyson: I mean George says I'm like him. You say I'm like you. I'm just trying– Wait. What–? I'm right?
 * Kevin Levin: Maybe the world is coming to an end.
 * Azmuth: I said you could be right. And it's not as if I've never made a mistake as you now know. All the reasons I built the Omnitrix and Ultimatrix- they're all true. But there's one more- the real reason. I was hoping she would notice.

Inspector 13

 * [Kevin is lying unconscious in his garage when Gwen appears, causing him to wake up.]
 * Gwen Tennyson: I thought we had an agreement: You stop sleeping in your garage, and I stop bugging you about sleeping in your garage.
 * Kevin Levin: [Rubs his head, then gets up] Gwen?
 * Gwen Tennyson: No backing out now, Kevin. We promised Ben and Julie–
 * Kevin Levin: [Grabs Gwen and moves her to his right side] Gwen, get back! Power up! This guy is– [Realizes that Inspector 13 is gone] –completely not here anymore.
 * Gwen Tennyson: What guy?
 * Kevin Levin: This is bad. This is very bad. I think a weapon master of techadon was here. Now he's out there, somewhere.
 * Gwen Tennyson: Wait, the techadons? The robots?
 * Kevin Levin: Not the robots, the guys who make them: The weapon masters.
 * Gwen Tennyson: Okay, we beat them before, we can–
 * Kevin Levin: You're not listening. We've never beaten those guys. We've never even met those guys. They don't leave their home planet, ever.
 * Gwen Tennyson: Fine. So, one's here. What did he want in your workshop?
 * Kevin Levin: Don't know. He was talking gibberish making lists. He said something about the Omnitrix. [Realizes that Inspector 13 is going after Ben] He's after Ben.


 * Ben Tennyson: It would be a really good idea to let me go right now! Don't you know who I am?
 * Inspector 13: Benjamin Kirby Tennyson. Terran. Human. Active Plumber agent. Planetary and galactic protector.
 * Ben Tennyson: Guess you do.


 * Hacking System: Accessing Galvan code.
 * Ben Tennyson: Ha! Good luck hacking the Ultimatrix you'll never...
 * Hacking System: Firewall 1 breach Firewall 2 breach Firewall 3 breach.
 * Ben Tennyson: Yeah, okay. but there's no way you get Master Control Access.
 * Ultimatrix: Master Control granted.


 * Ben Tennyson: (just as Inspector 13's blade is about to cut his hand off) You cut it off me and BOOM!
 * Inspector 13: Boom? Please define "boom".
 * Ben Tennyson: BOOM! As in "big honking explosion". No more us. No more... whoever you are
 * Inspector 13: I am Inspector #13, Weapon Master of Techadon. You are implicated in my ongoing investigation of failed Techadon units.
 * Ben Tennyson: You're a Weapon Master. Nobody's ever even seen one of you guys.
 * Inspector 13: Correction. No one has ever seen us and lived.


 * Ben Tennyson: The Ultimatrix is not a weapon.
 * Inspector 13: Perhaps, but it soon will be.


 * Inspector 13: Escape is not possible, terran. Surrender is the logical choice.
 * Ben Tennyson: Yeah, I'm more of an intuition kind of guy.


 * (Gwen moans)
 * Kevin Levin: (to Gwen) Are you ok?
 * Ben Tennyson: I'm not! I'm strapped to a torture table!


 * Diamondhead: (After being turned into Diamondhead and looks at Kevin who is now Jetray) Kevin?
 * Jetray: Gwen?
 * Ben: (Sarcastically annoyed) Aw, come on!


 * Diamondhead: Ben!
 * Ben: Gwen. You're okay.
 * Diamondhead: Well, that sort of stretches the defintion of "Okay". We're trapped in your alien forms.


 * [Wildmutt spin out of control and his car flips over and crashed]
 * Clockwork: For the love of--
 * Wildmutt: [Whinning] Not my ride!
 * Julie: At least we're here.
 * Clockwork: For all the good that does us, the army's been trying to get in there for weeks. What can we use if they can't?
 * [Ben pressed the Ultimatrix which turned Gwen into Humungousaur and Kevin into Way Big]
 * Humungousaur: I withdraw the question.
 * Way Big: We'll crack it open like an egg.
 * [Ben pressed the Ultimatrix again which turned them both into Nanomech and Murk Upchuck]
 * Murk Upchuck: Or not.


 * Murk Upchuck: This is too disgusting to be a superpower
 * Nanomech: It's the only way in.
 * Murk Upchuck: Fine.


 * Rath: Rath! Lemme tell ya somethin', unstoppable Techadon battle robot! (rips off the Techadon's head, then crushes it) You should've quit while you were still a head!


 * Ben Tennyson: Boy am I stupid.
 * Rath: LET ME TELL YOU SOMETHING, BENJAMIN KIRBY TENNYSON! EVERYBODY KNOWS THAT!

