# Ben 10 (2005) (season 3)

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The following is a list of quotes from the third season of the 2005 series Ben 10.

## Season 3
### Midnight Madness [3.1]

    Gwen Tennyson: 500 stores, 72 restaurants, 48 movie screens, an indoor roller coaster,...
    Ben Tennyson: We could just spend the whole summer here! This mall has everything!
    [an alarm sounds]
    Officer: Halt in the name of mall security!
    Grandpa Max: Including their own police force.
    [Ben tries to hypnotize Gwen]
    Ben Tennyson: Your eyelids are feeling heavy, you are falling into a deep sleep.
    Grandpa Max: Hey, Ben, what are you doing back there?
    Ben Tennyson: Uh, nothing. [to Gwen] You are now completely under my power.
    Gwen Tennyson: Yes, master. Your wish is my command.
    Ben Tennyson: Whoa, cool, it worked! Now, get me some ice cream.
    Gwen Tennyson: Yes, master.
    [Gwen goes to get ice cream]
    Ben Tennyson: Now, give it to me.
    Gwen Tennyson: Yes, master.
    [puts the ice cream on Ben's head]
    Ben Tennyson: Hey!
    Gwen Tennyson: Psyche! You want anything else, "master?"
    Ben Tennyson: [annoyed] Just a different cousin.
    [Gwen laughs]

### Ben 10,000 [3.2]

    Gwen Tennyson: I had his party totally wired.
    Ben Tennyson: You chose his birthday wish?
    Gwen Tennyson: And how is he supposed to make one without a cake, that you were supposed to get?
    Ben Tennyson: Uh, excuse me. Full-time hero here. When do I have time to go get some dumb old cake? You were supposed to do it. Anyway, it's no big deal.
    Gwen Tennyson: For Grandpa it is.
    Ben Tennyson: Fine! Play you to see who goes. Rock, paper, scissors; on three!
    Gwen Tennyson: You are so on! You always lose.
    Ben Tennyson: Whoa. You're me, right? And it looks like I"m new and improved! This is so cool! That I'm so cool! Did you say headquarters? I have my own headquarters!
    Future XLR8: I don't have time for this. [Ben stops him]
    Ben Tennyson: So, when can you catch fill me up on my other 9,990 other alien heroes?
    Future XLR8: Hmm. How about...NEVER! [runs off]
    Both Gwens: [to Ben] You could lose the attitude, you know!
    Gwen Tennyson: Wait a minute, you're... me? Gwen?
    Future Gwendolyn Tennyson: Actually, I've been going by Gwendolyn since college.
    Gwen Tennyson: College? Ivy League? Do I have a masters?
    Gwendolyn Tennyson: Look, I didn't bring you here to find out about your future. I came back to bring Ben.
    Gwen Tennyson: So, why nab me?
    Future Gwendolyn Tennyson: I remembered Ben's listening skills sorta stunk. Grabbing you was the only way I knew he'd come.
    Gwen Tennyson: So time travel is no big deal now?
    Future Gwendolyn Tennyson: You just need to know the right spell to create the right kind of portal.
    Gwen Tennyson: I know magic? How wicked is that? What else do I know how to do? Did I ever get my black belt?
    Ben Tennyson: Hello! Forget you! This is about me!
    Future Gwendolyn Tennyson: He's right.
    Gwen Tennyson: Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time.
    Future Gwendolyn Tennyson: Ben 10,000 needs his help.
    Ben Tennyson: I seem pretty tough. What could a cool Superhero like me need anyway?
    Future Gwendolyn Tennyson: Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even he can't solve alone.

### A Change of Face [3.3]

    Charmcaster: [in Gwen's body] What's she doing here?
    Ben Tennyson: She says you're not you and she's not herself, but that you're each other. At least, that's what I think she's saying.
    Grandpa Max: Gwen, is this true?
    Gwen Tennyson: [in Charmcaster's body] She's not Gwen!
    Charmcaster: [in Gwen's body] Who are you guys going to believe, this liar or your own eyes?
    Gwen Tennyson: [in Charmcaster's body] All right. If you're Gwen, then you should know the name of the teddy bear Ben sleeps with?
    Ben Tennyson: Hey, Furry Freddy has his own bed! It just happens to be next to mine!
    Gwen Tennyson: [in Charmcaster's body] You just gave her the answer, you dweeb! Did your parents send you to doofus school or were you born like this?
    Ben Tennyson: Gwen? It really is you!
    Gwen Tennyson: [in Charmcaster's body] Duh, that's what I've been saying.
    Ben Tennyson: [in Gwen's body] Hurry up and go Fourarms!
    [Gwen (in Ben's body) transforms into Cannonbolt]
    Cannonbolt: [Gwen's voice] Whoa, this is kind of cool!
    Ben Tennyson: [in Gwen's body] I said Fourarms, not Cannonbolt!
    Cannonbolt: [Gwen's voice] Give it a rest, doofus. It's not like you're much better at working this thing than I am.
    Ben Tennyson: [in Gwen's body] All right, all right! Just get me out of this thing!

