Ben 10 Quotations

Ben 10, created by Man of Action, a group which consists of Duncan Rouleau, Joe Casey, Joe Kelly, and Steven T. Seagle], is an original series from Cartoon Network Studios that aired as part of Cartoon Network's Sneak Peek Week on December 27, 2005. On a camping trip with his cousin and grandfather, a boy named Benjamin "Ben" Tennyson finds a device called the Omnitrix, which looks similar to a watch. The Omnitrix attatches to Ben's wrist and allows him to transform into alien heroes that have different powers.

Sub-Articles

This article was at one time too long and was broken down into smaller ones. These articles are:

Ben 10 First Season

Ben 10 Second Season

Ben 10 Third Season

And Then There Were 10

Heatblast: AAAAAAH! I'm on fire! I'M ON FIRE! (freaks out) Hey, I'm on fire,and...I'm okay! Check it out; I'm totally hot. (laughs, then looks at a tree) Oh, yeah. Uh-huh. Here it goes! (throws a fireball at it, burning a hole in it) That's what I'm talkin' about. Likin' it... (throws another one through several trees, then realizes his mistake) Wait, STOP! (trees catch on fire) Uh-oh. (tries with no success to stomp out a fire) Oh, man. I'm gonna get so busted for this!

Heatblast: I know I look weird, but there's no reason to be scared of...

[Gwen hits him with a fire extinguisher and sprays at him causing him to cough.]

Gwen: I don't know what you are, but you'll stay down there if you know what's good for you.

[Heatblast puts her shoe on fire and laughs as she puts it out]

Gwen: Making stupid noises followed by this[raising fire extinguisher to hit Heatblast]I warned you.

Heatblast: Don't even think about it, freak.

Gwen: [recognizing Ben by the way he talks] Ben? Is that you? What happened?

Vilgax: [to Robot Lieutenant] What do you mean it's not there? This battle nearly costs me my life and you say the Omnitrix is no longer aboard the transport?!

[Ben destroys Vilgax's robot.]

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

Grandpa Max: Where's Ben?

Gwen: Haven't seen him since breakfast. [Ben, in XLR8 form, arrives back at the RV]

Grandpa Max: Ben?

XLR8: Yup. Hey, check this out! [Ben uses XLR8's super-speed to break camp & pack the baggage in record time.] Pretty fast, huh? (the Omnitirx times out; XLR8 turns back to Ben)

Diamondhead: (after saving Gwen) So we even?

Gwen: Even. (the robot grabs Diamondhead)

Diamondhead: Uh oh!

The Krakken

[Ben jumps into the lake and invites Gwen to come in too.]

Gwen: Please. Who knows what nasty slimy things are slithering around in there? [shines her flashlight on Ben] I rest my case.

Ben: Aw, come on! What's the fun of camping out near a lake if you're afraid to get a little wet? (splashes Gwen with lake water)

Gwen: Aah! Knock it off, midget!

[Ben starts going under the water.]

Ben: Hey! Something's got me! (At this point Ben is completely under the water)

Gwen: Very funny, Ben; I'm not falling for it. Ben? (a green flash is seen and a large, slimy figure appears from the water. Gwen throws down her flashlight and screams, then the figure comes into view as Fourarms.) Ben!

Fourarms: You should've seen the look on your face! Ah, priceless.

Gwen: You are so busted when I tell Grandpa!

Fourarms: (taking off the seaweed of him, laughing) I can't believe she fell for it! A monster in the lake! How dumb can you be?[Krakken bursts out of the water and attacks Fourarms.]

Ben: Ripjaws to the rescue.

[jumps overboard, activates the Omnitrix underwater]

XLR8: [rising to the surface] Hey! I said Ripjaws, not XLR8! Stupid watch!

Jonah Mellville: Thanks for the hand. And the feet.

XLR8: Just what's in that box that's so important you'd risk your lives for it?

Jonah Mellville: Umm... Our lunch.

XLR8: You almost got munched for a few sandwiches?! (the Krakken appears to grab the box and disappear in the water)

(Ben is in XLR8's form on the boat with Jonah Melville, and the Omnitrix is about to time out.)

XLR8: Uh, gotta run!

(XLR8 runs on water back to the Shaw's boat. The Omnitrix is still beeping.)

XLR8: Almost there......... I think I'm gonna-- (Now the Omnitrix has timed out, and Ben is flying through the air.)

Ben: Yaaaah!! (Ben flies through the air and lands in the water Ohh, man... I hate it when that happens....

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

Permanent Retirement

Vera: (giving Gwen a seashell) Listen. (Gwen puts the seashell to her ear and hears, not the ocean, but raspy breaths)

Ghostfreak: Loooserrrr...

(Ghostfreak appears behind her)

Gwen (gasps) Ben?

Ghostfreak: (waving to Gwen) See ya, wouldn't wanna be ya.

Ghostfreak:(Upon seeing an old woman jump up onto the celing and snatch a fly in her mouth) Whoa! Ninja old people!!

Ben:[preparing to go Heatblast] You guys really burn me up!

Hunted

Ben: I've kicked so much alien butt, my feet hurt! [Ben puts his feet on the table in front of Gwen, who pushes them back onto the floor.]

Gwen: Yeah, well, one of these days you're gonna screw around and get your own butt kicked! And I hope I'm there to see it!