The Enemy of My Frenemy

 * Hex: At long last, I've caught the little bookworm who's been stealing from my library.
 * [Gwen grunts]
 * Hex: It won't work, Gwendolyn. The energy from your spells only makes the sphere more powerful. What I'm saying is you're about to face a final, crushing defeat.
 * Gwen Tennyson: Wait! It's about Charmcaster!
 * Hex: What have you done with her?
 * Gwen Tennyson: I'm trying to help her! Charmcaster took us to Legerdomain. We came back after we defeated Aggregor, but she stayed behind to fight Addwaitya.
 * Hex: She went back to Legerdomain? She's still there?
 * Gwen Tennyson: She said she wanted to avenge her father and free her people. I promised I'd find a way to go back and help her. That's why I needed your books.
 * Hex: Don't bother. If she's in legerdomain, then my niece is already dead.
 * Gwen Tennyson: You don't understand! Aggregor stole the Alpha Rune! Addwaitya was practically powerless!
 * Hex: The book. Open it.
 * Gwen Tennyson: What's happening?
 * Hex: The true name of Legerdomain has been changed... And it changes again every few seconds.
 * Gwen Tennyson: But without the true name, there's no way to travel there.
 * Hex: A spell like that would require unthinkable power. After you defeated Aggregor, Addwaitya must have somehow regained the Alpha Rune.
 * Gwen Tennyson: Then come with us. No matter how strong he is, if we combine our powers, we can beat him!
 * Hex: My brother give his life so that his daughter and I can escape that cursed dimension. I love my niece dearly, but i'm not about to go on a suicide mission.
 * Hex: Take the book. Take whatever you want. Just leave me in peace.
 * Ben: (To Gwen) What's with the computer? Pirating spells on the internet?
 * Gwen Tennyson: Not exactly. I've written a spell that uses a predictive decryption algorithm on the computer to figure out the true name of Ledgerdomain before it changes.....if I can sync it up just right.
 * Ben: So you're like a magic hacker? (Looked at Kevin) Is my cousin cool or what?

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 * Kevin: Dude. Teaming up with evil guys never ends well.
 * Ben: What about you?
 * Kevin: What about me? I'm not evil. I had a rough childhood.
 * Ben: What about Dr. Animo?
 * Kevin: Tried to kill us.
 * Ben: Sir Connor?
 * Kevin: Tried to kill us.
 * Ben: Darkstar?
 * Kevin: Betrayed us and tried to kill us.
 * Ben: What about Vilgax? We saved his homeplanet.
 * Kevin: He died from saving it.
 * (Addwayta then cast a spell to bring a water creature to life)

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 * Kevin Levin: (after Ben implies that the stone draining Adwaita has to be destroyed, walks up to the stone, picks it up, throws it off the cliff, dusting his hands) Problem solved. (gets a glare from Gwen) What?

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 * Gwen Tennyson: She lived her whole life chasing after one thing. Now that thing is gone and she's just... empty. How do you fill that void?
 * Kevin Levin: It ain't easy, trust me.

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 * Adwaita: Usurper! Thief of magic! Come and face the mighty Adwaita!
 * Charmcaster: Ugh! Okay, who let the old windbag loose?
 * Gwen Tennyson: Charmcaster?
 * Adwaita: Insolent fool! Taste now the wrath of Adwaita! Animo Arenam Ut Habem Vindic... Aah!
 * Charmcaster: Hmm. I was going to milk your power for a little while longer. But since you're being such a jerk about it... I might as well empty you out now.
 * Ben Tennyson: Did she just...
 * Gwen Tennyson: Yeah. I'm pretty sure she did.
 * Charmcaster': You guys may as well come out where I can see you. [ Chuckles ] Even Ben Tennyson, his ridiculous cousin, and their thuggish sidekick can't stop me from draining the life-force from every living thing in this dimension!
 * Gwen Tennyson: Why are you doing this?
 * Charmcaster: Oh, Gwenny, I thought you understood. It's the same reason I've done everything... I want my father back.
 * Kevin Levin: Your father's dead.
 * Charmcaster: For the moment. But my sorcerer's engine will soon change all of that.
 * Gwen Tennyson: But that's... It's the darkest of dark magic! It's forbidden!
 * Charmcaster: Like I always say, rules were made to be broken. And now that little miss made-of-magic has arrived, it's time to do some breaking.
 * Gwen Tennyson: I'll handle her. You guys stop that machine.
 * Kevin Levin: You heard the lady. Let's start smashing stuff!
 * Ben Tennyson: I think we can handle that.
 * Eatle: Eatle!
 * '''Gwen Tennyson: Guys! The machine!
 * Charmcaster: Hello! Are you a guard dog or what? Sic 'em!
 * Kevin Levin: Tennyson! I need some metal here!
 * Eatle: Whoa. My eyes are bigger than my stomach. I need a plan "b."
 * Chromastone: Chromastone!
 * Chromastone: [ grunts ] Wow. Harder... than I thought.
 * Gwen Tennyson: Ben No!
 * Gwen Tennyson: No!
 * Charmcaster: Just what I was waiting for.
 * Charmcaster: Now, if you'll excuse me, I have a very important call to make. Ab-ri du-an pad libir digir kun gukin!
 * Diagon: Who has summoned me?
 * Charmcaster: I have called you, old one. I ask that my father be restored to life.
 * Diagon: And what do you offer in return?
 * Charmcaster: 600,000 souls, the life-force of every living thing in this dimension.
 * Diagon: The bargain is made. Are you prepared to make payment?
 * Charmcaster: I am. Exige animas omnibus!
 * Charmcaster: Huh? Daddy? Daddy!
 * Spellbinder: Hope! Is it really you? You've grown!
 * Charmcaster: [ gasps ] Oh, daddy! I've missed you so much!
 * Spellbinder: But I don't understand. How is this possible?
 * Charmcaster: I did it, daddy! I studied for years, and I found the secret spells and talismans. I sacrificed every living thing in Legerdomain, all for you!
 * Spellbinder: You did what?
 * Charmcaster: I had to, daddy! It was the only way!
 * Spellbinder: I gave my life so that you could be free of all this. how could you even conceive of something so evil?
 * Charmcaster: But I did it for you!
 * Spellbinder: I thought if I could just get you away from Legerdomain, you might have a chance at a normal life. Instead, you became a worse tyrant than Addwaitya ever was. Instead, you became a worse tyrant than Addwaitya ever was.
 * Charmcaster: [sobbing] Daddy, no.
 * Charmcaster crying
 * Spellbinder: I'm sorry I wasn't there when you needed me, hope. But I can't stay here knowing my life was bought at the cost of so many others. Goodbye, my daughter. I love you.
 * Charmcaster: [sobbing] Daddy?
 * Diagon: If the bargain is refused, then the payment must be returned. Such is the way of magic.
 * Kevin Levin: Did we get... I mean, were we just...
 * Gwen Tennyson: What are you gonna do now?
 * Charmcaster: I don't know. I just... don't know.
 * Ben Tennyson: Coming back from the dead really builds up a thirst! Who's up for a smoothie? Really? Nobody?
 * Gwen Tennyson: I can't imagine what Charmcaster's going through.
 * Ben Tennyson: Hard to feel sympathy for somebody who thought so little for people's lives.
 * Gwen Tennyson: But she lived her whole life chasing after one thing. Now that thing is gone, and she's just... empty. How do you fill that void?
 * Kevin Levin: it ain't easy trust me.

