# Ben 10 (2005) (season 1)

    Seasons: 1 2 3 4 | Main | Alien Force (1 2 3) / Ultimate Alien (1 2 3) / Omniverse (1 2 3 4 5 6 7 8) / Ben 10 (2017 Reboot)
The following is a list of quotes from the 1st season of the 2005 series Ben 10.

## Season 1
### And Then There Were 10 [1.1]

    [Gwen used her fire extinguisher to put out flames; She accidentally sprayed to Heatblast causing him to look at her and Gwen screams]
    Heatblast: I know I look weird, but there's no reason to be scared.[Gwen hits him with a fire extinguisher and sprays at him] Hey! [Heatblast coughs. Heatblast's head catches fire when it is off]
    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] Ow! [Heatblast laughs as she puts it out. Gwen raises her 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?
    Heatblast: Well, when I was walking this meteor fell from the sky and almost munched me, except it wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire.
    Max: [Running up] Gwen are you alri... [Sees Heatblast] What in blazes?
    Gwen: Hey, Grandpa, guess who.
    Heatblast: It's me, Grandpa.
    Max: [Realized Ben is Heatblast] Ben? What happened to you?
    Heatblast: Well, when I was walking this meteor...
    Gwen: [Cuts Heatblast off] Um, excuse me. Major forest fire burning out of control remember?
    Heatblast: What do we do?
    Max: [Thinked for a while] Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it Ben?
    Heatblast: Shooting flames, I can definitely do. [Runs through the fire]
    Max: And you say that this watch just jumped up and clamped onto your wrist?
    Heatblast: Hey, this time it wasn't my fault. [Ate a marshmallow] I swear.
    Grandpa Max: I believe you, Ben.
    Gwen Tennyson: Think he's gonna stay a monster forever?
    Max: He's not a monster, he's an alien! [Heatblast and Gwen stare at him suspiciously] Uh I mean look at him, what else could he be?
    Heatblast: I don't wanna be fire guy forever. How am I suppose to play Little League this fall if I charcoal the ball every time I catch a pop fly?
    Max: Don't worry Ben. We'll figure this thing out.
    [The Omnitrix beeps and Heatblast reverts to Ben]
    Ben: [Laughs as he looks at himself] I'm me again.
    Gwen: Aw too bad I liked you better when you were a briquette.
    Ben: [Struggles to take off the Omnitrix] Still can't get this thing off.
    Max: Better not fool with it anymore until we know exactly what we're dealing with. I'll go check out that crash site. You guys stay here until I get back.

### Washington B.C. [1.2]

    Heatblast: [to robbers] Unless you punks want a permanent sunburn, hands against the wall. You punks picked the wrong day to be bad- [transforms back into Ben]
    Ben Tennyson: Guys.
    Robber 1: Huh? What? Hey, it's just a kid! Get the jewels!
    Ben Tennyson: [realizing he's back to normal; sirens are heard in the background] Wow. Time sure flies when you're having fun. I've decided to let you guys off with a warning this time.
    [the police arrive]
    Police Officer: Freeze!
    Ben Tennyson: They're all yours, officers. I know you all want to thank me, but-
    Police Officer: Step aside, son. This isn't playtime.
    Ben Tennyson: Playtime? I'm the one who captured them! It's not fair! I'm the hero! Oh, man...
    [at the grocery store]
    Ben Tennyson: [finds a cereal with Sumo Slammer cards inside] Sumo Slammer cards, cool! [grins]
    Grandpa Max: Only canned octopus? I thought this store prided itself on wide selection.
    Gwen Tennyson: Uh, Grandpa, no offense, but can we have a normal dinner for once? You know, once that doesn't involve stir-fried tentacles?
    Grandpa Max: Nonsense. Now where do you suppose they keep the sheep's bladders?
    Gwen Tennyson: [hears Omnitrix activate] Ben? [walks into the cereal aisle to find all the boxes opened, finds Grey Matter digging through one of them]
    Grey Matter: Oh, man, another red card.
    Gwen Tennyson: [grabbing Grey Matter] Gotcha. What are you doing?
    Grey Matter: Uh, looking for the gold Sumo Slammer card. Duh...
    Gwen Tennyson: You're supposed to use your powers to help people, not find some stupid trading card.
    Store Manager: [clears throat] Just what do you think you're doing, young lady?
    Gwen Tennyson: It wasn't me. It was my doofus cousin.
    Store Manager: Well, someone is going to have to pay for all this.
    [Gwen grunts]

