Ben 10: Ultimate Alien

Gwen Tennyson:
Kevin's been missing for over a week.

Ben Tennyson:
Not missing. He left us. His choice.

Gwen Tennyson:
No, Ben, it's not his fault. He touched the Ultimatrix to save us. It's not his fault the power affected his mind.

Ben Tennyson:
Maybe not, but fair or not, he has to pay the price.

Trukk:
Name's Trukk. I'm top dog here.

Kevin Levin:
Good for you. Go bury a bone or something.

Quince:
Name's Quince. You look like you could use a friend.

Kevin Levin:
Looks can be deceiving. So can so-called "friends."

Quince:
Just figured out why you're so familiar to me. I know you.

Kevin Levin:
Couldn't. I just got here.

Quince:
Nah. You were here before... a few years ago. You're Kevin Levin.

Kevin Levin:
[grabbing Quince] No, I'm not! - and if you repeat that lie, I will squash you like a bug. We understand each other?

Quince:
Hey, no worries. I was your friend, remember? I still am. I'm just sorry you got yourself thrown back into this pit after everything you went through to get out.

Kevin Levin:
I came back here on purpose.

Quince:
On pur... ? Why would anybody come here on purpose?

Kevin Levin:
Revenge.

Warden Morgg:
[to Ben and Gwen] Incarcicon is off-limits to the Plumbers. You're violating the rules.

Quince:
And while you got better, Morgg's hatred grew worse.

Kevin Levin:
Yeah, Kwarrel changed my life all right, in more ways than one.

Kevin Levin:
I was a coward. I ran. The sound of Morgg's blaster will haunt me for the rest of my life.

Quince:
Hey, you did what Kwarrel told you, kid. That's all.

Kevin Levin:
Kwarrel is gone, and that creep Morgg is still breathing.

Quince:
I know how you felt about Kwarrel - I felt the same way - but you waste Morgg and you undo everything Kwarrel did for you.

Kevin Levin:
I owe Kwarrel. I can't just let his murderer walk away free.

Kevin Levin:
Let me go, Tennyson! He's getting away!

Armodrillo:
I can't let you hurt him, Kevin.

Kevin Levin:
Then I'll just have to hurt YOU!

Gwen Tennyson:
Most of the prisoners are escaping. Shouldn't we do something?

Ben Tennyson:
They're out of prison, but they're stuck in the Null Void. That's probably punishment enough. Gwen, you see what Kevin's capable of now.

Gwen Tennyson:
That's why we have to help him.

Ben Tennyson:
I think we're past that. I think... we have to put him down.

Gwen Tennyson:
What's THAT supposed to mean?

Warden Morgg:
Keep an eye on our guests. The last thing I need is for the Plumbers to learn what's REALLY going on here.

Warden Morgg:
I'm sorry to hear you say that. I'm even more sorry that you ignored my warning and that the other prisoners got to you before I could save you.

Warden Morgg:
[to his robots] Try not to make too big a mess, won't you, boys?

Kevin Levin:
You two done being reasonable?

Gwen Tennyson, Ben Tennyson:
Definitely.

Ben Tennyson:
Sorry about your team.

Plumber:
It's comes with the territory, Ben. We're all professionals.

Kevin Levin:
Payback time?

Ben Tennyson:
[looks at the captured Esoterica agent] Oh, for sure!

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.

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.

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

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?

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.

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 Daigon - 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.

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]

Kevin Levin:
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.

Ben Tennyson:
[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.

Gwen Tennyson:
Daigon won. He got Vilgax to do his dirty work. And now he's taken his heart back to his dimension.

Ben Tennyson:
Daigon 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!

Old George:
[Old George reappears - younger] Let the dragon come.

Kevin Levin:
I want your power.

NRG:
Yeah. Come and get it!

Kevin Levin:
Shouldn't have let you go. You were doin' me a favor. Only one of us is walkin' away from this, Tennyson, and it's not going to be... Alan!

[Kevin fires at Alan]

Kevin Levin:
Your time is comin', Tennyson.

Alan Albright:
I got off easy. You should've seen what he did to the others.

Ben Tennyson:
Pierce? Helen?

Alan Albright:
And Manny. And some guy named Dr. Viktor. I didn't understand what Kevin wanted from us - until now.

Ben Tennyson:
Your energy. And he's never gonna stop... unless I stop him... for good.

Ben Tennyson:
Wake up and smell the end of the world, Gwen. He's out of control.

Gwen Tennyson:
He's our friend!

Ben Tennyson:
*Was* our friend.

Ben Tennyson:
[to Gwen] You know why you lost? Because you care about not hurting me, and that's EXACTLY why you can't do what it takes to deal with Kevin.

Gwen Tennyson:
We can't let Ben destroy Kevin. We've gotta find a way to cure him.

Max Tennyson:
Ben is right.

Gwen Tennyson:
I know. He... Wait! WHAT?

Max Tennyson:
You are a Plumber, Gwen! A lot of people are depending on you. You've got to put your feelings aside and do what's right.

Gwen Tennyson:
This is Kevin we're talking about.

Max Tennyson:
If you can't be a professional, then just stay out of the way and let Ben do what needs to be done.

Gwen Tennyson:
But, Grandpa...

Max Tennyson:
I can't help you, Gwen.

Gwen Tennyson:
Then I'll find someone who can.

Max Tennyson:
Kevin's a menace. Your friendship aside, the only responsible move is to take him down with all necessary force.

Ben Tennyson:
Then I don't understand why you're talking to me.

Max Tennyson:
It's the logical move. It's the safest move. It's the sensible move.

Ben Tennyson:
But?

Max Tennyson:
It's not the Ben move. You trust people, you give them second chances, and they live up to your expectations. Kevin was a sociopath when you were kids, but you trusted him anyway.

Ben Tennyson:
Look how that worked out.

Max Tennyson:
He's turned into a fine young man - a hero a dozen times over.

Ben Tennyson:
But now he's a monster.

Max Tennyson:
True - and I'd put him down like a mad dog - but I never thought YOU would. You always find another way.

Ben Tennyson:
When I thought you were dead, I had to do a lot of growing up.

Max Tennyson:
You did fine.

Ben Tennyson:
For a while, but then I let my fame go to my head. I've been as big a jerk these past few months as I ever was.

[very long pause]

Ben Tennyson:
Aren't you gonna argue with me?

Max Tennyson:
Not when you're right.

Ben Tennyson:
I've had fun, but I always told myself that when the situation got serious, so would I.

Max Tennyson:
I'm not going to argue with you, Ben. I just wanted to make sure you'd really thought about this.

Ben Tennyson:
I have, Grandpa. I'm sorry about what's going to happen to Kevin - really, I am - but this isn't kid stuff anymore. Play time's over.

Ben Tennyson:
You brought Darkstar into this? And he's going to act like our friend again, right?

Gwen Tennyson:
He's the only one who can help Kevin.

Ben Tennyson:
Sure.

Mike Morningstar:
But I CAN help because you don't understand Kevin and *I* do.

Mike Morningstar:
We both have an insatible craving for energy.

Ben Tennyson:
And you're evil.

Gwen Tennyson:
Kevin's not evil. Somewhere deep down he's still our friend.

Mike Morningstar:
No, lovely Gwen, he's not your friend anymore. He just looks like him. He's... an empty shell, knowing only a hunger that must be fed. That craving is his weakness.

Kevin Levin:
You shouldn't have come here!

Kevin Levin:
[cries out in anguish] Don't you realize I've been trying to stay away from you?

Gwen Tennyson:
Why?

Kevin Levin:
Because I knew what I'd do to you if I had the chance!

Gwen Tennyson:
Don't make me hurt you, Kevin!

Kevin Levin:
Give it your best shot!

Ben Tennyson:
You're gonna be okay.

Alan Albright:
No. I'm not. None of us are.

Gwen Tennyson:
Hard to believe you've been reduced to draining energy out of dogs in back alleys.

Mike Morningstar:
We all do what we must to survive.

Kevin Levin:
This is your fault. You coulda helped me with your magic.

Gwen Tennyson:
No, I tried to...

Kevin Levin:
You tried, everybody tried, but here I am a monster. And if I look the part, why shouldn't I act it?

Ben Tennyson:
I still don't get it. What's supposed to happen when Kevin gets here?

Cooper:
[entering] I think that's where I come in.

Ben Tennyson:
Do I know y...? Cooper?

Cooper:
I had a growth spurt.

Gwen Tennyson:
Yes, you did.

Ben Tennyson:
And if it DOESN'T work?

Mike Morningstar:
You already know the answer, Tennyson. There is but one way to deal with a mad dog.

Gwen Tennyson:
But it's not going to come to that. It's going to work!

Gwen Tennyson:
All we have to do is...

Ben Tennyson:
There's no "we." Not this time. I'm the one who put Kevin in the position where he had to absorb that energy. It's my fault that he's lost control, and everything he's done since, all those people he's hurt, all those people he's going to hurt, that's my fault, too.

Gwen Tennyson:
You've gotta let me try.

Ben Tennyson:
I will but only because I know you're going to fail.

Kevin Levin:
Unless you want another trip to the hospital, old man, you'll step aside.

Max Tennyson:
Not before we talk.

Kevin Levin:
We got nothin' to talk about. Move or die!

Max Tennyson:
Your call.

Harvey Hackett:
Put him down, Kevin.

Kevin Levin:
You don't tell me what to do!

Harvey Hackett:
I said "Put him down!" Are you listening to me, son?

Kevin Levin:
You're not my real father! You don't tell me what to do!

Harvey Hackett:
You're right, I'm not, but you were four years old when I married your mother, and I raised you like my own!

Kevin Levin:
So?

Harvey Hackett:
So? So you're going to listen!

Kevin Levin:
You got nothin' to say to me. You tried to take my real dad's place, you convinced my ma to kick me out on the street when I was eleven years old...

Harvey Hackett:
We didn't kick you out, Kevin! You demolished our house!

Kevin Levin:
Whatever. If ma really loved dad, she would have NEVER remarried!

Harvey Hackett:
You watch your mouth. Your mother loved your late father more than she loved me - and YOU more than EITHER ONE of us.

SpiderMonkey:
Anyway, you're supposed to be hiding!

Gwen Tennyson:
And you're supposed to be "delaying" him, not dropping RVs on his head!

SpiderMonkey:
Uh, actually it was the other way around.

Gwen Tennyson:
I can't believe how hard Ben was fighting. He was really trying to hurt Kevin.

Julie Yamamoto:
Kind of looked the other way around to me. You sure he's okay?

Gwen Tennyson:
This is Ben we're talking about.

Echo Echo:
[emerging from the trunk after Kevin's destroyed the other clones] Luckily, I always keep a spare in the trunk. That should be enough of a head start.

Gwen Tennyson:
Ben, you promised we'd try it my way first.

Ultimate Echo Echo:
Yeah, I lied.

Ultimate Echo Echo:
I don't even like being famous. Between you and me, I wish I had my secret identity back.

Kevin Levin:
My heart bleeds for you. Now you just bleed!

Ultimate Echo Echo:
[as Ben prepares to finish Kevin for good] Paradox said I was the one who will do what has to be done. I gotta!

Gwen Tennyson:
Then do it. Protect the innocent! That's Kevin, too.

Ben Tennyson:
[changing back to Ben] You better be right.

Ben Tennyson:
Now that's what I call a happy ending.

Cooper:
I guess.

Max Tennyson:
You don't know the half of it. We expected Heatblast and the others to get their powers back...

Julie Yamamoto:
...but even the energy Aggregor stole went back to where it belongs...

Ra'Ad:
...and returned US from oblivion. Thank you, Ben Tennyson.

Ben Tennyson:
Wasn't me this time. It was all of us.

Kevin Levin:
Listen, uh, when I was, uh, out of control, I said some things...

Ben Tennyson:
No need to apologize. We're both kind of jerks. That's why we get along.

Gwen Tennyson:
I'm not a jerk.

Gwen Tennyson:
[to Ben and Kevin] Who wants to go with me and help explain to my folks what happened to their house?

Kevin Levin:
[to Ben] Mr. Smoothy?

Ben Tennyson:
[walking out with Kevin] You buyin'?

Gwen Tennyson:
It didn't work, Michael. Kevin's just as dangerous as ever.

Ben Tennyson:
[sarcastically] Huh. And I thought for sure you'd be able just to TALK him out of his mindless revenge spree.

Max Tennyson:
Sorry it had to end like this, kid.

Kevin Levin:
[gloating] Always sure you're gonna win! Whadda you gotta say for yourself NOW?

Ben Tennyson:
[weakly] Spider... Monkey.

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

Argit:
[as a Forever Knight grabs him by the collar] How do you like THAT? I put out the hand of friendship and you pull out the sword of... mm... NOT friendship.

Reporter Chet Rigby:
Wow, Ben. Looks like quite a big turn out from your fans, the Wanna-Bens.

Ben Tennyson:
Thanks, Chet, but the real fans prefer to be called "Ben addicts."

Gwen Tennyson:
He put the "dumb" in stardom.

Kevin Levin:
Fame turns everybody into a nimrod.

Ben Tennyson:
The idea that I'm some sort of trouble magnet is... um... Aw, nuts.

[Ben sees Forever Knights approaching right before they bust through the wall]

Ben Tennyson:
There's a door right there!

Ben Tennyson:
We need intel. We need someone smart, totally in the know and wired into the alien underground. We need the best.

[Cut to them knocking on a door]

Jimmy's Mother:
Jimmy, your friends are here!

Jimmy's Mother:
[to the team] Who wants cookies?

[Kevin raises his hand]

Kevin Levin:
[to Gwen] She offered. I'm being polite.

Kevin Levin:
All right, Argit, what's the scam?

Argit:
Scam? Oh, I'm-I'm hurt, deeply hurt that an old friend like you would think badly of me, especially after I've gone to all the trouble of collecting the money I owe you.

Kevin Levin:
[picking up the stack of money] Hello, beautiful.

Gwen Tennyson:
Kevin!

Kevin Levin:
Right. There's gotta be a catch. Look, you know I love money more than anything in the world.

Gwen Tennyson:
WHAT did you say?

Kevin Levin:
ALMOST anything in the world.

Argit:
So, bottom line, you want me to stop being king of this castle and, instead, go live in a dungeon?... Yeah. I'm gonna say "No, thanks." See, all these knights in here, they work for ME. Now, you come in here and you try to tell ME what to do? I say - "You and what army?"

Dagonet:
KNIGHTS!

[Forever Knights turn on Argit]

Ben Tennyson:
THAT army.

Argit:
If you guys had busted into action when Knighty McKnighterson came in, we'd all be dead.

Kevin Levin:
I think I still have one of your quills in my butt.

Gwen Tennyson:
Oh, I'm surprised your money didn't protect you.

Kevin Levin:
[to Ben] She ever gonna drop that?