Couples Retreat

 * Ben Tennyson: Darkstar! What do you want?
 * Gwen Tennyson: He's got my grimoire.
 * Kevin Levin: There's probably an ointment that'll clear that right up.
 * Michael Morningstar: You're insane. It's unstoppable.
 * Charmcaster: Not if we work togheter. (laughs) Isn't this the most fun ever?
 * Michael Morningstar: Yes, it is the most ever.

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 * Darkstar: I came here to fulfill my destiny. I'm powerful enough to take over the entire realm of magic!
 * Ultimate Humungousaur: Destiny, shmestiny. You're goin' down!

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 * Ultimate Humungousaur: Stay down, and this won't get ugly.
 * Darkstar: That's where you're mistaken, Tennyson.

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 * Kevin Levin: Who's up for some breaking and entering... and breaking?

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 * (Michael is blasting at Kevin and Ben, while Gwen and Charmcaster watch from her bedroom)
 * Michael Morningstar: And when I'm done, I'll take lovely Gwen as a trophy.
 * Charmcaster: (incredulous) Lovely Gwen!? (turns to stare at Gwen, who looks a frantic to explain)
 * Gwen Tennyson: I swear! (holds up two finger) Two dates!!

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 * Charmcaster: (to Morningstar) You always call me "Beautiful." You never say my name...
 * Michael Morningstar: What? I don't...(stammers) I... well of... of course I do... I have. Why wouldn't I?
 * Charmcaster: What is it then... what's my name, Michael?
 * Michael Morningstar: (short pause) Heather...
 * Charmcaster: (to wrong answer) AHHHH!!!!

<hr width="50%">
 * [As Charmcaster goes back into Legerdomain, the Door to Anywhere closes.]
 * Darkstar: [Starts pounding on the Door to Anywhere] No, come back! I need you! Helen! Hilary! Please, take me back! You know I love you! Heidi!
 * [The Door to Anywhere vanishes, causing Darkstar to stumble forward.]
 * Kevin Levin: [From behind Darkstar] Ahem, loser.
 * [Darkstar turns to see Ben, Gwen, and Kevin advancing on him.]
 * Ben Tennyson: Now, where were we?

Catch a Falling Star

 * Jennifer Nocturne: (pretending to be angry at Nesmith) What did you say?! You sad, sick man! For all I care, you can rot in jail -- FOREVER! (throws telephone handset and leaves) Let me out!

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 * Carl Nesmith: In only a few hours, Captain Nemesis lives again.

<hr width="50%"/>
 * [In Ben's car]
 * Gwen Tennyson: Kevin's gonna hate missing this one.
 * Ben Tennyson: Why's that? He likes refitting the Rust Bucket a lot more than he likes going on missions.
 * Gwen Tennyson: But he likes ogling movie stars more than anything.
 * Ben Tennyson: Is "ogling" really a word?
 * Gwen Tennyson: Yes, and Kevin's really good at it.

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 * Jennifer Nocturne: No more crowds, no photographers, just you and me on a beach...
 * Carl Nesmith: As long as it's a beach in a country that won't extradite me.
 * Jennifer Nocturne: Uh, I guess. But we'll be together.
 * Carl Nesmith: Yes. It all sounds wonderful. But there's something I have to do first.
 * Jennifer Nocturne: What's that?
 * Carl Nesmith: Destroy Ben Tennyson.
 * Jennifer Nocturne: But why can't we just go-- I'm Sure you know what's best.
 * Carl Nesmith: Yes. I do.

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 * [Ben and Gwen arrive at Bridgeman Trailer Park]
 * Ben Tennyson: You sure this is where Jennifer Nocturne grew up?
 * Gwen Tennyson: Of course. I did research.
 * Ben Tennyson: On the internet?
 * Gwen Tennyson: [holds up a tabloid with a printed photo of an 8-year-old Jennifer] At the grocery checkout.