Ghostfreak (to Gwen): Whats the matter, Gwen? You look like you've seen a Ghost..Freak!

Gwen: Get over yourself, doofus! You don't scare me!

[Giant robot destroys the door.]

Gwen: But he does!

[Gwen is hiding from the giant robot (see above) with Ben.]

Gwen: Remember when I said I wanted to be there when you got your own butt kicked? {see above} I take it way back!

Tourist Trap

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

(After Gwen tries an experiment to ground the Megawhatts which failed, Ben looks to Gwen and grins.)

Gwen: Ben Tennyson, don't say a word.

Ben: Hey, it just feels good to know that I'm right for once.

Kevin 11

Ben:This thing ate my tokens!

Clerk:Read the sign kid.It said 'play at your own risk'.

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

Kevin:Your right.The games here stink.

Ben:Yeah,but not as bad as his breath.Major case of sewer mouth.

Kevin:[laughing]Your're funny.Here,you owe me one.

Kevin: Ha! So much for your gang! [Heatblast's power dissolves] Uh, what's going on?

Fourarms: Your powers are gone.

Kevin: Looks like you're about to give me some more, Ben.

Fourarms: I don't think so.

Kevin: You don't have a choice. I've still got enough juice to fry these guys.

Kevin: This is gonna be real fun.

Fourarms: Tell me about it.

Kevin: I'm taking all your alien powers.

Kevin: [smiling] If they thought I was a freak before, [uses Heatblast's fire powers] just wait.

Ben: [after transforming into Fourarms when he wanted Stinkfly, sarcastically] Great, now I get Fourarms.

The Alliance

Ben: [as Heatblast] Great. I need muscle and I get an alien candle instead.

Ben: This is my fight. My weird watch, not yours.

Gwen: Yeah, but you're my weird cousin.

Last Laugh

Gwen: Can we go [to the circus] Grandpa? I love the circus.

Ben: That's because you belong in one.

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

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

Ben: [as Upgrade, getting ready to go inside and face Zombozo] Okay. He's just a guy with a red rubber nose and some makeup. Nothing Upgrade can't handle.

[Omnitrix powers down]

Ben: [yelling at the Omnitrix] Whose side are you on, anyway?

Ben: [turning into Ghostfreak] Oh, you're funny. But I'm gonna get the last laugh!

[Ben activates the Omnitrix and transforms into Ghostfreak.]

Zombozo: [unimpressed] Nice try, kid, but I sell the tricks. I don't BUY 'em.

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

[He punches Zombozo and turns invisible.]

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

[He punches Zombozo and turns invisible again.]

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

Zombozo: I'm warning you to back off.

Ghostfreak: You want to see something really scary?

(He shows Zombozo his true form, terrifying him.]

Ghostfreak: Aww. Now don't tell me you're afraid of old Ghostfreak.

Gwen: [pops up wearing a clown mask] Boo!

Ben: Hi, Gwen. Trying on some new makeup? That's a good look for you.

Gwen: Aww, you're no fun anymore.

A Small Problem

Ben: [Turned to Grey Matter when he wanted Ripjaws] No! Anything but the micro-munchkin! [under the circumstances he should have at least appreciated not getting Heatblast]

Grey Matter: [attempting to get revenge on the attendant who wouldn't let him on a ride] Time to tie up some loose ends.

Gwen: Grandpa's not going to like going alien just to sneak on a ride.

Grey Matter: That's why I'm not going to tell him. In a few minutes, I will be back to normal, and he'll never know. [glares at Gwen] Will he?

Gwen: We gotta towel off. Or in your case, napkin off.

Howell: Amazing! A perfect miniature alien being!

Grey Matter: Who you calling miniature!?

Gwen: [answers the phone] Hello?

Grey Matter: Gwen, it's me.

Gwen: Ben? You're still Grey Matter?

Grey Matter: Yeah, the watch still won't work.

Gwen: Where are you?

Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West with a verticle angle at 45 degrees.

Gwen: Brainiac, how about a street?

Grey Matter: Oh, yeah, it's Ripley.

Grey Matter: [taunting a cat] Here, kitty, kitty. I taste just like chicken.

Grey Matter: [talking to the Omnitrix] What is your malfunction? Probably something stupid like the DNA splicing replicator copying a fragment of amino acid sequence. [Pause as Ben's mind starts to catch up] So this is what it feels like to be smart.

Howell: Hey! Back off! Aliens are people too! (pauses) Well... sort of.

Side Effects

[After a long chase, Gwen finds Ben sneaking a snack inside an ice cream truck.]

Gwen: Maybe now you'll think twice about having snacktime inside an ice cream truck.

[Gwen pulls out a lot of medicines.]

Gwen: Decongestant, cough supressant, hospital mask...

Ben: [wipes his nose] I don't need all that junk.

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

[Ben grabs a shirt that Gwen left on the couch and wipes his runny nose with it.]

Gwen: Hey! That's my new blouse!

Ben: Maybe now you'll think twice about leaving new clothes lying around.

[Ben, as Fourarms, grabs Max and Gwen in his bottom arms while breaking out the ceiling with his top ones. Gwen, noticing Ben's smelly hives, covers her nose.]

Max: It's your hives. The cold must have turned them into pus-filled pockets of...

