# Ben 10: Alien Force (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 first season Ben 10: Alien Force.

## Ben 10 Returns
### Part 1 [1.01]

    [Ben is sleeping when Gwen returns, causing him to wake up.]
    Gwen: Well, that's attractive.
    Ben: [Stands up and wipes his mouth] What? I'm awake. What?
    Gwen: You needed help?
    Ben: I need advice. [Holds up the Omnitrix]
    [Gwen traps the fish-like alien in a pink energy rope]
    Ben: You're getting really good at that stuff.
    Gwen: Thanks.
    Ben: [Threatening the alien in a fishbowl helmet] I want some answers right now, otherwise–
    Magister Labrid: Yeah?
    Ben: I dunno. I'll overfeed you?
    Magister Labrid: Do I look like somebody to joke with?
    Swampfire: I forgot how much fun this is. [Forever Knights fire at him] That tickles! [His arm falls off] Hey! [His arm reattaches back] You guys are in so much trouble. [Defeats two Forever Knights, then Kevin appears]
    Kevin: Hey, Tennyson!
    Swampfire: What do you want?
    Kevin: Let's see, you trapped me in the Null Void all these years.
    Swampfire: You did that to yourself!
    Kevin: And you ruined my deal today. I'm thinking I want revenge. The good news is, since I can absorb anything, [Absorbs metal from train track] I've got more than enough power to take it.
    Swampfire: [Shocked at Kevin's new ability] That's new.
    [Kevin wakes up to see Swampfire, Gwen, and Labrid standing before him, causing him to glare at them. Swampfire transforms back into Ben. Kevin looks down and sees energy cuffs on his arms. He tries to break free, but is unsuccessful.]
    Magister Labrid: Energy cuffs. You can't escape. Ain't nothing there to absorb.
    Ben: [To Gwen] You still got some of that stuff in your hair.
    [Gwen runs her fingers through the right side of her hair.]
    Kevin: Other side.
    [Gwen touches the left side of her hair and feels the goop.]
    Gwen: [Disgusted by the goop on the left side of her hair] Eww!
    Magister Labrid: Time we had a talk, tough guy. [Opens the bottom of the laser lance to reveal the ether-point energy cell] These weapons run on ether-point energy cells. A dangerous technology way too advanced for humans. [Closes the bottom of the laser lance] They shouldn't even be on this planet.
    Kevin: So? How's that my problem?
    Ben: While we were fighting, the Forever Knights got away with a crate full of them.
    Magister Labrid: You set up the deal. You're going to tell me where they are.
    Gwen: [Puts her hand on Kevin's shoulder] Kevin, people could be hurt.
    [Realizing that Gwen is right, Kevin softens.]
    Magister Labrid: You're in a lot of trouble, son. I'm giving you a chance to help yourself here.
    Kevin: You don't have to convince me. [Stands up] Those guys ran off before I got paid. I'm happy to help find those deadbeats.
    Gwen: Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. It's a wonder that all that weird food didn't kill him.
    Ben: [Enraged] He's not dead! Stop making jokes about him!
    Kevin: [Stops the car in rage, then points at Ben in rage] Don't talk to her like that.
    Ben: I'll talk to her any way I– [Softens, realizing that Kevin is right] You're right. I'm sorry, Gwen.
    Gwen: I know you're worried about Grandpa.
    Ben: I just wish he were here. He would know what to do. He always knows what to do.
    Magister Labrid: Well, he ain't. You're the one with the Omnitrix. You're going to have to figure out how to get things done on your own.
    [Realizing that Labrid is right, Ben becomes determined. Kevin resumes driving.]

### Part 2 [1.02]

    Forever Knight: Hands on your head.
    Kevin: Make me.
    Ben: Whoops!
    Ben (as Echo Echo): Echo Echo! (to mechanized dragon) Got you, got you, got you!
    Forever Knight: Oh, you're not gonna--
    Kevin: Yeah, I am.
    Magister Labrid (panicked, to a Forever Knight attempting to use a broken space gun): Don't do it! It's busted. (to Kevin) Hit the deck!
    Magister Labrid: That's why Level 5 technology is illegal on Earth. Humans aren't ready for it.
    Kevin: I owe you one.
    Magister Labrid: Yeah. You do.
    Echo Echo (while trying to capture the mechanized dragon): Got you, got you, got you. Don't got you.
    Kevin (to Ben, after Echo Echo's sonic attack at the dragon): You could warn somebody when you're gonna do that.
    Gwen (to Ben): Seriously, I got earplugs in my purse.
    Echo Echo: Sorry.
    Magister Labrid: That's all of them. (to Ben) If you wouldn't mind.
    Echo Echo (to Labrid): Hey, are you okay? There's-- (transforms back to Ben) water leaking out of your suit.
    Labrid: That's not water.
    Kevin (to Labrid): You alright man.
    Labrid (to Ben): Listen to me--
    Kevin: I've got a tire patch in the car, maybe we could--
    Labrid: No time for that. There's nothing anyone can do.
    Gwen: Let us help you.
    Labrid: If you want to help me, finish the job. You have to find out where the Level 5 tech is coming from.
    Ben: I will.
    Labrid: That's just the tip of the iceberg, kid. (weakly) Your grandpa was on the trail of something big: an alien conspiracy with Earth in the middle. He was working undercover. If you crack this case, maybe you can find Max and save your planet.
    Ben (sadly): I can't do it without Grandpa. I don't know how.
    Labrid: You, you are Ben Tennyson. You can do anything. [dries out completely and passes away]
    Gwen: No.
    Ben (to Gwen and Kevin): I'm gonna need help.
    Gwen: You know I'm here for you.
    Ben: Kevin, there's no money in this, but--
    Kevin (seriously): I'm in.
    [Ben and Kevin are in Kevin's car. Gwen is floating in front of them with a laser lance spinning around in front of her.]
    Ben: Are you sure this is going to work?
    Gwen: No. I've never done something like this before. But in theory, I should be able to trace the vibrations from this laser lance back to the people who used to own it.
    Ben: I thought I destroyed all of those things.
    Kevin: I kept one as a souvenir. Lucky, huh? [Ben frowns at him]
    [The laser lance stops spinning, turns pink, and points in the right direction.]
    Gwen: Hey, it's working. Follow me!
    [Gwen floats off, with Ben and Kevin following behind.]
    Kevin: [Bored] I'll follow you anywhere.
    [The car starts going off-road.]
    Kevin: [Angrily] Except there! Come on, Gwen! Paint job!
    [Ben turns into Humungousaur]
    Humungousaur: HUMUNGOUSAUR! Yes! (To the DNAliens) Guess what time it is? It's hero time! (Humungousaur battles the DNAliens)
    Kevin: (Referring to the Highbreed) Did he hurt you?
    Gwen: No.
    Kevin: Well, I'm going to hurt him! (Lifted his metallic fists and gets ready to fight)
    Humungousaur: He's too strong. I'll hold on, you guys get outside.
    Gwen: I'm not going to let you fight that thing by yourself!
    Humungousaur: No time to argue! Kevin, get her out!
    Kevin: You heard the man.
    Gwen: Let me go!
    Kevin: As soon as we're off the ship!
    Highbreed: (To Humungousaur) You've ruined everything by discovering this location. You've sent our plans back months. Inferior scum, I have to move my ship and find a new hiding place. I'll have to sterilize the area!
    Humungousaur: Huh? Sterilize?
    Highbreed: Destroy all life within 5 miles of here! No witnesses will live to tell the tale.
    Humungousaur: (Angered) You can't!
    Highbreed: (Grabs Humungousaur by the neck) I can and I will!