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 * Maureen Nocturne: She was 14 when she left home to be on that TV show. Ain’t never heard from her since.
 * Gwen Tennyson: What about her father?
 * Maureen Nocturne: Ran off before she was born.
 * [Humungousaur sets the trailer home down and turns back to Ben]
 * Ben Tennyson: Told you this was a waste of time.

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 * [Motel room; Jennifer has trimmed her hair and dyed it black after taking a shower]
 * Jenifer Nocturne: [wrapping herself around with a towel and steps out of the shower] Problem solved. Nobody will recognize me now.
 * Carl Nesmith: Captain Nemesis was never quite as famous as you, but he was famous enough that I'll be recognized.
 * Jennifer Nocturne: You should have worn a mask. Maybe if you shave your mustache and dye your hair?
 * Carl Nesmith: Unfortunately, my makeover is going to be a bit more complicated.

<hr width="50%"/>
 * Carl Nesmith: I'm stronger than you, boy.
 * Ben Tennyson: Also older!

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 * Ben Tennyson: (waking up; with a cast on his arm) Are we following them?
 * Gwen Tennyson: No, we're just leaving the emergency room.
 * Ben Tennyson: You let them get away? Ow!
 * Gwen Tennyson: By the time I came back, they were already gone. Besides, you were hurt. The E.R. staff wasn't very happy with me wheeling you out before the anesthesia wore off.
 * Ben Tennyson: Okay. So, how are we gonna find Nesmith?
 * Gwen Tennyson: While you were under, I called Kevin. He showed me how to hack into Jennifer's phone records.
 * Ben Tennyson: What'd you get?
 * Gwen Tennyson: She just wired money to the account of a Dr. Randolph Pervis, DVM. Uh, that's where we're headed.
 * Ben Tennyson: Great! What kind of doctor is a DVM?
 * Gwen Tennyson: That's the weird part.

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 * Carl Nesmith: We can fool the cops, but Tennyson will never stop looking for me. I have to get him, first. He took everything from me. Everything. Everything!

<hr width="50%"/>
 * [In Ben's car; Gwen is using her mana tracking powers by using Jennifer's doll she had, back when she was 8 years old]
 * Gwen Tennyson: Jennifer's aura is getting weaker.
 * Ben Tennyson: What's that mean? Is she out of range? Hurt?
 * Gwen Tennyson: No, it's more like... she's losing touch with herself.
 * Ben Tennyson: So, he's brainwashing her?
 * Gwen Tennyson: Not exactly. You ever heard of Stockholm syndrome?
 * Ben Tennyson: Sure, I have. Refresh my memory.
 * Gwen Tennyson: Victims start to identify with their captors, especially when they feel like their old life was empty and meaningless.
 * Ben Tennyson: Come on, she's rich. She's famous.
 * Gwen Tennyson: She has a mom from "Trailer Park confidential" and a dad she never knew. Plus, she dropped out of "Vampire Summer 5" for behavioral problems. Jennifer is a train wreck.
 * Ben Tennyson: I don't know.
 * Gwen Tennyson: [opens up prison records on her badge] Prison records show Jennifer sent dozens of letters and packages to Nesmith, sometimes several a week. She visited him almost every day. She was obsessed with him.
 * Ben Tennyson: So you're saying she's gone bad?
 * Gwen Tennyson: I'm saying she's a mess, and that it's a lot harder to rescue someone who doesn't want to be rescued.

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 * Ben Tennyson: Nesmith again?
 * Gwen Tennyson: He used the gauntlet from his old armor. You okay?
 * Ben Tennyson: All those aliens we fight? Usually, they want to steal something, or take over the world. Fine, I get that. But Nesmith. The prison guards, the limo driver, Dr. Pervis, that guy over there -- look what he did to them. And for what?
 * Gwen Tennyson: You don't have to be an alien to be a monster. Nesmith doesn't care who gets hurt as long as he gets what he wants.
 * Ben Tennyson: But what does he want?
 * Gwen Tennyson: YOU, Ben. He left this in the truck. [hands Ben a note from Nesmith] It says where he's going, dares you to follow him. It's obviously a trap.
 * Ben Tennyson: Obviously.

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 * Carl Nesmith: Try to take my company away from me, but I won't let them!

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 * Ben Tennyson: (whispering) Psst! Jennifer! We're here to help you.
 * Jennifer Nocturne: Go away! You'll ruin everything! Don't you see?! I LOVE him!
 * [Ben is surprised and shocked]
 * Carl Nesmith: [attempts to strike an electrical blast at Ben, but Gwen saves and pulls him] I'll destroy you Tennyson, like you tried to destroy me!

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 * Eatle: Why don't you come along quietly?
 * Jennifer Nocturne: [climbs inside and activates the robot suit; walks towards Ben] Let...him...go!
 * Eatle: This man is not your friend. He's pure evil!
 * Jennifer Nocturne: (inside the giant robot suit) He's all I've GOT!

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 * [After fighting Carl and Jennifer]
 * Gwen Tennyson: We have to get her to a hospital.
 * Carl Nesmith: (to Jennifer) Jennifer, you have to listen. They're going to put me in prison again.
 * Jennifer Nocturne: No, we can still --
 * Carl Nesmith: I'm going to tell them I took you, that you didn't have any choice.
 * Jennifer Nocturne: (tearing up) Carl, I love you. I can't --
 * Carl Nesmith: If you love me, you'll do as I say. Keep your mouth shut, and wait for me. Promise me.
 * Jennifer Nocturne: Forever.