Gwen: ...Pure putridness!

Fourarms: I can't help it! I'm sick!

Gwen: You're telling me.

Secrets

Vilgax: The Omnitrix. Wasted on pointless heroics!

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

Vilgax: No. [leaves the regeneration tank] I'll see to this task myself.

Vilgax: The Omnitrix has been activated. Pinpoint its location. I have you now.

Gwen: [after her laptop shuts down] Hey, what gives?!

Upgrade: Sorry, you are a loser. And always will be.

Gwen: Aah! Ben, get out of my computer!

Upgrade: What? I'm just entertaining myself.

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

Upgrade: Huh? What's this? A diary! Dear Diary, my cousin Ben is such a--

Gwen: Doofus! Knock it off!

Grandpa Max: Ben, now it's not the time to go alien. You might attract some attention.

Upgrade: What attention could I attract in here? [reverts back to Ben]

Grandpa Max: Nevermind.

Heatblast: Who are you?

Vilgax: I am Vilgax. And I have come here for the Omnitrix.

Grandpa Max: Things are gonna be a lot worse if we don't get to Mount Rushmore.

Gwen: Why? What's at Mount Rushmore?

Grandpa Max: Gwen, this is not the time to explain. You're gonna have to trust me.

Vilgax: I grow tired of this. [touches the button to deactivate the Omnitrix]

Ben: Hey, how'd you do that?

Vilgax: A child? The Omnitrix is in the hands of a mere child?! [blasted by the Omnitrix] It appears the Omnitrix already merged with your own DNA.

Ben: Don't suppose that means you're gonna let me go, does it?

Vilgax: Hardly.

Vilgax: A child. I should have suspected as much. The Omnitrix being used as a play toy!

Ben: Hey, I saved a lot of people by going hero.

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

Grandpa Max: Claws off my grandson, Vilgax!

Ben: Grandpa?

Vilgax: Tennyson. [Grandpa Max hits Vilgax with an energy blast]

Ben: Grandpa? [about Vilgax] You know this guy?

Grandpa Max: It's a long story.

Vilgax: [to Grandpa Max] Your weapon won't help, Tennyson. As you can see, I'm much stronger than our last encounter.

Grey Matter: [inside one of Vilgax's drones] A little alien know-how and the toaster is toast.

Ripjaws: Oh, sometimes I hate this watch!

Truth

Max: We called ourselves "the Plumbers". Officially, we didn't exist. We dealt with the problems no-one else could. Extraterrestrial, extrasensory, extraordinary.

Ben: I'm a plumber in training!

Ripjaws: [just transformed after choosing XLR8] [looks in mirror] Ripjaws!? What a rip-off!

Ben: We need some muscle to stop this thing! [powering up the Omnitrix] Four arms of muscle.

(Activates Omnitrix)

Grey Matter: Grey Matter?! I said muscle, not minuscule!

The Big Tick

Grandpa Max: [sarcastically commenting on the gas released by the Great One] And quite aromatic.

Gwen: I thought that was just Ben not taking a shower for three days.

Cannonbolt: [proudly] Four! And counting.

Framed

Gwen:Yo,hothead!Back off the fireworks before somebody get's really hurt!Now if you take responsiblity on the wakco stuff you have be doing,I'm sure we could help you!

Ben:[appearing behind her]Gwen!

Gwen:Not now,dweeb!Can't you see I got to deal with...[realizied that Heatblast is not Ben]...Ben?!S-so who are you?

Doppelganger:Me?I'm a hottie.Can't you tell?

Gwen: [sarcastically] Oh, sure! Just like you never put an empty milk bottle back in the refrigerator, or you never leave the shower all gunked up, or you never ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?

Ben: [smugly] Sounds about right.

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

Gwen: Grandpa, please.

Grandpa Max: All right, maybe you've got a point.

Diamondhead: [after protecting Gwen from a fireball] Now do you believe me?

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

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

Diamondhead: Like this is my fault? Whose idea was to drain all the powers of the watch? Not mine.

Kevin: We'll split it 50/50. I do the crime, and you do the time!

Diamondhead: You'll never get away with this.

Kevin: Wrong! You'll never get away with this. I'm not me. I'm you, remember?. [the SACT team comes] Keep the change. You can use it to pay your bail.

Kevin: Don't make a piss of a world

Gwen: [when the SACT guys show up with Ben] Oh, thank goodness you found him! He's always wandering away. We're considering getting a leash.

Kevin [as Upgrade, to Wildmutt]: Sorry, Fido. No pets allowed!

Kevin: (mutated with all the aliens) I can't change back. I'm stuck like this! Look at what you've done!

Fourarms: Oh, man. Is there anything I'm not gonna get blamed for today?

Kevin: [to Fourarms] You'll never beat me because you're one of the good guys and good guys never have the guts to finish off guys like me.

Lt. Steel: But I do. [to his soldiers] Fire!

Gwen 10

Grandpa Max: Ben,as you seem to have already lived this, how did we get into Vilgax's ship the first time?

Ben: You rammed it.

Max: Well, if we survived once... [presses a button that turns the RV into a new shape]

Grudge Match

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

Diamondhead: You were always a freak, Kev. It's just that now the ugly's also on the outside.

