Ben 10

Grandpa Max Tennyson:
Being a hero isn't about letting others know you did the right thing, it's about you knowing you did the right thing.

Ben Tennyson:
What were you just doing, reading greeting cards back at the Mega Mart?

Grandpa Max Tennyson:
Well... yes.

Ben Tennyson:
HA! Your spell screwed up again!

Gwen Tennyson:
So, I should be me, but I feel kind of strange, not quite myself.

[Ben and Gwen emerge from the fog and look at each other. Both scream]

Ben Tennyson, Gwen Tennyson:
Ahhh! I'm you! *Gross!*

Grandpa Max:
W-w-wait... wait a minute.

Grandpa Max:
[pointing to Gwen] Now, if you're Ben...

Grandpa Max:
[pointing to Ben]... and you're Gwen... then I'm... uh, really confused.

Gwen Tennyson:
You want an out-of-body experience? Try THIS!

[knocks out Charmcaster]

Grandpa Max:
[after Cannonbolt saves Grandpa Max] All right! Nice job, Gwen!

Ben Tennyson:
[Omnitrix times out and changes to Ben] Grandpa, it's *me*. Ben!

Grandpa Max:
Okay, that's it. I give up.

Grandpa Max:
Well, I hope this experience made you appreciate each other a little more.

Ben Tennyson, Gwen Tennyson:
Nah!

Gwen Tennyson:
[to Charmcaster in Gwen's body] All right. If you're Gwen, then you should know the name of the Teddy Bear Ben sleeps with.

Ben Tennyson:
Hey! Furry Freddy has his OWN bed! It just happens to be next to mine.

Gwen Tennyson:
Uh, you just gave her the answer, you dweeb! Did your parents send you to doofus school or were you born like this?

Ben Tennyson:
Gwen? It really IS you!

Gwen Tennyson:
[Ben and Gwen have switched bodies] When was the last time you washed your socks?

Ben Tennyson:
What's the point? They're just gonna get dirty again.

Ben Tennyson:
[Gwen in Ben's body is trying to kick the lotion out of Gwen's body's pocket] Ow! Hey, that hurt!

Gwen Tennyson:
Quit complaining. You should be happy. You're kicking MY butt!

Ben Tennyson:
Uh, since you put it that way.

[smiles as he's being kicked]

Charmcaster:
[as Gwen] You guys messed with the wrong little girl.

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

Ben Tennyson:
How dumb do you think I am?

Gwen Tennyson:
[as Charmcaster] I don't have time for trick questions.

Grandpa Max:
You won't get away with this.

Charmcaster:
Said the old man hanging from the yardarm.

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

Gwen Tennyson:
[looking at a cellphone picture of Grey Matter] He looks so sad. They can't torment Ben like that! Only *I* can torment Ben like that!

Grandpa Max:
[looking at a cellphone's call history] If we can get a reverse trace on that number, we should be able to get an address.

Gwen Tennyson:
Grandpa, there's a sneaky side to you I'm *totally* starting to appreciate.

Howell:
What? What? Where are you taking him?

Enoch:
Our scientists have a few tests to run.

Grey Matter:
Yeah, but honestly, I've never been very good at tests! Nor quizzes for that matter.

Howell:
I found him. He belongs to *me*!

Enoch:
He's OURS now. And you just became disposable.

Grandpa Max:
They call themselves The Organization, a well financed secret society dedicated to collecting alien technology.

[Gwen looks at him strangely]

Grandpa Max:
Uh, hey, when you've been around as long as I have, you pick up a few things.

Grey Matter:
[strapped in for an autopsy] Uh, don't bother with the slice and dice. Trust me, I'm just as grey on the inside as I am on the out.

Howell:
[to the henchmen] Back off! Aliens are human, too. Well, sort of.

Ben Tennyson:
[the Omnitrix finally times out] Aw, man! Just when I *didn't* want you to work!

Howell:
Anyone see where that little alien went?

Ben Tennyson:
Nope!

Gwen Tennyson:
Not a clue.

Ben Tennyson:
Feels good to be big again!

Gwen Tennyson:
Heh! Big? Get real, shorty!

Ben Tennyson:
Don't make me go Four Arms on you!

[the Omnitrix sparks]

Ben Tennyson:
I didn't do anything!

Gwen Tennyson:
We SO have to get that fixed!

Grey Matter:
[surfacing after going down a drain] Ah, fresh air!

[realizes he's in a toilet]

Grey Matter:
This is so gross.

Gwen Tennyson:
We gotta towel off - or, in your case, napkin off.

Grey Matter:
Here, kitty-kitty. I taste just like chicken.

Grey Matter:
What's your malfunction? Probably something stupid like the DNA splicing replicator copying a fragment of amino acid sequence.

Grey Matter:
[gasps] So THIS is what it feels like to be smart.

Jamie:
Thanks a lot.

Ben Tennyson:
I was just trying to help.

Jamie:
Next time you wanna play hero, make sure you can back it up.

Grandpa Max:
[drives up] Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.

Ben Tennyson:
Uh, Grandpa, a little help here?

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

Heatblast:
Hey, I'm on fire, and... I'm okay. Check it out. I'm totally HOT, ha-ha-ha.

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

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

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

Ben Tennyson:
I'm ME again.

Gwen:
Aw, too bad. I liked you better when you were a briquette.

Vilgax:
Failure?'! Unbelievable! The puny Earth-being that is keeping the Omnitrix from me will soon hang on my trophy wall.

Grandpa Max:
Chow time. [puts down a bowl of meal worms]

Ben Tennyson:
Okay, I give up. What IS that?

Grandpa Max:
Marinated meal worms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.

Gwen:
And totally gross in others.

Grandpa Max:
If these don't sound good, I've got some smoked sheep's tongue in the fridge.

Grandpa Max:
Who wants to roast marshmallows?

[no response]

Grandpa Max:
Okay, um... How about we tell scary stories?

Ben Tennyson:
Scarier than having to spend the summer with your freak of a cousin?

[chortles]

Gwen:
I'd like to, Grandpa, but I'm busy doing a web search on cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope.

Grandpa Max:
I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.

Ben Tennyson:
Sorry, Grandpa, but at least I figured out how to make it work. All you do is press this button, then, when the ring pops up, just twist it until you see the guy you wanna be, slam it down, and - bammo! - you're one of ten super-cool alien dudes.

Gwen:
What about STAYING a super-cool alien dude and not transforming back into plain old pizza face?

Ben Tennyson:
I kinda haven't figured that part out yet.

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

Stinkfly:
Now that I can stay alien for as long as I want, it's time to cash in. Check out the green I made giving rides to tourists.

Grandpa Max:
Just because you CAN be an alien all the time doesn't mean you SHOULD be an alien all the time. Now, we still don't know if there are any hidden consequences.

Stinkfly:
Well, okay, Grandpa. I'll take it easy...

XLR8:
...for a millisecond. Times up!

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

Grandpa Max:
I stashed something away in here that should take care of both Vilgax AND Kevin.

Gwen Tennyson:
The Null-Void Projector? I thought we left that back in the Plumber's Bunker at Mount Rushmore.

Grandpa Max:
I decided it might come in handy again someday. Unfortunately, I was right.

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

Grandpa Max:
I'm going in after Ben.

Gwen Tennyson:
You can't.

Grandpa Max:
I have to.

Gwen Tennyson:
No, I mean, you're the only one who really knows how to work that thing. I'll go.

Grandpa Max:
No. It's too dangerous.

Gwen Tennyson:
It's our best chance of getting Ben out of there, Grandpa, and you know it.

[Gwen's about to enter the Null-Void]

Gwen Tennyson:
[handed a gun from Grandpa Max] What's this for?

Grandpa Max:
Anything that's not Ben.

Ben Tennyson:
Hey, Kevin! What about your revenge? I'm still alive.

Kevin 11:
I figure leaving you stuck in here with your arch enemy is still pretty sweet, and if I can use this thing to take over the earth, it's even sweeter!

Gwen Tennyson:
What are you doing?

Heatblast:
Science experiment. I'm trying to figure out which alien can hock the best loogie.

Grandpa Max Tennyson:
[as Gwen and Grampa climb the edge of a satellite looking for a way to get in] There should be a manual access panel around here somewhere.

Gwen:
You know, for a guy who never went up into space, you seem to know an awful lot about it.

Grandpa Max Tennyson:
I never said I didn't go into space. I said I never went into space with NASA.

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

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

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

Ben Tennyson:
What are you doing?

Gwen:
Saving your life. Don't ask me why.

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

Upgrade:
Thank you for flying Air Upgrade. Bye.

Ghostfreak:
Darkness falls. Earth is now my domain.

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

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

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

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

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

Ben Tennyson:
Oh, man.

Gwen:
Where are my manners? Hi, Cooper. I'm Gwen. I'd LOVE to go to the premiere with you.

Ben Tennyson:
Back off, cootie queen. *I* got dibs on that extra ticket.

Ben Tennyson:
Those chickens are gonna get fried!

XLR8:
Look, I don't wanna hurt you guys.

[Ben is fired upon]

XLR8:
Guess the feeling's not mutual.

Ben Tennyson:
Whoa, what IS this place?

Grandpa Max:
A blast from the past. It's an old Plumbers base.

Ben Tennyson:
Like the one at Mount Rushmore?

Grandpa Max:
Not exactly. At the height of the Plumbers, some of these satellite complexes were established around the country in hidden locations, like this one. Once we brought down Vilgax the first time, these annexes weren't needed anymore, so we eventually shut 'em all down.

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

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

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

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

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

Ben Tennyson:
Hey Grandpa, remember that hologram you made of us inside the Rust Bucket? [Grandpa nods] How are you at making presidents? *Big* president? [Grandpa and Gwen exchange looks then look at Mount Rushmoore.]

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

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

Forever King:
Nothing will stop this little homecoming.