### Merry Christmas [3.4]

    Grey Matter: What's that doing in the middle of the desert?
    Gwen Tennyson: Grandpa, can we check it out? Please?
    Grandpa Max: Sure, don't sweat it.
    [Grandpa laughs while Grey Matter and Gwen glare at him]
    Grandpa Max: Uh, sorry, just couldn't help myself.
    Mr. Jingles: Without my perfect toys, what will Santa do?
    Grandpa Max: Christmas isn't about giving the perfect toy. It's about the spirit in which we give. Isn't that right, kids?
    Ben Tennyson: Yeah. But I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa? [Gwen pushes him to the ground]

### Benwolf [3.5]

    Ben Tennyson: Kai seems bummed. Maybe I could cheer her up.
    Gwen Tennyson: Since when do you care about what girls care a....bout? [smiles wickedly] Unless you like her!
    Ben Tennyson: What?
    Gwen Tennyson: That's it! Like, you so, like, like her.
    Ben Tennyson: No way!
    Gwen Tennyson: [sing-song voice] Ben's got a crush, Ben's got a crush!
    Ben Tennyson: So not!
    Gwen Tennyson: So do!
    Ben Tennyson: But if you're hanging around Kai or something, could you do me a favor?
    Gwen Tennyson: What?
    Ben Tennyson: Sort of let it slip how cool I am, you know, that you're lucky to have me for a cousin.
    Gwen Tennyson: So, basically, you want me to totally lie?
    Ben Tennyson: Well, when you put it that way - SURE!
    Benwolf: [blown back by the Yenaldooshi's roar] Guess its bark is worse than its bite.
    Benwolf:Going XLR-Wolf! [suddenly realizes] Wait... It's not on my wrist!
    Ben Tennyson: It's a long summer. Maybe I'll see you again.
    Kai Green: The thing is, Ben, you seem like a nice guy, but you're just not my type.
    Ben Tennyson: Huh? I thought you really liked me.
    Kai Green: Well, that was before you turned back into, well, you.
    Ben Tennyson: What's wrong with...me?
    Kai Green: Nothing. And 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 Tennyson: Train him? Tame him?! He's a person, not a pet! You can't talk to my cousin like that!
    Ben Tennyson: Thanks.
    Gwen Tennyson: Only I can talk to my cousin like that! You just blew it big time!
    Kai Green: Oh, well. Whatever.

### Game Over [3.6]

    [Ben and Gwen realizes that the Omnitrix don't work inside the game]
    Gwen: That's right! Now how can we get out of here?!
    Ben: Come on, Brainiac, I played this game a hundred of times, nothing can surprise me [a giant robot-sumo crush him and sends Gwen flying]
    Gwen: [falls backwards] Ben!

### Super Alien Hero Buddy Adventures [3.7]

    Abel North: That Doesn't Prove Anything!
    Tim Dean: Even Those Weak Villains On Your Old Show Could've Pulled Off A Better Frame Job.
    Ben Tennyson: [Walks up To Them, enraged] Ha! You Wanna Talk About Lame, Old Villains? Bowling Ball Bandit?! Kitty Litterer?! That Furball Doesn't Even "Meow" Right!
    Tim Dean: [Enraged] That's IT! [Tries To Tackle Abel in rage, But Five Guards Capture Them Both]
    Ben Tennyson: Nice Going, Gwen. [Shows Gwen The Guards Stopping Abel North And Tim Dean] You Could've Put That Slimeball Animator Away For Good, If You Hadn't Opened Your Big Mouth.
    Gwen Tennyson: Didn't North Say He Handled All His Special Effects, [Ben Gets Surprised] INCLUDING Explosives?

### Under Wraps [3.8]

    Ben Tennyson: Grandpa, what gives?
    Grandpa Max: What gives is that I ran out of water in the shower... again. It's your job to keep the tank full, Ben.
    Ben Tennyson: I will, just later.
    Gwen Tennyson: Sure. The same way you're "going" to make your bed or take out the trash.
    Grandpa Max: Well, you're a fine one to talk, young lady. You think those dirty dishes are just gonna wash themselves?
    Gwen Tennyson: But it's summer vacation, Grandpa.
    Ben Tennyson: Yeah, if we wanted to do chores, we could have just stayed at home.
    Todd Maplewood: [milking a cow] Just squeeze and pull. Squeeze and pull.
    Ben Tennyson: Don't they have machines for this?
    Todd Maplewood: Ma doesn't believe in them. Says they spook the cows.
    Ben Tennyson: Isn't there something else we could do?
    Todd Maplewood: Well, the manure needs to be shoveled.
    Ben & Gwen: Milking!
    Grandpa Max: [as Ben's Omnitrix starts scanning the mummy's DNA] The Omnitrix, it's sampling the mummy's alien DNA! Ben, go alien before you begin to mutate! It's your only hope!
    Ben Tennyson: Time to fight mummy with mummy! [turns into Upgrade by mistake]
    Upgrade: Upgrade? Oh, man!