### Everybody Talks About The Weather [1.03]

    Ben: (riding in Kevin's car) Can't this thing go any faster?
    Kevin: (driving through a 25-MPH speed zone) Yes.
    Ben : We're still going the same speed.
    Kevin: It's called the speed limit. Fastest we're going tonight.
    Ben: But you said-
    Kevin: I said "could", not "would".
    Ben: My mom's going to kill me if i'm late getting home again.
    Kevin: Huh, if she grounds you, it'll be just me and Gwen. Tough break.
    Gwen: You think i'd go with you if Ben wasn't here?
    Kevin: Yeah. I got roguish charm.
    (beeping noise)
    Gwen: Phone call for Mr. Rogueish charm.
    Kevin: Not me. I don't have a cell.
    Gwen: Then it's probably 1 of your many girlfriends. (Gwen reaches into Kevin's coat pocket and takes out his Plumbers badge)
    Gwen: Grandpa Max doesn't have anything to do with this, does he?
    Kevin: Nope.
    Gwen: So that badge belongs to the Heatblast guy. Where do you think he got it?
    Kevin: He doesn't act like a Plumber. He's probably just a Plumber's kid.
    Gwen: Why would a policeman give his son a badge?
    Kevin: To keep real Plumbers from arresting them for interplanetary trespass. A badge is better than a passport.
    Gwen: I'm not following.
    Kevin Levin: Heatblast Jr. is probably part human. Human's with alien ancestors are actually pretty common. Most of them have superpowers.
    Gwen: Common?
    Kevin: Well, yeah. That's what you are. You get your powers through your grandpa. I thought you knew.
    Gwen: (scoffs) I get my powers from magic talismans and books.
    Kevin: (laughs) Yeah right. Magic.

### Kevin's Big Score [1.04]

    Gwen Tennyson: [chuckles at a photo] Hey, Ben. Look. [shows Ben the photo of them as kids and Grandpa Max with the Rust Bucket being towed in the background while Ben is picking his nose, annoying his cousin] It's us in front of the old Rust Bucket.
    Ben Tennyson: [laughs] That's so like Grandpa Max to lose one dumper, then run out and find another. That whole summer was incredible. Remember, Gwen? Hero time, all the time. Kevin was still a bad guy.
    Kevin Levin: Let it go, Tennyson. I know you're here to keep an eye on me.
    Ben Tennyson: (Gwen appears) He got away.
    Gwen Tennyson: Cool. I mean, oh, no!
    Ben Tennyson: How could I let my guard down? He's a liar and a thief.
    Gwen Tennyson: That was the old Kevin. He's different now. And we're different too. (pulls out handkerchief) I can track him from this.
    Ben Tennyson: You kept his sweaty handkerchief?
    (Her eyes glow pink and the handkerchief glows with a pink aura)
    Gwen Tennyson: Got him!
    Kevin Levin: Now, I know this looks bad.
    Ben Tennyson: Bad? Bad?! If you don't get the Rust Bucket back, I'll show you bad!
    Kevin Levin: Doubt it.
    Ben Tennyson: What happens when this is all over and Grandpa comes home? Where's he gonna live then?
    Gwen Tennyson: Do I have to separate you two?
    Ben Tennyson: He stole Grandpa's home. What kind of jerk steals an old man's home?
    Gwen Tennyson: One with a good reason. Right?
    Kevin Levin: Yeah, this is important.
    Ben Tennyson: Important to you.
    [Ben kicks down a pile of tires]
    Ben Tennyson: We're supposed to be keeping the planet safe from an alien invasion, and we can't keep a motor home from being stolen?
    Kevin Levin: Drop it. (starts to walk away)
    Ben Tennyson: (blocking his way) Don't walk away from me!
    Kevin Levin: Is this where you turn into an alien and try to kick my butt?
    Ben Tennyson: I'm considering it.
    Vulkanus: Kevin Levin. I can't decide whether to trade with you or tear you to pieces. Remember that counterfeit-isotope scam a few years back?
    Kevin Levin: Yeah. Sorry about that.
    Vulkanus: You left me holding the bag, and at the mercy of the Plumbers. I escaped, but now I'm stuck on Earth swapping level-3 tech to get by, thanks to you.
    Kevin Levin: Ancient history. I'm here to make a deal.
    Vulkanus: [Stands up] I have the Plumber gadget you want. [Shows Kevin the holo-viewer] What do you give me for it?
    Kevin Levin: Look, completely straight, I had this stash of Plumber's technology, but I lost it.
    Vulkanus: You want to owe me?
    Kevin Levin: Tell me what I have to do to get.
    [Vulkanus holds out his hand, but when Kevin is about to shake it, he grabs his whole arm.]
    Kevin Levin: Huh?
    Vulkanus: Kneel.
    [Vulkanus squeezes Kevin's hand hard, causing Kevin to groan in pain. Kevin drops to his knees while holding his hand. A machine rises from the floor. A piece of Taydenite rises from the machine and wraps two appendages around Kevin's hand, slowly pulling him in and forcing him to touch the crystal and absorb it.]
    Vulkanus: First, you're going to pay me back for the double-cross.
    Kevin Levin: [As his whole body starts turning into Taydenite] I can't– stop– absorbing!
    Vulkanus: Because I don't want you to. You're recursibly absorbing a piece of Taydenite, the rarest most precious living gem in the entire galaxy.
    [The Pickaxe Aliens slide Kevin backwards. Two large cuffs rise from the floor and hold Kevin in place as the crystals on his back start growing.]
    Vulkanus: This is the only piece of Taydenite in this spiral of the Milky Way. Or it was, until you came along.
    Kevin Levin: [With his face turning into Taydenite] You're garbage!
    [As the crystals on his back grow larger, Kevin screams in pain. The Pickaxe Aliens climb on Kevin's back.]
    Vulkanus: You owe me. I'm gonna take it out of your hide, then sell you all piece by piece.
    [The Pickaxe Aliens chip the Taydenite away from Kevin's back. The Taydenite fall into the mine carts.]
    Vulkanus: And I'm gonna do it forever.
    Kevin Levin: Do what you want to me, but Ben Tennyson gets that holo-viewer.
    [Vulkanus laughs, then flicks the holo-viewer away towards the wall.]
    Vulkanus: You're in a bad position to make demands.
    [Ben gets a message from Max]
    Max Tennyson: Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: You can't go it alone. By now, you're probably meeting some of the other Plumber's kids, but you have to find more. You need to put together a team.