Ben Tennyson:
Nope. Never.

Andreas:
[hugging Kevin] You're nice. Andreas sorry for shaking you.

Kevin Levin:
[struggling to breathe] Ohh... All right, buddy.

Gwen Tennyson:
[about Andreas] He's scared. How do you stop him?

Argit:
Stop him? I just let him go until he knocks down the building. Then I give him a burrito.

Gwen Tennyson:
[sarcastically] Ugh. You are so helpful.

Argit:
Oh, no. I lost everything! Do you know how much money I had in there?

Kevin Levin:
[angrily] He trusted you! He loved you! And what did you do? You used him! You used his feelings for you and...

Kevin Levin:
[somberly]... now he's gone.

Argit:
Sometimes I don't get you, Kevin. None of you.

Gwen Tennyson:
No, you wouldn't.

Agreggor:
Four down and one to go. Then the fun begins.

Ben Tennyson:
Wait! I bought a goat action figure!

Kevin Levin:
Okay, nerds, I'm out of cookies. What about the Forever Knights?

Dagonet:
I, Sir Dagonet, am here to restore the honor of the Forever Knights, which you have sullied with your alien filth.

Kevin Levin:
You shouldn't have sullied him, man.

Dagonet:
[conducting Andreas' inquisition] In accordance with Forever Knight law, any alien who dares to set foot or claw or pseudopod upon our planet shall be executed.

Gwen Tennyson:
[Reading a message] "Because you received your Plumber commodations during a field operation, your required training is incomplete. Please report to academy 2814 for field certification courses.

Ben Tennyson:
Wait. We have to go to school?

Kevin Levin:
Give it a rest, Tennyson. If this is what it takes to keep our badges, then this is what we'll do.

Gwen Tennyson:
This is awesome! Look at the classes we get to take: Weapons and Tactics, Interstellar Law, Cultural Sensitivity.

Kevin Levin:
Started strong, but then you lost me.

Gwen Tennyson:
...Starship Maintenance.

Ben Tennyson:
Adn you got him right back.

Brannigan:
There's been a Null Void breakout. So Magister Hulka wants all new recruits in their bunks and accounted for. You don't want to make him and *me* mad on the same day! Do we understand each other, larval dipteroid?

Gwen Tennyson:
Ooo. Big mistake.

Ben Tennyson:
Brannigan, you just bought yourself a nose full of Humungosaur!

Kevin Levin:
[Keving keeps Ben from activating the Ultimatrix] We're going Tennyson! You're not getting us thrown out of here on the first day.

Ben Tennyson:
Wait. *You're* holding *me* back?

Tack:
He saved us. You *are* the greatest Plumber of all!

Hulka:
He's a larval dipteroid! He disobeyed orders!

Ben Tennyson:
I was supposed to let the grenade get you?

Hulka:
You were supposed to do what I tell you! You'd know that if you were ever listening in class.

Kevin Levin:
What? The magna-lock went bad and it was set on overload instead of stun. Gwen's right.

Hulka:
Go back to your barracks.

Gwen Tennyson:
Someone's out to get you, sir, aren't they? Or you wouldn't let Tack be out of your sight, would you?

Hulka:
Mind... your own... business.

Kevin Levin:
Whole place is on lockdown. Breaking curfew is against orders.

Ben Tennyson:
It's like I don't even know you anymore.

Kevin Levin:
Being a Plumber isn't something you mess around with. If you screw this up, you and are going to get into it!

Kevin Levin:
[to Gwen after they've been captured during a battle drill] You gonna handle these clowns, or should I? [Gwen takes down the squad. To the fallen squad] Don't blame yourselves. She's devious.

Kolar:
You ruined my life!

Hulka:
You ruined it yourself, Kolar! Plumbers got honor. You've got nothing.

Gwen Tennyson:
You... pushed him into a sun?

Hulka:
I did not. I changed the arrival address to a Null Void penitentiary. Plumbers are law enforcement, not judges. Don't ever forget that!

Gwen Tennyson:
I can't believe I only scored a 98.

Ben Tennyson:
Out of a hundred, Gwen. Try and unclench.

Kevin Levin:
It only takes a 72 to pass which I exceeded. How about you, Ben?

Ben Tennyson:
95. People think I'm not paying attention, but I am.

Gwen Tennyson:
My 98 is starting to look really weak.

Hulka:
To my considerable amazement, you all completed the course. So it's official. You're Plumbers.

Ben Tennyson:
But we knew that already. So what you really came here for was to thank me for saving your life, didn't you? Go on. It won't hurt.

Hulka:
[Hulka puts a medal on Ben's chest] Your shuttle leaves for home in 5.

Ben Tennyson:
Wait. What's this for?

Tack:
[Reading the medal] "For demonstration of a Plumber's most essential attribute - the ability to exercise latitude and creativity in problem solving." Whoa!

Kevin Levin:
Sounds like a "Thank you" to me.

Ben 10,000:
Sure it's all fun and games until someone loses and eye.

Eon:
Impressive. In all my years hunting alternative versions of you, I've never met one with your abilities. Still I shouldn't be surprised, considering...

Ben 10,000:
Considering what? Why are you doing this Eon? When we fought before we...

Eon:
THAT WASN'T ME, TENNYSON! And soon it won't have been you!

Paradox:
Hello Ben.

Ben 10,000:
Good to see you, Paradox. Love how you don't show up until it's all over.

Paradox:
It's far from over, old friend. It's barely begun.

Ben Tennyson:
It's either an uncataloged alien, or yet another feature I can't figure out - or it's broken again.

Kevin Levin:
[after Gwen takes down a ninja] Wow! You learned that in Karate School?

Gwen Tennyson:
Saw it in an old movie.

Gwen Tennyson:
Professor Paradox?

Paradox:
Hello children.

Kevin Levin:
Who's your friend?

Ben Tennyson:
[Ben stares for a moment] Are you-?

Ben 10,000:
That's right, Ben. I'm you - only even more awesome.

Ben 10,000:
I'm a different Ben 10,000. But I do remembering going to that future back when we were 10. What buzzkill that guy was.

Ben Tennyson:
You're my *real* future?

Paradox:
Yes. If nothing occurs to change it. That's why I've - bent the rules of time and brought you here.

Paradox:
You travelled into Cross Time.

Gwen Tennyson:
Like a parallel world?

Paradox:
Exactly.

Ben Tennyson:
That's why the me in the future didn't remember it happening to him.

Ben 10,000, Kevin Levin:
But you remember all of this.

Ben 10,000:
Yeah, I do.

Kevin Levin:
Okay, don't do that again.

Ben Tennyson:
How do you do all that without transforming?

Ben 10,000:
I haven't bothered to in years. Not since I discovered my best transformation.

Gwen Tennyson:
...Ultimate Ben?

Ben Tennyson:
What powers come with that?

Ben 10,000:
Pretty much all of them. You'll figure it out someday.

Paradox:
There are rules, Kevin. I cannot interfer.

Gwen Tennyson:
Excuse me. But aren't you already interfering?

Paradox:
Touche... Actuall I've just come to give young Ben a warning. But that can wait.

Ben Tennyson:
Until what?

Paradox:
Until I see if you survive.

Ultimate Swampfire:
How about you explain yourself? Why attack me over and over?

Eon:
Our paths are intertwined. In this and every other time line.

Paradox:
I won't allow that Eon!

Eon:
You cannot interfere, timewalker. And you why.

Paradox:
True. But if you dare procede there is nowhere in all of space and time you can hide from me.

Eon:
I'll burn that bridge when I come to it. Now I have a couple of Ben Tennysons to absorb.

Ben 10,000:
There you go. I've just unlocked everything you've ever become up until now.

Ben Tennyson:
Really? Thanks.

Ben 10,000:
I also threw in a few new ones because it'll annoy Azmuth when he finds out.

Paradox:
Time to go. But first a warning to my young friend. [In an ominous voice] Beware old George. Beware the creature from beyond. [Cheerfully] So long.

Kevin Levin:
[watching Goop being trampled by fans] That's just embarassing. Ya got a mop or something?

Gwen Tennyson:
Or something.

[mystically grabs Goop's anti-gravity disk]

Gwen Tennyson:
Heads up, Kevin. Goop can't move without his anti-gravity disk.

Ben Tennyson:
Not... one... word.

Kevin Levin:
It's okay. I took pictures.

Kevin Levin:
Don't panic. It's just a sea tremor. Pyke said they're normal on this planet, remember? This baby can handle anything.

Gwen Tennyson:
Including *that*?

[a giant sea creature appears]

Kevin Levin:
I said, "don't panic." We're safe as long as we stay inside the ship.

[a tentacle penetrates the cockpit. Kevin screams]

Kevin Levin:
Yeah. Now's a good time to panic.

Ben Tennyson:
[as Pyke is fighting] How come I was never that cool as Ripjaws?

Kevin Levin:
You were never that cool, period.

Ben Tennyson:
The tremors are coming from that machine. I'm sure of it.

Ultimate Aggregor:
You're right, Tennyson. Without this, the whole planet's pulling itself apart.

Kevin Levin:
The tremors before - that was you trying to get it loose.

Ultimate Aggregor:
You're smarter than you look, boy. Admittedly, not a great achievement.

Pyke:
The Centripetal Accelerator, what have you done to it? You've doomed us all!

Kevin Levin:
I didn't do anything. It was Aggegor. He took the doohickey and escaped through THAT hole... that isn't there anymore.

Gwen Tennyson:
Ben! The whole planet's breaking apart. We've only got a few minutes.

Ultimate Big Chill:
On my way. Anything I can do?

Kevin Levin:
Not unless you have spare centripetal accelerator on you.

Ultimate Big Chill:
[appearing] Explain what that means. No big words.

Gwen Tennyson:
It's like an anti-gravity multiplier.

Gwen Tennyson:
[after Goop disappears] Ben, no! Get him out!

Kevin Levin:
He's... he's been atomized, spread throughout the entire ocean. I'm sorry, Gwen.

Pyke:
It's working. The planet's atmosphere is stablizing.

Kevin Levin:
Least he went down savin' the world.

Ben Tennyson:
[as their submersible ship sinks] If I transform, when I change back I won't being wearing my Plumber suit, and we're running out of oxygen fast. It always puts me back into whatever I was wearing the first time I changed after the reboot.

Kevin Levin:
There's gotta be a button for that.

Ben Tennyson:
You want me to look for it NOW?

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.

Fake Vilgax:
You are trapped Ben Tennyson. You cannot save yourself.

Albedo:
Well, in that case. I had better call for a little help - from the Gwen X!

Kevin Levin:
Ten Gwens?

Gwen Tennyson:
That... is so wrong!

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! [Gwens eyes and hand glow]... *Now* I'm perfectly calm.

Ben Tennyson:
I thought you said you didn't have an Ultimatrix.

Swampy:
Yeah. So?

Ben Tennyson:
So if you don't have an Ultimatrix, how did you change into Swampfire?

Swampy:
Uh, that's uh... none of your business!

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.

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.

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!

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.

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.

Rath:
[after throwing a tank into a pond] What? It was already busted!

Ben Tennyson:
What? What did I say?

Gwen Tennyson:
It's what you DID, Ben. You were late, and when you finally showed up, you made a big entrance and completely blew her concentration.

Ben Tennyson:
I can't help if I'm famous, right? I'm sorry. It won't happen again.

Ben Tennyson:
Any suggestions?

Kevin Levin:
Yeah. There's a plan. Ask ME for girlfriend advice.

Forever Knight #1:
We attempted to show initiative, King Urien.

King Urien:
And by doing so, you revealed our intentions to our enemies AND lost our sole remaining plasma-beam tank.

Forever Knight #2:
We didn't lose it, sire. It's right outside the museum. Ben Tennyson tore it into tiny pieces but...

Forever Knight #1:
We know EXACTLY where...

Forever Knight #1:
[chuckles slightly] Actually, it's almost funny when you think about it.

Kevin Levin:
If we're doin' "important," maybe we could try figurin' out why those Forever Knights were tryin' to bust into that museum.

Gwen Tennyson:
Forever Knights? Like THAT'S a big riddle. They're trying to steal some piece of alien technology so they can slay dragons or take over the world or whatever.

Kevin Levin:
So now we just ignore them when they try and take over the world?

Gwen Tennyson:
They're ALWAYS taking over the world, but this is Julie's first professional tournament. We should be supporting her. She should be the center of attention, especially from Ben. WHAT are you doing?

Ben Tennyson:
I was thinking that while we were waiting around, I could go and catch "Sumo Slammers the Movie."

Kevin Levin:
You're either the bravest man alive or the dumbest.

Ben Tennyson:
It's their first live-action movie. Everybody knows live action is better than cartoons.

Gwen Tennyson:
Benjamin Kirby Tennyson! Don't even think about it! You can't be in two places at once.

Color Commentator:
What's happening up there?

Julie Yamamoto:
Uh, that's my... boyfriend.

Color Commentator:
You must be very proud.

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

Kevin Levin:
Ben! You've always been kind of girly, but today...

Ben Tennyson #2:
Yeah?

Kevin Levin:
You're creepin' me out!

Kevin Levin:
Signs? That's the best you got? Where's the usual smack talk? First we crack on the bad guys, then we trash 'em. It's what we do.

Ben Tennyson #2:
That's bad sportsmanship.

Ben Tennyson #2:
There were aliens in Central America?

Kevin Levin:
They came for the scenery, but they stayed for the chocolate.

Kevin Levin:
[seeing there are three Bens] If I wasn't runnin' for my life, I'd totally demand an explanation!

Ben Tennyson #1:
Sumo Slammers opened today and...

Ben Tennyson #2:
...we were trying to be sensitive to everyone's needs.

Ben Tennyson #3:
What's it to you?

Kevin Levin:
Again, "runnin' for my life!"

[to be in three places at once, Ben transforms into Echo Echo then switches the Ultimatrix to "human."]

Ben Tennyson #1:
I didn't really think that was going to work.

Ben Tennyson #2:
Why not? You're a smart guy. You don't give yourself enough credit for that.

Ben Tennyson #3:
I don't know. I think you're kind of a dope.

Ben Tennyson #1:
Yeah? Well, THIS dope's going to see "Sumo Slammer."

Ben Tennyson #2:
You work hard. You deserve to treat yourself every now and then. Tell you what, I'll go with Kevin and keep an eye out for those Forever Knights.

Ben Tennyson #1:
Perfect. And YOU...

[They catch Ben #3 admiring himself in the mirror]

Ben Tennyson #3:
What?

Ben Tennyson #2:
We were thinking you could go watch Julie play in the tournament. After all, she's always so nice to us. It's only right that we...

Ben Tennyson #3:
Yeah, fine, whatevs.

Gwen Tennyson:
[angrily] Where have you been? Julie's match is about to start.

Ben Tennyson #3:
I'm HERE. Why don't you put a sock in it?