Cooper:
Sometimes, if I concentrate real hard, I-I can sort of see inside machines and junk like that. It's kind of like a wi-fi in my head.

Gwen Tennyson:
That is so cool.

Cooper:
Not really. It gives me a major headache.

Forever King:
I love surprises, don't you?

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

Charmcaster:
Ready for a little "spelling" contest?

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

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

Forever King:
Now I shall be the forever king of the world.

Gwendolyn Tennyson:
Look I didn't bring you here to find out about your future. I came back to bring Ben.

Gwen Tennyson:
So, why nab me?

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

Gwen Tennyson:
It's great seeing you, too, but the same shirt? Grandpa, it was twenty years out of style twenty years ago.

Old Max Tennyson:
Hey, when you find a look that works...

Cannon Bolt:
[to his adult self] He may know how all your aliens fight, but does he know what Ben Tennyson can do? I just hope after all this time, YOU haven't forgotten, too!

Gwendolyn Tennyson:
Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can. Now come on.

[Gwendolyn opens a portal]

Gwendolyn Tennyson:
The portal's ready, and there's *another* birthday party you guys gotta get to.

Ben Tennyson:
Wait! You never told me the secrets of the watch. How I don't have to go Ben!

Adult Ben:
Trust me, you're gonna want to go Ben. Thanks for making me realize that. Oh, here. Take this.

[hands a box to his younger self]

Ben Tennyson:
What is it?

Adult Ben:
Something I should have gotten Grandpa twenty years ago.

Gwendolyn Tennyson:
Guys! It's closing.

Gwen Tennyson:
[running through the portal] See ya!

Ben Tennyson:
[as he's about to enter the portal] And I guess we're gonna be ya!

Ben Tennyson:
[as he's leaving the Rustbucket] Ya comin', Grandpa?

Old Max Tennyson:
Oh, uh... no. No. You haven't needed my help for a long time. But just make sure you say goodbye before Gwendolyn sends you back.

Ben Tennyson:
Time to go Four Arms and show Ben 10,000 where it all begins. [changes to Stinkfly]

Gwen Tennyson:
Yeah, with you messing up again.

Four Arms:
[pinning Stinkfly's tail so he can't move] Stay out of my way!

Stinkfly:
Hey, you can't... I mean, I can't do that to me!

Gwen Tennyson:
What about Vilgax?

XLR8:
Last I saw of him, I left him in pieces. It wasn't pretty for anyone. Enough said.

Ben Tennyson:
Whoa. I really need to lighten up.

Ben Tennyson:
Don't I have any fun anymore?

XLR8:
You'll learn soon enough, being me is not about "fun." Now wait here for Gwendolyn - and don't touch a thing!

[zips away]

Ben Tennyson:
[spots a hoverboard] Hey, look!

Gwen Tennyson:
He said not to touch anything.

Ben Tennyson:
Why should I listen to me? You never do.

Ben Tennyson:
[as Gwen catches up with her adult self] Hello! Forget you! This is about *me*!

Gwendolyn Tennyson:
He's right.

Gwen Tennyson:
Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time.

Gwendolyn Tennyson:
Ben 10,000 needs his help.

Ben Tennyson:
I seem pretty tough. What could a cool Superhero like me need anyway?

Gwendolyn Tennyson:
Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even *he* can't solve alone.

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

Stinkfly:
What do you call that other one? Loogie Man? Spitter?

Cannon Bolt:
They're not pets. I don't name them anymore.

Stinkfly:
Aw, but that was half the fun!

Old Max Tennyson:
Get your claws off my grandson!

Ben Tennyson:
This thing can go three hundred miles an hour but it takes three people to flush?

Max Tennyson:
Hey, our old gal's got character.

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

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

Ben Tennyson:
What's wrong with... me?

Kai:
Nothing. And the alien stuff's cool, just not as cool as when you were a Yenaldooshi. I figured I could train you, tame you... You know?

Gwen Tennyson:
*Train* him? *Tame* him? He's a *person*, not a pet! You can't talk to my cousin like that!

Ben Tennyson:
Thanks.

Gwen Tennyson:
Only *I* can talk to my cousin like that! You just blew it big time!

Gwen Tennyson:
The thing about a crush is... sometimes you get crushed. Don't worry. There's lots of other girls out there.

Ben Tennyson:
You think so? But how do I impress them as me?

Gwen Tennyson:
Two secret words is all you need to know.

Ben Tennyson:
Really? What are they?

[Gwen walks away]

Ben Tennyson:
Come on! You gotta tell me! Gwen!

Gwen Tennyson:
[titters] Boys!

Ben Tennyson:
Ugh! Girls!

Kai:
Thank you, but can I...

Ben Tennyson:
Repay me? Forget it. I'm one of those leap first, look second kind of guys.

[Wes Green is going hunting for the werewolf]

Max Tennyson:
I'll go with you.

Ben Tennyson:
Count me in!

Kai:
Me, too, Grandpa.

Wes Green:
You know only braves can be trackers, Kai.

Gwen Tennyson:
Who made up THAT rule?

Wes Green:
It's been that way for centuries. Times change, but traditions don't.

Max Tennyson:
Their land, their rules, Gwen.

Ben Tennyson:
But if you're hanging around Kai or something, could you do me a favor?

Gwen Tennyson:
What?

Ben Tennyson:
Sort of let it slip how cool I am, you know, that you're lucky to have me for a cousin.

Gwen Tennyson:
So, basically, you want me to totally lie?

Ben Tennyson:
Well, when you put it that way - SURE!

Ben Tennyson:
[finding himself demorphed in mid-fight] Uh, that Fang Face nickname... I-I meant it in a NICE way.

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

Max Tennyson:
So how does Ben unwolf?

Wes Green:
The only way to reverse its spell is to stop the Yenaldooshi.

Ben Tennyson:
With a silver bullet?

Wes Green:
That's in the movies. You must dip a silver pendant in the juice of the arbol del matrimonio cactus and place it against its heart - and we must do it before tonight's full moon or you could remain like that forever, Ben.

Ben Tennyson:
[gulps] Forever?

Kai:
The Navajo also believe that the Yenaldooshi is a god.

Ben Tennyson:
You know, a little back hair's not SO bad.

Ben Tennyson:
Let's see what else I can wolf down. Get it? Get it?

Gwen Tennyson:
Guess you CAN teach a new wolf dumb tricks.

Benwolf:
What do you think it wants?

Wes Green:
Obviously it's angry that technology has invaded what it considers its sacred land.

Benwolf:
[blown back by the werewolf's roar] Guess its bark is worse than its bite.

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

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

Joel:
Put those things away! This is a wedding, not a shooting range.

Joel's Father:
But that thing is still out there.

Joel:
It doesn't matter. We want you to promise: no more weapons for the rest of the weekend.

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

Gwen Tennyson:
You trust me to help kick alien butt. Why won't you trust me to teach you how to dance?

Ben Tennyson:
'Cause you're probably just gonna trick me into looking like some dancing doofus.

Gwen Tennyson:
You don't need MY help to dance like a doofus, so get over yourself, and give me your hands.

Joel's Mother:
What do we do? We're defenseless?

Grandpa Max:
Not quite. You promised to leave the Plumber gear at home. I didn't.

[hands them weapons]

Joel's Father:
Ha! Just like the old days.

Joel's Father:
We're sorry that we've been so tough on you, Camille.

Joel's Mother:
Can you ever forgive us?

Camille:
Of course. That's what family is for.

Camille's Mother:
[as she's fighting Heatblast] Irritating pest! Must be from the groom's side of the family.

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

Joel's Father:
Maybe you can talk some sense into these kids.

Grandpa Max:
Well, what's going on?

Joel's Father:
Ah, they don't know what they're doing. This whole wedding is a terrible mistake.

Grandpa Max:
The whole wedding's a terrible mistake?

Joel's Father:
[to Joel] See? Listen to your Uncle Max.

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

Joel's Father:
[upon seeing Cannonbolt] An Arburian Pelarota!

Joel's Mother:
An alien wedding crasher. Who sent you?

Ex-boyfriend:
If I can't have Camille, then neither can you, you meat puppet.

Ex-boyfriend:
A Petrosapien. What are YOU doing here?

Diamondhead:
Uh... friend of the groom?

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

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

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

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

Grandpa Max:
Here, Ben. Try this on your foot. It gets rid of all kinds of fungus.

Ben Tennyson:
[reading] "Athlete's foot powder?" Well, I AM an athlete.

Gwen Tennyson:
More like an athletic supporter, if you ask me.

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

Fungal Brain:
You're not going anywhere.

Wildvine:
Did you hear that?

Grandpa Max:
Hear what?

Fungal Brain:
I communicate with all vegetation on a telepathic level.

Fungal Brain:
Struggle as you may, you can not stop me. Soon I will consume every living creature on this planet.

Wildvine:
Well, you're not starting with us!

Fungal Brain:
Surely as a plant you must understand the wisdom of sharing a single intelligence.

Wildvine:
I'm not good at sharing ANYTHING! Just ask my cousin.

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

Gwen Tennyson:
It's so nice to finally get a little peace and quiet so I can catch up on my summer reading.

Grandpa Max:
Although I can't help feeling it's a little *too* quiet. [slight pause]

Gwen Tennyson, Grandpa Max:
Where's Ben?

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

Ditto:
[watching two Dittos arguing] Oh, man! What is WITH those two? They're making me nuts!

Gwen Tennyson:
That's because they're all YOU!

Ben Tennyson:
Come on. I was just having some fun.

Grandpa Max:
So were we.

Gwen Tennyson:
Only, somehow, WE managed to have fun without frightening innocent people half to death.

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

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

[the Omnitrix times out, but Ben remains an alien]

Gwen Tennyson:
Um, shouldn't you be turning back into Ben right about now?

Grandpa Max:
Something must be blocking the DNA transformation process.