### All That Glitters [1.05]

    Kevin Levin: (referring to Ben) Think we should be worried about him? He's been watching that thing for hours. (sips drink; looks at Gwen) Problem?
    Gwen Tennyson: Why haven't you asked me out?
    Kevin Levin: What?
    Gwen Tennyson: You heard me. We spend all of our time together, and you obviously like me.
    (Kevin laughs)
    Gwen Tennyson: You do. I see you mooning at me when you think I'm not looking.
    Kevin Levin: Mooning?
    Gwen Tennyson: And I like YOU - most of the time - so I'm asking you again.
    Kevin Levin: See? That's the problem. You're asking me. A guy does the asking.
    Gwen Tennyson: Yeah? When?
    Kevin Levin: Don't push me.
    Gwen Tennyson: (mimicking) "Don't push me."
    Ben Tennyson: Easy does it. I'm not the one you're mad at.
    Kevin Levin: Don't you think we should get to know him a little more?
    Ben Tennyson: What's there to know? He's got the powers, he's got the gear-
    Kevin Levin: He's got a sparkly trail when he flies?
    Michael Morningstar: (points at screen) I patched into the central Plumber's monitoring network. It's connected to everything: a global and interplanetary internet, earth-bound law inforcement frequencies, oh... and of course the badge communicator channel.
    Kevin Levin: Communicator channel?
    Michael Morningstar: Yeah, you did know the badges were communicators didn't you?
    [Kevin absorbs the doorknob, then sticks his finger into the keyhole to pick the lock.]
    Ben Tennyson: This is why you changed your mind about Mike going off with Gwen? So we could spy on him?
    Kevin Levin: Yep.
    Ben Tennyson: Well, stop!
    Kevin Levin: He ain't right, Ben. If you're not gonna check him out, I am.
    Ben Tennyson: You're doing the wrong thing, Kevin. The old Kevin thing. [Grabs Kevin's arm] Step away from the door.
    Kevin Levin: You really wanna fight me over some new guy? [Frees his arm from Ben's grip] That's how you're gonna build a team? [Opens the door] And they said I didn't learn anything in the Null Void.
    Ben Tennyson: Kevin–
    Trina: [arriving at the house] Is Mike home? [Ben and Kevin turn to see her walking up to them] He hasn't called me back since you and that new girl showed up.
    [Ben and Kevin exchange looks, then turn to Trina.]
    Kevin Levin: Uh, Trina, right? Yeah, Morningstar ain't here right now.
    [Trina tilts her head to look at the open door. Ben and Kevin exchange looks, then turn to Trina.]
    Kevin Levin: We're just picking up some stuff for him.
    Trina: [Comes up the stairs] Then you know where he is. Can you take me?
    Ben Tennyson: No. I mean, he's busy.
    Trina: I need to see him. Why won't he see me?
    [Kevin notices marks on Trina's arm.]
    Kevin Levin: Where did you get those marks on your arm?
    [Trina shrugs. Ben and Kevin turn away from Trina to keep her from hearing what they were saying.]
    Kevin Levin: I saw those same marks on that zombie girl that tried to tenderize me.
    Trina: I just wanna see Mike.
    [Ben and Kevin turn to Trina.]
    Kevin: Yeah. I'm getting that.
    [Ben and Kevin turn back to each other.]
    Kevin Levin: Call me crazy, but is it possible Morningstar's the one making these girls this way?
    [Trina approaches them.]
    Ben Tennyson: You're crazy.
    [Ben and Kevin turn to Trina.]
    Kevin Levin: 'Scuse us.
    [Ben and Kevin turn back to each other.]
    Kevin Levin: Look, it didn't really hit me till just now, but Gwen's been wearing her sleeves lower than usual. She was hiding something.
    [Ben looks at the marks on Trina's arms. As Ben turns back to Kevin, Trina walks past them and walks into the house.]
    Ben Tennyson: You're saying Gwen has marks like that on her arms?
    Kevin Levin: I didn't see them for sure, but it makes sense.
    Ben Tennyson: Come to think of it, Trina was all weak and wobbly when we first saw her on the highway.
    [Kevin nods.]
    Ben Tennyson: Gwen was the same way at the power plant. Gwen might've caught whatever bug is doing this.
    Kevin Levin: Yeah. And the bug's name is Mike Morningstar.
    Ben Tennyson: Fact is, you've been against Morningstar since the minute we met him.
    Kevin Levin: Yeah, but at first, it was just 'cause he's an arrogant, bragging rich kid.
    Ben Tennyson: Who Gwen likes more than she likes you.
    Kevin Levin: Yeah, some of that, but now Gwen's in trouble, and you're too stuck on following your grandpa's instructions to see it.
    Ben Tennyson: If Mike's turning those girls into creatures, why isn't Trina one?
    Kevin Levin: I don't know! Maybe it's like a vampire thing. Maybe it takes a while before they go all-zombie.
    Ben Tennyson: Are you listening to yourself? Mike's been helping us ever since we got here. Why did he fight them with us?
    Kevin Levin: Ah, but he didn't, remember? He told us not to hurt them. Then he accidentally blasted into the pipes and let them get away.
    Ben Tennyson: Even if you're right, we don't know where they went for dinner. How are we supposed to find her?
    Kevin Levin: Easy– we find him.