The Eggman Cometh

 * Mellinda [on radio]: If you need to cut your calories.
 * Kevin Levin: Aah!
 * [Gwen gasps]
 * Fasttrack: Missed again. Now it's my turn.
 * Gwen Tennyson: Kevin? Ben?
 * Ben Tennyson: I think Jetray will be a little faster than this.
 * [Ben activates Ultimatrix]
 * Jury Rigg: Jury Rigg!
 * Kevin Levin: Wrong alien, Ben.
 * [Jury Rigg Laughing]
 * Kevin Levin: Out of there! Get!
 * Gwen Tennyson: Ben! Control yourself!
 * Kevin Levin: (about Jury Rigg) He's takin' apart the brakes! What kind of power is that?
 * Jury Rigg: Awesome kind!
 * Ben Tennyson: Don't like to mess around with the new aliens?
 * Natalie Tennyson: It just... appeared behind me. And this is where it went out.
 * Kevin Levin;: You're sure?
 * Gwen Tennyson: There's a twelve foot hole in the wall? How can you?
 * Kevin Levin: Hey, I believe it exists. I just don't know where it came from.
 * Natalie Tennyson: That is a good question.
 * Ben Tennyson: Teleporter?
 * Kevin Levin: Maybe.
 * Gwen Tennyson: Ben? Couldn't one of your new aliens?
 * Ben Tennyson: After what just happened? No.
 * Kevin Levin: Scared?
 * Ben Tennyson: I'm not scared. Just. Okay, fine.
 * Clockwork: Clockwork!
 * Natalie Tennyson: What have I told you about doing that in the house?
 * Clockwork: Sorry, aunt Natalie. Hmmm. Where did you first see the dragon? Doctor Animo!
 * Dr. Animo: Here at Animo Farms, we pamper our hens so that they'll give you only the finest and freshest eggs. I'm so darn sure you're gonna love'em, I'm givin'em away free all week. So, head on down to your local market and tell them Dr. Animo sent ya. Bye, now! (furious) Cut! Print! Now retakes!. Out of the way, you dumb cluck!
 * Pterodactyl: It's too cold in here!
 * Dr. Animo': I know. I know.
 * Pterodactyl: Dark, too.
 * Dr. Animo: You'll soon have your time in the sun. I promise. You and all the others.
 * Pterodactyl: We'd like that.
 * Dr. Animo: And so will I.
 * Kevin Levin: Aw, man!
 * Ben Tennyson: And it came out of an egg... A regular egg! And it grew to feet tall in about a minute!
 * Gwen Tennyson: It broke through my mom's wall!
 * Kevin Levin: Then we saw it out on Route, flying. I'll make a... report.
 * Ben Tennyson: A report?!
 * Gwen Tennyson: You have to do something.
 * Kevin Levin: Go to Animo Farms... Now.
 * Dr. Animo: Go forth, my friends! Be fruitful and... Unh!
 * Kevin Levin: Kevin: How do you stop them?! How?!
 * Dr. Animo: You can't. [Strained] Crushing me won't solve your problem.
 * Gwen Tennyson: Kevin. Step aside. Hunh!
 * Dr. Animo: Wait! Wait! There is a way to stop them... The ray. If you switch its polarity, it'll reverse the de-evolutionary effect.
 * Gwen Tennyson : That all you have to do?
 * Dr. Animo: Yes! Yes!
 * Ben Tennyson: Uh, Gwen? Juryrigg kind of... took apart the ray.
 * [Dr. Animo laughly evilly]
 * Gwen Tennyson: Ben, listen to me. Whatever juryrigg broke, he can fix.
 * Ben Tennyson: He can? How do you know?
 * Gwen Tennyson: Breaking things couldn't be his only power. It just couldn't.
 * Juryrigg: Juryrigg! Fix. Fix. Fix. Fix. Fix. Fix. Fix, fix, fix, fix. Fix. Fix. Fix...
 * Kevin Levin: You were pretty sure.
 * Gwen Tennyson: Gwen: No, I wasn't. The important thing is for Ben to be sure.
 * Kevin Levin: Hey, if Animo's old ray caused de-evolution and this one's causing evolution, what are the dragon men evolving into?
 * Gwen Tennyson: Same thing the dinosaurs evolved into... birds.
 * Kevin Levin: These were dinosaur men? I thought they all just escaped from the chicken farm. Got another one. See how the Ray's going over the whole town does that mean everything's gonna evolve?