### The Krakken [1.3]

    Ben Tennyson: Come on, dive in!
    Gwen Tennyson: Please. Who knows what nasty slimy things are slithering around in there? [shines her flashlight on Ben] I rest my case.
    Ben Tennyson: What's the point in camping by a lake if you're afraid to get wet? [splashes Gwen with lake water]
    Gwen Tennyson: Aah! Knock it off, midget!
    [Ben starts going under the water]
    Ben Tennyson: Hey! Something's got me!
    Gwen Tennyson: 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 Tennyson: 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 Tennyson: [picking up a handful of worms and showing them to Gwen] Breakfast.
    Gwen Tennyson: Ben, gross! [to Grandpa Max] What with the bucket of slimies?
    Grandpa Max: Bait.
    Gwen Tennyson: Yeah. Well, I think I'm going to pass on the fishing thing. I'll stay here and catch some sun instead.
    Grandpa Max: Okay, but you don't know what you're missing.
    Gwen Tennyson: [walking away] I'm pretty sure I do.
    Ben Tennyson: [Activates Omnitrix] Ripjaws to he rescue! [Turns into XLR8 instead]
    XLR8: [rises up from the lake] Hey, I said Ripjaws, not XLR8! STUPID WATCH! [sees people in danger] Here goes nothing. [runs over the water]
    XLR8: [exclaims while running on water] Almost there... I think I'm gonna...[turns back into Ben; Ben screams and flips over lake]
    Ben Tennyson: ...Make it.
    Max Tennyson: Man overboard. Shaw, Ben is overboard! Bring the boat around!

### Permanent Retirement [1.4]

    Grandpa Max: We're heading off to see your Aunt Vera for the weekend.
    Upgrade: Aw, boring old Aunt Vera?! No!
    Ben Tennyson: They really make you feel welcome here.
    Grandpa Max: Then just watch your cheeks. Vera's a pincher.
    Aunt Vera: Max!
    Grandpa Max: Vera!
    [They both hug]
    Ben Tennyson: [running into Aunt Vera's condo] Grandpa! Gwen!
    Grandpa Max: Shh... your Aunt Vera is in bed.
    Ben Tennyson: Seriously? It's, like, only 6:30. [immediately talks about what happened] Never mind. Listen. This whole place is way creepier than I thought. First, this old lady runs up a wall, and then munches a fly. Then Marty, that weird next door neighbor, is an E.T. or something with a face in the back of his head and these long, sticky arms, and this body that oozed right through this gate, and-
    Gwen Tennyson: Ben, you snuck out. Vera was hurt.
    Ben Tennyson: Eh, she's old. She'll forget.
    Ben Tennyson: [opens up Vera's refrigerator] Prune juice, prune juice, and, oh, what a surprise, more prune juice. Why does it seem old people were always old?
    [Aunt Vera appears]
    Gwen Tennyson: Morning, Aunt Vera. How'd you sleep?
    Aunt Vera: Just fine. How about you? [grabs Ben's cheek]
    Ben Tennyson: Fine, Aunt Vera.
    Gwen Tennyson: I made you some coffee. [drops tray of coffee and water] Sorry!
    Aunt Vera: [jumps up to avoid liquid] Clean it up! Clean it up right now!
    Ben Tennyson: [activates Omnitrix] You guys really burn me up. [transforms into Heatblast]
    Heatblast: And now, I'm going to return the favor.