### Max Out [1.06]

    [Max enters a diner and sits down at a booth.]
    Old Woman: Like to hear about the special?
    Max: Just coffee.
    Old Woman: Don't get too many strangers here. What brings you to Santa Mira?
    Max: Great fishing. Great weather.
    Old Woman: Our fish are all farm-raised. And this is the rainy season.
    Max: [Takes off his fedora] I was misinformed.
    Old Woman: Here's your special. [Puts down a covered plate]
    Max: I didn't order that.
    Old Woman: It's on the house.
    [The old woman pulls up the cover, revealing a Xenocite inside that leaps at Max. Max easily swats away the Xenocite. The old woman grabs Max from behind, but he hits her with the back of his head.]
    Max: You're one strong lady. Or are you?
    [Max pulls off an ID mask on an old woman, transforming it into a DNAlien. Max pushes his legs against the table and kicks back, slamming the DNAlien into another table. The Xenocyte starts approaching Max, prompting him to grab and slam a coffee pot on it.]
    Max: I said just coffee.
    Kevin Levin: Uh, no. Or let me put it in another way, no.
    Ben Tennyson: Come on, Kevin, he's my cousin. He was supposed to be home from college 2 days ago.
    Kevin Levin: And you want me to waste my time driving my car looking for your cousin?
    Ben Tennyson: I know how it sounds. The police said to wait. I'm sure he's fine, but we just don't know where he is.
    Kevin Levin: Daytona Beach, Fort Lauderdale. He's a college student.
    Ben Tennyson: No. He called from the road and said his car broke down in some town called Santa Mira. We haven't heard anything since. His folks are worried.
    Kevin Levin: And I'm supposed to care, why?
    Gwen Tennyson: Because he's my brother.
    (everyone is silent for a moment)
    Kevin Levin: Get in.
    Kevin Levin: What? Ken? Your brother's name is Ken? Gwen and Ken Tennyson? What's your folks' names? Sven and Jen? I'm talking to you, Ben.
    Ben Tennyson: Yes, our names rhyme and you noticed. Good for you.
    Ben Tennyson: [reading the sign] "Welcome to Santa Mira."
    Kevin Levin: For a guy who's so cool, he sure picked a lame spot to have spring break.
    Gwen Tennyson: Ken IS totally cool. And he didn't pick where the awesome-mobile broke down.
    Kevin Levin: The "Awesome-mobile"?
    Ben Tennyson: His car... I told you he's cool.
    Kevin Levin: (sarcastic) Oh yeah, who could doubt it.
    Ben Tennyson: I say, we hit the garages in town. Find Ken's car, find Ken.
    Kevin Levin: Good idea. I mean, how many garages can this whole support? Five -- five garages. One-horse town, five garages?
    Ben Tennyson: Five garages so far. And if the Awesome-mobile isn't in this one, we'll have to keep… [spots Ken's car] Bingo!
    Kevin Levin: You found a bingo game?
    Ben Tennyson: I found his car.
    Kevin Levin: That's the Awesome-mobile? That thing makes the Rust Bucket look like a Ferrari!
    Moe: What are you doing in my garage?
    Shem: You want I should call the sheriff?
    Ben Tennyson: Yeah, you do that… [reads the name tag] Shem. I bet he'd be real interested to find out what happened to the kid who owns this car.
    Kevin Levin: [after thunder crashes and lightning flashes when the two workers are revealed to be DNAliens in disguise] Check it out. It's the DNA hillbillies.
    Ben Tennyson: [as his Omnitrix beeps] What is up with you?
    Omnitrix: Unknown DNA sample acquired.
    Ben Tennyson: [surprised] That's new.
    Gwen Tennyson: Ben, you want to look at this. [picks and holds up a torn piece of Grandpa Max's shirt]
    Ben Tennyson: [gasps] This is from his favorite shirt!
    Kevin Levin: Who's favorite shirt?
    Gwen Tennyson: Grandpa Max! (Grabs the DNAlien with her magic beam) Tell us who tied you up, now!
    DNAlien: (scared) Max Tennyson. He wanted to find some kid.
    Gwen Tennyson: Where is he?!
    DNAlien: (referring to Grandpa Max) I don't know. He cuffed me and left me here.
    Gwen Tennyson: Not him. He can take care of himself. The kid. Where is my brother?!
    DNAlien: H-hatchery.
    [The three come across Ken, who's nearly turned into a DNAlien]
    Kevin Levin: That's Ken? He's actually less cool than his car.
    Gwen Tennyson: We've got to help him.
    Ben Tennyson: He was fighting us. Whatever they did to him affected his mind.
    Ken: What this did to me, is… SET ME FREE!
    Grandpa Max: No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it would take out half a mile.
    Highbreed Commander: You wouldn't dare! You would be destroyed, and your offspring.
    Grandpa Max: Gwen, throw an energy field around you and your boys and... be a good girl.
    Ben Tennyson: (scared) Grandpa Max, no, please!
    Grandpa Max: Sorry, Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you... in all of you. (winks)
    Ben Tennyson: (desperately) Grandpa, NOOOOO!
    [Grandpa Max presses the button and everything blows up; Gwen covers the team with an energy dome]
    Kevin Levin: That was, pretty hardcore.
    Gwen Tennyson: He… he saved the whole world.
    Ben Tennyson: Yeah, he did. For now, but I don't think those things are giving up anytime soon!
    Gwen Tennyson: What are you saying?
    Ben Tennyson: I'm saying that it's up for someone to protect this planet. And like it or not... I think it's up to us.

### Pier Pressure [1.07]

    [Ben and Gwen are watching Julie play her tennis match in a tennis court against her opponent, Carol Smith; Julie waves at Ben before continuing her game and he smiles in surprise]
    Gwen Tennyson: See? She waved. She likes you, you should definitely ask her out.
    Ben Tennyson: No way, what if she finds out about the Omnitrix? I don't want her to think I'm weird.
    Gwen Tennyson: Ben, you are weird, but you're also funny and sensitive and well-mannered. Unlike some people I know. [annoyingly looks up at Kevin, sleeping on the court]
    [Julie whacks the ball, then Carol tries to whack it in return but misses, making Julie win, and the crowd cheers]
    Kevin Levin: [waking up; groggy] W-what'd I miss?
    Ben Tennyson: She won!
    Gwen Tennyson: Go ahead, Ben, now's your chance.
    [At Ben's house]
    Ben Tennyson: Great. My hair looks stupid, my shirt is wrinkled, and I have a zit the size of Kansas.
    Kevin Levin: Yeah? That's one big zit alright.
    Ben Tennyson: Ah! How did you get in here?!
    Kevin Levin: The usual way. Incidentally, you may wanna fix that hole I punched in your back door before your mother sees it.
    Ben Tennyson: You couldn't knock?
    Kevin Levin: I sorta did.
    Ben Tennyson: Has anyone told you you're a strange and dangerous person?
    Kevin Levin: Constantly...but enough about me. Gwen says that you need a favor.
    Ben Tennyson: Uh, yeah. See, I wanna go to the pier tonight with Julie.
    Kevin Levin: I bet you do.
    Ben Tennyson: And, since I don't have a car,
    Kevin Levin: Or a license.
    Ben Tennyson: Or a license. I was wondering if you could give us a ride.
    Kevin Levin: OK.
    Ben Tennyson: No jokes, no insults, no blackmail?
    Kevin Levin: Nope.
    Ben Tennyson: Wow, thanks. Wait. you're gonna wait til we're in the car and you're gonna make my life miserable, aren't you?
    Kevin Levin: [Smiles, then slams door] Knobs broken.
    Kevin Levin: Now remember, Benny Boy, your mother and I want you home by ten o'clock sharp or you can't go to the disco.
    Julie Yamamoto: Disco?
    Ben Tennyson: He watches a lot of reruns.
    Gwen Tennyson: Give him a break, Kevin.
    Kevin Levin: Gosh, pumpkin, what do you mean?
    Gwen Tennyson: You know exactly what I mean. At least when Ben likes a girl, he lets her know. He asks her out. Maturity. Isn't that a novel approach?
    Kevin Levin: Ben's got a girlfriend! Ben's got a girlfriend! (laughs)
    [Ben is walking when he bumps into the cotton candy vendor.]
    Cotton Candy Vendor: Kid, you and me got a date with my insurance adjuster.
    Ben Tennyson: Date? [Remembers his date with Julie] Aah! [Takes the blue and pink cotton candies, then gives the vendor his money] Look, here's my allowance. It's all I've got. [Runs off as the vendor smiles and shrugs]
    Julie Yamamoto: [talking on the phone with someone] And then he ran off, and I've been– [Notices Ben running towards her] Wait, he's coming back. Later. [Hangs up]
    Ben Tennyson: Sorry. You would not believe the line.
    Julie Yamamoto: Ben, there's nobody here.
    Ben Tennyson: Um, except at the concession stand, where they're doing huge business.
    Julie Yamamoto: I thought you'd stood me up.
    Ben Tennyson: Julie, I'd never, ever do that to you. [Holds out the cotton candies] Look, I got pink and blue. Your pick. [Julie takes the pink cotton candy; takes a bite out of the blue cotton candy and shows her his blue teeth while smiling at her and she giggles]
    [Jetray flies to where Ship has taken Julie.]
    Jetray: What have you done with Julie?
    [Julie comes out from behind Ship.]
    Julie Yamamoto: I'm here. And how do you know my name?
    [Jetray flies down and lands. Julie cowers.]
    Jetray: Julie, don't be scared. It's me. It's– Ben.
    Julie Yamamoto: You're a monster? [Approaches Jetray]
    Jetray: No. Well, yes. Actually, I'm, like, ten monsters.
    Julie Yamamoto: Cool.
    [Jetray transforms back into Ben.]
    Ben Tennyson: Cool?
    Baz-El: Yes, well as I was saying, before I lost consciousness I exuded this symbiote. The one you call 'Ship' — thank you — and sent it off to find the nearest Plumber.
    Julie Yamamoto: Because your sink is clogged?
    Humungousaur: No, the Plumbers are intergalactic police officers. (Julie gives him a weird look) ...I'll explain later. And that's why it came after me.
    Baz-El: Well, of course. Didn't you receive its distress signal?
    Humungousaur: You mean...the beeping?
    Baz-El: ...Yes, that beeping. (narrows eye) Don't you know how that works?!
    Humungousaur: Not so much, no.
    Baz-El: Really. Aren't you a Plumber?
    Ben Tennyson: I thought you were.
    Baz-El: (muttering) I'm going to spend the rest of my life here. (exasperated) Look is there anyone else I can talk with?!
    Humungousaur: Not really.
    Julie Yamamoto: That's why Ship tried to get your attention.
    [Humungousaur turns back to Ben]
    Ben Tennyson: Get my attention? He wrecked the pier, he kidnapped you.
    [Ben and Julie reattach the antenna to the ship.]
    Julie Yamamoto: There. Now it's on tight.
    Ben Tennyson: I, uh– I guess this is probably the worst date you've ever had, huh?
    Julie Yamamoto: No, not the worst. Just different. And being different is fine.
    [Ben and Julie smile at each other.]
    Ben Tennyson: Wait, what about this thing? (referring to Ship) Doesn’t he blorp back into your body or something?
    Baz-l: "Blorp." That’s not how it works.