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

Ben: [still as Diamondhead, after getting a faceful of Stinkfly slime from Kevin] Eeeww. Gwen's right, this stuff is gross.

Ben: [seeing the food provided for the warriors on the Megacruiser] Ugh. No thanks, I had purple slop for lunch. [which, given Grandpa Max's cooking, may or may not be more than just an excuse]

Ben: [to Kevin] Remember the whole "your fates are now linked" speech? It was only like two minutes ago!

Ben: If you use your powers in combination, they make up for not being full power! Okay, for example: XLR8 speed, plus Fourarms muscle, plus Diamondhead invulnerability equals...

Kevin: One mean punch!

Alien: The shock collars. They're disabled!

Grey Matter: [emerging from one of the robot guards holding some wires] All it takes is a short circuit, and a little Grey Matter.

Kevin: [clearly annoyed about being one-upped by Ben] Ah, get over yourself, short stuff. A monkey could've done what you did.

Grey Matter: [smugly] Then why didn't you?

Ben: [to Omnitrix] Come on, work. Please, just this once...

[Omnitrix stays red]

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

[Kevin pulls back Diamondhead arm to skewer Ben, Omnitrix powers up, Ben looks at it and slams it against the wall]

[Kevin's arm strikes a hard surface but doesn't penetrate]

Cannonbolt: Oh, yeah? [breaking free of Kevin's Stinkfly goo] I don't think you've been introduced to Cannonbolt!

Cannonbolt: [in the process of clobbering Kevin] New game. It's called dodgeball!

[Technorg has just seen Ben safely off the Megacruiser, which is about to travel to another galaxy]

Technorg: So. I'm a lapdog, am I?

[Kevin smiles weakly]

The Galactic Enforcers

Tiny: So... (throws her arm over Fourarms's shoulder) What's a big, strong alien like you doing on a planet like this?

Fourarms: (The Omnitrix is about to time out.) Yes! Saved by the beep!

[Omnitrix powers down]

Tiny: [looking at Ben] Hey! Where'd the rest of you go?

Ben: Sorry. I'm just a kid. I just get a few extra hands once in a while.

Synaptak: So, it is true. The Omnitrix is in the possession of a child.

Camp Fear

[Gilbert suggests barricading themselves in their camp's kitchen]

Andy: (exasperated) And fight these things off with what, a spatula?

[Max finds Ben eating the abandoned leftover spaghetti]

Ben: (defensively) What?! I'm hungry!

Ben: Don't worry, Grandpa. I'll just go XLR8 and cut us free.[Slaps Omnitrix on wall and accidentaly turned into Wildvine]

Grandpa: What the heck is that?

Wildvine: Beats me? Never been him before. [grows thorns, slicing his way free] But I like what he can do.

Ultimate Weapon

Fourarms: Grandpa, I think Gwen needs a second to catch her breath.

Max: No can do. Enoch and his men may already have the sword.

Fourarms: Ever since that alarm went off, that sword is all you've thought about!

Grandpa: There's no time for this, Benjamin! You two have to keep your eyes on the prize and remember what's important!

Fourarms: We do remember. Do you?

Tough Luck

Stinkfly: Lucky Girl?!

Lucky Girl: Don't even start about me cramping your superhero style.

Stinkfly: Hey, I'm just glad to finally get a little backup. But how'd you get your Lucky Girl powers back?

Magician: For my first trick, I vill need a volunteer.

Ben: [appearing onstage with startling suddeness] Ben Tennyson, at your service!

Grandpa Max: [seated in the audience, quietly asks] What's he up to?

Magician: [putting Ben in a box] Ein boy goes in, but vhat comes out vill amaze.

Ben: [grinning as the lid is lowered] They won't be the only ones.

[box is closed and padlocked]

Magician: [waving his hands over the box] Abra, Kadabra...

[a green glow is seen coming from inside the box and, much to the Magician's surprise, Wildmutt bursts out]

Hex: [grabbing Lucky Girl by the wrist] There are two kinds of luck. Let me show you the bad kind.

Lucky Girl: Guess what? I'm not just lucky anymore. [Grabs Hex's hand, swings him over her head and slams him headfirst down on the stage] I am totally kick butt!

Lucky Girl: [to Hex and Charmcaster, mainly Hex] You should know better than anyone that sometimes magic is about misdirection.

[Ben comes up from behind and clobbers Hex in the head with the hoverboard]

Hex: I'll take it from here, Charmcaster.

Charmcaster: That would be a big no, Uncle. Change of plans. I get the power of the charms and the keystone and you get squat.

[Hex tries to blast her with his staff but Charmcaster blasts first and knocks him out]

They Lurk Below

Ben: [powering up the Omnitrix] Time for Ripjaws to take a dive.

[green flash]

Edwin: What was that?

Gwen: [trying to sound innocent] What was what?

[Grey Matter emerges from behind the barrels]

Grey Matter: Oh, man. For once I was better off as me.

Edwin: (to Gwen) Where'd your cousin go?

(The camera shows Ben hanging from the tail of a submarine.)

Ben: Just hangin'! (Ben waves) Uh, anyone have a ladder?

Donovan: [talking about the window washer who got caught in a power surge] Well, we'll have to triple his salary. But who'd believe him? He says a 6-inch rat with two legs saved him.