Gwen Tennyson:
Maybe all the Dittos have to be together before he can become Ben again.

Ditto:
[all three] We gotta get back the other me.

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

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

Ben Tennyson:
This going Ditto took a lot out of the watch.

Dr. Animo:
He is not the ONLY one that took a lot out of your watch!

Gwen Tennyson:
The one thing about old people is they don't want to be reminded they're old.

Ben Tennyson:
Eh, I wouldn't worry about Grandpa gettin' mad at me saying stuff like that.

Gwen Tennyson:
And why's that?

Ben Tennyson:
'Cause he can't hear me over your nagging.

Max Tennyson:
Who you calling old?

Gwen Tennyson:
Ben meant "age-challenged."

Gwen Tennyson:
Now, act your age.

Young Max Tennyson:
Okay. How old am I now?

Ben Tennyson:
You look about ten.

[Youthful Ben calls forth an alien superhero]

Gwen Tennyson:
Great. Just what we need - WildPup. What are you gonna do to it, lick it to death?

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

Gwen Tennyson:
Now, now, age before ugly.

Ben Tennyson:
[tinkering with the Omnitrix] Who knows how many other alien hero dudes are inside this thing. I just have to figure out how it works.

Gwen Tennyson:
You shouldn't mess around with that thing, Ben. You're just asking for trouble.

Ben Tennyson:
Just chill out. I know what I'm doing.

Gwen Tennyson:
That'd be a first.

Grandpa Max:
You know, I think you kids are gonna enjoy this. It is a rare event.

Gwen Tennyson:
You mean like Ben changing his underwear?

Ben Tennyson:
Dr. Animo! How did...

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

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

Ben Tennyson:
Grandpa, Gwen won't say "I told you so!"

Grandpa Max:
I don't like the sound of that.

Diamond Matter:
[transforming into... ] Diamondhead and Gray Matter? I'm a razor-sharp hood ornament.

Heat Jaws:
[transforming into... ] Heatblast and Ripjaws? Not the best combo.

Dr. Animo:
Well, well. What have we here? A walking fish-fry?

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

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

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

Dr. Animo:
Interesting piece of alien technology. It's potential power is virtually unlimited. I will put its alien DNA to good use.

Grandpa Max:
What do you mean "good use?"

Dr. Animo:
With this telescope, I'll be able to bounce my transmodulator signal off of a satellite and blanket the planet with its power, creating a new, more interesting world order.

Gwen Tennyson:
So, think Ben's gone stir crazy in that line yet?

[Four Arms breaks out of the Video Game store and goes on a rampage]

Gwen Tennyson:
Uh. Why is Ben going berserk and tossing around Police Officers?

Grandpa Max:
Good question.

Gwen Tennyson:
He must've snapped his cap. All *this* for a *video game*?!

Grandpa Max:
I don't believe it.

Ben Tennyson:
Look, I don't know if some encyclopedia or something fell on your head at the bookstore, but you have no evidence I did anything wrong!

Gwen Tennyson:
[seeing a related news report airing on a muted TV] Oh, yeah?

[turns on the TV volume. News shows Four Arms on a rampage]

Ben Tennyson:
That's not me!

Gwen Tennyson:
Oh, no? I'm sure it's just some other four-armed alien going postal in front of a video game store!

Grandpa Max:
Besides, Ben wouldn't be so irresponsible with his alien powers like that.

Gwen Tennyson:
[looking at Grandpa Max in disbelief] Grandpa, please.

Grandpa Max:
All right. Maybe you have a point.

Ben Tennyson:
No one's gonna ruin MY aliens' reputation except me.

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

Diamondhead:
I don't get it. I thought you were drained of all my powers back in the subway in New York.

Kevin:
That's what you get for thinking, Benji. Turns out I absorbed enough of that weird watch-energy so I could turn into any of those aliens inside if I just concentrated hard enough. Only problem is, I can only stay human for a short time. You made me into this freak.

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

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

Lt. Steel:
Hmm. Nice watch. Never seen anything like it.

Ben Tennyson:
Yeah, it's from, uh... Japan!

Lt. Steel:
And I don't suppose you three know anything about this alien?

Grandpa Max:
No. I-if we did, we'd tell you.

Lt. Steel:
Yeah, of course you would.

[Tennysons leave]

Lt. Steel:
[to his men] Keep an eye on them. They know more than they're saying.

Ben Tennyson:
[after finding out what Kevin's done in other cities] I'm gonna get blamed for all that stuff, and I didn't do any of it!

Gwen Tennyson:
Can anybody say "ironic?"

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

Ben Tennyson:
[as Steel flies off in a copter] These guys don't stand a chance against Kevin! *I* have to stop him!

Kevin:
[after Kevin reverts to his human form. Four Arms walks away] Get back here and fight, Tennyson! I'm not through with you yet!

Four Arms:
But I'm through with *you*! You're not worth it. Ya *never* were!

Lt. Steel:
Now, why is it you three are always around when aliens show up?

Grandpa Max:
Really? Is that a fact? Hm. We hadn't noticed.

Lt. Steel:
Yeah. Guess it's just a coincidence. Maybe we'll cross paths again sometime. Drive carefully. Lots of weird stuff out there.

Ben Tennyson:
Yeah, you're telling us.

Grandpa Max:
Want us to pick up anything for you at the bookstore?

Ben Tennyson:
I'm on summer vacation. Why would I read ANYTHING?

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

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

Four Arms:
[to Kevin] You risked all those innocent lives just to get even with me?

Kevin:
[as Diamondhead] NOBODY'S innocent. They just haven't had the chance to make fun of me yet.

Kevin:
[having turned into an alien composite] I... I can't change back. I'm stuck like this. Look at what you've done!

Diamondhead:
Oh, man! Is there anything I'm NOT going to get blamed for today?

Kevin:
[as an alien composite, to Ben] You'll never beat me because you're one of the good guys, and good guys never have the guts to finish guys like me.

Lt. Steel:
[having overheard] But I do. FIRE!

Ben Tennyson:
Whoa. How'd you learn how to do that?

Gwen Tennyson:
I read the instructions.

Ben Tennyson:
This game came with instructions?

Ben Tennyson:
You know any cheat codes that could get us there quicker?

Ishyama:
A sumo never cheats! However, I do know a shortcut, but the journey will be treacherous.

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

Cannonbolt:
Oh, hilarious.

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

Ben Tennyson:
You know, for a watch, you have a lousy sense of timing.

Gwen Tennyson:
Ben, we'll handle Kenko. Just find that Upgrade icon.

Ben Tennyson:
No way! I want to prove to Ishyama that I'm a hero, too.

Gwen Tennyson:
You WILL, but you have to start THINKING like a hero again instead of trying to impress a computer program.

Upgrade:
A true Sumo Slammer never retreats. I'm going to defeat him honorably.

Kenko:
[grabbing Gwen] Fortunately, I am not bound by such honor.

Gwen Tennyson:
Ben, I'm warning you. You'd better not do *anything* to embarrass me on the tour of the campus.

Ben Tennyson:
Don't get your shorts in a twist. I'll be on my *best* behavior.

Gwen Tennyson:
Oh, why doesn't that make me feel better?

Ben Tennyson:
"Summer" and "school." THERE'S Two words that should never be used together.

Acid Breath:
But we ain't scared of no ghosts.

Ghostfreak:
You should be.

Grandpa Max:
[watching Ghostfreak fight the Circus Freaks] Something's wrong. I've never seen Ben so vicious!

Ghostfreak:
[as the Omnitrix is about to time out] No! I'm not going back!

Ben Tennyson:
[the Omnitrix times out] Whew! Man, I'm glad to be rid of THAT freak.

Ghostfreak:
Aw, and I thought we were close. So nice to finally meet you face-to-face!

Ben Tennyson:
This... can't be happening. You *can't* be you. *I'm* you!

Ghostfreak:
I was *never* you! An ectoneurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now I can reveal my *true* self!

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

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

Gwen Tennyson:
[to Grandpa Max] He's looking for himself?

Ben Tennyson:
He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak.

Ben Tennyson:
[grabbing the sun gun and pointing at Ghostfreak, who's in Gwen's body] Come on out so I can fry your pale butt!

Ghostfreak:
I have another idea. Drop the weapon and I'll meld with you and take over the world!

Ben Tennyson:
Fat chance!

Ghostfreak:
[jumping to the ledge] Then you'd better hope your cousin knows how to fly. It's your choice, hero.

Ghostfreak:
Next sound you hear will be your cousin's screams as she takes a big dive! Ha-ha-ha ha haa!

[Ben drops the gun]

Gwen Tennyson:
[as Ghostfreak leaves her body] Ahhh-ah-ahh! Ahhhh!

Ghostfreak:
[to the Circus Freaks about Grandpa and Gwen] Eliminate them both!

Ben Tennyson:
We had a deal, you Halloween reject!

Ghostfreak:
You had a deal with *me*, not *them*!

Ghostfreak:
[after Ghostfreak tries to meld with Ben] Together again, just like old...

[gags then spits out Grey Matter]

Grey Matter:
Ooo-ah! That's enough to make me gag, too.

Gwen Tennyson:
Something tells me I am *so* not getting into Bancroft Academy.

Ben Tennyson:
You don't need this stupid school to prove you're smart. Do you think any of these eggheads could've brought down those circus freaks?

Gwen Tennyson:
[hugging Ben] That's the nicest thing you've ever said to me. Thanks, Ben!

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

Gwen Tennyson:
Ben, answer me!

Ghostfreak:
Ben's not here. Boo!

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

Carl:
[held by Vilgax] Ben, who'd you and Grandpa meet this summer?

Ben Tennyson:
Dad, he's not as bad as he looks.

[Vilgax takes a swipe at Ben, Ben dodges]

Ben Tennyson:
Okay, I *lied*! He's way *worse*!