### Hunted [1.5]

    Gwen Tennyson: You rockhead, you almost turned me into swiss cheese!
    Ben Tennyson: I said I was sorry. What else do you want?
    Grandpa Max: What we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. You've got to think when you use it.
    Ben Tennyson: I know, but come on! You guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt. [puts his feet on the table in front of Gwen, who pushes them back onto the floor]
    Gwen Tennyson: 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!
    Ben Tennyson: [smugly] Dream on, geek face.
    Ben Tennyson: [Tetrax gives him his hoverboard] Oh man! Are you serious?! Wait...I thought you needed this to get off the planet.
    Tetrax Shard: Selective disinformation.
    Ben Tennyson: What?
    Gwen Tennyson: He lied.
    [Tetrax teleports himself away]
    Gwen Tennyson: How come you get all the cool alien stuff?
    Ben Tennyson: [in a cool-sounding voice] Fits my style.
    Gwen Tennyson: [sarcastically] Right. I have something for you, too. [covers Ben's head in sunscreen]
    Ben Tennyson: Hey! What'd you do that for?
    Gwen Tennyson: Wouldn't want that big head of yours to get sunburned.

### Tourist Trap [1.6]

    [Gwen smacks Four Arms after the run-away rubber-band ball comes to a stop]
    Fourarms: Ow. What was that for?
    Gwen Tennyson: For turning me into a criminal.
    Fourarms: Don't get your shorts in a twist. I'll just put everything back the way it was. No problem.
    [the Omnitrix beeps and Ben reverts back to human form]
    Ben Tennyson: Okay. Maybe a little problem. [ball reacts to Omnitrix]
    Gwen Tennyson: What are we going to tell Grandpa?
    Ben Tennyson: Nothing. We just play dumb.
    Gwen Tennyson: Easy for you. You're a lot better at it than I am.
    Grandpa Max: Hey, there you are. Isn't this place a riot?
    Gwen Tennyson: Why, did you see? We don't know anything about it.
    Ben Tennyson: She means it's great, Grandpa. Can't wait to check out the bathroom!
    Ben Tennyson: Whoa! What happened?
    Grandpa Max: I don't know. Looks like a tornado tore through here overnight.
    Ben Tennyson: Good. [Grandpa Max stares] I mean, yeah. It was just one of those freaky nature things, right, Gwen?
    [Gwen nods]
    Mayor Earl: I think it's pretty clear who's responsible for these juvenile acts.
    Grandpa Max: Juvenile acts? Huh. If I didn't know better, that sounds like-
    Mayor Earl: Oh, I'm not talking about these youngsters.
    Grandpa Max, Ben, and Gwen: You're not?
    [Grandpa Max glares; Ben and Gwen smile]
    Grandpa Max: Yeah, well, if they didn't do it, who did?
    [Megawhatt shows up, pulling Gwen's shirt over her head and laughing]
    Ben Tennyson: What's that?
    Mayor Earl: Megawhatt.
    Ben Tennyson: Mega-what?
    Mayor Earl: Exactly.