Edwin: [noticing Ben's absence] Hey, what happened to your cousin?

Gwen: He...must have gone to the bathroom.

Edwin: Oh. Waaiit, there's no bathroom on this thing!

Gwen: [impatiently] Just drive!

Ben: [Setting the Omnitrix to Ripjaws for underwater combat] Turn me into Wildmutt, and you're dead meat!

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

Stinkfly: My wings are too wet. I can't fly! [and] Oh, yeah, I can't swim either!

Edwin: [to Stinkfly] Don't worry. We've gotcha, Ben.

Gwen: That's not Ben.

Edwin: [sarcastically] Yeah, sure. Good aliens just showing up to help us while your cousin always happens to be gone? How dumb do I look?

Edwin: [looking at the old sub Ben plans to escape in] That thing's your escape plan? It's only for show!

Ben: And when I'm through with it it'll be for go.

Ghostfreaked Out

Ben: I guess I'm still a little wierded out by that Wildmutt nightmare.

Gwen: Well what do you expect when you wolf down two mega-enchuritos for a midnight snack?

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

Ben: Don't get your shorts in a twist. [sounding slightly foreboding] I'll be on my best behavior.

Gwen: [sounding like she's going to be sick] Why doesn't that make me feel better?

Ben: Summer, and school. There's two words that should never be used together.

Gwen: I am so sorry about my cousin. Actually, we're not really even related. I think his parents found him at a zoo or something.

Grandpa Max: Something's wrong. I've never seen Ben so vicious.

Gwen: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben, answer me!

Ghostfreak: Ben's not here. [leans in close to Gwen's face] Boo! [laughs maniacally when Gwen tumbles backwards]

[Omnitrix powering down.]

Ghostfreak: No! I'm not going back!

[red flash]

Ben: Whew. Man! I'm glad to be rid of that freak.

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

Ben: This can't be happening! You can't be you, I’m you!

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

[Ghostfreak breaks out of his sun-protection, revealing his monstrous true form. Ben takes a step back in alarm.]

Ben: And I thought you were ugly before! What do you want?!

Ghostfreak: I need the power of the Omnitrix to make myself whole again, and the only way to do that is by taking over your body. Now let's see how you like being trapped inside someone else!

Ghostfreak: [while possessing Gwen] Next sound you hear, will be your cousin's screams as she takes a big dive!

Ghostfreak: [having seemingly suceeded in posessing Ben] Together again, just like old... [coughs up Grey Matter]

Grey Matter: That's enough to make me gag, too.

Gwen: [sadly] Something tells me I am so not getting into Bancroft Academy.

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

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

Ben: Ugh! [but when nobody can hear he quietly chuckles]

Dr. Animo and The Mutant Ray

Ben: [after "repairing" the Omnitrix with chewing gum] There. Good as new.

Gwen: What's good as new?

Ben: I wish I could say your face, but it's the same old one.

Gwen: I think the Florida heat has fried your brain.

Grandpa Max: [leading them to some alligator eggs about to hatch] I think you kids are going to enjoy this. It is a rare event.

Gwen: Like Ben changing his underwear?

Ben: I saw that. Go ahead and say it- you know you want to.

Gwen: [innocently] Say what?

Ben: You know, the big "I told you so" speech about messing around with the Omnitrix, and how you were right all along and if I'd listened to you we wouldn't be in the trouble that we are in right now.

Gwen: I didn't say a word.

Ben: Yeah, but you're thinking it. Admit it! There's no way I am waiting! Just go ahead and say it now and get it over with.

Gwen: I don't know what you're talking about, Benjamin.

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

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

Back With A Vengeance

Ben: [after unlocking the code] Uh-oh. Please don't tell me that I busted this thing again? Maybe it's just some kind of an upgrade. [turns into Upgrade]

Upgrade: Woah! what happened I never even touched it! Unless... maybe now I don't have to. Grey Matter! [turns into Grey Matter]

Grey Matter: Diamondhead! [turns into Diamondhead]

Diamondhead: Cool! This rocks! (turns into XLR8)

XLR8: I must have unlocked some kinda master control or something! (turns into Heatblast)

Heatblast: Now I can go alien... (turns into Wildvine)

Wildvine: ...just by thinking it!

Kevin: The legendary Vilgax. You don't look so tough. [Vilgax breaks free from ice]

Vilgax: Underestimating me is a grave mistake. The last you'll ever make!

Kevin: I just saved your lousy alien butt. You should be grateful. [ironic considering the source]

Vilgax: Vilgax owns allegiance to no one, especially not some misshappen, chaotic amalgam of creatures... [thoughtfully] ... from the Omnitrix? What do you know of the Omnitrix?

Kevin: If you mean the watch thing that turns Ben Tennyson into those alien heroes, plenty. Now, back off!

Vilgax: You may be useful to me after all.

Kevin: You took the words out of my mouth, pretty boy.

Gwen: Ben! You've been Stinkbutt for hours! Give it a rest, dweeb.

Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. [holding up fistfuls of cash] Check out the green I made giving rides to tourists.

Gwen: You know, I never thought I say this but, I would rather see your normal jerky face for a change.

Grandpa Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. We still don't know if there are any hidden consequences.

Stinkfly: Okay, Grandpa, I'll take it easy...