### What Are Little Girls Made Of? [1.08]

    Ben Tennyson: [reading the carving on the tree] "Max plus Verdona?" [curious] Who's Verdona?
    Gwen Tennyson: [picks up the mysterious flower] Let's find her and ask. I should be able to track her from this.
    [Nightime; Ben, Gwen, and Kevin are sitting in Kevin's car]
    Kevin Levin: This is crazy. She didn't show yesterday and she's not gonna show tonight.
    Gwen Tennyson: Humor me.
    [Kevin sighs in annoyance. Ben repeatedly pushes the lock and unlock button on the door. He turns to see Kevin glaring at him. Ben opens his mouth as if to say something, but turns away. Ben pushes the lock and unlock button again.]
    Kevin Levin: [Annoyed] Do I look like I'm kidding, Tennyson?
    Gwen Tennyson: [Annoyed] You guys! I have to find a bathroom.
    Kevin Levin: Lots of trees around.
    Ben Tennyson: Real debonair, Kevin.
    Gwen Tennyson: [Gets out of Kevin's car] There's a gas station a couple miles back.
    Kevin Levin: I'll drive you.
    Gwen Tennyson: No. Keep watch. I'll be right back. [Closes the door and walks away]
    [Ben and Kevin continue sitting in the car. Ben repeatedly pushes the lock and unlock button on the door. Kevin gets so enraged that he grabs Ben and gets ready to attack him.]
    Ben Tennyson: [Points at Verdona approaching the tree] Look.
    [Kevin turns to see Verdona approaching the tree.]
    Verdona: (talking to Gwen) Did you say Max was your grandfather? [Hugs Gwen] Kiddo!
    Ben Tennyson: Um, he was my grandpa, too.
    Verdona: Really? Ooh. Can you project pure energy like your sister?
    Ben Tennyson: Cousin and no.
    Verdona: Shame. Gwendolyn, I'm Verdona. We'll talk again soon.
    Ben: Tennyson: I think we just met our grandmother.
    Gwen Tennyson: Dad, we need to talk.
    Frank Tennyson: In your room? I'm honored! When was the last time you let me in here?
    Gwen: I've been keeping a big secret from you: Magic powers.
    Frank Tennyson: (sarcastically) So you're what, some kind of wizard in training? Come on, Gwen. There's no such thing.
    Gwen: But, there's more. You ready?
    (Closes the drawer with her spellbooks in it, with a stream of bright pink glowing energy)
    Frank Tennyson: That's a big secret.
    Gwen Tennyson: I met Grandma Verdona today.
    Frank Tennyson: I was afraid this day might come, but you never showed any signs of having powers. Your mother and I thought we were in the clear.
    Gwen Tennyson: Magic runs in the family? I knew it!
    Frank Tennyson: Honey, there really is no such thing as magic. Your grandma's an alien.
    [Gwen is sitting on the roof.]
    Kevin Levin: [Joins Gwen] You would go up on the roof. Some of us can't fly, you know.
    Ben Tennyson: [Joins Gwen and Kevin] Dude, be supportive.
    Gwen Tennyson: This is not how I expected my day to go.
    Ben Tennyson: Still, it's pretty cool to find out about your powers, right? Grandma could teach you to do all that stuff she can do.
    Gwen Tennyson: I'd be gone for a long time, I guess.
    Kevin Levin: Maybe forever.
    Gwen Tennyson: I've always felt like an outsider, like I'm in the wrong place. But then, I think, oh, that's high school for you.
    Ben Tennyson: We'll miss you if you go.
    Gwen Tennyson: Really?
    Ben Tennyson: Sure, but we've been recruiting more and more Plumber kids, so we'd still have a pretty, powerful team.
    Gwen Tennyson: Oh.
    Ben Tennyson: When I was trying to decide whether to use my powers again, you told me it was my choice. That's all I'm saying. Anyway, maybe you owe it to yourself to try turning into a cosmic mana master.
    Gwen Tennyson: Maybe.
    Ben Tennyson: It's a once-in-a-lifetime opportunity.
    Gwen Tennyson: Kevin? Do you feel the same way?
    Kevin Levin: No. Why would you even think about it? I want you around. The whole thing's lame.
    [Gwen kisses Kevin on the cheek and leaves. As Gwen leaves, Kevin turns to watch her.]
    Kevin Levin: Lame! Lame! Lame!
    Ben Tennyson: Destroy?
    Kevin Levin: Her body?
    Gwen Tennyson: Destroy my body? You're not serious.
    Verdona: How do you know whether you like something if you don't try it?
    Ben Tennyson: Verdona, she said no.
    [Kevin lifts a boulder ready to smash Verdona with it, but then he pauses]
    Kevin Levin: Dude, I don't know if I could pound your grandma.
    Spidermonkey: That's okay. We're teaching her to mind her mana. [makes monkey-like laugh and Verdona laughs as well]
    Verdona: Good one, Ben.
    Kevin Levin: Was not.
    [Verdona frees herself from Spidermonkey's web trap, rises into the air, and starts absorbing all the mana of living things]
    Gwen Tennyson: She's drawing mana from millions of living things around her!
    Kevin Levin: The grass.
    Verdona: I'm really enjoying this!