### Kevin 11 [1.7]

    Ben Tennyson: [seeing the Sumo Slammer display] Woo hoo! The new Sumo Slammer video game is in there.
    Security Guard: Pass?
    Ben Tennyson: Uh, must have left it inside. I'm one of the game pros testing out the system.
    Security Guard: VIPs only.
    Grandpa Max: I know what you're thinking, so no sneaking back in there.
    Ben Tennyson: I won't.
    [Grandpa Max and Gwen walk away; Ben transforms into Ghostfreak]
    Ghostfreak: But he will.
    [Grandpa Max and Ben get into an arguement after Ben got himself, Gwen and Max kicked out of the hotel for sneaking into the Sumo Slammer display.]
    Ben Tennyson: Fine, you can take it out of my allowance.
    Gwen Tennyson: You don't get an allowance.
    Grandpa Max and Ben Tennyson: Stay out of this!
    [Gwen gets offended]
    Ben Tennyson: This is my vacation, too. You can't always tell me what to do. You're not my dad!
    Ben Tennyson: [playing a video game] Game over? It just started. This thing ate my tokens!
    Clerk: Read the sign, kid. It said '"play at your own risk". [walks away]
    Ben Tennyson: This place is a rip-off, you know that?
    Kevin Levin: You're right. The games here stink.
    Ben Tennyson: Yeah, but not as bad as his breath. Major case of sewer mouth.
    Kevin Levin: [laughing] You're funny. Here, you owe me one. [uses his power to cause the arcade machine to spit out tokens]
    Ben Tennyson: Whoa. How'd you do that?
    Kevin Levin: I've got some skills.
    Gwen Tennyson: We can't take those. They're not ours.
    Ben Tennyson: They are now. [picks up a handful of tokens] Thanks. I'm Ben.
    Kevin Levin: Kevin.
    Ben Tennyson: Wanna play some air hockey?
    Kevin Levin: [sees gang members walking up] Nah. Gotta bail.
    Gwen Tennyson: He's total trouble.
    Ben Tennyson: He seemed okay to me.
    Kevin Levin: [watches Ben activating the Omnitrix and turn into Stinkfly] What are you doing with your watch?

### The Alliance [1.8]

    Doctor: Your grandfather has suffered a severe concussion. He'll be out for several more hours. He also has several lacerations and a broken leg.
    Ben Tennyson: He's gonna be okay, right?
    Doctor: For a man his age, he's remarkably strong. He'll be fine after some rest. Now it says on his admittance form he was hit by a car bumper. Did someone back into him?
    Ben Tennyson: Actually, the bumper flew through the air after this robot drone blew up the car.
    Vilgax: Listen to me, whoever you are...
    Rojo: Where are you? Who are you, and how did you get in my head?
    Vilgax: No questions! You are here to serve me.
    Rojo: Guess again. I work for me and only me. [electrical flash] Ugh!
    Vilgax: You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless. Fulfill my command and I will teach you. Fail me and I will turn you to dust!
    Rojo: So what do you want?
    Vilgax: Only one thing, a piece of valuable technology missing from my possession, and luckily you are already programmed to find it.
    Gwen Tennyson: Ben, you heard the doctor. He's going to be fine. He's Grandpa.
    Ben Tennyson: I'm worried about him.
    Gwen Tennyson: I'm more worried about how some girl kicked Fourarm's butt.
    Ben Tennyson: Hey, heroes don't hit girls.
    Gwen Tennyson: Good to know. [punches him]
    Ben Tennyson: Ugh! [punches her back]
    Gwen Tennyson: Ow! I thought you said...
    Ben Tennyson: [darkly] I'm not in hero mode.
    Gwen Tennyson: You okay? Normally, slugging me in the arm would make you feel much better.
    Ben Tennyson: You know, maybe if I went Upgrade, I could merge into those machines he's hooked up to and see if I can make him better.
    Gwen Tennyson: Ben, that won't work.
    Ben Tennyson: Okay, then. What if I went Ghostfreak? I could meld with him or something. I don't know. I just want to help him, you know.