Gwen Tennyson:
Whoa. What's with all the attitude?

Ben Tennyson #3:
I'm Ben Classic. Miss me?

Humungousaur:
Can you tell which way they're coming from?

Kevin Levin:
[as the ground suddenly cracks beneath their feet] Yes.

King Urien:
Who DARES intrude?

Forever Knight #2:
It's Ben Tennyson, the alien changeling, and his lackey.

Kevin Levin:
Oh, now I'm a lackey?

Humungousaur:
I'm sure he didn't mean to hurt your feelings.

Ben Tennyson #2:
Hello, Kevin. Hope I didn't keep you waiting.

Kevin Levin:
Didn't I just see you with Gwen?

Ben Tennyson #2:
I guess so. Didn't you want to go investigate the Forever Knights robbery?

Kevin Levin:
Yeah, but Gwen's pretty mad at you. You better...

Ben Tennyson #2:
Gwen might SEEM inflexible, but her heart is as big as all outdoors. She'll forgive my transgression.

Kevin Levin:
Gwen will forgive you? Gwen Tennyson?

Ben Tennyson #2:
This mission's important to you, and you're important to me, my good friend. Let's go.

Kevin Levin:
[to himself] Somethin's definitely wrong here, but so far it's workin' out for me.

Ben Tennyson #3:
Head's up! One side! Hero stuff to do!

Ben Tennyson #1:
Where's the other us?

Ben Tennyson #3:
What am I, a GPS?

Dr. Animo:
I, Dr. Animo, control the yeti's every move. And I, Dr. Animo...

Kevin Levin:
Dude, stop saying your name. We know who you are.

Dr. Animo:
I, Dr... duh... have activated my devolution bomb, which shall turn anyone in range of the blast into a yeti.

[evil laugh]

Four Arms:
Huh? Seriously? That's your plan?

Gwen Tennyson:
Kind of reminds you of the old days, doesn't it?

Kevin Levin:
What? Stupid plans? Guess so.

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

Gwen Tennyson:
Attention, Plumbers. Pick up in Sector 7 G.

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

Gwen Tennyson:
Don't you think it's kind of weird how this creature hasn't actually harmed anyone?

Kevin Levin:
Not weird, just lucky.

Gwen Tennyson:
Really? Even though it easily could have? It just demolished buildings, cars, inanimate objects. No one's that lucky.

Big Chill:
What? You think it's another baby alien?

Kevin Levin:
I am never changing a giant diaper again!

Ben Tennyson:
Why do you need my help? You can obviously handle yourself pretty well in a fight, Mr...?

Galapagos:
Galapagos. Violence is not the way of my people.

Ben Tennyson:
[looking at the destruction in the immediate area] Could have fooled me.

Galapagos:
I am from a peaceful planet called Aldabra where, like the rest of my people, I ate grass all day and hovered above the ground debating philosophy and enjoying the great gift of life. My kind lacks aggression. Fighting is not the way of my people, but in my short time on Earth, I've observed that your people fight constantly.

Kevin Levin:
Yeah? So how did you know how to fight so good just now?

Galapagos:
I learned it in prison.

Kevin Levin:
Told you he couldn't be trusted.

Bivalvan:
You'd better not be lying.

Galapagos:
"Ly-ing?"

Ra'ad:
Don't tell me. You don't have lying where you come from, either.

Galapagos:
No. We have very pleasant weather, though.

Ra'ad:
Seriously, Andreas, stop smashing open the ship. I like breathing.

Aggregor:
Once I have all your powers combined, nothing can stop me from attaining the ultimate prize.

Galapagos:
Except me. You promised to release me if I helped you capture the others.

Aggregor:
I lied.

Galapagos:
What a coincidence. I lied too.

Galapagos:
[as a Plumber takes Galapagos home] I can't thank you Plumbers enough for taking me home.

Aggregor:
[disguised as a Plumber] Who say's you're going home?

[Stands up and takes his helmet off to reveal himself]

Galapagos:
I had no idea how to find you, oh great Ben Tennyson, so I thought if I went on a rampage, the famous hero of Earth would eventually show up to stop me - and here you are.

Gwen Tennyson:
Happy?

Ultimate Big Chill:
I have a phone number, you know.

Aggregor:
When Osmosians absorb the energy of other life forms, we only gain one tenth of that creatures abilities, but I have a better way. I've built a machine back on my home planet that will allow me to absorb ALL of your powers.

Ben Tennyson:
I told you itw as the Forever Knights.

Gwen Tennyson:
I don't see how these things fit into the whole King Arthur theme.

Ben Tennyson:
Maybe they're supposed to be horses?

Gwen Tennyson:
Anyway, I thought they broke up last year.

Kevin Levin:
Don't think so.

Ben Tennyson:
We'll ask them about it, *after* we kick their cans!

Kevin Levin:
Smooth move Romeo. You sure showed her.

Ben Tennyson:
Showed her what?

Kevin Levin:
You don't know either, huh?

Kevin Levin:
Besides we are all up to here with Ben. I mean if he says "I saved the whole entire universe" one more time, I'm gonna go psycho!

Gwen Tennyson:
Again?

Kevin Levin:
It's just an expression.

Gwen Tennyson:
And yet I still feel the need to check.

Baz-El:
Look, I told you I thought this place was just an old ruin.

Alien Leader:
This is our most revered place!

Baz-El:
Yes, well you don't take very good care of it, do you? From the looks of it, I assumed you were all extinct.

Ben Tennyson:
I flew half way across the galaxy so Julie could tell me to buzz off again. I don't deserve this! I'm a world famous hero!

Kevin Levin:
You're a world class jerk! [Steps on some unstable rocks] Whoa! That's better. And if you weren't such a jerk, maybe she wouldn't have dumped you in the first place.

Ben Tennyson:
Oh, and now you're expert on feelings?

Kevin Levin:
No. But I am an expert on jerks.

Ben Tennyson:
[as Julie's fighting] Need any help? [Julie keeps fighting] Okay then... so you... keep doing... you know that... And I'll go... help Baz-El.

Alien Leader:
Blasphemer! Don't you realize that by destroying the altar, you've awakened the sentinels?

Ben Tennyson:
I who'd the what now? [the sentinels start moving] Aw man!

Baz-El:
Ero... when I can... I collect a few... souveinirs for profit. I call it my retirement plan. So shoot me.

Kevin Levin:
Okay.

Gwen Tennyson:
Kevin!

Kevin Levin:
I might've been kidding.

Ben Tennyson:
What'll it be Ship? Go with Baz-El so he can make a few bucks selling you or stay with Julie, who really cares about...

Ship:
JULIE!

Ben Tennyson:
[to Julie] Hey, I know I'm jerk sometimes.

Gwen Tennyson, Kevin Levin:
Sometimes?

Ben Tennyson:
I got this! But you're the only person in my life, besides them [Indicating Gwen and Kevin] who isn't impressed by all that other stuff. You know the real me. Faults and all. And... that's okay with you - kind of...

Julie:
Kind of... Promise you'll do better?

Ben Tennyson:
I promise I'll try.

Julie:
And I'll try too.

Humungosaur:
You said we should see each other. Sounds simple to me.

Julie Yamamoto:
I said "Considering how little time you have for me, we might as well be broken up."

Humungosaur:
That is not my fault!

Ultimate Swampfire:
[after Baz-El belches] What is your problem?

Baz-El:
I... have a very delicate stomach which does not respond well to stress or impending doom.

Gwen Tennyson:
Every channel, Ben, all weekend, nothing but you wrecking things - and they know who you are.

Ben Tennyson:
Nobody cares if I'm a superhero!

Kevin Levin:
Super menace.

Kevin Levin:
You should have used one of your new ultimate transformations.

Ben Tennyson:
I wanted to scare THEM, not ME.

Julie:
It's too nice a day to sit inside watching TV. Why don't we go for a drive in your new car? That always cheers you up.

Ben Tennyson:
I don't need cheering up. I'm not upset.

Julie:
Why not? Everybody hates you.

Gwen Tennyson:
We know you were trying to help, but by revealing Ben's secret, uh, you've made it harder for him to help people.

Jimmy:
I'm sorry. I thought you'd like the fame. You know, all the attention and money.

Ben Tennyson:
Attention?

Kevin Levin:
Money?

Ben Tennyson:
Road trip?

Gwen Tennyson:
We can borrow Ship from Julie.

Kevin Levin:
Don't have to. We'll take the Rustbucket.

Ben Tennyson:
You want to *drive* all the way to Florida?

Kevin Levin:
Not that Rustbucket. The new one.

Ben Tennyson:
[Inside the new Rustbucket] Sweet! This is going to be the coolest thing I ever crashed.

Colonel:
Even though The Plumbers are secret, every government on Earth recognizes your authority in these matters.

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

Chromastone:
Chromastone! Wasn't even sure I still had this one.

Ben Tennyson:
Now I get it. He's doing the same thing you always do, Kevin.

Kevin Levin:
Stealing?

Bivalvan:
There is nothing you can do to stop me.

Spidermonkey:
Maybe not me, but my new Ultimatrix comes with some new features. There's a time to go hero and there's a time to go ultimate!

[activates the Ultimatrix]

Ultimate Spidermonkey:
Ultimate SpiderMonkey!

Bivalvan:
I was kidnapped along with four others by a monster named Aggregor. We managed to escape him but crashed here on your planet.

Gwen Tennyson:
Where are the others?

Bivalvan:
I don't know. We were separated.

Ben Tennyson:
Four aliens that aren't in the Ultimatrix? That's pretty cool!

Ben Tennyson:
[to Bivalvan] We'll make sure the bomb gets back to NASA.

Kevin Levin:
Not that we don't trust you, but we don't.

JT:
[to Ben] You've helped a lot of people in this school. You're all right, Tennyson.

[opening lines]

Jimmy:
The aliens are already among us, strange creatures with unbelievable powers. Aliens are real, but that isn't the amazing part. This is: All of the creatures you've just seen are actually alter egos of one man. His name... is Ben Tennyson.

Kevin Levin:
[smirking] You are so busted.

Gwen Tennyson:
Kevin! Those guys are on our side! You can't shoot at them!

Kevin Levin:
No harm done. He ejected, and his parachute is only a little on fire.

Ra'ad:
Where have you taken me?

Kevin Levin:
Welcome to Los Soledad - abandoned top secret research lab and gateway to nowhere.

Ben Tennyson:
I'm Ben Tennyson. Didn't get a chance to introduce myself earlier, what with that whole attacking me thing you did.

Ben Tennyson:
Your friends are all safe. The Plumbers took them back to their home planets.

Ra'ad:
Wrong! You led Aggregor *right* to them! And the Plumbers' sad fate is also on your hands.

Ra'ad:
When he catches me, he will absorb my powers and those of the other four prisoners. That combination will make him the most powerful being in this galaxy.

Ra'ad:
I read your minds. If it came to it, you'd turn me in to save yourselves.

Ben Tennyson:
You're wrong!

Gwen Tennyson:
We wouldn't!

Kevin Levin:
But I'd really feel bad about it.

Ra'ad:
I rest my case.

[Aggregor pulls out a weapon]

Ben Tennyson:
Boy, I hope that's not one of those alien probes you read about.

AmpFibian:
Problem is Aggregor won't give up. He'll come after us.

Ra'ad:
And when he does, you had better be ready!

Kevin Levin:
What do you mean "you?"

AmpFibian:
"We." We meant "we." "I" meant we.

AmpFibian:
[quietly to himself] That was weird.

Gwen Tennyson:
[speaking of Ben, who is now AmpFibian] I can sense Ra'ad's essence inside of him. It's like they're sharing the same body.

AmpFibian:
I call dibs!

Ra'ad:
Joke while you can. I'm going to take control of you AND your Ultimatrix.

AmpFibian:
He's trying to take over the Ultimatrix. Keep me from using it!

Kevin Levin:
Let him try. I'm about to hack into the Ultimatrix and force a reboot.

Gwen Tennyson:
'Cause that worked out so well last time?

Kevin Levin:
It'll go better this time. Promise.

AmpFibian:
Why?

Kevin Levin:
'Cause, this time, I'll use the blue buttons.

Gwen Tennyson:
Kevin! Reboot the Ultimatrix and do it fast!

Kevin Levin:
I'll try, but if it doesn't work...

Gwen Tennyson:
It has to work, Kevin! I can sense Ben's spirit fading. If we don't get him back in his body fast, Ra'ad will take over and we'll lose Ben forever!

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

Gwen Tennyson:
What do we do now?

Kevin Levin:
Nothing to do. Aggregor has all five of the aliens. Game's over.

Ben Tennyson:
It's not a game, and it's not over. I'm going to stop him. The Ultimatrix has scanned all five of the aliens, and I'm going to use their powers to save them!

AmpFibian:
Get... out of... my... head!

Ra'ad:
It isn't your head! It's mine!

AmpFibian:
Okay, good point, but I'm using it now!

Sunny:
Hello boys. I'm Sunny.

Kevin Levin:
We heard.

Ben Tennyson:
Hi. I'm your cousin - Ben.

Sunny:
Well that's boring. [to Kevin] You got a name muscles?

Kevin Levin:
Kevin.

Sunny:
What do you do around her for fun, Kevin?

Ben Tennyson:
He hangs out wiht his girlfriend - Gwen.

Gwen Tennyson:
This is a *really* bad idea.

Natalie:
I didn't ask for your approval, Gwendolyn. Your cousin's taken up with a bad crowd, so her parents asked us to keep her here for the summer. They think you'll be a good influence on her.

Gwen Tennyson:
I wish everybody would stop saying that about me.

Natalie:
With that attitude of yours, they'll stop soon enough.

Sunny:
[Chuckling] No point in saying anything romantic to Gwen anyway. She's a boring goody-goody who never does anything fun, right? I'm right, right?

Gwen Tennyson:
Well once my cousin was annoying and I kicked her out of the car, and she had to walk home. *That* was fun.

Sunny:
Are you telling me to-?

Gwen Tennyson:
GET OUT OF THE CAR!

Ben Tennyson:
That's a relief. For a second there, I thought she was talking to me.

Kevin Levin:
[about Sunny] She's pretty powerful. How come you can't do that?

Gwen Tennyson:
Because SHUT UP!

Kevin Levin:
Haven't looked at it like that.

Sunny:
[to Kevin] What do you see in her, muscles? She's so goody-goody. I mean wouldn't you have more fun with a wild girl.

Gwen Tennyson:
I'm right here, Sunny!

Ben Tennyson:
[as Gwen is trying to restrain Sunny] This is a personal matter between Gwen and Sunny.

Kevin Levin:
We should respect their privacy.

Gwen Tennyson:
[Ben and Kevin start to leave. Gwen yells at them] Get back here!

Lodestar:
Lodestar!

Kevin Levin:
You sure turning into a magnes is the best move in a particle accelerator?