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

Vilgax:
So much suffering. Are you prepared for more, Tennyson?

Grandpa Max Tennyson, Ben Tennyson, Carl:
You talking to *me*, ugly?

Wildvine:
[after defeating the bad guys] Grandpa, what can we do next?

Grandpa Max Tennyson:
Get you to school, Ben. Summer's over.

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

Ben Tennyson:
Well, there is one good thing about my school.

Gwen Tennyson:
What?

Ben Tennyson:
You don't go there.

Sandra Tennyson:
Now, I know you and Ben have had your differences, but I hope his personality grew on you this summer.

Gwen Tennyson:
I suppose one... or two of them weren't so disgusting.

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

Carl:
Ben, what's going on?

Cannonbolt:
Talk later, survive now.

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

Kevin 11:
It's payback time for turning me into a freak!

Ben Tennyson:
You were always a freak, Kevin. It's just now the ugly's also on the outside.

Kevin 11:
Diss me all you want. I'm still ten times better than you. I've got all your powers plus my own. I'm Kevin 11!

Ben Tennyson:
Too bad each one of those is only a tenth as powerful as mine.

Ben Tennyson:
We gotta find a way off this ship and back home.

Gladiator #1:
This IS your home now. Escape is impossible.

Gladiator #2:
We've all been taken from our native worlds and forced to fight for our lives for the entertainment of the galaxy.

Kevin 11:
This is all your fault!

Ben Tennyson:
How can it be MY fault?

Kevin 11:
I don't know. It just is.

Ben Tennyson:
[declining repulsive alien food] Uh, thanks. I had purple slop for lunch.

Kevin 11:
Nice move, moron.

Four Arms:
Give it a rest, Kev. This is BOTH our problem.

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

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

Kevin 11:
Don't bother trying to dial in another alien. I know all your powers inside an out.

Cannonbolt:
[transforming] Oh, yeah? I don't think you've been introduced to Cannonbolt.

Ben Tennyson:
Are you okay?

Gwen Tennyson:
I'll live, but what happened to Kevin?

Ben Tennyson:
He found somebody new to play with.

Ben Tennyson:
Need a hand, or six?

Kevin 11:
Eh, get over yourself, short stuff. A monkey coulda done what you did.

Grey Matter:
Then why DIDN'T you?

Slix Thigma:
These eyes see everything on this ship, and these hands control everything on this ship, and I've decided that your... RELATIONSHIP... will make you an entertaining team in the arena.

Four Arms:
Team?

Kevin 11:
[as the two are shackled] Ow! I'm not goin' around tied to this loser!

Four Arms:
You took the words right outta my mouth, freakazoid!

Slix Thigma:
Your fates are now linked. If one of you should happen to expire, the shackles will ensure the other does as well.

Grandpa Max:
Ben! Get back inside!

Ben Tennyson:
Are you kidding me? These guys are a piece of cake, and Four Arms likes icing.

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

Ben Tennyson:
[alarmed] Grandpa, where's the watch?

Grandpa Max:
What watch?

Gwen Tennyson:
News flash: this is our first day together.

Ben Tennyson:
That's impossible. We've been on the road for weeks, taking on aliens, kicking bad-guy butt... I've gone hero, like, a thousand times.

Gwen Tennyson:
T-heh! You, a hero?

Grandpa Max:
Ben, I got you from Madison Elementary School today, just two hours ago.

Ben Tennyson:
No way! Two weeks ago we were on Mount Rushmore kicking Vilgax's butt.

[Startled, Grandpa Max nearly loses control of the RV]

Ben Tennyson:
Whoa, Grandpa, are you okay?

Grandpa Max:
Yeah. Yeah, uh, just dodged a skunk on the road.

Ben Tennyson:
Will you two just listen to me? He's real. You gotta believe me.

Gwen Tennyson:
Oh, yeah, like when we HAD to believe you when you saw Bigfoot at our family picnic?

Ben Tennyson:
Okay, THAT was a simple mistake. And Uncle Manny NEEDS to shave his back hair.

Gwen Tennyson:
[with the Omnitrix on her wrist] I wonder how it works.

Ben Tennyson:
Be really careful. Only a trained pro like me can control it.

Grandpa Max:
You're outmatched. Let your cousin fight those things, whatever she is.

Ben Tennyson:
But I'm the hero!

Grandpa Max:
No, you're in danger!

Grandpa Max:
Whoa. She's good.

Ben Tennyson:
So was I.

Camper:
What is that thing?

Grandpa Max:
That's no thing. That's my granddaughter.

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

Gwen Tennyson:
Wanna bet?

Gwen Tennyson:
So what ARE you mad about?

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

[Vilgax attacks]

Gwen Tennyson:
[tapping the Omnitrix furiously] Who should I become?

Ben Tennyson:
It's gotta recharge.

Gwen Tennyson:
Ugh, no fair!

Ben Tennyson:
No kidding!

Gwen Tennyson:
You wouldn't hurt a girl, w-would you?

Vilgax:
Hurt? No. I have something much worse in mind for you.

Ben Tennyson:
The one thing I learned in all my years as a Plumber was forget everything you ever learned 'cause, sometimes, it'll never make sense.

Ben Tennyson:
That wasn't really the answer I was hoping for, Grandpa.

Gwen Tennyson:
Um, can't you just slip the watch off of me?

Vilgax:
And what FUN would that be?

Grandpa Max:
[getting to be a superhero himself] Huh. I could get used to this.

Grandpa Max:
Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right.

Ben Tennyson:
I know, but it's always fun.

Ben Tennyson:
You guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt.

Kraab:
Hand over the Omnitrix and I promise you won't suffer... much.

Ghostfreak:
[defiantly] Dream on, Claw Boy.

[to Gwen]

Ghostfreak:
What's he talking about?

Gwen Tennyson:
Duh. Why else would some alien track you down? It wants the watch, Einstein.

Ghostfreak:
You don't have to get snotty about it, Miss Know-It-All.

Kraab:
What a pathetic excuse for prey.

Hoverboard:
Billions of beings on this planet, and the Omnitrix winds up the wrist of a foolhardy youth.

Diamondhead:
Well, like I told your buddies, this thing doesn't come off. I've tried.

Hoverboard:
Of course it doesn't. Its power utilizes alien DNA, which binds to the host's own genetic structure. It can not simply be removed like taking off a hat.

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

Gwen Tennyson:
How come YOU get all the cool alien stuff?

Ben Tennyson:
Fits my style.

Gwen Tennyson:
Right.

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

Ben Tennyson:
All right. Hero-time.

Ben Tennyson:
[receiving the hoverboard as a gift] Oh, man! Are you serious? Hold on. You said you needed this to get off the planet.

Hoverboard:
Selective disinformation.

Ben Tennyson:
[to Gwen] Huh?

Gwen Tennyson:
[translating] He lied.

Devlin:
You gonna put me in the Null Void, aren't you?

[Ken gasps and runs in front of Devlin]

Ben 10,000:
We could...

Grandpa Max Tennyson:
Or... you could stay here with us and be part of our family.

Ben 10,000:
That is, if that works for YOU guys.

Devlin, Ken Tennyson:
Totally! Sweet!

[punch each other, knuckles to knuckles]

Gwendolyn Tennyson:
Every parent has trouble letting their kids grow up, but *you're* living proof kids have to make their *own* mistakes. Give Kenny a chance. He'll earn your trust.

Ben 10,000:
Some scum just can't take a hint.

Kevin Levin:
Ben 10,000, meet Kevin 11,000!

Security Guard #1:
What do you got to say for yourself, kid?

Ben Tennyson:
Uh, game over?

Grandpa Max:
How do you expect me to trust you if you keep misusing the watch?

Ben Tennyson:
Excuse me! I used it a hundred times for good. Why can't I use it just once for me?

Grandpa Max:
It's not how many TIMES you use it, Ben. It's HOW you use it.

Ben Tennyson:
It was no big deal.

Grandpa Max:
To you, and that's all you care about.

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

Ben Tennyson:
This place is a rip-off, you know that?

Kevin 11:
You're right. The games here stink.

Ben Tennyson:
Yeah, but not as bad as his breath, major case of sewer-mouth.

Kevin 11:
[laughs] You're funny.

Kevin 11:
It's time I got what's coming to me. Nobody's calling me "freak" anymore!

Kevin 11:
We should be partners. Between the two of us, with our powers, we could do whatever we want whenever we want. We'd totally cash in. Whadda ya say?

Ben Tennyson:
You don't care about anyone but yourself.

Kevin 11:
You talkin' about me?

Ben Tennyson:
No. I'm talking about ME!

Grandpa Max:
So, no more Sumo Slammer stuff for two weeks. No comics, no trading cards, no...

Ben Tennyson:
[interrupting him] -Fair!

Grandpa Max:
Neither is getting booted from a four star hotel I already paid for!

Ben Tennyson:
Fine, take it out of my allowance.

Gwen Tennyson:
You don't get an allowance.

Ben Tennyson, Grandpa Max:
Stay out of this!

Gwen Tennyson:
Where do you think you're going?

Ben Tennyson:
Where does it look like? Out.

Gwen Tennyson:
Get back here!

Ben Tennyson:
Sorry, I don't speak dweeb.

Gwen Tennyson:
You're going to be so grounded!

Kevin 11:
[after Ben turns into Stinkfly] Ugh! You reek!

Stinkfly:
I know!

Policeman #1:
I don't care what anybody says. You circus freaks are okay by me.

Ripjaws:
Circus freak? I'm not a circus freak. I'm a *superhero*!

[dives into the water]

Policeman #1:
Hm. Looked like a freak to me.

Grandpa Max:
Now, I haven't been to a circus since I was a boy. Sounds like fun. What do you guys think?

Gwen Tennyson:
I love the circus!

Ben Tennyson:
That's because you belong in one.

Gwen Tennyson:
What is your malfunction?