### Last Laugh [1.9]

    Zombozo: [to himself] Howdy, folks. Are you ready to laugh? Honey, you're gonna knock 'em dead. [laughs and sticks out unusually long tongue]
    [Ben backs up, bumping into Gwen]
    Gwen Tennyson: Hey.
    Ben Tennyson: [startled] Don't do that.
    Gwen Tennyson: What is you malfunction?
    Ben Tennyson: What do you mean?
    Gwen Tennyson: Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?
    Ben Tennyson: I'm not scared of anything.
    Grandpa Max: Come on, guys. The show's about to start.
    Gwen Tennyson: [to Ben] After you.
    Zombozo: Now don't tell me you're afraid of old Zombozo.
    Ben Tennyson: What do you want?
    Zombozo: Only what every clown worth his floppy shoes wants: to make people laugh, then drain their positive energy like a sponge in a pool party. Is that so wrong?
    Ben Tennyson: Is that the machine you use to suck the happiness out of your audience?
    Zombozo: I call it the Psyclown. Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger.
    Ben Tennyson: I want my cousin back!
    Zombozo: Cousin? Oh, didn't you hear? She ran away with the circus. [shows Gwen lying on the ground]
    Ben Tennyson: [gets up on his feet in anger and activates the Omnitrix] Oh, you're funny. But I'm gonna get the last laugh! [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. [punches Zombozo and turns invisible] Losing my family to some goofball emotional vampire. In other words... [punches Zombozo and turns invisible again] you're going down, clown.

### Lucky Girl [1.10]

    Gwen Tennyson: All I'm saying is that you didn't exactly stop that creep all by yourself today, okay? I helped save your sorry butt, but does anybody notice me?
    Ben Tennyson: Hey, being a hero is not about getting attention.
    Gwen Tennyson: Who's your hero? Uh, hello.
    Grandpa Max: I noticed you, Gwen.
    Gwen Tennyson: We're related, so that doesn't count.
    Ben Tennyson: Hey, no offense, but you threw a trash can at the guy. That doesn't exactly make you a hero, unlike me.
    Gwen Tennyson: Wake up! The only reason you're a big hero is because of that watch. If I found it instead of you, I'd be getting all the attention and all the cool souvenirs.
    Ben Tennyson: [goes through the box, picks out something, and offers it to Gwen] All right, here, take it.
    Gwen Tennyson: Really?
    Ben Tennyson: Yeah, I got tons of other stuff.
    Grandpa Max: Gwen, don't you have something you want to say to Ben?
    Gwen Tennyson: You know this doesn't change the fact that you're just plain lucky, but thanks.
    Ben Tennyson: You're welcome.
    Gwen Tennyson: I cross-referenced the Archamada Book of Spells with dark magical charms, and look. It's part of a set called the Charms of Bezel. This charm is luck. There are also charms for fire, levitation, reincarnation.
    Ben Tennyson: Whoa! Those are the charms Mr. Freak at the museum wore when XLR8 kicked his butt.
    Gwen Tennyson: That's why he wanted the Book of Spells. But it says all the Charms of Bezel must be used for the spells to be at their full power. Oh well, his loss is my gain.
    Grandpa Max: I'm afraid more like was. We need to turn that charm into the museum.
    Ben and Gwen: No fair! Not before I...
    Ben Tennyson: ...try it.
    Gwen Tennyson: ...use it again. The world needs someone with the power of Lucky Girl.
    Ben Tennyson: Newsflash. I'm the only one with powers.
    Gwen Tennyson: Well, you can make that "one" a "two" now.
    Ben Tennyson: All that stuff you did it's not you, it's that charm.
    Gwen Tennyson: It's not you either, it's that watch.
    Ben Tennyson: You're just jealous of me.
    Gwen Tennyson: Am not!
    Ben Tennyson: Are too! Times ten!
    Announcer: [on the radio] And in the news of the weird, reports are coming in that the city's famed haunted history mansion has come alive, trapping dozens of visitors inside.
    Ben and Gwen: Grandpa!
    Grandpa Max: On it.