Lodestar:
Beats me.

Kevin Levin:
[about Sunny] Your cousin would make a great member of the...

Gwen Tennyson:
Absolutely not!

Sunny:
I'm not going anywhere. My parents won't let me do anything. They only sent me to this awful planet to keep me and Antonio apart. But I just figured something out. [Sunny sheds her skin revealing her Anodite form] Nobody on this planet can make me do anything!

Gwen Tennyson:
I'm serious, Sunny. You've had your fun. It's time to go home.

Sunny:
MAKE ME!

Gwen Tennyson:
I hoped I wouldn't have to. I'm sorry it had to come to this, but you leave me no choice... I'm telling your mom and dad.

Sunny:
NO!

Antonio:
Did she hurt you, Sunny? I thump her good!

Humungosaur:
Humongosaur! [Humungosaur attack Antonio] Nobody picks on Gwen but *me*!

Kevin Levin:
[Imitating Gwen] "Kevin, shut down the particle accelerator. Kevin, disarm the bomb." [In normal voice] If this thing blows up, I'm never speaking to those guys again.

Gwen Tennyson:
I'm not as powerful as you are. I'll give you that. [Sunny laughs] But Grandma Verdona on the other hand...

Sunny:
[Sunny turns around] Grandma? No! I'm not going back! You can't make me!

Verdona:
Oh do be quiet. I am so cross with you right now! How an energy being ended up being such a spoiled brat is beyond me.

Kevin Levin:
[Entering] Bomb's disarmed. Hi scary grandma.

Verdona:
Never lose your moxie, Kevin.

Kevin Levin:
Sure thing. [to Ben] What's moxie?

Gwen Tennyson:
Thanks for coming.

Verdona:
Any excuse to see my favorite grandchild.

Sunny:
HEY!

Kevin Levin:
Your family is weird.

Gwen Tennyson:
[Scoffs] All families are weird.

Kevin Levin:
Uh huh. Your cousin left her skin on the floor of the particle accelerator.

Gwen Tennyson:
It's kind of a sliding scale.

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.

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!

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.

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.

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.

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.

Rath:
You... broke Mr. Smoothy. [Rath screams then attack the robot] Let me tell you something 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 had any. But no one - and I mean NO ONE hurts Mr. Smoothy!

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.

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.

Argit:
You're a natural. Ever consider a career in the fast paced high salaried world of professional conartiste?

Gwen Tennyson:
[Handing Argit some money] Thanks for your help.

Argit:
Anytime Red.

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.

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.

Vulkanus:
[to the Techadon Robot] What are you looking at me for?

Ben Tennyson:
Problem?

Vulkanus:
[the robot attacks Vulkanus] What did you do?

Ben Tennyson:
Tag. You're it.

Vulkanus:
[Flying away] Tennyson! I wish I could hate you to death!

Ben Tennyson:
How could you do this? You used to be a hero! I had your poster on my wall. Did you forget? This ISN'T about fame. It's about HELPING people!

Julie Yamamoto:
You are talking about HIM, right?

Gwen Tennyson:
Easy, Ben. It's all over.

Gwen Tennyson:
Can you just pick a channel and stay on it?

Kevin Levin:
There's nothing on anyway - except news about "Bennifer."

Gwen Tennyson:
They are not calling them that.

Julie Yamamoto:
I wish they wouldn't show that picture all the time.

Ben Tennyson:
She kissed me. I didn't even enjoy it.

Julie Yamamoto:
And those pictures of the two of you in her hot tub?

Ben Tennyson:
That was fun. Great view. You know, if you squint just right, the Eiffel Tower kind of lines up with the Arc de Triomphe.

Julie Yamamoto:
I don't want to hear any more of this.

Kevin Levin:
I do.

[Gwen elbows Kevin]

Kevin Levin:
Ow!

Gwen Tennyson:
Remember the kidnappers? Their guns were manufactured by one of Captain Nenesis's companies.

Ben Tennyson:
Ah, he owns all kinds of stuff. Just a coincidence.

Kevin Levin:
That doesn't explain why he's payin' for their lawyers.

Julie Yamamoto:
[referring to a proposed competition] It's some kind of trap, Ben.

Ben Tennyson:
You guys don't have to come if you don't want to. No skin off... me.

Ben Tennyson:
I think Jet Ray's faster than anybody.

Rath:
[activating the Ultimatrix] Jet Ray! Aw, man. I mean, Rath! Let me tell you something, Ultimatrix. Rath is sick of you not working right. It's not even funny anymore.

Four Arms:
Four Arms!

Captain Nemesis:
Captain Nemesis!

Four Arms:
Why are you shouting your name out? It's stupid!

Captain Nemesis:
My name isn't "Stupid" - although I have been thinking of dropping the Captain part. It doesn't really describe me accurately anymore.

Julie Yamamoto:
You saved me.

Goop:
Of course I did. You're my girl.

Julie Yamamoto:
What about Jennifer?

Goop:
Covered.

Goop:
I've got something Nemesis doesn't - friends.

Captain Nemesis:
I can't believe I wasted my whole life trying to protect people like you. Captain Nemesis is dead! From now on, call me... Overlord!

Goop:
How about we call you a good therapist?

Jennifer Nocturne:
I don't know how to thank you, Kevin. You saved my life. Have you ever considered...?

[Gwen taps Jennifer on the shoulder]

Gwen Tennyson:
[darkly] I will peel you like a grape.

Ben Tennyson:
You're a living legend!

Captain Nemesis:
Yes, and if you live long enough, they'll say that about you, too, Benetton.

Ben Tennyson:
[correcting] Tennyson.

Captain Nemesis:
If you live long enough.

Computron:
I am Computron, and I claim this world as my own. Destroy all flesh and the works of flesh.

TV Reporter #2:
Are you Captain Nemesis's NEW sidekick?

Ben Tennyson:
I took out ten of these things and he only beat one. Maybe he should be MY sidekick.

Will Harangue:
Captain Nemesis, Will Harange from The Will Harangue Nation." Ben Tennyson just said you were over the hill and unable to do your job.

Ben Tennyson:
I didn't say...!

Will Harangue:
What do you think of this super-powered juvenile delinquent and his lack of respect for American icons like yourself?

Captain Nemesis:
He's not a delinquent, Will. He's just misguided. It's the responsibility of all of us to guide our youth into making better decisions. For instance...

Captain Nemesis:
[to Ben]... since you feel so competitive with me, how about we channel that where it can do some good?

Ben Tennyson:
I don't understand.

Captain Nemesis:
I propose a friendly competition, a contest of heroes. All proceeds to charity, of course.

Ben Tennyson:
I'm sorry. What?

Kevin Levin:
How could you let that dinosaur trick you like that?

Ben Tennyson:
It's for charity.

Kevin Levin:
The "Make Captain Nemesis Look Good at Ben Tennyson's Expense Foundation?"

Max Tennyson:
It's nine down. Who knows how many more to go? I've gotta find some way to stop this insanity before it's too late!

Gwen Tennyson:
This isn't right. There's supposed to be rules. Family is off limits.

Kevin Levin:
If that's how they want to play it, fine. One of those creeps comes after our families, we put 'em down - permanently.

Gwen Tennyson:
Meaning what?

Kevin Levin:
You know exactly what I mean.

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

Zombozo:
[referring to a sledgehammer] Mine's bigger than yours.

Kevin Levin:
Hey, clown, laugh this one off!

Ben Tennyson:
We fought him before? Really?

Gwen Tennyson:
Yes. You used to be afraid of clowns. Don't you remember?

Ben Tennyson:
Huh? Doesn't ring a bell. We fight a lot of people.

Kevin Levin:
Scared of clowns. Priceless.

Gwen Tennyson:
Stay behind me, Aunt Sandra. I'll keep you safe.

Sandra Tennyson:
[Sandra starts to step forward] I'm the adult here. I should...

[Sandra notices Gwen's hands are glowing and backs up]

Sandra Tennyson:
...stay behind my super-powered niece. Carry on.

Kevin Levin:
Cut her some slack! She feels bad enough.

Ben Tennyson:
It's not your mother they kidnapped!

Kevin Levin:
If it was, I wouldn't stand here blamin' people. I'd go get her back!

Ben Tennyson:
I'm sorry, Gwen.

Ben Tennyson:
We should split up. We can cover more ground that way.

Gwen Tennyson:
Really? Split up so they can take us out one at a time? Great plan.

Ben Tennyson:
Whoever finds them first, calls the rest of us. No heroics.

Kevin Levin:
Never crossed my mind.

Gwen Tennyson:
Kevin, we're here to rescue my aunt, not to take the law into our own hands. Got it?

Kevin Levin:
Unfortunately, yeah. We'll do this your way.

Ultimate Big Chill:
You're tough with an army behind you, Vulkanus. Now it's just you, me, and fire so cold it burns.

Gwen Tennyson:
You have no idea who you're dealing with.

Zombozo:
We've seen what your cousin can do.

Gwen Tennyson:
I'm not talking about him.

[Gwen starts changing]

Gwen Tennyson:
I want you to listen to me, then pass the word to every lowlife you know. If you want to come after Ben, or Kevin, or me, fine! That's the life we chose.

[Zombozo whimpers and looks away from Gwen]

Gwen Tennyson:
I'm talking to you. Look at me! LOOK AT ME! As of right now the Tennyson family is off limits. If any of you ever attacks one of our loved ones, or hurts one of our loved ones, or even bumps into someone we love in the street, THIS... is what... awaits you!

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

Zombozo:
Scared?

Gwen Tennyson:
Do your worst.

Zombozo:
Not that I need your permission, but that's exactly what I had in mind.

Natalie:
I'm not judging them, but let's face it - polite people don't glow.

Gwen Tennyson:
I glow.

Natalie:
Not around me.

Gwen Tennyson:
...So no Tennysons at all? Not even Ben or Grandpa?

Natalie:
Ben's table manners leave a bit to be desired and Grandpa Max dresses like he's on vacation in Vegas.

Kevin Levin:
[Pulling up his car] You never called me back.

Gwen Tennyson:
[Getting in the car] No time for lunch. I need to stop at Office Mania then swing by my house. My mom needs something. [Gwen notices Kevin's shirt is torn and gasps]

Kevin Levin:
I found Animo.

Gwen Tennyson:
Ben was right about checking pet stores.

Kevin Levin:
Did you know that he can get a pass to go off campus anytime he wants?

Gwen Tennyson:
I didn't even know you could buy frogs at the pet store.

Kevin Levin:
Snake food.

Gwen Tennyson:
Just because you don't go to school, I don't want you to go up against Animo without me.

Kevin Levin:
You know about that?

Kevin Levin:
I was in the Null Void for a *long* while. By the time I'd got out, I'd kind of outgrown fifth grade.

Gwen Tennyson:
But I also know how smart you are. There isn't a piece of tech in the whole galaxy you can't strip and rebuild by hand.

Gwen Tennyson:
Maybe you could go for a High School Equivalency Degree.

Kevin Levin:
A G.E.D.?

Gwen Tennyson:
Sure, I'll find out what you need to do. Help you study.

Kevin Levin:
Always room for another project, huh?

Gwen Tennyson:
If I wanted to take it easy. I'd go live with my grandpa. I'm not about to let anyone down.

Gwen Tennyson:
Is this about you and Ben?

Emily:
It's not that I hate your cousin.

Ben Tennyson:
Come on! It was one date. How bad could it have been?

Emily:
You left me at the top of a radio tower!

Ben Tennyson:
For you own safety.

Emily:
200 feet above the ground.

Ben Tennyson:
You couldn't have fallen - I webbed you to it.

Emily:
I actually I *do* hate your cousin!

Dr. Animo:
While the Plumbers held me. I had time to plot my revenge. So I've scaled up my Transmodulator Ray and overclocked it. THE ENTIRE EARTH WILL BE...

Cannonbolt:
My cousin's on a schedule. Can we skip this part and move directly to the terrific beating I'm about to give you?

Natalie:
Your father's getting dinner. Kevin called and I asked him and Ben to join us. Help set the table. How was your day, Gwenny?

Gwen Tennyson:
Oh, you know, the usual.

Humungousaur:
You killed them.

Aggregor:
I absorbed them. All their power is mine.

Humungousaur:
[after Gwen stops Ben's continued attacks on Aggregor] Sorry. It's just... what he did. I lost my...

Aggregor:
[Aggregor laughs] Is that the best you can do? Because I didn't feel a thing.

Gwen Tennyson:
You never show up unless something important is happening.

Azmuth:
Hmm. Yes, we find ourselves in a situation so dire that perhaps I should risk giving Ben my new Omnitrix.

Ben Tennyson:
New Omnitrix? Gimme! I'll kick Aggregor's butt!

Azmuth:
No, it's not completely ready, and CLEARLY neither are you.

Ben Tennyson:
Not yet?

Azmuth:
At the rate you're regressing, likely not ever.

Grandpa Max:
A complete map of space/time?

Azmuth:
Extending through seventeen dimensions. With it, one could travel anywhere. So valuable is this map, that Professor Paradox himself divided it into four pieces and hid them throughout the galaxy. This was Aggregor's plan from the beginning. He kidnapped those creatures for the powers they possessed, powers that will allow him to survive the arduous quest for all of the pieces of the map.

Gwen Tennyson:
I don't see why it's so important that he doesn't get a map.

Azmuth:
It's more than just a map. It's...

Grandpa Max:
It's not the map, Gwen. It's where he intends to go with it.

Azmuth:
You have given much to the galaxy, Max Tennyson. Now you must rest and recover.

Grandpa Max:
I still think...

Ben Tennyson:
Do what he says, Grandpa.

Grandpa Max:
[Max sighs] You kids be careful.

Ben Tennyson:
Just like you taught us.

Grandpa Max:
Maybe a little more careful than that.

Gwen Tennyson:
What are you looking at?

Ben Tennyson:
This is a Plumber's suit, right? I was just making sure my butt-crack wasn't showing.

Gwen Tennyson:
Ben, when you turn back to human, you'll still be in your protective suit, right?

Big Chill:
That's how it used to work, before it... broke.

Gwen Tennyson:
If it doesn't, you've only got ten minutes.

Kevin Levin:
Less if you turn into something else first.

Ultimate Echo Echo:
If I'm lucky, I've got maybe five minutes left before I change back.

Kevin Levin:
No time to be careful. Let's just run through here like maniacs.

Ultimate Echo Echo:
Now you're talking sense.

Gwen Tennyson:
Nothing scares me more than when you two agree.

Ultimate Echo Echo:
[taking point] Uh-huh. Talk while you're moving.

Aggregor:
Always a pleasure to see you, Tennyson, particularly when you're doing my work for me.

Four Arms:
What are you talking about?

Aggregor:
This temple is a dangerous place, so I thought I'd let you and your friends trigger the traps and lead me to the prize. I do appreciate you holding the door open for me, Levin. And they say young Osmosians have no manners.