Night of The Living Nightmare

 * Ben: Sorry about the noise. My TV is... (Open the door of his parents' room and discover his parents aren't there) Mom? Dad?
 * [Ben into the living room and saw a DNAlien]
 * Ben: A DNAlien! What did you do to my parents? Talk!
 * [The DNAlien tries to attack Ben. Ben then turned into Four Arms]
 * Four Arms: Four Arms! (Punched the DNAlien out of Ben's house and crash into a car) Wait up. I'm not done with you yet.
 * Ben: Vilgax.
 * [Ben is driving Kevin's car in the woods. He then sees a shadowed figure trying to hitch a ride]
 * Ben: Sure i'll pick you up Vulkanus or Dr. Animo or something. No thanks. (Ben drove past the shadowed figure)
 * [Hex began floating towards Ben]
 * Ben: Come on Hex. Answer me! (Climbed on a tree and jumped at Hex. They both fell and Hex disappears when Ben fells on the ground)
 * Gwen Tennyson: The Ultimatrix is useless, Ben! Just give it to us, and we'll leave you alone.
 * Ben Tennyson: Please, just tell me what's happening?!
 * Ultimate Kevin: You're a selfish brat, and you don't deserve to wear it!
 * Ben Tennyson: (confused) Why are you saying that? I always do the best I can. I tried to help people.
 * Ultimate Kevin: (points at Ben) You turned me into a monster!
 * Gwen Tennyson: That's true.
 * Ben Tennyson: You're not a monster anymore. This doesn't make any sense!
 * Ultimate Kevin: Stop thinking, Tennyson. You're no good at it.
 * Gwen Tennyson: Give us the watch.

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 * Albedo: You'll never catch me again. [turns into Negative Fasttrack and runs off]
 * [Swampfire switches into Fasttrack]
 * Fasttrack: Fasttrack! [Speeds up to Mr. Smoothy's and enters, looking for Albedo] Albedo, come out, come out wherever you are. Help me out a little here. Marco! You are a very bad sport. You got all the advantages. Somehow, you trapped me in a dream world where anything can happen.

<hr width="50%"/>
 * Negative Big Chill: You should be frozen!
 * Ben: I'm wearing a jacket.

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 * Ben Tennyson: Change into whatever you want. I'll just keep beating you, forever and ever.
 * Albedo: I understand now. Somehow, you've broken free from the dream eater. Easy enough to fix.
 * Ben Tennyson: Keep that thing away from me!
 * [Albedo walks to Ben and he trips on a smoothie and lets go of the dream eater, causing it to fall and attach to his head]
 * Albedo: [trying to get the dream eater off him] Get it off me! Get it off me! [cut to the real world] (sleep roughing) Get it off me. Get it off me.
 * Ben Tennyson: I heard a loud noise, and when I woke up, I found him just like this. What that thing?
 * Kevin Levin: A Cassiopeian dream eater. Nasty.
 * Gwen Tennyson: Found it on the extranet. They attach to a host and make them have terrible nightmares. They eat the chemicals your brain produces under stress.
 * Kevin Levin: Obviously, he intended that for you.
 * Gwen Tennyson: But he wasn't prepared for how messy your room is.
 * Kevin Levin: (chuckles) Tripped on your smoothie and dropped the bug on his own face.
 * Ben Tennyson: Can't we pull it off of him?
 * Kevin Levin: Not without taking his face along with it. Maybe a Galvan Doctor?
 * Gwen Tennyson: I already called. A plumber transport is on the way.
 * [Albedo starts moaning and wincing]
 * Ben Tennyson: I wonder what he's dreaming.
 * Albedo: No. Stay back, please. [In his nightmare, he cowers in fear in a corner inside Mr. Smoothy as all the Ultimatrix aliens come closer to him] Please, don't hurt me! STAY BACK!

The Beginning of the End

 * Gwen Tennyson: (after capturing one of the Esotericas with her mana powers) Just like I thought. He can't teleport through mana.
 * Kevin Levin: Thanks, Gwen. I got it from here.
 * Gwen Tennyson: Don't hurt him.
 * Kevin Levin: Start talking.
 * Esoterica: You don't scare me. I've got nothing to say.
 * Kevin Levin: I believe you. Too bad. (brings in some gadget) You know what this is?
 * Esoterica: I will not talk.
 * Kevin Levin: Sorry to hear it.
 * [legs pop out the gadget]''
 * Esoterica: What is that horrible thing?
 * [Kevin puts the gadget on the Esoterica's chest]
 * Fourarms: I could have my friend show you.
 * [Kevin pushes one of the gadget's buttons]
 * Esoterica: No!
 * Fourarms: Or you could answer some questions.
 * Gwen Tennyson: Why are you here? What are you up to?
 * Esoterica: The time is at hand. We were sent to destroy any who dare interfere with the coming of Diagon.
 * [Fourarms changes back to Ben]
 * Ben Tennyson: We're gonna do more than just interfere. We're gonna take care of Diagon here and now.


 * [Sir George is giving the Forever Knights a speech.]
 * Sir George: Forever Knights, our time has come. This is why we exist. All the other false purposes of the Forever Knights: Gathering technology, fighting dragons. Nonsense and corruption of our one true mission. As we did upon our founding, so shall we do again. Together, we shall slay the Dagon and save the very Earth! This– [Pulls out Ascalon and raises it] –I swear!
 * [The knights raise their swords and cheer.]


 * Sir George: You saved my life.
 * Winston: It was an honor to be your squire. (dies)
 * Sir George: You were no squire, Winston. You died a knight, a Forever Knight. And your death will not be in vain.


 * Ben Tennyson: (when the Forever Knights are attacking them) Maybe we can still try to talk some sense into them?
 * Kevin Levin: Sure, I'll make coffee.


 * Kevin Levin: Almost done. Ten minutes.
 * Gwen Tennyson: Ten minutes? You told us "ten minutes" over an hour ago.
 * Kevin Levin: I lied. I admit it, and I feel bad about it.


 * Sir George: Let this be our final battle.
 * Vilgax: Speak for yourself.