[XLR8 rushes up to Grandpa Max.]

XLR8: For a millisecond. Time's up! (steals Grandpa Max's ice cream and runs off)

Vilgax: [after analyzing Kevin] Interesting, your DNA has clearly merged with the Omnitrix just like young Tennyson's.

Kevin: Yeah, thanks for the lesson, professor. Now when do I merge my fist with Ben's face?

Vilgax: After you remove the Omnitrix.

Kevin: Fat chance. I tried.

Vilgax: As have I. But with my expertise and the DNA you share with Tennyson, we can succeed.

Gwen: What are you doing?

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

(Ben turns into Heatblast and hocks a loogie in the river, which explodes into steam when it contacts the water.)

Heatblast: Heh! Definitely Heatblast!

[Vilgax studies scanner.]

Kevin: We should be right on top of him.

Vilgax: Or... he's upon us!

[true to Vilgax's suspicions, Cannonbolt lands on them]

Grey Matter: Grey Matter? Oh no, I forgot I zeroed the master control.

Gwen: Don't sweat it. There are only nine-hundred ninety-nine million more combinations for you to try.

Grey Matter: That's it! You are so dead! Fourarms! Diamondhead! Oh, man!

Ben 10,000

Ben: Hey! When are you gonna fill me in on my other 9,990 other alien heroes?

Future XLR8: Hmm. How about.. NEVER! (runs off)

Both Gwens: (to Ben) You could loose the attitude, you know!

Gwen: [to future Grandpa Max] It's good to see you too. But the same shirt? Grandpa, it was 20 years out of style 20 years ago.

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

(arriving at headquarters)

Ben: Whoa! This is my headquarters?! Awesome! I must chill out here a lot!

Future XLR8: (setting Ben and Gwen down, who both have messed up hair) There's no time. I'm always patrolling the planet. Thus, Ben has no need to "hang out" here.

Ben: Okay. Tell me I didn't just say "thus." Don't I have any fun anymore?

Future XLR8: You'll learn soon enough, being me isn't about "fun". Now, wait here for Gwendolyn. AND DON'T TOUCH A THING!

Ben: Hey, look!

Gwen: He [Ben 10,000] said not to touch anything!

Ben: Why should I listen to me? You never do. (a board pops out of the wall) Hey. (flying around on the board) Yeah. Whoo-hoo! Guess I should've told her to duck, huh?

Future XLR8: GET OFF THAT BOARD NOW!

Ben: What, and don't even smile when I terrorize Gwen anymore? Ha! You're even worse than I thought. Cool move, huh? Wanna race?

Future XLR8: (snatching the board from under Ben, who screams and falls) No! Those days are over!

Ben: Well, what I'm over is being a hero if this is how I turn out! I AM SUCH A JERK!

Future Diamondhead: Get out of here!

Upgrade: When are you gonna get it through your thick skull? If this is your fight it's my fight too.

Future Diamondhead: Well then, this might help. [touches Omnitrix symbol, turning Upgrade into Cannonbolt]

Cannonbolt: Hey, I don't have to be Ben anymore!

Cannonbolt: [to Future Fourarms about Vilgax] He may know how all your aliens fight, but does he know what Ben Tennyson can do? I hope after all this time, you haven't forgotten too.

Vilgax: You're finished; both of you.

Future Ben: (human form) Maybe it's time I did start fighting like you. (Cannonbolt smiles)

Diamondhead: Hey, what do you call this guy?

Arcticguana: I don't name... uh, I don't know. Absolute Zero?

Diamondhead: Bo-ring. How about "Arctic-guana?" (short pause)

Arcticguana: Cool.

[departing.]

Gwen: See ya!

Ben: And I guess we're gonna be ya.

Midnight Madness

Max: When people fall asleep, they go into what's called a "hyper-dream state". Nothing makes sense in a dream. We'll need to keep you awake and away from people until we can figure out a way to stop your midnight strolls.

[Ben falls asleep on the bench where everyone is sitting; Gwen splashes Ben in the face with a glass of ice water.]

Ben: [coughing and sputtering] Hey! What was that for!?

Gwen: (with a smug look) Just doin' my job.

[Ben, exhausted, jumps onto the bed and starts to fall asleep. Gwen pulls the covers out from under him, causing him to fall.)

Ben: Yaaa!! [hits floor] Hey! You're enjoying this, aren't you?

[Gwen pulls out a soccer horn, and blows it in Ben's face.]

Gwen: [innocent smile] Now why would you think that?

A Change of Face

Ben: [trapped in Gwen's body] As if being in your body wasn't bad enough! (smacks lips) Peach lip balm? (smells hands) Strawberry hand lotion? Who wants to smell like a fruit salad?

Merry Christmas

(Gwen is on XLR8's shoulders while he evades the nutcracker soldiers. When the soldiers shoot a candy-cane gun, XLR8 catches a candy-cane in his mouth.)

XLR8: Mmm! Peppermint!

(After trying to evade the soldiers, Ben wipes out and falls headfirst into the snow. The soldiers arrive and shoot XLR8 in the butt with the candy-cane gun.)

XLR8: Ouch!!

Gwen: Earth to XLR8! This is no time for a snowball fight!

XLR8: I was thinking more of a snowball slaughterfest.