Kevin Levin:
Aggregor got the map. We lost.

Ben Tennyson:
We didn't lose. We live to fight another day. And Aggregor better watch his step, 'cause that day's coming soon.

Azmuth:
Your lack of patience is foremost among your many weaknesses. I have crucial information...

Ben Tennyson:
[turning to Kevin and Gwen] Aggregor's gotta be looking for a ship to replace his busted one.

Kevin Levin:
Best way to get one is to hit some Forever Knights' bases.

Gwen Tennyson:
What about old Plumbers headquarters? Some of them have mothballed starships.

Azmuth:
LISTEN TO ME! Aggregor won't be looking for a ship! With his new powers, he doesn't need one.

Ben Tennyson:
Then we'll never find him.

Azmuth:
If you LISTEN, you will.

Ben Tennyson:
Got it. We only have to stop Aggregor one time out of four and he's done.

Azmuth:
Yes, but you must succeed.

Kevin Levin:
Is there any way that "sacrilege" means "go right ahead?"

Gwen Tennyson:
No.

Kevin Levin:
That's too bad.

Gwen Tennyson:
Why do you have a woman's bracelet?

Max Tennyson:
It's not exactly jewelry, Gwen. It belonged to your grandmother. Long story. [the team sits down. Max sighs] I was about Kevin's age. A rookie with the Tactical Air Command.

Colonel:
You think the laws of physics don't apply to you, Tennyson? F-104s are rated for Mach 2. *You* were pushing Mach 3! Do you know what happens when an F-104 goes that fast?

[They both look at the burning wreckage of Max's jet]

Colonel:
It falls apart!

Major General:
So, do you know why President Kennedy wants to send us to the moon?

Young Max:
Because of the Russians?

Major General:
No. Because of the kind of thing you saw today. I don't know what you tangled with, but I do know it *was* real. Of course, officially, we deny everything.

Major General:
On the other hand, you've been cited repeatedly for insubordination.

Young Max:
Only when my Commanding Officers were wrong... sir.

Young Max:
The pickings are looking pretty slim in here.

Verdona:
[Approaching Max] I'm gonna try and not take that personally.

Young Max:
...Hello. Present company accepted, of course.

Florence:
I'll let you two get acquainted. [Florence leaves]

Young Max:
I'm Max.

Verdona:
Verdona.

Verdona:
Fine. Whatyou said before was correct. I'm not from around here. I'm from another planet. And that man chasing me isn't a man at all. He's actually from a race of sentient robots called "Synthroids."

Young Max:
Oh. Why didn't you say so?

Verdona:
Well, I have certain... how shall I put this?... Abilities.

Young Max:
So why don't you use them?

Verdona:
I can't. The Synthroid put this on my arm. [Verdona shows Max a bracelet] It locked me in this form and neutralizes most of my powers.

Young Max:
Then you can tell when the robot's getting close.

Verdona:
Telepathy only works with living beings. The Synthroid is a machine. But I did read your mind.

Young Max:
In the diner? It wouldn't take superpowers to tell what I was thinking, doll.

Verdona:
Not then. When you were chasing us in your fighter jet.

Young Max:
You were in the UFO?

Verdona:
A captive. Then you shot it down, and I escaped. But I *knew* that I had to find you.

Synthroid:
What is one life compared to the survival of my species?

Young Max:
The way I see it, any life is precious. But you wouldn't understand that because you're really alive, are you? Anyway, YOU CAN'T HAVE HER!

Young Max:
And... this is what you really look like?

Verdona:
Does my true form displease you?

Young Max:
No. On you it's a good look.

Verdona:
Why settle for the moon when I can give you the stars?

Young Max:
YOu can't give me what I want. I have to take it. It wouldn't be the same if I didn't do it myself. Do you understand?

Verdona:
You are a stubborn man, Max Tennyson.

Young Max:
I always say, it's a sin to waste talent.

Verdona:
I won't argue. Because I know I can't convince you. But I promise - we will meet again.

Young Max:
I'm couting on it.

Max Tennyson:
[Holding on to Verdona's bracelet and looking to the stars] Good night Verdona. Wherever you are.

Azmuth:
Your ineptitude...

Kevin Levin:
Harsh.

Azmuth:
What is "harsh" are the consequences of your repeated failures. Should Aggregor get the last piece, he will go to the Forge of Creation.

Gwen Tennyson:
Which you still won't tell us anything about.

Azmuth:
IT IS BEYOND YOUR COMPREHENSION! All you need to know is that, if Aggregor completes the map, it will be a disaster on a galactic scale.

Azmuth:
Pay attention! This is important!

Ben Tennyson:
No, it isn't. You're yelling at us and telling us how stupid we are. That's not helping us find Aggregor, so it's not important.

Azmuth:
[angrily] Ben Tennyson, you are...

Azmuth:
[calmly]... absolutely correct.

Kevin Levin:
Any landing you can walk away from, am I right?

[Ben vomits]

Gwen Tennyson:
I think you should set the bar a little higher than that.

Kevin Levin:
You ever get the feeling the exact same thing has happened to you before?

Gwen Tennyson:
Deja vu.

Kevin Levin:
Geshundheit.

Ben Tennyson:
Lasers call for Chromastone!

Humungousaur:
[activates the Ultimatrix] Humungousaur! If you're gonna give me the wrong guy all the time, why do you even HAVE a dial?

Kevin Levin:
I'm assuming you have a plan.

Ben Tennyson:
As long as the Ultimatrix works, I do.

Kevin Levin:
So, no plan, really.

Ben Tennyson:
I'm gonna try an old favorite.

Ben Tennyson:
I'm serious, though. We were archenemies, and now you're like the big brother I never had.

Kevin Levin:
I remember. I was trying to kill you before you made me nauseous with all the sincerity.

Ben Tennyson:
[as the room trembles] What was that?

The Sentinel:
This place has served its function. Whatever else happens, protect this piece of the map, Ben Tennyson. Protect it with your life. Go now.

Ben Tennyson:
What about you?

The Sentinel:
Not your concern. Go. Go!

The Sentinel:
What have you done? It was the map you were meant to save, not me! My whole purpose was to protect that map. I thought I'd succeeded but I see I have failed. All is lost.

Kevin Levin:
We lost a battle, Ben. You hear me? Just a battle, but we're not gonna lose the war.

Gwen Tennyson:
Aggregor has the map, but we're not gonna just stand around and let him use it, are we?

Ben Tennyson:
No. You're right. We honor the Sentinel. We finish the mission. We stop Aggregor.

Ben Tennyson:
Maybe we should split up, cover more ground.

Kevin Levin:
Great idea. That way Aggregor can pick us off one at a time.

Kevin Levin:
I take it back. I DO enjoy solving puzzles.

Kevin Levin:
Need a lift?

Ben Tennyson:
How did you...?

Kevin Levin:
You wanna know or you wanna ride?

Kevin Levin:
What's with the shouting names thing anyway?

Swampfire:
It strikes fear into my enemies.

Kevin Levin:
...You go right on believing that, bud.

Max Tennyson:
Well, it's local business. The first step should be for the Air Force to send in their own investigators.

Cooper:
They did. But whatever they learned, we'll never find out from them, Magister Tennyson. Nobody knows techology like I do, and I've never seen *anything* like it.

Max Tennyson:
All right, Cooper, I'll be right there. [Gwen clears her throat] *We'll* be right there.

Kevin Levin:
The Plumbers really need to upgrade their rides. I mean look at this thing. No power. Lousy security system.

Gwen Tennyson:
You want one, don't you?

Kevin Levin:
Yeah.

Gwen Tennyson:
Maybe for your birthday.

Max Tennyson:
Perhaps you could enlighten us, Colonel.

Colonel Rozum:
Sorry Max. It's above your paygrade.

Ben Tennyson:
Then my grandfather gets a raise right now or we walk!

Colonel Rozum:
You're gonna let him talk to me like that, Max?

Max Tennyson:
I'll let him know when he says something I disagree with... Okay, then. [Everyone turns to leave]

Colonel Rozum:
You haven't said much.

Max Tennyson:
I'm trying not to throttle you. This holding facility of yours is nothing but a prison. Earth is a level 2 world. And a privisonary signatory of the Kelly-Casey Accords. You have no rights...

Colonel Rozum:
Rights? Don't talk to me about rights with all the alien terrorists you fought. You know the dangers they present. You should be thanking me.

Ben Tennyson:
Time for HUMUNGOSAUR! [Ben activates the Ultimatrix]

Rath:
RATH! Fine. Rath's better anyway. [Starts chasing after the prisoner] Hey. Hey. Let me tell you something Mr. Alien Prisoner. Nobody goes unless Rath says they can go. Because Rath goes before everybody!

Kevin Levin:
You know, Rath is the only alien that makes me want to get a box of popcorn, kick back and just watch.

Gwen Tennyson:
Kevin, this is not time for - okay. Me too.

Rath:
[as Rath is falling] Oh! So now you're using gravity. Well forget it. Give up gravity! You can't beat RAAAAAATH! [Rath crashes into the ground]

Kevin Levin:
It's fail-safe - in case a plumber's ship is crashed and then abandoned. I'm on it. Don't worry.

Ben Tennyson:
You sure?

Kevin Levin:
Plumber override. [Kevin uses his badge to override the fail-safe] I said "don't worry." [the fail-safe starts up again] *Now* you can worry.

Humungosaur:
Okay, no one has to get hurt. [Prisoner rolls a small car at Humungosaur] Wow. A little car. [Humungosaur knocks it away] You'll have to do better than - [a large truck rolls towards Humungosaur] Oh truck!

Alien Prisoner 775:
I no longer have a *home*. While I rotted away in your prison, the revolution was lost! My mate, my children - gone - all gone. This is nothing left to live for.

Kevin Levin:
There's always something to live fore. You could even the score.

Ben Tennyson:
Absolutely. You could seek justice.

Alien Prisoner 775:
Justice? Yes. Those who wronged me should die - beginning with Colonel Rozum.

Gwen Tennyson:
[after Ben transforms] WILDMUTT! Well, he can't talk. Somebody had to do it.

Alien Prisoner 775:
You're going to live Rozum. Just long enough to see what it's like to lose your family.

Colonel Rozum:
They have nothing to do with this.

Alien Prisoner 775:
Neither did mine.

Ultimate Wildmutt:
Ultimate Wildmutt!

Gwen Tennyson:
I was gonna do that for you.

Ultimate Wildmutt:
Tell you what, you can clean up what's left of him.

Alien Prisoner 775:
Do it. Finish me. Come on! Let me join my family. Do it. Do it!... PLEASE do it! Please finish me. I've got... nothing.

Max Tennyson:
You still don't get it, Colonel. Earth's in violation of Interstellar law. You don't seem to realize the enormity of what you've done.

Colonel Rozum:
I realize it fine, Max. And under the same circumstances, I'd do the *exact* same thing. When it comes to choosing between a few hundred aliens and my country, it's a no-brainer.

Forever Knight #1:
Be succint, sir knight. Brevity is the soul of wit.

Ben Tennyson:
Yeah? So, tell me - what's the soul of the HALF-wit?

Kevin Levin:
I was gonna.

Gwen Tennyson:
You were fooling around.

Armodrillo:
He was showing off.

Kevin Levin:
Says the expert.

Cash:
People change, Levin. YOU did, or do you still want to kill Tennyson there?

Kevin Levin:
No. Not usually.

Gwen Tennyson:
Wait. Is this about that blog of yours, the one where you say you're the brains behind Ben?

Ben Tennyson:
A blog? Why didn't you tell me?

Gwen Tennyson:
Because I didn't want you to go chasing after them the next time you turned into Rath.

Ben Tennyson:
Rath would never... Okay, good point.

Oliver:
[filming] Oh, so you figured to get a drop on the enemy coming around this way?

Cash:
Yup, that's me. Always using my head.

[Knight tries to escape through the window Cash is using. They collide into each other]

Cash:
Ow!

Oliver:
Cut! Maybe we can save it in editing.

Kevin Levin:
I can't believe I'm saying this, but keep your money! Show's over!

JT:
You watched our webcast in outer space?

Psyphon:
Oh, yes. I find all of your primitive computer networking endevours... intriguing.

Cash:
Okay, well, now you know. So, you know not to mess with us, right?

Psyphon:
Actually, I will destroy you completely.

[Psyphon threatens to destroy Cash and JT]

Gwen Tennyson:
We're not gonna let you do that.

Psyphon:
This is none of your concern.

Kevin Levin:
I'm kind of leaning towards what HE'S sayin'.

[Gwen grabs Kevin's ear]

Kevin Levin:
Ow! And, now I'm leanin' toward you.

Gwen Tennyson:
Kevin, get up! We're still in trouble!

Kevin Levin:
Let me sleep. We're always in trouble.

Cash:
I even told Gwen that we needed the money for my mother's operation. I didn't tell her it was for a nose job.

JT:
But she really needs it!

Ultimate Spidermonkey:
[to JT and Cash] Even the Internet thinks you're a waste of time.

Kevin Levin:
Now, THAT'S pathetic.

JT:
Ben, the truth is, you've got it all - superpower, girls, fame, girls - and we're just a couple of...

Kevin Levin:
Girls?

JT:
Nobodies.

JT:
So... what's it like being you?

Kevin Levin:
[grimly] Awesome.

Kevin Levin:
My friend over there is about to turn into something that hasn't eaten a bad guy all day.

[On cue, Ben bites into an apple, glances at the prisoner and growls]

Gwen Tennyson:
I liked the part where Humungosaur was really small. I was reading about how dreams reveal what we're *really* afraid of.

Ben Tennyson:
It was not a dream! Well, the part... about being little was but...

Kevin Levin:
Keep telling yourself that.

Kevin Levin:
Doesn't seem a little coincidental that Valadas would suddenly drop dead after everything that happened?

Janitor:
Anyone can die - anytime - even you, smart guy.

Kevin Levin:
[Imitating Ben] "That's why I'm trying to find her.

Ben Tennyson:
It *is* why.

Kevin Levin:
Admit it. You just want to see her again.

Ben Tennyson:
Hey! Elena and I - we're just friends. That's all.

Elena:
Ben, I'd like to help. But what I'm doing here, it's just oo important... Maybe you could help *me*. This could change the whole world, you know?

Kevin Levin:
[about the nanites] These could change the whole world too- but not in a good way.

Gwen Tennyson:
Ben's gotta help us find where they came from. He doesn't have time to be a lab rat. Right Ben? [Ben doesn't respond] BEN?

Ben Tennyson:
Uh, right... right.

Kevin Levin:
Elena and Ben.

Gwen Tennyson:
What about them?

Kevin Levin:
They're interested in each other. Anybody can see that... But she's going to be a problem.

Gwen Tennyson:
Oh?