The Ultimate Enemy
Part 1


 * Sir George: Perdition!
 * Heatblast: That's just what I was gonna say.
 * Vilgax: What you say is no longer of any significance, Ben Tennyson. The ruination of this universe is at hand. The Diagon comes!
 * Sir George: Come no further, Diagon! If you break the seal, you will taste my sword.
 * Vilgax: Do not address the Diagon. Direct your threats to me.
 * Kevin Levin: Thought Vilgax was dead.
 * Heatblast: Which time?
 * Vilgax: My master grows ever closer. The moment is at hand.
 * Heatblast: Vilgax! What's happening?
 * [Vilgax Laughly Evilly]
 * Julie: What are you... What's happening?
 * Ship: Ship, Ship, Ship!
 * Vilgax: The master prevails. Now all beings on Earth serve him.
 * Heatblast: Seriously?!
 * Gwen Tennyson: Believe it. There's billions of lives that I can't sense anymore.
 * Vilgax: Every living person on Earth has been transformed into an Esoterica. Behold the true power of the Diagon!
 * Kevin Levin: That seal's looking a little wobbly.
 * Ben Tennyson: Yeah, don't care how strong you are. You got zero leverage in there.
 * Kevin: Put this back on.
 * Sir George: Away with it!
 * Kevin Levin: It's the iron in your helmets that keeps Diagon from controlling you. You've been fighting this guy for 1.000 years, and you didn't know that?
 * Sir George: The sword of Azmuth is all the protection I need.
 * Kevin Levin: Nice.
 * Ben Tennyson: Gwen?
 * Gwen Tennyson: I'm on it... A spell to hold the Diagon.
 * Kevin Levin: Make it big spell.
 * Vilgax: [ Grunting ] Master, grant your humble and obedient vessel even more power. The earth must be prepared for your coming.
 * Diagon: Granted. Salt the Earth.
 * Vilgax: Yes!
 * Sir George: For the blessed order! Hyah!
 * Eatle: Eatle!
 * Sir George: Hyah! Hyah!
 * Diagon: What has happened out there? Speak, servant.
 * Sir George: Your Minion speaks no more.
 * Vilgax: [ Grunting ] You're mistaken. I speak for my master, which makes me more powerful than ever!
 * Eatle: George!
 * Vilgax: Finally.
 * Diagon: Free me.
 * Vilgax: Consider it done, master.
 * Gwen Tennyson: So far, so good.
 * Kevin Levin: Maybe everybody in town took off once they got turned into Esotericas.
 * Gwen Tennyson: Uh-oh.
 * Kevin Levin: I did say "maybe." Look, for all we know, I could be shooting your mom or Julie or Grandpa Max.
 * Gwen Tennyson: Under the circumstances, Grandpa Max wouldn't want us to go easy on him.
 * Kevin Levin: Just so we're on the same page. Hyaaaaaah! Go!
 * Gwen Tennyson: On your left! Presidium!
 * Diagon: Useless lump of matter. Break the seal.
 * Vilgax: [ Grunts ] I am your obedient vassal.
 * Diagon: The power I gave you is more than enough.
 * Vilgax: Of course, master. This imperfect vessel humbly begs your forgiveness, master.
 * Eatle: Are you a vessel or a vassal?
 * Sir George: He is the Diagon's pawn. Whether the world survives or not, his doom is assured.
 * Vilgax: You don't know what you're talking about. Master!
 * Gwen Tennyson: Containment, confinement, concatenation... [scoffs] This one doesn't even have an index!
 * Kevin Levin: No Diagon-Buster spell yet?
 * Gwen Tennyson: Nothing strong enough to cast across dimensions.
 * Kevin Levin: What about those books Charmcaster left behind?
 * Gwen Tennyson: Nope.
 * Kevin Levin: Told you you should have snagged them all.
 * Gwen Tennyson: I would have if... what's that?
 * Kevin Levin: I'm improvising. Your protection spell won't hold forever.
 * Gwen Tennyson: You're right. And they're bringing in reinforcements.
 * Kevin Levin: Why not? There's billion of them now. Come on!
 * Gwen Tennyson: On your six!
 * Kevin Levin: Keep moving!
 * Gwen Tennyson: It'll take a second to... Aaah! I hear and obey, oh, great Diagon.

Part 2
 * Diagon: I'm everywhere. (laughs)
 * Gwen Tennyson: What are you planning?
 * Ben Tennyson: Something BIG.
 * [Ben transforms into Way Big.]
 * Way Big: WAY BIG! Hey, Diagon, why don't you pick on someone your own size? I'm-
 * Diagon: You, are a slightly larger speck than the other specks infesting this world. But still, you are beneath my notice.
 * Way Big: I wasn't finished talking yet.
 * [Way Big transforms into Ultimate Way Big.]
 * Ultimate Way Big: ULTIMATE WAY BIG!!! (Ultimate Way Big flies into the air)
 * Gwen Tennyson: That's new.
 * (Ultimate Way Big hits Diagon's forehead and stays there)
 * Diagon: Impossible!
 * Ultimate Way Big: Just getting started!


 * Diagon: Still, you fight. Is this supine bravery, or are you simply too unintelligent to realize how hopeless your struggle?
 * Ultimate Way Big: Doesn't make any difference, does it? Either way, you're about to get your butt kicked! Actually, I can't tell if you even have a butt in that pile of spaghetti. Call it a metaphor.