Ben Tennyson:
What do you mean?

Gwen Tennyson:
Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?

Ben Tennyson:
I'm not scared of anything.

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

Grandpa Max:
[after Ben leaves the show to get popcorn] Is Ben all right?

Gwen Tennyson:
You're asking me? I stopped trying to figure him out a long time ago.

Zombozo:
I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers?

[audience keeps laughing]

Zombozo:
Ah so full of life... for now.

Zombozo:
[after Wildmutt stops the circus freaks] I hear you're full of tricks, little doggy. Let's see if you know how to... play dead.

[hits Wildmutt. Wildmutt cower behind a girder]

Zombozo:
This isn't a mad dog. It's a scaredy cat!

Ben Tennyson:
Grandpa, are you okay?

Grandpa Max:
[slight chuckle] I just... feel kind of glum. That's all. [chuckles again]

Ben Tennyson:
Then why are you smiling? Wait a minute! Where's Gwen?

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

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

Ben Tennyson:
And he's got Gwen!

Upgrade:
Didn't your mom ever tell you it's not polite to spit?

Acid Breath:
Who do you think taught me in the first place?

Ben Tennyson:
I want my cousin back!

Zombozo:
Cousin? Oh, didn't you hear? She ran away with the circus.

[shows Gwen lying on the ground]

Ben Tennyson:
Oh, you're funny, but I'M going to get the last laugh!

Ghostfreak:
I just figured out there's something I'm even more afraid of than you.

[Ghostfreak punches Zombozo]

Ghostfreak:
Losing my family to some goofball emotional vampire. In other words...

[punches Zombozo again]

Ghostfreak:
...you're going down, clown!

Gwen Tennyson:
[jumping up wearing a clown mask] Boo!

Ben Tennyson:
Oh, hi, Gwen. Trying out some new makeup? That's a good look for you.

Gwen Tennyson:
Aw, you're no fun anymore.

Ben Tennyson:
Whoa! The freaks are felons.

Tour Guide:
And behind this impenetrable glass is the recently discovered and only known existing copy of the Arkamada Book of Spells.

Gwen Tennyson, Tour Guide:
[in unison] It contains ancient witchcraft and rituals from the late 1600s.

Tour Guide:
Maybe *you* should work here, dear.

[leaves]

Ben Tennyson:
Don't let old mummy-face get to you. She's probably older than that spellbook.

Grandpa Max:
[as everyone's floating up to the ceiling] Something tells me this *isn't* on the tour.

Gwen Tennyson:
[after hitting Hex with some trash cans] Guess we got his attention.

Grandpa Max:
Kind of wish we hadn't.

Gwen Tennyson:
The only reason you're a big hero is because of that watch. If I found it instead of you, I'd be getting all the attention and all the cool souvenirs.

Ben Tennyson:
[goes through the box, picks out something and offers it to Gwen] All right, here, take it.

Gwen Tennyson:
Really?

Ben Tennyson:
Yeah, I got tons of other stuff.

Grandpa Max:
You know, in all my travels, I never actually saw a crawfish climb in someone's nostril until today.

[chuckles]

Ben Tennyson:
[fake chuckle] Glad I could make your day, Grandpa.

Gwen Tennyson:
[speaking of her charm] It's like every time it glows, everything just goes my way.

Grandpa Max:
[Gwen appears wearing a costume] Gwen?

Gwen Tennyson:
It's Lucky Girl, Grandpa.

Gwen Tennyson:
But it says *all* the Charms of Basell must be used for the spells to be at their full power. Oh, well, his loss is my gain.

Grandpa Max:
I'm afraid more like "was." We need to turn that charm in to the museum.

Gwen Tennyson, Ben Tennyson:
[together] No fair! Not before I...

Ben Tennyson:
...try it.

Gwen Tennyson:
...use it again!

Ben Tennyson:
All that stuff you did, it's not you. It's that charm.

Gwen Tennyson:
It's not you, either. It's that watch.

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

Hex:
Give me my charm! [tries to get the charm; a curtain falls on him]

Gwen Tennyson:
You should have said "Please."

Gwen Tennyson:
[after hitting Hex with a rock] Luck only takes you so far, Grandpa.

Gwen Tennyson:
[with all the charms now in her possession] I could fly, shoot out bolts of electricity, bring trees alive. I'd be unstoppable! Or I guess I could just be me.

[destroys all the charms]

Grandpa Max:
You know, you two make a pretty impressive team.

Gwen Tennyson:
"Made," now that my power's history.

Ben Tennyson:
Hey, you did the right thing destroying those charms.

Gwen Tennyson:
Maybe just admit I did a good job?

Ben Tennyson:
[exhales] Gwen, you did a good job. There, happy?

Gwen Tennyson:
Totally.

Ben Tennyson:
Good, 'cause I'm NEVER saying it again.

Gwen Tennyson:
You don't have to.

Ben Tennyson:
[Gwen pulls out a recorder, pushes play] "Gwen, you did a good job. Gwen, you did a good job."

Ben Tennyson:
Oh, man!

Ben Tennyson:
[on the recorder] "Gwen, you did a good job. Gwen, you did a good job."

[Gwen laughs]

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

Four Arms:
Time for the magician to disappear.

Ben Tennyson:
Grandpa, can't you crank up the AC?

Max Tennyson:
I'm afraid it's at maximum right now. We'll stop ay the next gas station.

Ben Tennyson, Gwen Tennyson:
[in unison] We'll be grilled cheese by then!

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

Gwen Tennyson:
Earth to XLR8, we don't have time for a snowball fight.

XLR8:
I was thinking more like a snowball slaughterfest.

Elsgood:
That was really spiffy!

Ben Tennyson:
"Spiffy?" "Skedaddle?" Dude, don't you know English?

Elsgood:
"Dude?"

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

Gwen Tennyson, Ben Tennyson:
[in unison] Skedaddle!

Max Tennyson:
Christmas isn't about giving the perfect toy. It's about the spirit in which we give.

Ben Tennyson:
Yeah, but I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa?

Max Tennyson:
Uh, why is Ben acting like a chicken?

Gwen Tennyson:
It's my early Christmas present.

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

Ben Tennyson:
Hey, you're the weather guy. We saw you and your robot on TV last night.

Vance Vetteroy:
The Sounding Anemometer Metagraph is no robot. He's a sophisticated weather-monitoring apparatus created by me but corrupted by a news station merely after a gimmick.

Gwen Tennyson:
Ah, okay. Whatever.

[Facing the animated waterspout, Ben ends up transforming into Heatblast]

Gwen Tennyson:
Last time I looked in a science book, water puts out fire, not the other way around.

Heatblast:
Time for my own science experiment.

Max Tennyson:
This entire summer, we've gone where YOU wanted to go, Benjamin.

Ben Tennyson:
What about Aunt Vera's house? THAT wasn't my idea.

Gwen Tennyson:
And you ended up having a good time.

Ben Tennyson:
Yeah, okay, but...

Max Tennyson:
You know I've waited all summer to see Shag Carpeting.

Max Tennyson:
Those weirdos make Wildvine look normal. Besides, who listens to records anymore anyway?

Ben Tennyson:
That's not the point.

Max Tennyson:
No, the point is: what's more important - getting a new digi downloader some sea alien trashed that I kicked butt on or staying here just because YOU say so?

Max Tennyson, Ben Tennyson:
[both to Gwen] Gwen, explain it to him.

Max Tennyson, Ben Tennyson:
[back to each other] You just don't get it!

Vance Vetteroy:
I created you. Now it's time I destroy you.

Sam:
Wait. By readjusting my circuitry, you've allowed me to molecularly alter the weather. I'm not just some gimmick anymore. Now I am everything you always wanted me to be.

Vance Vetteroy:
It's too late.

Sam:
It's all about image, and without me you'll just be another pretty face. Now, do you still want to make it rain?

Max Tennyson:
Hey, hey, the Shag Carpeting autograph booth! So who wants to come to the booth with me?

Ben Tennyson:
I'd rather brush Vilgax's teeth with my tongue than wait in line to get THOSE fossils' autographs.

Gwen Tennyson:
Hey, could you be any ruder?

Ben Tennyson:
Hey, if Grandpa doesn't care what I wanna do, why should I care about his dumb band?

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

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

Gwen Tennyson:
Now, that's one ugly bug on our windshield.

Sam:
Today's forecast calls for destruction.

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

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

Ben Tennyson:
Uh, would someone mind explaining where "here" is?

Gwen Tennyson:
The scariest place of all - inside your head!

Ben Tennyson:
All I need to do is wake up right? So hit me!

[Gwen hits him]

Ben Tennyson:
Ow! Didn't work!

Gwen Tennyson:
Yeah, grandpa said that it wouldn't, but you asked for it!

Max Tennyson:
Hope you guys are hungry. I've cooked up one of my world-famous breakfasts.

Ben Tennyson:
Uh-oh. Plug your nose and kiss your taste buds goodbye.

Ben Tennyson:
[examining a cartridge spilled from a truck] Whoa, "Sumo Slammer Space Wars." This game isn't supposed to be out for, like, a year. I probably should return these, shouldn't I?

Max Tennyson:
Nah, that truck's long gone. I say play away.

Ben Tennyson:
Could this day get any better?

Ben Tennyson:
[zipping through an on-screen test] It's multiple choice. Just choose C for every answer and you'll pass.

Gwen Tennyson:
That won't work.

Ben Tennyson:
How do you think I got through the third grade?

Ben Tennyson:
Quit complaining and bite somebody.

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

Gwen Tennyson:
Whadda you have that's non-fat with less than 3% sugar?

Ice Cream Employee:
Napkins.

[to Ben]

Ice Cream Employee:
What about you, kid?

[From outside, Ben sees some bad guys are stealing an ATM]

Ben Tennyson:
I'm about to go Rocky Road.