Kevin Levin:
Elena's the type who makes guys think she cares about them. But once they care about her - poof. She's gone. I've seen the type before - lots of times. [Gwen glares at Kevin] I mean I've heard about them from friends.

Julie:
You look kind of upset.

Ben Tennyson:
It's this problem I'm working on.

Julie:
Calculus?

Ben Tennyson:
I wish. Then I could just con you into doing it for me. It's like the answer is right in front of me, but I can't see it.

Gwen Tennyson:
Did you see the face Elena made when Ben mentioned Julie?

Kevin Levin:
That's just the way girls are. You gotta take advantage. Play one against the other. [Gwen glares at Kevin] At least, that's what my friends say.

Gwen Tennyson:
Which friends?

Kevin Levin:
[Meekly] The ones I don't see anymore.

Janitor:
Way she talked. Saying "we" or "us" when it was just her. Who she think she is - the Queen of England?

Gwen Tennyson:
No. Not the Queen of England. The Nanite Queen.

Kevin Levin:
I thought the Queen was dead.

Gwen Tennyson:
Long live the Queeen.

Julie:
[as Ben is being attacked by nanites] Is this what you want?

Elena:
It... must be.

Julie:
NO! Whatever's left of Elena couldn't want this!

Elena:
Julie... we can't stop.

Julie:
Then you never really cared about Ben!

Elena:
We did. *I* did!

Julie:
Isn't there some part of you left, the *real* you, that cares enough to stop this?

Julie:
That wasn't Elena. The nanites got her a long time ago.

Ben Tennyson:
You're wrong. There was enough of my friend left to save my life... Goodbye Elena.

Ben Tennyson:
Hey, do you guys realize it's been two days since anyone's tried to kill me, arrest me or get my autograph?

Simian:
[Appearing] Then, let me apologize in advance for my timing.

Kevin Levin:
Well. Well. Well. If it isn't he con artist formerly known as prince.

Ben Tennyson:
Are you telling me you *willingly* brought a xeocyte to your homeworld and let it loose on some crime boss?

Simian:
*I* didn't turn it loose. He 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 they're being attacked by DNAliens/Archnichimps] 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.

Ultimatrix:
Parallel signal interference detected. Ultimatrix resetting.

Terraspin:
Are you kidding? No bars? Cancel. Un-reset.I mean Ultimatrix, abort reset. Code 10.

Ultimatrix:
That function is not available. [the Ultimatrix resets]

Ben Tennyson:
Stupid Ultimatrix!

Eunice:
Ben! Am I glad to see you!

Ben Tennyson:
Me too. Except your Unimatrix is interfering with my Ultimatrix. If you're absorbing powers, I can't change.

Eunice:
Never change. [Eunice kisses Ben]

Gwen Tennyson:
I don't like the looks of those guards.

Kevin Levin:
Hideous mutation does that to a monkey.

Ben Tennyson:
We had a deal!

DN Alien 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:
This is either genius, or 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.

Kevin Levin:
Get in there. Eunice might 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.

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.

DN Alien Mizaru:
You're no match for me. I control the DNAliens through nothing but my force of will.

Spidermonkey:
Your mother must be so proud.

DN Alien Mizaru:
She was one of the first to be transformed.

Spidermonkey:
O-kay then.

[Activates the Ultimatrix]

Ultimate Spidermonkey:
Ultimate Spidermonkey!

Ben Tennyson:
[to Mizaru] The cure didn't work on you... Wait. Is that your real face? Sorry.

Mizaru:
Ben Tennyson. You have made a dangerous enemy this day. Mark my words. You have not heard the last of Mizaru.

[a giant creature appears and swallows Mizaru whole]

Gwen Tennyson:
And now we've heard the last of Mizaru.

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:
Then there's no reason to prolong this foolishness. Give me my sword.

Sir George:
Not while the Daigon lives. If you want it, you'll have to take it.

Azmuth:
You think I can't? I am Azmuth - creator of the Omnitrix, scupultor of worlds, smartest being in *five* galaxies. Of course, I can take it from you... Ben Tennyson, take it from him.

Ben Tennyson:
You've 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?

Fasttrack:
[after Fasttrack's attack fails] I thought that would go differently.

Kevin Levin:
No, it's good. He loses *way* faster than XLR8.

Sir George:
[to Kevin] Respect your elders, stripling. And hair pulling? Seriously? You fight like a girl! [Gwen blasts George]

Gwen Tennyson:
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.

Zennith:
[Flasback] I'm as curious as those forces as you. But I don't see the need to control them.

Azmuth:
If you can't control something, you truly don't understand it.

Zennith:
I understand you, Azmuth. And I'm sure you're beyond *anyone's* control.

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.

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 hits the back of Ben's head]

Ben Tennyson:
Ow! What-?

Azmuth:
No, it's not true! That's the point of whatI'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 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 Diago. He cut out its heart and left the sword buried in it. I'll show you. [Azmuth shows them George fight Daigon]

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:
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 at stake.

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 Humugosaur:
A little - yeah.

Sir George:
Welcome to my world.

Sir George:
How many times have you known in your heart that your way is best? How many times have you been thwarted because the very people you're trying to protect won't trust you?

Ultimate Humugosaur:
What do you want?

Sir George:
To be left alone. So that I can destroy my ancient enemy.

Ben Tennyson:
[Ultimate Humugosaur changes back to Ben] Fine. My friends and I will back off. But when you fail, I get the sword.

Kevin Levin:
So we stuck out our necks for nothing?

Ben Tennyson:
No! This way we have two chances to destroy 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.

Jimmy:
There's something in here. It doesn't look like an alien ship or probe either. It's - it's a DUMB SPACEPLANT? News - yes. Scoop - no. Come on! The least you could do is *bloom* or something. [the plant attacks Jimmy]

Rath:
[to Seven Seven] Tell you what, Karate Man. I'll hold *real* still, like a stack of boards. And you can meditate until you're ready to chop me in half, okay? [Seven Seven attacks Rath. Rath blocks his attack] I lied. [Rath knocks Seven Seven back] You know the difference between me and a pile of boards? Board don't hit back!... Now... I'm mad.

Jimmy:
I had a video but I think the plant must've taken it when it retreated into the cave. I'd figured you'd want to. uh, check my work.

Kevin Levin:
Yeah, I'm out.

Gwen Tennyson:
I have studying to do, Jimmy. Maybe next conspiracy.

Ben Tennyson:
...Okay, okay, I'll check it out. My car's still in the shop. Think you could give us a ride. [Kevin and Gwen drive off]

Jimmy:
I can't *believe* you don't have a bus pass. That should be Plumber standard issue.

Ben Tennyson:
Yeah, I'll make a note.

Ben Tennyson:
[to the alien plant] You will is my command.

Jimmy:
[Gasp] Ben's in on it?

Gwen Tennyson:
Now you're saying Ben is part of the conspiracy? This is a shadowy blob. No credible person would ever take this as real proof.

Harangue:
[Cut to TV studio] Welcome back to the Will Harangue Nation. Our guest today - Jimmy Jones. The 10 year old Jimmy, the boy who exposed Ben Tennyson for the menace he is.

Jimmy:
Uh that-that's not exactly...

Harangue:
Don't talk over me, Jimmy. Now Jimmy has a new equally startling claim. Ben Tennyson is leading and alien invasion to take over the entire Earth.

Humungosaur:
You can't hide from me, Jimmy. I only want to take you out for a smoothie - not crush you into a fine powder.

Jimmy:
Why are you doing this?

Humungosaur:
I want to give you and exclusive. A real reporter would risk everything to get to the truth.

Jimmy:
A real reporter follows his hunches. And I have a hunch I wouldn't live to post my story.

Gwen Tennyson:
It's okay, we checked out the cave, Jimmy. We know. Where are you?

Jimmy:
North of Sav Cost. You can't miss me. I'm the kid on the red bike WITH AN ALIEN CHASING HIM!

Kevin Levin:
I've said it before and I'll say it again. I would be happy to silence this creature once and for all.

Ben Tennyson:
The master wants to know why it couldn't absorb him earlier.

Gwen Tennyson:
If there are others with his natural resistence, we need to know how it works.

Kevin Levin:
So I can take care of him *after*, right?

Jimmy:
You're not Ben at all - or Gwen and Kevin!

Ben Tennyson:
No, we're perfect copies, right down to our DNA.

Kevin Levin:
But better than the originals which were lame.

Gwen Tennyson:
We're in complete harmony.

Ben Tennyson:
Soon there will be no war.

Gwen Tennyson:
No disease. No hunger.

Kevin Levin:
No fun.

Ben Tennyson:
The world will be a garden. And everything will be a garden.

Gwen Tennyson:
They don't have our powers.

Ben Tennyson:
But my double has the Ultimatrix.

Ben Clone:
Yes, I do. [Activates the Ultimatrix]

Chromastone:
Chromastone!

Gwen Tennyson:
Ben, you've got to get the Ultimatrix back!

Ben Tennyson:
Yeah, I'll work on that when I'm not getting shot at.

Gwen Tennyson:
On against four. Well, it's clarly not a chicken salad.

Kevin Levin:
Okay, stop. I can't let a battle pun be the last thing I hear.

Jimmy:
[Groan] I didn't video any of this. Stupid! Who's going to believe me now?

Ben Tennyson:
We will. Jimmy, you're a *real* reporter.

Gwen Tennyson:
Yeah, from now on, we'll know to take you seriously.

Kevin Levin:
No matter how nutty you sound. "Nutty," see what I did there? [Ben and Jimmy laugh]

Gwen Tennyson:
Really? Why is it funny when he does it?

Ben Tennyson:
I think it's the delivery.

Gwen Tennyson:
I felt a ripple in the manna. I thought we should check it out.

Ben Tennyson:
I think I felt a ripple back in my room. You guys take the manna and I'll investigate my bed. [Gwen glares at Ben] Fine.

Ben Tennyson:
You're not driving us down?

Kevin Levin:
Gravel will chip my paint.

Gwen Tennyson:
We're setting the hero bar kind of low tonight.

Kevin Levin:
Told you to take Ben's car.

King Cyrus:
[Aiming his weapon at Ben] Right, nobody move - or the changeling suffers.

[to Ben]

King Cyrus:
Raise your hands above your head.

Ben Tennyson:
If you say so.

[Ben raises his hands and activates the Ultimatrix]

Humungosaur:
Humungo...

[Humungosaur bumps his head on the ceiling]

Humungosaur:
Ow!

King Cyrus:
Stay back!

Humungosaur:
Hey! It's the middle of the night. I just hit my head and you are *really* annoying me!

Ben Tennyson:
[to the creature] I haven't beaten anybody up in about 20 minutes. If you don't let go of that Policeman right now, that's gonna change!

King Cyrus:
They've changed direction. And they haven't found the tracking device in Winston's ruck sack. First we kill the beast, then our truce with Ben Tennyson comes to an end - as does his life. I swear in the name of the First Knight - victory will be ours!

Gwen Tennyson:
I guess we better let the knights know where we are.

Kevin Levin:
Seriously?

Ben Tennyson:
Well, I did say I would.

Kevin Levin:
Yeah, but you didn't say when.

Ben Tennyson:
Good point. We'll call them *after* it's all over.

Gwen Tennyson:
You two should be in politics.

Kevin Levin:
[to Gwen after she passes out] Are you okay?

Ben Tennyson:
Of course she's not okay. She's not complaining about how disgusting Goop is.

Gwen Tennyson:
I am done with waiting!

[Starts to enter the building]

King Cyrus:
So are we.

[Gwen stops]

King Cyrus:
Let them weaken the creature, then we can attack in force.

Gwen Tennyson:
I'm going to help my friends!

King Cyrus:
You'll have to go through us first.

Gwen Tennyson:
I was *hoping* you'd say that.

King Cyrus:
Squire Winston, step away from the alien scum!

Ben Tennyson:
I think he's talking about us.

Kevin Levin:
After all we've meant to each other.

Pops:
You know my sons, Octagon and Rhomboid?

Argit:
Sure. Sometimes we do business. Sometimes they try to kill me.

Pops:
That's my boys. Course, I wants 'em to have a better life than I had...

Argit:
What parent doesn't?

Pops:
...so that's why I signed 'em up at that Plumbers Academy.

Ben Tennyson:
I'm sure that ship landed close by - unless the sensors are off.

Gwen Tennyson:
Or unless you set them up wrong.

Ben Tennyson:
I didn't set them up wrong.

Gwen Tennyson:
Or unless you got us lost.

Ben Tennyson:
I DIDN'T GET US... !

[Ben makes a sharp turn. Gwen grunts]

Gwen Tennyson:
Or unless you drive us into a ditch!

Ben Tennyson:
Why don't you just say what's on your mind? Kevin's on the warpath and you think it's my fault!

Gwen Tennyson:
Okay, yes! That covers it!

Ben Tennyson:
What do you want from us?

Argit:
Protection. Lock me up. Throw away the key. I don't care. Just put me somewhere Kevin can't find me.

Gwen Tennyson:
We're not running a weasle relocation program.

Argit:
Such an ugly spirit for such a pretty girl.

Gwen Tennyson:
[as Kevin attacks the Rustbucket II] Let him in or he'll wreck the ship!

Ben Tennyson:
Why doesn't he just phase through the hull?

Gwen Tennyson:
Maybe he hasn't read the Big Chill instruction book. Let him in!

Ben Tennyson:
[activating the external speakers] Doofus! You've got the powers of a ghost! Come in already!

Ben Tennyson:
[after Gwen gets rid of Kevin's car] Why did you do that?

Gwen Tennyson:
Because you couldn't stop him. Because he's too strong. Because he was gonna kill us.

Ben Tennyson:
That's right. I just wanted to hear YOU say it.

Coronach:
This is not a prison or a battlefield. It's a place of learning.

Ben Tennyson:
Obviously you've never seen my high school.

Argit:
[while altering the Vreedles' test scores] Wow! They even spelled their own names wrong.

Coronach:
Get off my station!

Kevin Levin:
Not a problem. Soon as I get Argit.

Ben Tennyson:
This isn't about Argit! This is about you and me!

Kevin Levin:
Don't flatter yourself. Your turn'll come.

Ben Tennyson:
You were right, Magister. I thought your cadets would soften Kevin up for me, but this is MY fight, so I'm gonna finish it.

Kevin Levin:
[as Kevin's about to finish Ben] For old time's sake, I'll make this quick.

Gwen Tennyson:
DON'T YOU DARE! [Gwen attacks Kevin]

Kevin Levin:
You too? I thought you cared about me.

Ben Tennyson:
[to Argit's lifeless body] You can get up now.

Coronach:
He's dead, son.

Ben Tennyson:
No, he's playing dead. Come on, Argit. Show's over.

[slight pause before Argit wakes up]

Argit:
Is he gone yet? Hey, if I hadn't shut off my pulse, he would've kept hitting me.