### The Gauntlet [1.09]

    [While fighting a Techadon battle robot, Ben transforms into Goop for the first time]
    Gwen & Kevin: [disgusted] Eww!
    Goop: You know this is cool.
    Cash Murray: Whoops. Hey, J.T., looks like somebody had an accident.
    J.T.: Yeah. Look at that mess Cash. Need me to get you a sippy cup, Ben? Or maybe a diaper? (he and Cash both laugh)
    Cash Murray: [wipes the smoothie on his clothes as the other teens laugh at him; to Ben, angrily] Now look what you made me do!
    Ben Tennyson: [threateningly tries to activate the Omnitrix, but thought of other reasons] You know what? You two aren't even worth it.
    Cash Murray: Huh?
    Ben Tennyson: It's ridiculous. Could you at least try being original for a change? [grabs some napkins to wipe off the smoothie] You've been doing the same old bully routine since the second grade, Cash. It's tired. Spilling my drink, seriously? I can't believe I used to be afraid of you. Look around, Cash. We've all grown up. But you're still the same pathetic loser who has to torment others just to feel good about himself. You're just sad.
    [Cash and J.T. walk down a sidewalk while Cash kicks an empty soda can, angrily thinking about Ben standing up to him]
    J.T.: Man, he got you good, Cash. You should have seen your face when-when he said...
    Cash Murray: Nobody does that to you and me, J.T., ever! Tennyson is gonna pay! I'll get him back, then everybody will be laughing at him!
    J.T.: [looks around, then spots Kevin's car] Hey. It's Kevin's car!
    Cash Murray: Yeah? So?
    J.T.: So, if it was me, I'd go trash it. Leave Ben for later. You mess up Kevin's car, and everybody'll know you're bad, the baddest in town. They'll be talking about it for years.
    [Cash flashes a devious grin on his face, thinking it's a mischievous idea]
    Kevin Levin: (yelling at Cash and J.T.) Hey! What did you do to my car?!
    Cash Murray: (tells J.T.) Grab something!
    Gwen Tennyson: (puts hand on Kevin's shoulder) Kevin.
    Ben Tennyson: They won't get far. (turns on Omitrix)
    Gwen Tennyson: Don't, Ben!
    Ben Tennyson: I can fly after them. I'll find them.
    Gwen Tennyson: Then what? Give up your secret? Like you said, they're not worth it. Besides, they can't hide forever.
    Cash Murray: (wakes up with eyes glowing red, gets up, turns to J.T.; darkly) I said, it's mine.
    Kevin Levin: Knock-knock. (kicks open the door) Don't bother hiding. Your weasel friend already told me you were here.
    Cash Murray: (unseen) Levin? I don't have any beef with you.
    Kevin Levin: That's where we differ. You trashed my car.
    (Cash steps out from the shadows, revealing his right arm with alien technology grown over it)
    Kevin Levin: (smiling) Okay, that's a surprise.
    Cash Murray: Pretty cool, huh? I can also do this! (blasts a hole through the concrete wall) You were just about to leave, right?
    Kevin Levin: No. This is good. This is REALLY good.
    Cash Murray: What are you talking about?
    Kevin Levin: See, now that you're all jacked up, I don't have to hold back.
    Cash Murray: You guys thought I was so funny?! WHO'S LAUGHING NOW?!
    Ben Tennyson: [walks up to Cash, facing him] HEY! What is your problem?
    Cash Murray: You're my problem, Tennyson. But now I've got power. And no one can stop me, not even your friend, Kevin. That's right. I kicked Kevin Levin's butt. And you're next, Tennyson.
    Ben Tennyson: I'm not gonna fight you, Cash.
    Cash Murray: Well, then, this should be over pretty quick.
    J.T.: [showing up with Gwen] Cash! Look, this is messed up. We were supposed to be having fun. This ain't you, man.
    Cash Murray: You ratted me out! [tries to blast at J.T., but Gwen saves him]
    Gwen Tennyson: Nice friend you got there.
    Kevin Levin: [lonely] Hello? Anybody? Hello?