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

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

Aunt Vera:
So, Ben, what have you been doing so far this summer?

Ben Tennyson:
Dealing with alien life forms.

Aunt Vera:
Oh-ho-ho-ho, you.

Ghostfreak:
Yuck! No way! Ninja old people!

Ben Tennyson:
[calling back to Marty] Uh, I didn't see your face suddenly pop on the back of your head! I swear!

[to himself]

Ben Tennyson:
What kind of vitamins are these freaky old people taking?

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

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

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

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

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

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

Aunt Vera:
[handing Gwen a large seashell] Can you hear the ocean?

Ghostfreak:
[in a very ghostly voice] Loser... looo-ser... heh-heh, ha ha-ha ha-ha-haa!

Gwen Tennyson:
Ben, you snuck out. Vera was hurt.

Ben Tennyson:
Eh, she's old. She'll forget.

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

Four Arms:
So, where's my prize money?

Referee:
Prize money? This is an elimination competition. You have to beat everybody to win - ten maybe fifteen matches.

Four Arms:
That'll take all night! It's already past my bedtime.

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

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

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

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

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

Porcupine:
Where's Ben?

Ditto:
That kid's NEVER around when you need him.

Gatorboy:
[not knowing the Omnitrix aliens are all Ben] Your wrestlers are amazing. How many guys do you manage?

Ben Tennyson:
Mm, ten... and counting.

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

Vilgax:
The Omnitrix *wasted* on pointless heroics.

Robotic Lieutenant:
Shall I dispatch more drones to retrieve it?

Vilgax:
No. I will see to *this* task myself!

Grandpa Max:
It was just a bad dream, son. We can talk about it in the morning.

[walks away]

Ben Tennyson:
It seemed so real. He looked right at me and said "I'm coming for you now."

Grandpa Max:
[Grandpa stops suddenly] Change of plan. We're hitting the road right now.

Gwen Tennyson:
Grandpa, it's 3 in the morning.

Grandpa Max:
Best way to beat the traffic.

Grandpa Max:
Ben, now is *not* the time to go alien. Do you understand?

Upgrade:
I was just fooling around.

Grandpa Max:
We can't afford to attract attention right now.

Upgrade:
What kind of attention could I attract in here? [Omnitrix times out]

Grandpa Max:
Never mind, Ben. [Ben and Gwen exchange curious looks]

Heatblast:
You! You're the alien from my visions.

Vilgax:
At last we meet. The being that has caused me so much trouble.

Gwen Tennyson:
[after Heatblast traps Vilgax. The Rustbucket pulls up] Ben! Grandpa says to get in... NOW!

Heatblast:
What are you talking about? I'm just about to kick alien butt!

[Omnitrix times out]

Grandpa Max:
Benjamin, get in!

Gwen Tennyson:
[after Ben changes to Stinkfly to fight the drones] Where are we going? We have to help Ben!

Grandpa Max:
We will, but first we'll need to get some special help.

Gwen Tennyson:
Let me guess. At Mount Rushmore? Grandpa, you're really freaking me out!

Vilgax:
I grow tired of this.

[Vilgax touches the Omnitrix, and Stinkfly changes into Ben]

Ben Tennyson:
Hey! How'd you do that?

Vilgax:
A child? The Omnitrix is in the hands of a mere child?

[Tries to remove the Omnitrix and gets hit with an enery discharge sending Vilgax flying back]

Vilgax:
It appears the Omnitrix has already merged with your DNA.

Ben Tennyson:
I, uh, don't suppose that means you're gonna let me go, does it?

Vilgax:
Hardly!

Gwen Tennyson:
[when they've reach Mount Rushmore] I don't think tourists are allowed on this road.

Grandpa Max:
We're not tourists, we're *tenants*.

Gwen Tennyson:
[inside Mount Rushmore] That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know that alien guy who's after Ben?

Grandpa Max:
Well it's kind of complicated. But let's just say...

Grandpa Max:
[pulling out a large weapon]... I wasn't exactly your normal plumber before I retired.

Vilgax:
You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension. Picture an entire army each in command of an Omnitrix and all at *my* command. I will be invincible. I will rule the Universe! And the only thing standing between me and my destiny is *you*.

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

Gwen Tennyson:
"This" time?

Grandpa Max:
I've got to get this ship under control! [runs to a control panel]

Upgrade:
He can fly a spaceship?

Gwen Tennyson:
At this point, *nothing* surprises me.

Vilgax:
You cannot hide from me forever, boy!

XLR8:
Wasn't planning on it. Peek-a-boo!

[charges into Vilgax at full speed. Vilgax isn't affected. XLR8 groans]

XLR8:
Ohh! I'm gonna feel that tomorrow!

Vilgax:
For you, there IS no tomorrow!

Grandpa Max:
[after the Rustbucket lands on the ground] You all right, Gwen?

Gwen Tennyson:
[groans] At times like this, going back to school doesn't seem so bad.

Gwen Tennyson:
[after Ben lands as Vilgax's ship self-destructs] Not bad for a doofus.

Ben Tennyson:
Grandpa, we need to talk.

Gwen Tennyson:
This is my private property and you're getting your cooties all over it!

Ripjaws:
Ohh, sometimes I HATE this watch!

Ghostfreak:
Yes! Sometimes I LOVE this watch.

Vilgax:
[finding that Grandpa Max has set his ship to self-destruct] TENNYSON! You are the thorn in my side.

Ben Tennyson:
[shooting Vilgax in the back with a smirk] Guess it runs in the family.

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

Grandpa Max:
You okay?

Ben Tennyson:
Achoo!

Grandpa Max:
I'll, uh, take that as a no.

Gwen Tennyson:
[rifling through a box] Cold tablets, decongestant, cough-suppressant, hospital mask.

Ben Tennyson:
Eh, I don't need all that junk.

Gwen Tennyson:
They're not for you, dweeb. They're for me. Once a bug like that gets out, there's no stopping it.

Ben Tennyson:
[drinking Garndpa's remedy] I don't know what's worse, the cold or the cure.

Four Arms:
You want to be king? Get ready to be crowned.

Gwen Tennyson:
Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option.

Ben Tennyson:
And I know just the chef.

[red lights flash and an alarm goes off]

Ben Tennyson:
What's happening? I-is that bad?

Gwen Tennyson:
No. I'm sure anytime an alarm goes off inside a nuclear plant it's good news.

Gwen Tennyson:
I don't get it. Since when are YOU an automatic ice cube maker?

Ben Tennyson:
Eh-heh. I guess for some aliens getting a cold isn't just an expression.

Gwen Tennyson:
Ben, is it just me or are those super lame-o versions of your alien heroes?

Ben Tennyson:
Someone's payin' for this BIG time.

Four Arms:
We could team up.

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

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

Ben Tennyson:
Can't ANYBODY come up with anything original in Hollywood?

Gwen Tennyson:
All's well that ends weird.

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

[Grandpa Max is hospitalized with a severe concussion, several lacerations and a broken leg]

Doctor:
Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?

Ben Tennyson:
Actually the bumper flew through the air after this robot drone blew up the car.

Doctor:
[understandingly] Vivid imaginations are good coping mechanisms in situations like these.

Vilgax:
Perhaps one head IS better than two.

Vilgax:
Listen to me, whoever you are...

Joey:
Where are you? Who are you, and how did you get in my head?

Vilgax:
No questions! You are here to serve me.

Joey:
Guess again. I work for me and only me.

Joey:
[electrical flash] Ugh!

Vilgax:
You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless. Fulfill my command and I will teach you. Fail me and I will turn you to dust!

Joey:
So what do you want?

Vilgax:
Only one thing, a piece of valuable technology missing from my possession, and luckily you are already programmed to find it.

Gwen Tennyson:
I'd worry more about how some girl kicked Four Arm's butt.

Ben Tennyson:
Hey, heroes don't hit girls.

Gwen Tennyson:
Good to know.

[She punches him]

Ben Tennyson:
Ugh!

[He punches her back]

Gwen Tennyson:
Ow! I thought you said...

Ben Tennyson:
[darkly] I'm not in hero mode.

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

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

Gwen Tennyson:
Ben, you can't run away from us!

Ben Tennyson:
Don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours.

Gwen Tennyson:
Yeah, but you're MY weird cousin.

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

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

Ben Tennyson:
[trying to work the Omnitrix] I figured I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here.

Gwen Tennyson:
Ben, Yellowstone happens to be one of the coolest places around. Just hang out and appreciate it.

Grandpa Max:
Gwen's right. And we can live right off the land.

[lifts a log]

Grandpa Max:
Mmm, grub worms.

[eats a worm]

Grandpa Max:
Full of protein.

Ben Tennyson, Gwen Tennyson:
[seeing Grandpa eat one] Ewww.

Grandpa Max:
You grill 'em up with a sun-dried tomato paste, and they are...

Gwen Tennyson:
[grabbing Ben's wrist and trying to work the Omnitrix] Maybe I can help. I'll take my burger with chili.

Ben Tennyson:
I can appreciate THAT.

Gwen Tennyson:
[seeing Cannonbolt flat on his back] Now THAT'S a heroic pose.

Cannonbolt:
Real funny.

Cannonbolt:
[helped up by Gwen and Max] I can't believe I'm a new hero.

Grandpa Max:
And where there's one more - who knows - there could be a hundred more.

Cannonbolt:
This alien's gotta go.

[curls into a ball and tumbles away]

Gwen Tennyson:
Don't you mean "gotta roll?"

Grandpa Max:
Look on the bright side. You're headed in the direction of the meteor.

Leader Alien:
Relax. We come in peace.

Gwen Tennyson:
That's what they always say right before they blow you to bits.

Enforcer Alien:
Hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say... "did?"

Leader Alien:
[spotting Ben as Cannonbolt] And an Aburian Pelarota to boot.

Gwen Tennyson:
[whispering to Ben] At least we know what you are, now.