Gwen Tennyson:
Shut off your pulse?

Ben Tennyson:
How do you think a species that obnoxious managed to survive so long?

Argit:
Buddy! Pal! Wait a minute! I can explain!

Kevin Levin:
Explain what?

Argit:
PRETTY MUCH ANYTHING!

Argit:
Come on. There's gotta be SOME place you could put me. Maybe some police protection?

Ben Tennyson:
We COULD take you to the Plumbers Academy. That's the closest fortified Plumbers facility to Earth.

Argit:
Where they train new Plumbers for galactic police duty? Not there! Anywhere but there!

Gwen Tennyson:
Or we just let Kevin have you.

Argit:
Like I was saying, the Plumbers are a FINE organization. I'd LOVE to visit their school.

Argit:
I gotta use your facilities!

Jailer:
My what?

Argit:
Your latrine? Your lavatory? Your little boys' room! And hurry, or this hall gets a new color scheme! Oh-ho! I'm gonna burst!

Octagon Vreedle:
A Plumbers' academy strikes one as a somewhat improbable place to find an intergalactic reprobate such as yourself.

Argit:
Keep it down, will ya? You guys aren't exactly model citizens.

Rhomboid Vreedle:
Are too. Octagon and me are what y'all call "probational cadets."

Octagon Vreedle:
We're attemptin' to, what you might call, improve ourselves and make our daddy proud... so he doesn't have us whacked.

Rhomboid Vreedle:
Again.

Argit:
Just play dumb. Scratch that. Be yourselves.

Octagon Vreedle:
That is what you call a nuclear fusion grenade.

Rhomboid Vreedle:
Hee-hee, ought to blow up Kevin real good.

Argit:
Not to mention this whole space station and everyone in it!

Octagon Vreedle:
I had not fully considered that fact.

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 Dagon - 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 atour of an office building. It is a puzzler.

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:
Okay 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 laughs nervously] I'm not talking to you.

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 Dagon!

Ben Tennyson:
You don't have an empire genius. It fell after everyone heard you were dead.

[Vilgax growls]

Ben Tennyson:
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.

Ben Tennyson:
This isn't about me at all. Even if Dagon was real - using alien technology to accelerate a planet's natural development won't bring Utopia. It'll bring disaster. It's happened before. That's why the Plumbers have those laws. But even that's not the point! Because that isn't Dagon. His name is Vilgax! He's not a hero. He's a selfish evil warlord who's using you. And if you let him on his ship, he's going to fly off to start an Interstellar war!

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?

Azmuth:
Trivialities. While you dithered about, saving mere planets, Aggregor obtained the means to travel to the Forge of Creation and obtain the greatest power in the universe!

Ben Tennyson:
It does sound bad when you put it THAT way.

Azmuth:
What is this?

Kevin Levin:
Ben had me build a security system into the Ultimatrix.

Ben Tennyson:
Didn't want Albedo to ever get access to this one.

Gwen Tennyson:
Or worse, to accidentally change into it in the middle of a fight.

Ben Tennyson:
Do it.

[Gwen and Kevin insert their keys]

Ultimatrix:
Transformation lockout overridden. Transformation 10 now available.

Serena:
Ben Tennyson. Motion to greet our honored guest and hear him out.

Bellicus:
Motion denied. Motion to ignore him for a thousand years, at which point we set him on fire for a second thousand years.

Serena:
Time walker! You are not welcome here!

Bellicus:
Agreed. Resolved - punish Paradox for ignoring the treaty between him and the Celestial Sapiens race.

Serena:
Seconded!

Paradox:
[to Ben] I'm not supposed to go within 500 light-years of them.

Azmuth:
Granted, he achieved far more than I believed possible, but trusting that boy with the Omnitrix was a GRAVE mistake.

Paradox:
Not a mistake. You know the reasons why.

Azmuth:
Yes. You told me of his grand destiny, that he was the legendary being who will someday...

Paradox:
Shhh. No spoilers. For that glorius future to occur, we must first survive the current crisis.

Kevin Levin:
Wait. I thought the universe was everything.

Paradox:
A common error of the parochial mind. There's always more to reality than one imagines.

Ben Tennyson:
That was weird. I think I saw something... moving in there.

Gwen Tennyson:
You have to be more careful. Paradox told us not to touch the time field.

Ben Tennyson:
I DO see something moving in there.

Young Ben:
[emerging from the time field] Not some*thing*. Some*one*. I'm Ben Tennyson.

Young Ben:
Kevin 11?

Kevin Levin:
I'm not 11 anymore, but... yeah.

[moves forward to shake Young Ben's hand]

Gwen Tennyson:
Not smart, Kevin. He thinks you're still evil.

Kevin Levin:
I'm not evil. I'm nuanced.

Young Ben:
Whatever you're trying to pull, Levin, it's not gonna work. It's hero time!

Gwen Tennyson:
Look at me, Ben. You recognized Kevin. You must know who I am.

Young Ben:
Dweeb. What happened to you?

Kevin Levin:
Puberty.

N.R.G.:
You have travelled in time. That's Gwen, that's Kevin, and... I'm you.

Young Ben:
Please. I would never turn into anything THAT lame.

Ben Tennyson:
[NRG changes to Ben] I'm you, 6 years later, and Kevin 11 is a good guy now.

Ben Tennyson:
Did I really used to be that obnoxious?

Gwen Tennyson:
"Used to be?"

Kevin Levin:
Everything's not a game. What we do is important. If you can't see that, maybe you ARE just a kid.

Young Ben:
You think I don't know? When it's hero time, if I mess up, somebody could die. From what you told me, if we mess up this time, everybody could die.

Gwen Tennyson:
That's right.

Young Ben:
Maybe that's too much to have in your head when you have to win. Maybe if I pretend everything's a big joke, when the time comes, I'll be able to do what I have to do.

Gwen Tennyson:
[to Ben] Is that why you're so arrogant all the time, because you're scared?

Ben Tennyson:
No, I'm actually oblivious.

Young Ben:
You can absorb the Omnitrix like you did before. You'll have all my powers.

Kevin Levin:
No. If I'm gonna do this, I'd better go with the "A" game.

[Kevin absorbs the Ultimatrix]

Gwen Tennyson:
That's not you talking! Absorbing energy makes Osmosians lose control!

Kevin Levin:
Yeah? Well, I LIKE being out of control. Maybe I should absorb the Alien X power for myself.

Ben Tennyson:
I can't let you do that, Kevin!

Kevin Levin:
I deserve that power. I'm the one who gets turned into a monster. I'm the one nobody ever trusts or cares about!

Gwen Tennyson:
That's not true!

Kevin Levin:
Face it, Gwen. Whatever I look like, I'm a freak!

Young Ben:
You're a jerk. You've always been a jerk! People try to be nice to you, but you can't ever see it. You're too busy feeling sorry for yourself.

Kevin Levin:
[considering it] Maybe I'll try it your way, kid - at least for today - but tomorrow...

Paradox:
[to Young Ben] You'll think it was a dream, but one day, you will remember it dimly and trust Kevin when you shouldn't, and he'll respond to that trust and help save the universe.

Ben Tennyson:
And then turn evil again.

Paradox:
The story isn't over, Ben. When the moment comes, you'll do what needs to be done. THAT is your great gift.

Paradox:
If we're going to get there in time, we'll have to have already left. Off we go.

Young Ben:
Where do baby Alien Xs come from?

Kevin Levin:
When two constellations love each other very much...

Gwen Tennyson:
Kevin?

Kevin Levin:
Just tryin' to help the kid out. I had to learn about astrophysics on the streets.

Kevin Levin:
We're hit!

Ben Tennyson:
Take us down!

Kevin Levin:
That's where we're goin'. The engines are out.

Young Ben:
Move! I'LL land it!

Kevin Levin:
SIT!

Young Ben:
[compliantly] Sitting.

Ma Vreedle:
[Entering] Gemete's-n-Things closes in half an hour.

Bank Manager:
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.

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.

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:
Are you afraid of her?

Kevin Levin:
Yeah. Who's dumb enough not to be? [Kevin looks at Ben] Oh man!

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

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

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.

Ma Vreedle:
You tricked me!

Big Chill:
You're just getting that now? The apple really doesn't fall far from the tree.

Octagon Vreedle:
Come out, miss. Before your friend get disincorporated. Family first they say.

Gwen Tennyson:
We're family too. We're all Plumbes.

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.

Octagon Vreedle:
Rhomboid, this is one of them rare problems that can't be solved with violence.

Rhomboid Vreedle:
Oh no!

Octagon Vreedle:
It's nature versus nurture what lies at the crux of the issue.

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?

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.

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.

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?

Gwen Tennyson:
Go after her.

Ben Tennyson:
No. I'm going after Ssserpent.

Gwen Tennyson:
Then go by yourself. [to Julie] Wait for me.

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.

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.

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?

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.

Cop #2:
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.

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?

Julie Yamamoto:
Ben, I've done everything you've asked. And even things you *didn't* ask for. [Julie starts morphing]

Elana Validus:
And I always will.

Ben Tennyson:
Elena.

Elana 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.

Ben Tennyson:
Elena, what do you want?

Elana Validus:
Does it matter?

Ben Tennyson:
It does! Kevin's changed a lot - a 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.

Elana Validus:
I'll be more like Gwen if that's what you want.

Ben Tennyson:
It's got to be what you want, Elena.

Elana Validus:
Don't you understand? I just want you.

Ben Tennyson:
That's not enough!

Julie Yamamoto:
What are you going to do? Kill him? If you can't have him, no one can, is that it?

Elana Validus:
I - I love him.

Julie Yamamoto:
You don't know what love is.

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!

Old George:
Be seated, Driscoll. Their heresies are no greater than your own. Enoch, Patrick, Urian, 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:
Who are you?

Old George:
To know my name, you have only to look at the tapestries that decorate your halls.

Driscoll:
You! My lord. [Driscoll kneels before Old George] All hail George! Founder of the order. The original Forever Knight.

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 Tennyson, Ben Tennyson:
No!

Kevin Levin:
Yes.

Argit:
Well, 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.

Ben Tennyson:
[Walking through the market] Wow! Did it always smell this this? How could I not notice?

Gwen Tennyson:
Last time you were here, you were 12 - before you discovered personal hygiene.

Kevin Levin:
[Kevin regrows his hand after it gets cut off during battle] Five. Good.

Ben Tennyson:
Let's see how these metalheads like my magnetic personality. [Activates the Ultimatrix]

Upchuck:
Upchuck! Great. I'll spit at them

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!

Driscoll:
My strength comes from the conviction of my beliefs - and of course my powered armor.

Ben Tennyson:
Maybe you've forgotten something. I'm Ben Tennyson - wielder of the most powerful weapon in the universe. I stopped the Hybred Invasion. I defeated Vilgax in hand-to-hand combat. And I've beaten the Forever Knights more times than 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 will regret it for the rest of your very *SHORT* lives.

Old George:
All I ask that up my return, the knights be ready.

Driscoll:
Ready for what, my lord?

Old George:
The battle of a hundred lifetimes.

Gwen Tennyson:
[Kevin and Ben are racing] You guys act like a couple of 10 year-olds.

Kevin Levin:
10 year-olds can't drive.

Ben Tennyson:
[Over the communicator] Neither can you, *grandma*!

Gwen Tennyson:
[about Eunice] I don't sense and injuries.

Kevin Levin:
Yeah, she looks pretty healthy to me too. [Gwen elbows Kevin] Ow! What?

Ben Tennyson:
Julie broke up with me.

Gwen Tennyson:
No. She said you might as well be broken up.

Kevin Levin:
Same difference.

Ben Tennyson:
Two to one majority. Don't wait up.

Enice:
You're not very good a flirting.

Ben Tennyson:
How would you know? You have total memory loss.

Enice:
True. But I wasn't born yesterday.

Ben Tennyson:
Sorry. I won't happen again.

Enice:
I said it was awful. I didn't say stop.

Enice:
[after Eunice stops a bear from attacking] I didn't do anything. I just knew it wasn't going to hurt me.

Ben Tennyson:
You didn't think it was weird when I turned into a 10 foot tall alien?

Enice:
I figured you'd explain it to me.

Ben Tennyson:
Fair enough.

Enice:
[about a rabbit] Want to pet him?

Ben Tennyson:
Does it bite?

Enice:
No. I'm pretty sure that bear you were going to fight for me does though.

Ben Tennyson:
That's different.

Enice:
If you want to be scared of the bunny, I won't judge.

Sunder:
Never did get even with you for sending me to the Null Void.

Ultimate Spidermonkey:
"Get even?" You cut off my hand!

Sunder:
Quit whining! You got it back.

Ben Tennyson:
[Returning to the camp site] Where's Eunice?

Kevin Levin:
Man, you cannot keep a girlfriend.

Sunder:
You want to know who you are? I can tell you. I can even take you home.

Enice:
You can?

Ben Tennyson:
EUNICE! STAY AWAY FROM HIM!

Sunder:
Don't you want to know who you are - or rather - what?

Sunder:
[Sunder's about to finish off Ben] Last mistake you'll ever make.

Kevin Levin:
[Entering] He'll make plenty more mistakes!... That didn't come out right.

Sunder:
You belong to me!

Enice:
I DON'T BELONG TO ANYBODY!

Ben Tennyson:
You can't store a human being!

Azmuth:
She's not human. She's a construct. No more alive than any of you transformations. She's not real.

Ben Tennyson:
WHO ARE YOU TO SAY THAT? MY TRANSFORMATIONS ARE REAL! AND SHE'S *WAY* MORE HUMAN THAN YOU!

Azmuth:
The unitrix is dangerous. I cannot let her roam around unsupervised. Sorry Ben.

Ben Tennyson:
I'll fight you, Azmuth.

Azmuth:
I believe you would.

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?

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:
Embarassing.

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.

Gwen Tennyson:
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.

Ben Tennyson:
[Running to a pile of garbage] It can't be. No. No! NO!

Gwen Tennyson:
Ben, what is it? What did you find?

Ben Tennyson:
Who would throw out an autographed Ben 10 photo? Why would someone do that?... This is going to haunt me.

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.

Ben Tennyson:
I should've known this would be trouble. Nothing that smells this bad could be good. [Ben activates the Ultimatrix]

NRG:
NRG!

Trash Monster:
No one is going anywhere. The humans cannot be allowed to leave.

Ben Tennyson:
Nobody mentioned the garbage could talk!

Agent Bryson:
I was working up to it.

Ben Tennyson:
Everybody stand clear. Things are about to get big. [Ben activates the Ultimatrix]

Way Big:
Way BIG!

Ben Tennyson:
So I shot all that garbage into the sun. Problem solved, right?

Gwen Tennyson:
I hope so.

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 see this? No one watches television but me?