### Paradox [1.10]

    [The team arrive at the abandoned base of Los Soledad]
    Kevin Levin: You didn't need to come. Gwen and I could've handled this alone. It's nothing really.
    Ben Tennyson: It doesn't sound like nothing. Weird noises, unearthly lights, rumors of weird creatures out here.
    Kevin Levin: Yeah, the dudes I heard it from aren't totally reliable.
    Gwen Tennsyon: Isn't that like a big bad boy thing to do? Come out here to the ghost town to drag race.
    Kevin Levin: How should I know? I just know them from autoshop.
    [The Tennyson cousins spot a graffiti on the walls that reads: "Kevin Rules!"]
    Ben Tennyson: Grandpa Max said Los Soledad used to be a big military base back in the 50's. Some kind of research facility.
    Kevin Levin: Yeah, must've been some serious research. Check out these walls. Fifty years later and there's still no way in. [spots some large holes in the walls] No way! These weren't here.
    [They enter the base]
    Gwen Tennyson: Did anyone notice some of them are vaguely person-shaped?
    Ben Tennyson: Weird. Maybe something, I don't know, burned through the wall.
    Kevin Levin: Like what?
    Ben Tennyson: The same thing that burned these weird trails everywhere.
    [Zoom out to reveal burned ash trails everywhere]
    Gwen Tennyson: Look. [points to a skeleton of a bird on the ground]
    Ben Tennyson: This is a bird. [picks up a fossil skeleton of a lizard] And these are lizard bones. They're fossilized.
    Gwen Tennyson: And they're not the only thing. It's like someone turned this slate into sand just by standing on it.
    Gwen Tennyson: These films are really corroded. But it looks like this base was built for some kind of time experiment called, "Project Paradox."
    Kevin Levin: Who wouldn't pick the desert outside Bellwood to do top-secret research?
    Ben Tennyson: They built it here because of the huge quartz deposits.
    Kevin Levin: "Quartz time?" Maybe they were trying to build the world's biggest wristwatch.
    Ben Tennyson: His name's been censored. Whoever he was, his paradox theory was the basis of some kind of experimental tunnel through time.
    Kevin Levin: Looks like my place after that big party I threw last weekend.
    Gwen Tennyson: [spots a trail on the ground] Look, that thing's been here, too.
    Ben Tennyson: Only one trail. It either came in here and vanished.
    Gwen Tennyson: Or it was born here.
    Kevin Levin: Hey, it's that dork from the photo, the paradox guy.
    Gwen Tennyson: You haven't changed at all in 50 years.
    Professor Paradox: Oh, considerably more than that. Gumball?
    Swampfire: No, thanks. Who are you? What's your name?
    Professor Paradox: You just read my file. I was rather hoping you could tell me. It slipped my mind several hundred years ago.
    Gwen Tennyson: Those trails. They're not burned marks, they're age. The creature accelerates time!
    Professor Paradox: Very good!
    Kevin Levin: [charging at the trans-dimensional creature] Not so fast, ugly! [punches the creature, but it causes his hand to wrinkle and ages forward into an old man]
    Swampfire: [gasps] Kevin!
    Gwen Tennyson: Kevin!
    Ben Tennyson: [reverting back] Just touching that thing aged him, 60, 80 years? We've got to get him to a hospital.
    Old Kevin Levin: What are you doing? Get your hands off me.
    Gwen Tennyson: Come on, Kevin, we're going to get you some help.
    Old Kevin Levin: What do you mean, "help?" I'm gonna kick that thing's keister! [kicks his foot and his back spine pops] Oy!
    Gwen Tennyson: Are you okay?
    Old Kevin Levin: My back is killing me, my legs ache, and what's up with these shoes? Is it too much to ask for a little support?
    Gwen Tennyson: He's like a real irritable, short-tempered, crotchety old man.
    Old Kevin Levin: Why are you whispering?
    Ben Tennyson: In other words, aside from the male-pattern baldness, he's pretty much the same as always. Come on, old man. [Old Kevin inserts his car keys into something] I'll take those. [takes the keys out of his hand]
    Old Kevin Levin: What do you think you're doing?
    Ben Tennyson: Driving.
    Old Kevin Levin: Don't even think about it, you don't have a license.
    Ben Tennyson: Grandpa Max taught me, and it's an emergency. You're nearsighted, arthritic, your reflexes are shot, and you're trying to unlock a cactus.
    [Zoom out to reveal that Old Kevin was trying to unlock a cactus, mistaking it for his car]
    Old Kevin Levin: [sitting in the backseat; to Gwen] You should've gone out with me when I was young and handsome.
    Gwen Tennyson: You were too immature.
    Old Kevin Levin: What about now?
    Gwen Tennyson: Too old.
    Ben Tennyson: [backs up and accidentally bumps into some trash cans] Whoops!
    Old Kevin Levin: It's not a bumper car!
    Old Kevin Levin: [as the trans-dimensional creature touches his car; horrified] No! No! Not the car! Not the car!
    Old Kevin Levin: You are never driving my car again!
    [Parts from Kevin's car fall apart]
    Ben Tennyson: True.
    Professor Paradox: Where have you been? You were supposed to get here six seconds ago. Or this thing running fast?
    Ben Tennyson: Who are you anyway? What are you doing here?
    Gwen Tennyson: What is that creature?
    Old Kevin Levin: Can you fix my car?
    Professor Paradox: There's something different about you. Is it your hair?
    Old Kevin Levin: Yeah, I'm parting it down the middle now, and I also got real old!
    Professor Paradox: Don't talk to me about old. I walk in eternity.
    Old Kevin Levin: Well, you better start running ineternity, smart guy!
    Professor Paradox: I'll tell you my story in a way that you can understand. With a beginning, middle and end. We'll start in the middle. Los Solidad was built entirely because of my ingenious theory. A time tunnel utilizing properties which I discovered in quartz crystals. Which allows us access past and future events.
    Kevin Levin: Well for a genius it looks like you blew it.
    Professor Paradox: You don't know the half of it. So some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon. I must have spent 100,000 years there. I didn't age, or need to sleep or eat. Just exist.
    Kevin Levin: Heh, sounds pretty boring.
    Professor Paradox At first, I went mad of course, but after a few millennia, I got bored with that too, and went sane. Very Sane. I began to learn. I now have total understanding of the space/time continuum, allowing me to travel anywhere and anywhen I want. Within reason of course.

### Be-Knighted [1.11]

    Squire: The Dragon escaped. (The team is shocked) Ben we need you to help us.
    Ben: You're saying you want me to be a part of all this? Be a knight?
    Squire: Yes Ben. Join us in our most noble of causes.
    Ben: Do I get some of that cool armor?
    Gwen: What is it with you?
    Ben: What do you mean?
    Gwen: You see a bunch of old swords and axes and you're ready to jump in and be a knight in shining armor? There's still a lot we don't know.
    Ben: Like?
    Kevin: Like if there even is a dragon. I mean all they've got for proof are these things... (Tears a decor on wall) Sorry!
    (Ben turns into Humungousaur and pushes Connor and Squire to the side of their vehicle)
    Humungousaur: You know where the dragon's headed, don't you?
    Connor: [Laughs] If you're trying to scare us, it's going to take a lot more than a stripling with a fancy wristwatch right?
    Squire: Absolutely! We've taken a sacred oath! [Humungousaur grows a little bigger; frightened] 6200 Prospect Blvd. where the 12 and 408 freeways meet.
    Humungousaur: What?
    Squire: It's where the dragon's going.
    Connor: Squire!
    Squire: The Knights found a huge relic the same time they caught the dragon. They didn't know what it was or what it did so they hid it for safekeeping. They sent the relic to our lab to see if it had any technology they could use against the dragon. When it flew across the Atlantic, we figured it was connected to the relic somehow. [Humungousaur shrinks and reverts back to Ben] And that's all I know, I swear!
    Ben: That's fine, really. [gets in Kevin's car and drives off]
    Squire: Wait! I almost forgot. They think the relic's alien, but they haven't figured out what it does yet!
    Connor: Pathetic.
    Ben: [takes out an alien tech translator object from Kevin's car trunk] I knew I'd seen one of these before. What is it?
    Kevin: Galvan Universal Translator -- translates any language into any other, in real time. Pretty common alien tech.
    Ben: The dragon had something like this near its throat, but it looked busted.
    Gwen: Then all we have to do is replace the broken one with this one.
    Kevin: That's all, huh?
    Dragon: (After replacing old Galvan Universal Transmitter) Leave me alone, leave me alone!
    Gwen: You can talk.
    Dragon: Of course I can talk. Why wouldn't I be able to talk?
    Spidermonkey: Well, I-I thought you were a, um...
    Dragon: A what?
    Spidermonkey: A-a-a... a-a m-monster?
    Dragon: Yeah? Well, I thought you were a monkey.
    Spidermonkey: Oh I don't really look like THIS! (Reverted to Ben)
    Ben: See?
    Dragon: Sorry. All mammals look alike to me.
    Kevin: It's not just you. Ben does sort of favor a monkey. Smells like one too.
    Ben: OK enough with that.