### The Unnaturals [3.9]

    Grandpa Max: Hey, Ben, check it out. Your hometown baseball team, The Cannons, are in the finals of the Little League World Series.
    Ben Tennyson: No way! I was supposed to be on that team.
    Gwen Tennyson: Yeah, if only you could hit or throw or run...
    Ben Tennyson: Think we could go, Grandpa?
    Gwen Tennyson: ...Or catch or slide. Stop me if I'm leaving anything out.
    Ben Tennyson: How did you two jer...guys make the team anyways?
    Cash Murray: Talent. 100% pure talent.
    J.T.: And four other guys got chicken pox. [Cash elbows him] Oh!
    Ben Tennyson: Aw, man! That means I would have made the team, too.
    Gwen Tennyson: [scoffs] Yeah - by default.

### Monster Weather [3.10]

    Grandpa Max: This entire summer, we've gone where YOU wanted to go, Benjamin.
    Ben Tennyson: What about Aunt Vera's house? THAT wasn't my idea.
    Gwen Tennyson: And you ended up having a good time.
    Ben Tennyson: Yeah, okay, but...
    Grandpa Max: You know I've waited all summer to see Shag Carpeting.[holds up record album]
    Ben Tennyson: Those weirdos make Wildvine look normal. Besides, who listens to records anymore anyway?
    Grandpa Max: That's not the point.
    Ben Tennyson: No, the point is: what's more important - getting a new digi downloader some sea alien trashed that I kicked butt on or staying here just because YOU say so?
    Ben & Max: [both to Gwen] Gwen, explain it to him. [back at each other] You just don't get it!
    Ben Tennyson: Guess I don't need to take a bath for a month.
    Grandpa Max: Good job, Ben.
    Ben Tennyson: [he moves his face to remove the water from his body] No problem. So, this means we can go to the Sumo Slammer Convention now?
    Grandpa Max: Sorry. One has nothing to do with the other.
    Ben Tennyson: But I went XLR8 to save the day!
    Grandpa Max: As a matter of fact, I was wondering about that. You just happened to be him when that cloud monster appeared?
    Ben Tennyson: Uh, yeah. Why?
    Grandpa Max: Well, just that XLR8 could have zipped off to that convention without Gwen or me ever realizing you were gone.
    Ben Tennyson: Oh, you think you know everything!

### The Return [3.11]

    Ben Tennyson: Those cons picked the wrong bridge at the wrong time.
    Grandpa Max: Ben, this time we need to figure out our plan before you go charging off.
    Gwen Tennyson: Grandpa's right.
    Ben Tennyson: Okay, here's the plan: you guys sit back and enjoy the hero show.
    Grandpa Max: Ben. Gwen and I can help.
    Ben Tennyson: Heh-haa, that's funny, Grandpa. I'm outta here.
    XLR8: The Master?" Who's the...Wait a minute, I know this place.
    Viktor: Yes, it is where you believe you destroyed my Master. You were wrong!
    [XLR8 gasps]
    Zs'Skayr: I live!
    XLR8: Ghostfreak?!
    Viktor: Master, all is prepared...
    XLR8: How can this be? I saw him fry! [XLR8 changes back to Ben again]
    Zs'Skayr: You and I have a score to settle, Ben Tennyson!
    [Ben stares with fear, episode ends]

### Be Afraid of the Dark [3.12]

    Grey Matter: Yo, Earth to Grandpa! Come in, Grandpa!
    Grandpa Max: Ben?
    Gwen Tennyson: If you're checking up on us, don't bother! We're totally handling things up here. We don't need your help.
    Grey Matter: Wrong! When you hear what I'm about to say, you're gonna wish you had my alien muscle with you.
    Gwen Tennyson: Since when is Grey Matter muscle?
    Zs'Skayr: Now, how shall I dispose of you three?
    Gwen Tennyson: [overacted] Oh, whatever you do, don't toss us out into space!
    Zs'Skayr: Excellent idea! Remove the suits!
    Ben Tennyson: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?
    Gwen: I can handle this. Appendega Regorria.
    Zs'Skayr: You've learned some new tricks since we last met, child.
    Ben Tennyson: She's not the only one. [transforms into his new alien: Frankenstrike]
    Frankenstrike: Electromagnetic body? Sweet.
    Gwen: Let's see. Reanima Flordetica. Okay. How about Reanimina Dynamica?

### The Visitor [3.13]

    Xylene: Rumors are swirling that there's some new DNA weapon out there. Sure you won't change your mind and come with me?
    Grandpa Max: Tempting, but until I bring Vilgax down, I have a job to do here - but we'll always have Roswell.
    Diamondhead: Well, if I'm such a mess-up, then why'd you send the watch to ME in the first place?
    Xylene: I didn't send YOU the Omnitrix. You FOUND the Omnitrix before it reached its intended recipient.
    Diamondhead: What?
    Xylene: The pod containing it veered slightly off its intended course.
    Diamondhead: I got the watch by mistake?
    Xylene: Of course. You didn't believe that I would purposely send the most powerful device in the universe to a child, did you? I was sending it to Max.