Ben Tennyson:
I'm starting to wonder about Jimmy's alien-sighting tip.

Gwen Tennyson:
Because 10-year-old Internet fan geeks are known for their scrupulous fact checking?

Ben Tennyson:
Jimmy's usually right, though. Maybe Kevin had better luck.

Gwen Tennyson:
[about Kevin] It's not like him not to call.

Ben Tennyson:
What do you mean? It's totally like him not to call.

Gwen Tennyson:
I mean not to call *me*!

Ben Tennyson:
Oh.

Ben Tennyson:
I hate to take sides but... Kevin's right.

Gwen Tennyson:
[speaking simultaneously with Kevin] He is?

Kevin Levin:
I am?

Ben Tennyson:
Well, half right. We need to go back there... to investigate.

Kevin Levin:
Fine. We'll investigate, then we'll pound him!

Gwen Tennyson:
We should try talking before we start hitting.

Kevin Levin:
It works better for me the other way around.

Kevin Levin:
[shoving Gwen out of the way] Don't.

Gwen Tennyson:
What are you doing?

Kevin Levin:
I'm telling you. You do not want to bust that thing open.

Gwen Tennyson:
Busting things is YOUR job. I was just trying to read the armor, figure out how it works.

Kevin Levin:
[hit on head by debris] Ow!

Ultimate Humungousaur:
Sorry.

Kevin Levin:
I totally forgive you. Anybody can make a mistake.

Gwen Tennyson:
Like leaving the taedanite behind?

Kevin Levin:
For instance.

Ultimate Humungousaur:
P'Andor got away with the drill

Gwen Tennyson:
Only because you guys have been thinking with your fists instead of your brains.

Gwen Tennyson:
Kevin, are you all right?

Kevin Levin:
Thought you were mad at me.

Ben Tennyson:
More like afraid you'd do something stupid.

Ben Tennyson:
Nothin' I can't handle.

[tries to activate the Ultimatrix]

Ultimatrix:
Uncataloged DNA detected.

Ben Tennyson:
Not now!

Surgeon:
This mean we're not getting paid?

[P'Andor blasts them]

Hammer:
That's a "no."

Kevin Levin:
Forget it, Gwen. Radiation level's in the red. Get out now!

Gwen Tennyson:
I can do this.

Kevin Levin:
I know you can, but you're not protected like me and Ben.

Gwen Tennyson:
But...

Kevin Levin:
Think with your brains, not your fists. That's my job.

Gwen Tennyson:
Okay.

Gwen Tennyson:
Go ahead - say "I told you so."

Kevin Levin:
Forget it. You're almost always right and you never call me on it. I do have a plan, though.

Jet Ray:
[to himself] So, how can you stop an alien you can't even touch? What would Gwen do? Make friends with him. THAT'S stupid.

Plumber #1:
Aggregor. This is the Plumbers. Drop your weapons and raise your primary manipulation organs into the air. You are surrounded. You think you can assault Plumbers and just walk away?

Aggregor:
Actually, yes.

Ben Tennyson:
Come on, Kevin. Meat is man food.

Kevin Levin:
Meat smoothies aren't man food. A meat smoothie is pretty much the definition of baby food.

Ben Tennyson:
Now that you mention it, I knew it reminded me of something.

Grandpa Max:
[to Kevin] Kid, I have never seen anyone work a crime scene like that. You've got a future in law enforcement - on one side or another.

Kevin Levin:
Think you can manage not to crash her for five minutes?

Ben Tennyson:
I don't know. That's like double my record.

Kevin Levin:
You don't have to tell me what it means to be a Plumber. This was my dad's badge. Now it's mine.

Gwen Tennyson:
I'm sorry. I-I didn't mean...

[Kevin kisses Gwen]

Kevin Levin:
It probably doesn't do any harm to keep an eye on me. I'm not entirely trustworthy.

Colonel Rozum:
Since you kids helped us get our nuke back from that alien, the Air Force has assigned me to handle all of the wierd stuff.

Kevin Levin:
Weird stuff?

Colonel Rozum:
Aliens, monsters, UFOs. My new case has all three... and a time machine. Back in the 50s, the US Government made a failed attempt to build one.

Gwen Tennyson:
In Los Soledad.

Colonel Rozum:
That's classified information!

Kevin Levin:
We know a lot of stuff we're not supposed to.

Colonel Rozum:
That facility is under a read seal. If my men can't retake that base, my orders are to destroy it.

Paradox:
[entering] That would be a major error, or is that a colonel error? I'm not very good with rank.

Paradox:
In any case, I have other business demanding my attention, even more crucial. A long time ago in a galaxy far, far away...

Kevin Levin:
You cribbed that from those movies.

Paradox:
I'm a time traveller. How do you know I won't eventually say it first?

Nanomech:
That's all of 'em. We're going in. I want everybody to look sharp. And remember that our first priority...

[Kevin tries to muffle his laugh]

Nanomech:
WHAT?

Kevin Levin:
Uh, it's hard to take you seriously with that voice.

Kevin Levin:
You can't do that! You KNOW what it'll do to you.

Aggregor:
What, because I'm Osmosian, because absorbing energy causes insanity?

Kevin Levin:
Yes! Stop before it's too late.

Aggregor:
Lies - told by the powerful to control the weak.

Gwen Tennyson:
Kevin, is that why you...?

Kevin Levin:
It's NOT a lie! It happened to me when I was a kid. You won't be able to help yourself. You won't be...

Colonel Rozum:
Your friends are strange.

Ben Tennyson:
Yeah, we are. Who wants to go save the world?

[Max, Gwen, Kevin and Ben all raise their hands]

Ben Tennyson:
But we're dependable.

Kevin Levin:
How's it look?

Gwen Tennyson:
Like the killer robot showroom floor.

Robot:
I give up.

Ultimate Humungosaur:
[Ultimate Humungosaur continues to pound the robot] Not... an option.

Gwen Tennyson:
Ben, calm down!

Ultimate Humungosaur:
My name's not BEN!

Gwen Tennyson:
[as Ben and Ultimate Humungosaur are fighting over control of their body] We gotta stop this before he hurts himself.

Kevin Levin:
Fine. [Kevin hits Ultimate Humungosaur]

Gwen Tennyson:
Enjoyed that?

Kevin Levin:
Maybe a little.

Gwen Tennyson:
Dr. Borges, my aunt Sandra said you're the best psychiatrist in town - and she would know.

Dr. Borges:
It's always good to begin at the psychological root. Tell me something about your relationship with - your mother.

Ultimate Humungosaur:
My mother tried to eat me before I was even hatched!

Dr. Borges:
Okay, there's probably some issues around that.

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.

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 that fiery red light would be where I would *not* want to go. [Earthquake] Great! I'm dead and there's an earthquake.

Ultimate Humungosaur:
It's not an earthquake. And you're not dead - yet.

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.

Ultimate Humungosaur:
Hero? You treat us like slaves!

Ultimate Humungosaur:
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?

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 Tennyson:
No, Gwen. Stand down.

Gwen Tennyson:
But.

Ben Tennyson:
Stand down!

Ultimate Humungosaur:
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.

Kevin Levin:
Tennyson may have messed up the Ultimatrix, but he's put himself on the line again and again. [Kevin is 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.

Azmuth:
You, Kevin Levin, are evolving. Perhaps there's the tiniest speck of hope for this universe after all.

Ben Tennyson:
Wait. Before you - let me say goodbye to Gwen.

Ultimate Big Chill:
Do you think we're fools?

Ultimate Humungosaur:
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. [pause, then Ben jumps into the pit]

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.

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.

Ssserpent:
We appear to be at sssomething of a ssstandoff.

Four Arms:
I don't really ssee it that way. [Four Arms smashes Ssserpent between two cars]

Ssserpent:
I'd like to go home now, please.

Kevin Levin:
Look, Gwen, you have to treat a car like you treat a woman.

Gwen Tennyson:
Go on.

Kevin Levin:
No. I sense I've made a mistake of some kind.

Kevin Levin:
It's like a big nerdy traffic accident. I shouldn't look, but I can't turn away.

Spidermonkey:
Maybe it can stop SpiderMonkey, but it won't stop Chromastone!

[activates Ultimatrix]

Swampfire:
Swampfire!... was not who I was going for. I can still make this work.

Gwen Tennyson:
[after making a sudden turn] Sorry.

Mr. Webb:
No-no. That was good. You signaled before you dodged the... laser.

Oliver:
Uh, Miss Tennyson, I need a ride back to the DMV.

Gwen Tennyson:
I'll take you back as soon as I...

Oliver:
Not from you! I just want to borrow your phone so I can call a cab.

Hanague:
Any last words?

Ben Tennyson:
None that I'm allowed to say on television.

Nanomech:
Nanomech! Um... now what?

[Gwen hands Kevin a straw. Kevin groans]

Kevin Levin:
Ben cooties.

Gwen Tennyson:
Do it!

Ben Tennyson:
First round of smoothies on me.

Kevin Levin:
Yeah, you can pay for it with the video game money you're not getting.

Ben Tennyson:
Oh, that's right.

King Xarion:
Did you truly think that anything occurs within these walls without my knowledge? Show it to me!

Prince Gyla:
It is magnificent father. And once we ressurrect Dr. Viktor, no power on earth can stand against our might!

Prince Gyla:
All of our enemies will bow down before me - before you.

King Xarion:
You will be king someday, my son. But before that day comes - you have much to learn.

Prince Gyla:
You speak like a diplomat. If it wasn't for your weakness, mother would still be alive!

King Xarion:
How dare you!

Ben Tennyson:
What do you need a teleporter for?

Kevin Levin:
Let's see: breaking into bad guy headquarters, escaping from bad guy traps, uh saving money on spaceship fuel...

Ben Tennyson:
Point taken. But Gwen can teleport us.

Kevin Levin:
It makes her tired.

Gwen Tennyson:
It does not!

Kevin Levin:
And cranky.

Gwen Tennyson:
*You* make me cranky!

Gwen Tennyson:
A small but strategically important monarchy. They're in the middle of a civil war.

Kevin Levin:
No problem. Ben can take care of that over the weekend.

Ben Tennyson:
I learned my lesson the last time. This time we've got a more focused mission.

Ben Tennyson:
Your son's the guy trying to take over? I thought it was the rebels.

King Xarion:
The list of those who would have this throne is long, but the prince is the only one I fear.

Kevin Levin:
You ask me, that kid needs a serious time out.

Kevin Levin:
[Looking at Dr. Viktor] I wonder what did this to him... When I dumped him in the Null Void, he was alive - seriously.

Gwen Tennyson:
Just once, I'd like to sneak into and out of someplace without a fight.

Kevin Levin:
If we had a teleport pod...

Big Chill:
Oh, give it a rest, will you?

Gwen Tennyson:
[after freeing the King] Wait you can't leave us here.

King Xarion:
Once you hear what I've done, you'll thank me for leaving you here.

Viktor:
Another tank? Bring a hundred!

Heatblast:
I'm fresh out of tanks, your Highny. But I'm bringing the heat!

Kevin Levin:
[to Dr. Viktor] This is for shooting me in the back, and making me miss out on a sweet pre-owned teleport pod!

Heatblast:
Will you punch him already?

Ben Tennyson:
[after Gwen puts a shield around Ben] Thanks.

Gwen Tennyson:
Hadn't really thought it through, had you?

Ben Tennyson:
I prefer to say I trusted in your initiative.

Ben Tennyson:
Never thought I'd say this, but this guy make me nostalgic for the old Dr. Viktor. Think you can get the Rustbucket airborn?

Gwen Tennyson:
If he can't, *I will*.

Kevin Levin:
If we had a teleporter pod, it wouldn't be a problem.

Kevin Levin:
[as Ben draws some runes] You remember all that from just looking at it?

Ben Tennyson:
Sure.

Gwen Tennyson:
You really aren't working up to your potential in school.

Ben Tennyson:
That's what they tell me.

Kevin Levin:
So now you do both sides of your arguments.

Ben Tennyson:
Saves time.

Ben Tennyson:
Charmcaster? You said you knew somebody who could help.

Gwen Tennyson:
She can. She's the last person I would've asked otherwise.

Kevin Levin:
You trust her?

Gwen Tennyson:
I trust her to stab us in the back first chance she gets, but we'll worry about that after she get us to... Wah Di Tah.

Charmcaster:
You don't know anything! You're not even a real sorceress. You're an... an idiot savant!

Gwen Tennyson:
What did you say?

Kevin Levin:
I'm pretty sure it was an insult, but she won't do it again, because words have power. Isn't that right, *Caroline?*

Charmcaster:
Oh, please. You think I told you my secret *true* name?

Kevin Levin:
Sometimes I forget that other people lie, too.

Charmcaster:
Don't fly! The sky and the earth aren't parallel here.

Jet Ray:
[takes off, then looks down and tumbles about out of control] Huh? Ugh. I gotta get a GPS.

Addwaitya:
Thieves, all of you.

Cannonbolt:
The only thief around here is a guy called Aggregor.

Kevin Levin:
We're more like, uh, well-meaning trespassers.

Ben Tennyson:
You said you grew up here. Maybe some of your people could help us.

Charmcaster:
There aren't many left. Addwaitya enslaved everyone. My father fought against him. He died getting me and Uncle Hex out of here.

Gwen Tennyson:
I didn't know.

Charmcaster:
Yeah, you didn't.

Ben Tennyson:
Then we'll have to help you.

Charmcaster:
[stymied at a chasm] It's a mystic sinkhole. You don't have enough power. No one does!

Spellbinder:
[disembodied voice] One step. One step.

Ben Tennyson:
No *one* has to. We're a team.

Gwen Tennyson:
[to Charmcaster] I've got the power. You've got the knowledge.

Gwen Tennyson:
Right. You want me dead.

Charmcaster:
Maybe just... badly hurt?

Gwen Tennyson:
It's a start.

Addwaitya:
Why return when your entire thieving race couldn't stop me?

Charmcaster:
Because, Addwaitya, every single creature you've enslaved wants their freedom - and you'll never control us all!

Ultimate Humungousaur:
Charmcaster, we need that doorway back.

Charmcaster:
NO! This is MY chance to stop Addwaitya. He's weakened. I-I could break his control over the rock creatures and the Scrutins and...

Ultimate Humungousaur:
Aggregor first! We save the universe, then, I *promise*, we'll come back here and free your people.

Charmcaster:
Give me some elbow room.

Charmcaster:
[within Legerdomain] All the magic of the universe flows from this dimension. The Alpha Rune is here.

Kevin Levin:
Yeah? So?

Charmcaster:
Words have power. The Alpha Rune is the secret true name of magic. Whoever holds it holds power over magic itself.

Kevin Levin:
It's about time somebody bit you back!

Ultimate Aggregor:
Once again, I could never have done it without you.

Way Big:
Looking for this?

Way Big:
Oops.

Way Big:
Oops.