### A Small Problem [1.11]

    Ben Tennyson: Six stories of twists and turns.
    Gwen Tennyson: Hurdling down a 200-foot plunge.
    Ben Tennyson: At speeds of over 25 mph.
    Gwen Tennyson: Then splash down in a turning 3,000-gallon wave pool!
    Ben and Gwen: [looking up at sign; at the same time] You've entered the Riptide Rapid Zone!
    Gwen Tennyson: [answers the phone] Hello?
    Grey Matter: Gwen, it's me.
    Gwen Tennyson: Ben? You're still Grey Matter?
    Grey Matter: Yeah, the watch still won't work.
    Gwen Tennyson: Where are you?
    Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West with a vertical angle at 45 degrees.
    Gwen Tennyson: Brainiac, how about a street?
    Grey Matter: Oh, yeah, it's Ripley.

### Side Effects [1.12]

    [Gwen pulls out some medicines]
    Gwen Tennyson: Cold tablets, decongestant, cough suppressant, hospital mask...
    Ben Tennyson: [wipes his nose] I don't need all that junk.
    Gwen Tennyson: They're not for you, dweeb! They're for me. Once a bug like that gets out, there's no stopping it.
    Ben Tennyson: Why don't you just lock me away in some closet somewhere until I'm better?
    Gwen Tennyson: [gasps] Can we, Grandpa? Pretty please!
    Grandpa Max: All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go. Chinatown's just down the block.
    Ben Tennyson: [coughs] Can I get a milkshake or something? Ugh, my throat is killing me.
    [Ben tries to activate the Omnitrix, but can't]
    Gwen Tennyson: I thought you turned Mr. Bug into a snow cone.
    Ben Tennyson: He must have thawed out. [still can't activate Omnitrix] Oh, man, we're on our own. Any ideas how to get rid of them?
    Gwen Tennyson: Ugh, not unless you got a six-foot candy bar to tempt them with.
    Ben Tennyson: Nope, but I have the next best thing. [Clancy grabs Grandpa Max] Come and get it! [is holding Grandpa Max's cold medicine; all the insects flock to it]
    Clancy: What's happening? Stop!
    Ben Tennyson: [tosses jar out the window] Fetch!
    [all the insects follow the jar; Clancy laughs nervously; Grandpa Max punches him out of the RV]
    Gwen Tennyson: Good. That guy was really starting to bug me.
    Grandpa Max: I'm calling the police. I'll be right back.
    Gwen Tennyson: [sneezes] Oh, no.
    Ben Tennyson: Hey, what do you know? Everything really did work out after all.

### Secrets [1.13]

    Gwen Tennyson: [after her laptop shuts down] Hey, what gives?!
    Upgrade: [in a monotone voice] Sorry, you are a loser. [regular voice] And always will be.
    Gwen Tennyson: Aah! Ben, get out of my computer!
    Upgrade: What? I'm just entertaining myself.
    Gwen Tennyson: 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 Tennyson: Doofus! Knock it off!
    Grandpa Max: Ben, now it's not the time to go alien. Do you understand?
    Upgrade: I was just fooling around. [reverts back to Ben]
    Grandpa Max: We can't afford to attract attention right now.
    Upgrade: What kind of attention could I attract in here? [Omnitrix times out]
    Grandpa Max: Never mind, Ben.
    [Ben and Gwen exchange curious looks]
    [Vilgax prepares to remove Ben's arm, but stops when he hears honking; the RV comes crashing through the wall and hits Vilgax; Grandpa Max climbs out carrying his weapon]
    Alarm Voice: Warning. Hull breach. Power surge.
    Grandpa Max: Claws off my grandson, Vilgax!
    Ben Tennyson: Grandpa?
    Vilgax: Tennyson. [Grandpa Max hits Vilgax with an energy blast]
    Ben Tennyson: Grandpa? [about Vilgax] You know this guy?
    Grandpa Max: It's a long story.
    [the cylinder extracting power from the Omnitrix begins to spark; Ben starts transforming into aliens at random]
    XLR8: Hey
    Diamondhead: What's going-
    Wildmutt: [roars]
    Grandpa Max: The power surge must have affected the watch.
    [Wildmutt transforms into Forearms and breaks free of his restraints]
    Gwen Tennyson: Look out!
    [robot drones start attacking them]