Enforcer Alien:
But you're a little far away from home, aren't you?

Cannonbolt:
Actually, closer than you think.

Enforcer Alien:
Unfortunately there's nothing to go back to. A Great One purified your planet last week.

Leader Alien:
Your cities will be laid to waste, your oceans will dry up, your mountains will crumble.

Enforcer Alien:
It will be the end of the world as you know it.

Leader Alien, Enforcer Alien, Interpreter Alien:
Rejoice. Rejoice. Rejoice.

Cannonbolt:
I don't think so!

Ben Tennyson:
Oh, man. This watch gives me a new alien out of the blue and all it can do is roll around. *Totally* no fair!

Gwen Tennyson:
Oh, that's right. Don't worry about the fact some giant planet-sucker's about to wipe Earth off the face of the universe - because THAT'S fair!

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

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

Stinkfly:
One detour coming up.

Grandpa Max:
[after Ben causes two aliens to crash into Old Faithful] Never seen an intergalactic fender bender like that before.

Enforcer Alien:
It's time for the final purification of your planet, and you three along with it.

Gwen Tennyson:
Please tell me we have a plan 'B'.

Grandpa Max:
We're running out of time.

Ben Tennyson:
And aliens. I went everybody.

Gwen Tennyson:
Not exactly EVERYBODY.

Ben Tennyson:
No way! I am not turning into that ball-thing again. Plus, I don't even know if I could.

Gwen Tennyson:
Don't try and Earth turns into a giant cesspool!

Ben Tennyson:
I hate it when you're right!

Gwen Tennyson:
You're like a bowling ball.

Cannonbolt:
More like a cannonball.

[the aliens fire lasers at him, but he deflects them back]

Cannonbolt:
Actually, make that "a cannon-BOLT!"

Gwen Tennyson:
It looks like everything's going back to normal.

Ben Tennyson:
Hate to break it to you, Gwen, but nothing we ever do is normal.

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

Gwen Tennyson:
Ben, don't you think NOW might be a good time to go hero?

Ben Tennyson:
I'm trying. What if I turn into something ELSE that's useless?

Leader Alien:
I have visual recognition on the elderly man and the prepubescent female, but what are they riding on?

Stinkfly:
Two tons of putrid power!

Leader Alien:
His beauty.

Enforcer Alien:
His power.

Interpreter Alien:
His pus.

Leader Alien, Enforcer Alien, Interpreter Alien:
[rapturously in unison] The end is upon us.

Ben Tennyson:
Time to tick off a tick.

Gwen Tennyson:
That's a work of art, you know, not your personal butt rest. You're gonna get us kicked out of the museum.

Ben Tennyson:
I don't have that kind of luck.

Gwen Tennyson:
Hey, can I have a piece of that?

Ben Tennyson:
Sorry. Chocolate's for superheroes only.

Gwen Tennyson:
More like super jerks only.

Ultimos:
By the provisions set forth in the Galactic Code of Conduct, I order you to surrender. Will you yield?

Four Arms:
"Yield?" What is this, a traffic light? Kick their butts before they try to pull something.

Synaptak:
[to Ben] So, is this true? The Omnitrix is in the possession of a child. We heard you were of somewhat limited mental capacity. No offense.

Gwen Tennyson:
Don't worry. He gets that all the time.

Ben Tennyson:
How cool is this? I'm in superhero heaven.

Gwen Tennyson:
Close your mouth, super dweeb. You're drooling all over the place.

Ultimos:
Wearing the Omnitrix grants Ben full hero status.

Ultimos:
[presenting Ben a very thick book] This is the Galactic Code of Conduct. Every Galactic Enforcer must LEARN the rules so they may LIVE the rules.

Ben Tennyson:
Oh, man. Superhero homework?

Ultimos:
Well, the first twelve thousand pages are admittedly a bit dry, but after that...

[alarm bells sound]

Synaptak:
[announcing] Galactic Enforcers, engage!

Ben Tennyson:
What'd you do that for?

Synaptak:
As the leader, I announce our presence with authority.

Ben Tennyson:
And let the bad guys know we're here?

Synaptak:
What's your point?

Gwen Tennyson:
You can annoy ANYONE into action.

Ben Tennyson:
It's a gift.

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

Vulkanus:
You capes never learn.

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

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

Vulkanus:
[arriving on Earth] Take me to your bicenthium alloy.

Vulkanus:
[to Four Arms] A tetraman. Hey, this planet really IS a dump.

Ben Tennyson:
What's the point in camping by a lake if you're afraid to get wet?

Captain Shaw:
Some folks say my rudder's not right.

Grandpa Max:
Why doesn't THAT surprise me?

XLR8:
What's so important in that crate that you'd risk your life for it?

Jonah Melville:
Uh, our lunch.

XLR8:
You almost got munched for a few sandwiches?

Captain Shaw:
Low-down, no good fish kissers!

Ben Tennyson:
Captain Shaw. What is it?

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

Bad Guy #1:
Is that a bird?

Bad Guy #2:
Nah. Looks like a plane.

Jonah Melville:
It's a bug! Man the harpoons!

Ripjaws:
You wanna mess with a monster? Try me on for size.

XLR8:
"The Master?" Who's the... Wait a minute, I *know* this place.

Vicktor:
Yes, it is where you believe you destroyed my Master. You were wrong!

[XLR8 gasps]

Ghostfreak:
I live.

XLR8:
Ghostfreak!

Ghostfreak:
You and I have a score to settle, Ben Tennyson!

Max Tennyson:
Ben, this time we need to figure out our plan BEFORE you go charging off.

Gwen Tennyson:
Grandpa's right.

Ben Tennyson:
Okay, here's the plan: you guys sit back and enjoy the hero show.

Max Tennyson:
Ben. Gwen and I can help.

Ben Tennyson:
Heh-haa, that's funny, Grandpa.

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

Dr. Shueman:
Dr. Vicktor, I am your superior.

Dr. Vicktor:
You have no idea how wrong you are.

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

Gwen Tennyson:
Oh, goody. Another game of follow-the-loser.

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

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

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

Ben Tennyson:
If I just went hero, I'd win every one of those stupid games.

Gwen Tennyson:
Sure. Use the most powerful device in the universe to cheat at whac-a-mole. Real nice.

Grey Matter:
[landing in a pot of jellybeans] Now THIS is what I call a sweet landing.

Ben Tennyson:
So, how'd you two jer... uh, GUYS make the team, anyway?

Cash:
Talent. 100% pure talent.

JT:
Oh, and four guys got chicken pox.

JT:
[as Cash elbows him] Oh!

Ben Tennyson:
Aw, man! That means I would have made the team, too.

Gwen Tennyson:
[scoffs] Yeah - by default.

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

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

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

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

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

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

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

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

Ben Tennyson:
How can Grandpa be lonely when we're around him all the time?

Gwen Tennyson:
Even you can't be that clueless.

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

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

Ben Tennyson:
If this keeps up, I'm gonna hurl sap.

Xylene:
Rumors are swirling that there's some new DNA weapon out there. Sure you won't change your mind and come with me?

Max Tennyson:
Tempting, but until I bring Vilgax down, I have a job to do here - but we'll always have Roswell.

Xylene:
If you wanted to be truly helpful, a glavanic mechamorph would have been more appropriate.

Max Tennyson:
[seeing that Ben's puzzled] She means Upgrade.

Diamondhead:
Yeah, well, you're not the boss of me.

Diamondhead:
Well, if I'm such a mess-up, then why'd you send the watch to ME in the first place?

Xylene:
I didn't send YOU the Omnitrix. You FOUND the Omnitrix before it reached its intended recipient.

Diamondhead:
What?

Xylene:
The pod containing it veered slightly off its intended course.

Diamondhead:
I got the watch by mistake?

Xylene:
Of course. You didn't believe that I would purposely send the most powerful device in the universe to a child, did you? I was sending it to Max.

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

Xylene:
Max! We must stop meeting like this.

Upchuck:
Cool! Exploding loogies! I've got upchuck power!

[belches]

Gwen Tennyson:
Oh, great! Like you weren't disgusting enough already.

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

[belches]

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

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

Ben Tennyson:
Time for Ripjaws to take a dive.

[Activates Omnitrix, and its flash of green light attracts Edwin's attention]

Edwin Smith:
[alarmed] What was that?

Gwen Tennyson:
[innocently] What was what?

Grey Matter:
[having become Grey Matter instead of Ripjaws] Oh, man. For once I was better off as ME.

Donovan Grand Smith:
But you know money isn't everything.

Edwin Smith:
We changed the family motto, Grandpa?

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

Donovan Grand Smith:
Aw, Max, it's too bad you didn't take me up on my offer thirty years ago when we were both dead broke. You wouldn't had to spend your life unclogging drains and fixing toilets while I traveled the world.

Grandpa Max:
You'd be surprised. Being a plumber CAN have it's moments.

Edwin Smith:
He, what happened to your cousin?

Gwen Tennyson:
He, um, must've gone to the bathroom.

Edwin Smith:
Okay. Wait. There's no bathroom on this thing!

Gwen Tennyson:
Just drive!

Donovan Grand Smith:
Overrun by aliens! There goes my five-star rating.

Donovan Grand Smith:
Edwin doesn't know what he's talking about.

Edwin Smith:
How would YOU know? All you ever hear from me is what you wanna hear.

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

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

Edwin Smith:
Don't worry. We gotcha - Ben.

Gwen Tennyson:
That's... not... Ben.

Edwin Smith:
Yeah, right. Good aliens just showin' up to help us while your cousin always HAPPENS to be gone? How dumb do I look?

Hex:
Charmcaster, I've been waiting.

Charmcaster:
Hm. Major jailbreaks aren't exactly easy to pull off, you know.

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

Ben Tennyson:
Ugh! Sometimes this hero stuff gets WAY old.