Benwolf

Ben: Goin' Ripjaws! [Nothing happens]

Ben:[Irritably] Okay, goin' by myself!

Gwen: Since when do you care about what girls care a...bout? [Smiles wickedly] Unless you like her!

Gwen: [Sing-song voice] Ben's got a crush, Ben's got a crush!

[Ben, as Benwolf, dumps raw eggs in a bowl and pours milk, then dives into the bowl, splattering raw egg all over the place.]

Ben: Heh heh.... Sorry!

[Holds in front of Kai, a napkin inbetween his teeth]

Ben: Uh... napkin?

[Ben gets out of his seat and runs to the refrigerator, to get more food.]

Ben: Let's see what else I can wolf down! Hah! Get it? Get it??

Benwolf: Aww, man!

Max: What?

Benwolf: Well if I had known I could go different aliens if they just touched the watch, I'd have them scratch it a long time ago. I'd be an awesome Vilgax!

Kai: You see, Ben, I really like you and all, but you're just not my type.

Ben: Huh?!

Kai: The alien stuff is cool but not as cool when you were a Yenaldooshi. I figured I could train you, tame you... You know.

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

Ben: Oh, thanks Gwen!

Gwen: Only I can talk to my cousin like that.

[Kai had just broken up with Ben, because Ben wouldn't stay a werewolf forever.]

Gwen: Two little words are all you need to know!

Ben: What are they? Come on! Tell me! GWEN!

Gwen: [scoffs] Boys.

Ben: [scoffs] Girls.

Game Over

Gwen (after Ben erases her score): Ben Tennyson, you are so dead!

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

[The Omnitrix has timed out, yet again, at a most inconvenient moment.]

Ben: [addressing the Omnitrix] You know, for a watch, you have a lousy sense of timing!

Super Alien Hero Buddy Adventures

Fiery Buddy: Gumdrop Wizard's gumming up my feet! Time to get unstuck and turn up the heat!

Under Wraps

Gwen: Aah!!! The corrodium has turned Ben into a hideous mutant! Oh, wait. That's how you always look.

Ben: Ha ha ha. That's so funny I forgot to laugh.

Ben and Gwen: Please don't make us go back there! We'll do our chores from now on! Promise!

Max: Thank goodness! I had forgotten how much I hated working on Uncle Jebediah's farm growing up! Now come on, let's get out of here before I get stuck with manure duty again!

The Unnaturals

XLR8: Ready to take one for the team Cash?

(XLR8 shifts the ball to hit Cash)

Cash: Owww!

Umpire: First base.

Cash: I'll get you!" (Referring to the pitcher as he walks to first base)

XLR8: (Manical laughter) No pain, no gain jerkface!

Monster Weather

Stage Performer 1: Aye, where is Nigel mate, we're on in five!

Stage Preformer 2: Probably just tweaking his costume. He always has to go all out.

(Ben sneaks around behind some amplifiers)

Ben: Who needs Grandpa when I can XLR8 there and back without them noticing?

(Ben changes into XLR8)

Stage Preformer 1: (notices XLR8) Nigel, I love the new look mate. Now get up here and jam!

(SP 1 grabs XLR8 by the wrist and drags him onto the stage)

XLR8: Ah!

(SP sits XLR8 down at a drum set. Without a clue what to do, XLR8 picks up the drumsticks and starts drumming while the band plays. Unfortunately, he's not too good, and ends up knocking over the cymbals just as SAM arrives as a giant cloud.)

The Return

Gwen: (sarcastically) Ooh goodie, another game of "Follow the Loser"!

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

Cannonbolt: (to the Omnitrix) What have you got against Fourarms?

Grandpa Max: [Gwen and Grampa are climbing the edge of a satellite looking for a way to get in] There should be an air lock a little further up.

Gwen: For someone who never went into space, you sure know a lot about it.

Grandpa Max: I didn't say I never went into space; I just said I never went into space with NASA.

Ghostfreak: I LIVE!!

XLR8: Ghostfreak?!

Vicktor: Master, all is prepared...

XLR8: How can this be? I saw him fry! (XLR8 changes back to Ben again)

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

(Ben stares with fear, episode ends with "To Be Continued" cue card)

Be Afraid of the Dark

Ben: Time for a visit from my close personal friend... (activates Omnitrix, turns into Grey Matter)

Grey Matter: Grey Matter?! Aw, man!!

Ghostfreak: (after suceeding in taking over Earth) Darkness falls! Earth is now my domain!!

Ghostfreak: Here in the darkness of space, I am at my full potential!

Benvicktor: Two freaks down, one to-- [notices Ghostfreak gone] Where'd he go?

Ben: (after defeating Ghostfreak for the last time) Well, at least we've seen the last of Ghostfreak. (sees the Ghostfreak icon on the Omnitrix) Ghostfreak? Uh, guys? [looking around to see that they're somewhere with pyramids] Where are we?

The Visitor

Upchuck: W-what good does this one do?

Xylene: Your superpower is to eat it. (Upchuck looks at her like she's crazy) Literally eat it.

Upchuck: Exploding loogies? COOL! I have Upchuck power!

Gwen: Ugh! As if you weren't gross enough already!

Perfect Day

[Ben has seen Kai Green, who turned him down in "Benwolf", on a bus as it drives off]

Diamondhead: Kai?