 * Ben Tennyson: Psyphon, don't! With Diagon's power added to his own, Vilgax will be unstoppable!
 * Psyphon: Yes. That was after all...the point. (Presses the button and the machine sends Diagon's power into Vilgax)
 * Ben Tennyson: No!
 * (Vilgax flies into the sky)
 * Vilgax: The Esoterica worshiped me because I looked like Diagon. Now I AM the Diagon!


 * Vilgax: And here we are again, me, on the gust of total victory. You, the last man standing, the only slim hope left in this world; this UNIVERSE. Who will it be? Diamondhead? Swampfire? One of your tiresome Ultimate Aliens? Perhaps you have yet another new transformation to spring on me?
 * Ben Tennyson: No transformations. Not this time, but I do have one last surprise! (Picks up the Ascalon)
 * Vilgax: Azmuth's sword!
 * Ben Tennyson: Goes nice with the watch, don't you think?
 * (Vilgax grabs a piece of machinery)
 * Vilgax: I'm going to miss these little get togethers. (Throws it at Ben, who slices it in half with Ascalon)
 * Ben Tennyson: This is a GOOD sword!
 * Vilgax: I'm not afraid of you!
 * Ben Tennyson: You should be! I just figured out how to use this thing! (Gains Knight armor) As my old friend George used to say: Have at thee! (Vilgax blasts laser at Ben who simply uses the Ascalon to throw it back at him, they then charge at each other) Somebody should of done this a long time ago! (Stabs Vilgax)


 * [Julie and Ship arrive.]
 * Julie Yamamoto: I thought we'd agreed to make all our big decisions together.
 * Ben Tennyson: Ship's a good hunting dog. That's how you found us, right?
 * Ship: Ship.
 * Julie Yamamoto: You know we all love you, Ben, but if you try to do this, you're the same as Vilgax or Dagon or Aggregor or any of the others.
 * Ben Tennyson: You'd try and stop me?
 * Kevin Levin: We would stop you.
 * Ben Tennyson: You're not afraid of me?
 * [Ship unmerges with Julie.]
 * Julie Yamamoto: You've never given me any reason to be afraid.
 * Ben Tennyson: You're always telling me that I should use my technology to help more people. Now, I can help everybody at once.
 * Julie Yamamoto: Look, there's a line. I'm not sure where it is exactly, but I'm sure this is way on the wrong side of it.
 * Vilgax: Power is meaningless if it isn't used. [Smiles evilly] Do it.
 * Gwen Tennyson: [Runs over to Ben, Julie, and Vilgax along with Kevin, to Vilgax] Be quiet! [To Ben] Don't you see, Ben? It's the power. You're tempted, like I was tempted to go full Anodite.
 * Kevin Levin: And like when I lost control of my powers.
 * Julie Yamamoto: You can't force your answers on everybody. After everything we've been through, is this the way you want it all to end?
 * Ben Tennyson: [Frustrated] Everybody, stop talking! Let me think!
 * [Ben walks away from Gwen, Kevin, Julie, and Ship. He stops walking, then closes his eyes and recalls all memories of his adventures, from the day he first met Julie to his travel to space to rescue both Ship and Baz-l. Ben opens his eyes again. He turns back to Gwen, Kevin, Julie, and Ship, then grips Ascalon with both hands. Kevin and Julie get into a fighting position. Gwen follows suit with her hands glowing with pink mana. Vilgax looks on. Ben raises Ascalon high above his head and a bright white light erupts from it. The light shoots into the sky and spreads in every direction. It quickly vanishes, leaving Ben holding up the sword with a smile on his face.]
 * Kevin Levin: What did you do?
 * Ben Tennyson: What I said I was going to do: Turn every Esoterica on Earth back to human, with all the free will that goes along with that.
 * [The armor retracts off Ben.]
 * Julie Yamamoto: [Runs over to Ben] Oh, Ben! [kisses Ben on the lips]
 * Ben Tennyson: That was totally worth giving up all that power.
 * Julie Yamamoto: [Chuckles] Knew'd you do the right thing.
 * Kevin Levin: [Smiling] Way to go.


 * Azmuth: I suggest you return it to its creator.
 * Ben Tennyson: Azmuth!
 * Azmuth: The Ultimatrix. Give it to me.
 * [The Ultimatrix sparks, falls off Ben's wrist, lands on the ground, and disappears.]
 * Ben Tennyson: But, Azmuth, I thought I proved I was worthy.
 * Azmuth: As usual, you don't understand. You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you.
 * Ben Tennyson: I don't–
 * Azmuth: Oh for the love of– look at your wrist!
 * [Ben looks at his wrist and sees a new Omnitrix.]
 * Ben Tennyson: An Omnitrix?
 * Azmuth: THE Omnitrix. An improved version I've been working on ever since you were given the prototype six years ago.
 * Ben Tennyson: I don't know how to thank you.
 * Azmuth: Keep doing the right thing.
 * Ben Tennyson: I don't suppose you'd consider giving me the Master Control.
 * Azmuth: Perhaps for your 18th birthday. (Teleports away)

Gwen using her Magic

 * The Ultimate Sacrifice
 * A Knight to Remember
 * The Enemy of My Frenemy
 * Couples Retreat
 * The Eggman Cometh
 * The Beginning of The End
 * The Ultimate Enemy Part 1
 * The Ultimate Enemy Part 2