Grandpa Max:
You should be proud of yourself, Ben. Those folks would've been in a real pickle without you.

Ben Tennyson:
I know, but I'd just like one regular summer day where I could just hang out all day long and do nothing. You know, like Gwen.

Charmcaster:
Okay, well, nice seeing you again, Uncle. I'm outta here.

[Hex blasts a rock near her]

Charmcaster:
Huh?

Hex:
You may leave my service only when I say you can!

Gwen Tennyson:
[researching her new gemstone] It looks like it's one of the Charms of Bazell.

Ben Tennyson:
But you destroyed all those in that cemetery fighting that Hex creep.

Gwen Tennyson:
I thought I did, but this is the legendary lost Keystone. It's rumored to increase ten times the powers and the skills of the one who possess it.

Grandpa Max:
Well, the legend seems to be fact, not fiction.

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

Hex:
There are two kinds of luck, child. Let me show you the bad kind.

Gwen Tennyson:
Guess what? I'm not just lucky anymore. I am totally kick butt.

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

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

Gwen Tennyson:
You should know better than anyone that sometimes magic is about misdirection.

Hex:
Do you know what you've done?

Wildvine:
Saved the day?

Grandpa Max Tennyson:
Ah. Is this place great or what?

Ben Tennyson:
Uh... I'll go with "or what."

Grandpa Max Tennyson:
Come on. What's more exciting than the world's biggest fish bowl?

Ben Tennyson:
Um, everything?

Gwen Tennyson:
There is such a thing as taking a joke too far, you know.

Stinkfly:
[laughs] Impossible. Funny is funny.

Kid #1:
Ahh! That's the monster that ate that kid!

Stinkfly:
Well, look at the time. Gotta fly.

Ben Tennyson:
PLEASE tell me this is it, because I can't stand "it" anymore.

Ben Tennyson:
[reading sign] "Do not touch it."

Gwen Tennyson:
[reading sign] "Do not photograph it."

Ben Tennyson, Gwen Tennyson:
[reading sign together] "Do not use batteries or electrical equipment anywhere near it."

Gwen Tennyson:
What are we going to tell Grandpa?

Ben Tennyson:
Nothing. We just play dumb.

Gwen Tennyson:
Easy for you. You're a lot better at it than I am.

Gwen Tennyson:
We have to come clean, tell Grandpa EVERYTHING.

Ben Tennyson:
Sometimes it's hard to believe you're really a kid. Never admit anything until you absolutely have to. Got it?

Mayor Earl:
Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say.

Gwen Tennyson:
Maybe it's an alien.

Mayor Earl:
Alien? That's just plain kooky talk.

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

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

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

Gwen Tennyson:
Once again, science saves the day.

Ben Tennyson:
With a little help from science fiction.

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

Ben Tennyson:
[Ben and Max are under attack by a large alien] We need some muscle to stop this thing. Four arms of muscle!

Grey Matter:
[after activating the Omnitrix] Grey Matter? I said muscle, not miniscule!

Vilgax:
You...

Phil:
It's over Vilgax! You're going down!

Vilgax:
Many have tried, *none* have succeeded.

Phil:
Until now, slimeball!

Grandpa Max:
And then, kablamo, no more Vilgax. Or so I thought, until today.

Ben Tennyson:
Whoa, you were a hero?

Grandpa Max:
I was just a guy doing a job.

Grandpa Max:
We called ourselves The Plumbers. Officially we didn't exist. We were the guys who fixed the problems no one else could: extraterrestrial, extrasensory, extraordinary.

Gwen Tennyson:
And you knew about the watch the whole time?

Grandpa Max:
Not really. Just rumor and scuttlebutt. I was surprised as you guys when it turned up on Ben's wrist.

Gwen Tennyson:
You always told us we could tell you anything, Grandpa. Guess you didn't feel the same.

Ben Tennyson:
[as emergency vehicles pass them] All right! Could be a chance for The Plumbers to go back to work.

Gwen Tennyson:
[groans] You should start by unclogging that hairball from your brain, Mr. Plumber.

Ben Tennyson:
Ah, you're just jealous 'cause you're not part of the family business.

Grandpa Max:
There is no "family business." My hero days were over a long time ago.

Ben Tennyson:
Well, mine are just getting started.

Ripjaws:
[turning on the firehose] Sorry. Just need to moisturize.

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

Ripjaws, Phil:
[after bumping into each other] Who are you? Who am *I*? Who are *you*?

Phil:
You know, once a plumber always a plumber. Ever think about getting back in the game, Max? You know, relive the glory days.

Grandpa Max:
No, thanks. I'm retired. And so are The Plumbers.

Phil:
Yeah, thanks to you. Once you took Vilgax out of the picture, the work just seemed to dry up.

Ben Tennyson:
I don't get it. How come you didn't tell Phil about the Omnitrix?

Grandpa Max:
That's on a need-to-know basis only, Ben. The less people who know, the better.

Gwen Tennyson:
Guess that's your answer to everything, isn't it, Grandpa?

Gwen Tennyson:
[as Wildmutt tries to talk to a pair of Vulpamancers] What did you say?

Grandpa Max:
Vulpamancers never were big on small talk, even with their own kind.

Gwen Tennyson:
Something's going on that Grandpa's not telling us about. Come on!

Ben Tennyson:
And pass up free room service? No way! I'm stayin' here!

Gwen Tennyson:
[cleverly] Nah, you're right. It's probably just some secret Plumber's mission. Better if we just stay out of it.

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

Grandpa Max:
I'm sorry I had to keep my past a secret for so long. I should have known I could trust you guys.

Gwen Tennyson:
It's okay.

Grandpa Max:
And for what it's worth, Ben, you would have made a great Plumber. Both of you!

Gwen Tennyson:
Hey, we're your grandkids. What do you expect?

Gwen Tennyson:
What about Phil?

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

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

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

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

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

Grandpa Max:
Echtua was the Mayan god of war. His sword was rumored to have leveled cities with just one swipe.

Ben Tennyson:
Ha! Sounds like just the kind o' thing the world's most powerful ten-year-old boy should have.

Grandpa Max:
This is no toy, Benjamin. Whoever controls the sword controls the destiny of Mankind, and I will not let it fall into the wrong hands.

Ben Tennyson:
What's up with Grandpa? He's so, uh... intense.

Gwen Tennyson:
Cut him some slack, will ya? He's trying to save the world.

Enoch:
I thought you'd retired from the plumbing business, Mr. Tennyson. Or may I call you Max?

Grey Matter:
It's Enoch and those Forever Knight guys who tried to slice and dice me.

Enoch:
How nice of you to remember. And, of course, how can I forget the family who left the Forever Knight without a castle.

Grandpa Max:
Whatever happened you brought upon yourselves.

Enoch:
Aren't we the feisty sewer rat? I'd love to chat about old times but I'm late for holding the world at my mercy.

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

Grandpa Max:
Ben, can't you go any faster?

Stinkfly:
Ohh... I'm sorry, Grandpa. I'm not used to flying with passengers.

[Grandpa Max grabs Ben, who's holding the Mask of Apuk, just in time to prevent Ben from falling to his death]

Grandpa Max:
Whoa, that was close. Almost lost the mask.

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

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

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

Grandpa Max:
You two have to keep your eyes on the prize and remember what's important here.

Four Arms:
We DO remember. Do you?

Four Arms:
Why does that thing look familiar?

Grandpa Max:
It must be Apuk, the Mayan god of death and the underworld. He's the guardian of the sword of Echtua.

Gwen Tennyson:
Why can't these places ever be protected by, like, the guardian of cheerfulness? Is that too much to ask?

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

Gwen Tennyson:
[the Omnitrix times out. Gwen Screams] The corrodium turned Ben into a hideous mutant! Oh, wait. That's how you always look.

Ben Tennyson:
[fake laugh] That's so funny I forgot to laugh.

Grandpa Max:
Guess we'd better head back to the farm. I'm sure Joan has more chores for us to do.

Ben Tennyson:
[Ben and Gwen exchange looks] Yeah, about that, Grandpa. Gwen and I just want to say...

Ben Tennyson, Gwen Tennyson:
[together] Don't make us go back there, please! We've learned our lesson, Grandpa! We'll do our chores from now on. Promise!

Grandpa Max:
Oh, thank goodness. I'd forgotten how much I hated working on Uncle Jedediah's farm when I was a kid. Now let's get out of here before I get stuck with manure duty again.

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

Gwen Tennyson:
Going somewhere?

Ben Tennyson:
Same place you are.

Gwen Tennyson, Ben Tennyson:
[together] Mummy hunt!

Joan Maplewood:
Rise and shine, sleepyheads.

Gwen Tennyson:
You've got to be kidding. It's 5:00AM.

Joan Maplewood:
And those cows aren't gonna milk themselves.

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

Gwen Tennyson:
Ben! Slop the hogs!

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

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

Gwen:
Ten superheroes on that stupid watch and you picked the one with the flaming butt?

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

Grandpa Max:
Let's check out the pet department.

Gwen:
Please tell me you aren't looking for our breakfast.

[confronted by a giant hamster, Ben's watch is still recharging]

Gwen:
[to Ben] If you didn't go cereal diving, one of those heroes could be saving us from becoming hamster chow.

Grandpa Max:
Being a hero isn't about others knowing you did something good, it's about YOU knowing you did something good. Being a hero is its own reward.

Ben Tennyson:
What? Were you reading the greeting cards at the Mega Mart?

Grandpa Max:
Well, yes.

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

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

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

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

Ben Tennyson:
Plus, I guess saving the city from Dr. Whacko was its own reward.

Gwen:
[sincerely] Don't forget you saved me, too. Thanks.

Ben Tennyson:
Yeah, well, that's what we heroes do best - rescue dweebs.

Gwen:
You are SUCH a major doofus.

Ben Tennyson:
I KNOW you are, but what am I?