Gwen: Didn't she break you're heart when we fought off that werewolf?

Diamondhead: [annoyed that Gwen reminded him] Thanks for reminding me.

(note that in a scene of this episode, you can hear Ben screaming. It is suggested by the creator of this sentence that Gwen might have punched or kicked Ben.)

[Ben and Gwen sees Kevin walking down the hall]

Ben:[backs away]That's Kevin!

Gwen:Now that is one tough hall monitor.

Ben:Would someone explain why we're here is?

Gwen:The scariest place of all...inside your head!

Divided We Stand

Ben: [preparing to fight Animo's giant seagull] Ready for a little air to air combat? Going Stinkfly! [Activates Omnitrix but becomes Ditto]

Ditto: Another alien? Ok, so let's see what you can do. [Runs towards the seagull but gets kicked back] So I guess you're not strong. [crawls away but is grabbed by the foot] Or fast. [to the seagull] Hey, let... go... of- [Ditto accidentally creates a clone] US? Cool!

Upgrade: [after wanting to become Ditto] Upgrade? Aw man I wanted to go Ditto!

Ditto Hey Hey! Come on! Ow!
DittoWait Wait Wait. Not so fast bird-brain!

Don't Drink the Water

Ben: (fills his water gun and points it at Gwen) I got ya beat.

Grandpa Max: I heard that. What do you mean I have lead feet?

Ben: Told you. (squirts Gwen and runs)

Ben: (lifting the cup on Grandpa Max) Are you alright?

Young Max: I've never felt better. In fact, I feel like a kid again.

Gwen: (after Ben turned into Fourarms) Oh no, not you too. (camera zooms out to reveal young Fourarms)

Gwen: Great, just what we needed: Wildpup! What are you gonna do, lick it to death?

Toddler Ben: My feet hurt. I don't wanna walk anymore; I'm tired!

Gwen: Stop being a baby. Whoops, you can't.

Gwen: Told you, Ben. Told you, told you, told.

Young Heatblast: Stop it, stop it, stop it!

Gwen: I knew he'd go supernova hot, four-year-olds always have meltdowns.

Young Heatblast: Oh yeah! Who's hot?

Gwen: Oh yeah! Who's smart?

Young Max: And who's going to be ten forever?

Gwen: (after Ben and Max return to their own age) Now, now; age before ugly.

Baby Hex: I am still all powerful!
Charmcaster: Hmmm, sure you are.
Baby Hex: Put me down, Charmcaster!
Charmcaster: Gee, uncle Hex, something tells me I'll be giving the orders from now on.

Ben 10 vs. Negative 10

Forever King: Behold...the Negative 10!
Ben: Aw, man.

Secret of the Omnitrix

Gwen:[beginning] I hear most normal kids spend their normal summer vacation at the beach, or mall. Oh, wait, WE were supposed to go to the mall today! [we see that she and Max are hanging upside down]

Max: Sorry honey but we got side-tracked

Ben: [Turns to Stinkfly, then changes to Wildmutt, then Diamondhead, then Greymatter] Sometimes I think this [referring to Omnitrix] thing just plain hates me.

Eye Guy:[his vision opening] Now THATS an eyeful!

Cannonbolt:[About to break down Azmuth's door] I've come too far and I've lost too much to be stopped now!

Gwen: [there is a scene when she types in some codes and also pulls the brakes] (note this is a scene in Tetrax's Ship.

Azmuth: (Explaining why he won't shut down the Omnitrix's Self-Destruct countdown.) Let the Omnitrix destroy the universe. Probably the best thing that could happen. Start over fresh. I didn't create a weapon, all of YOU did. I created the ultimate device for understanding all the beings of the universe. You and Vilgax are no different.

Vilgax: (struggling ins Way Big's hand) Release me!

Way Big: Pretty big talk for such a small guy. (Vilgax claws his hand) OW! That's it! You are SO outta here! (hurls Vilgax into space)

Azmuth: I created the Omnitrix to help all the beings of the universe grow closer together. If an Earthling can make that happen, I see no reason why he shouldn't have it. Besides, that thing is nothing but trouble! Always has been! You keep it!

Ben: Wait! Aren't you gonna tell me how to work the Omnitrix?

Azmuth: Don't you want to find out on your own, like a true hero would?

Ben: (thinks for about half a second) Not really.

Azmuth: Heh, I like that boy. (door slams in Ben's face)

Hijacked

Ben: Hey what are you doing?:Jacker # 1: There's a kid in here!

Ben: Oh, you guys picked the wrong RV! Going Fourarms

Jacker #2: Ha, you that? The kid thinks he's tough.

Jacker #1: (mockingly) Oh no! Maybe he'll throw his diapers at us.(Ben activates Omnitrix but becomes XLR8)

XLR8: Hey! I said Fourarms!

Snack Break

Ben: Oh, I'm gonna get my snack,you stupid snack machine! I'll need some Grey Matter!

Gwen:Hey,Ben. Did you get your snack? '

Grey Matter: Hey! I nearly got shredded and you don't compliment me!

Speeded Out

Little Girl #1: My kitty!

Ben:Oh, I'm gonna get your kitten down! I'll need some XLR8ation!

Stinkfly: Stinkfly?! One of these days I'm going to learn to use this watch!