### Plumbers' Helpers [1.12]

    Manny: [After he and Helen throw a DNAlien into a projector leading into the Null Void] Another one bites the dust.
    Gwen: What kind of a hero travels in a bus?
    Ben: None of us knows how to drive a car and none of us has a license! What do you want me to do? (pretends to call his mother) Hi, Mom. We need to go fight some aliens. Will you give us a ride?
    Gwen: Okay whatever. I'm just worried that's all.
    Ben: About Kevin?
    Gwen: Well yeah, what else? We need to find him before... you know before something bad happens. Not that I care or anything. I mean come on; how can anyone care about a person who's that rude, and undependable and, and... annoying? It's ridiculous. How could you even say something like that?
    Ben: (confused, shocked, understanding Gwen's feelings for Kevin) Actually... I didn't say anything.
    Gwen: Oh! (Gwen looks away embarrassed)
    (at Manny and Helen's hideout)
    Manny: Are they close?
    (Ben and Gwen arrive)
    Ben: Very!
    Gwen: Now give us back our friend!
    (Helen and Manny start shooting at Ben and Gwen. Gwen then puts up her shield)
    Ben: (sarcastically) Friend?
    Gwen: Teammate, co-worker, whatever.... can we talk about this later?
    (Helen noticed the distracted Gwen and Ben so taking advantage, she shoots a piece of rock, which breaks into three, all falling on Ben's head and shoulders)
    Ben: Hey! I wasn't the one who... Uh... Uh... Uhhhh (falls unconscious)
    Gwen: Ben! (hits Manny and Helen with her shield)
    Kevin: (at the same time regaining consciousness, realizing that Ben and Gwen have come to his rescue) Looks like my rescuers need rescuing. (absorbs pocket change) Guess it'll have to do. (breaks free from the shield bubble)
    Kevin: [After bursting through the wall] Nothing like a little iron in your diet to perk you right up.
    [Arguing]
    Kevin: But look at it this way. Your human form is probably even uglier.
    Manny: You wanna go another round?
    Kevin: Anytime, pal!
    Helen: (to Gwen) Tell your boyfriend to back off.
    Gwen: No you tell yours...whoahoh he's not my boyfriend!
    Helen: Well, you sure act like it.
    Gwen: Don't tell me who my boyfriend isn't... is!
    Manny: Think you're funny?
    Kevin: Hey you're the comedian. At least you got the face for it.
    Manny: BOY, ARE YOU ASKIN' FOR IT?!
    Kevin: I'm begging for it! Who's gonna give it to me?
    Manny : Me! With three hands tied behind my back!
    Ben: [Losing control of his rage] Hey!!! Stop it, all of you! What am I, your babysitter?!
    Helen: (referring to Pierce) You sounded just like my brother.
    Gwen: (sarcastically) Really?
    Helen: Pierce was always the one who always kept his ground.
    [After Manny and Helen jump into the projector, the projector turns off.]
    Kevin: [Points at the projector] That is so not gonna go well.
    Ben: I don't know. On paper, we don't look like such a great team either.
    Kevin: There is that. Now if you'll excuse me, I'm gonna go swipe some of there equipment. [Turns around and heads towards the warehouse]
    Gwen: [Shocked] Kevin!
    Ben: [Angrily] So not cool, man!
    [Ben and Gwen follow Kevin towards the warehouse.]

### X = Ben + 2 [1.13]

    [Mr. Smoothy; Ben, Gwen, and Kevin are being held at gunpoint by the Incursians with their hands up once they step out of Kevin's car]
    Ben: [To Kevin] Kevin?
    Kevin: Incursian warriors, packing serious ordinance.
    Commander Raff: [appearing in sight] Weapons down. Sorry, Kevin, you know Incursians.
    Kevin: [surprised] Raff, how you been? [introduces him to the Tennyson cousins] Guys, this is Raff. The number two guy in like 40 star systems. Raff, Gwen Tennyson.
    Commander Raff: Tennyson?
    Kevin: Yeah, that's him there. [To Ben] I used to talk about what I'd do to you.
    Ben: Right, back when you were a crook.
    Kevin: [correcting] Entrepreneur. I kept Raff's whole empire in food and sandals. What brings you out this way?
    Commander Raff: SevenSeven snatched a little girl in this system and I really need to find her. You're the only Earth fellow I know. [holds up the piece of the princess' garment] She wore the royal color. Seen anybody like that?
    Ben: Wait. SevenSeven? Like that guy, SixSix, we used to fight?
    Commander Raff: He's the same race as SixSix, but far more dangerous.
    Gwen: Yeah, eleven more dangerous.
    Commander Raff: If you have a gizmo to beat SevenSeven's cloaking tech, then we could track him.
    Gwen: If this was hers and you can teleport, we're practically done. [uses her powers to find Princess Attea with the garment piece and see where she's at] Got her. She's at Grand Madre Dame. And she's fighting back.
    Ben: [activates Omnitrix] Gotta stop that water. [scrolls through his aliens, and comes to Alien X] Good a time as any to give this one a try. [turns into Alien X for the first time]
    Alien X: Alien X! Seconded! Water stopping motion carried! [makes a clear circle in the air and restores everything broken back to normal]
    Kevin: [snapping his fingers in front of Alien X's face to get his attention] Hello? Anybody home in there?
    Gwen: Ben, come on. SevenSeven's getting away with the princess. Ben, are you okay? Ben?
    [Inside Alien X's mind…]
    Ben: This is awesome! Quick, how do I make something else happen?
    Serena: You are one of three.
    Belicus: Weren't you listening?
    Ben: Yeah, whatever. Okay, team Alien X! Let's move! [Starts flying away from Serena and Bellicus, but stops when he realizes they aren't doing anything]
    Serena: We are one of the most powerfull beings in the universe.
    Belicus: Because we are the most deliberative.
    Ben: Huh? You mean the Earth is safe?
    Belicus: No. How did you get that? [Ben flies back to them]
    Serena: I am Serena, the voice of love and compassion.
    Belicus: And I'm Belicus, the voice of rage and aggression. You're supposed to be the voice of reason!
    Serena: Belicus and I have been locked in eternal argument.
    Ben: Yeah, that's great, but the Earth is going to be destroyed any minute!
    Serena: [Sadly] I feel sorrow. Billions of lives will be lost.
    Belicus: Nah, they probably had it coming. [To Ben] Get it, genius? We deliberate. Now you try it.
    Ben: I wanna know what happened to my friends.
    Serena: Seconded!
    Belicus: Motion carried. [A glowing window appears, allowing them to see Gwen and Kevin]
    Kevin: [trying to put Alien X in through the car window] Ugh, just bend or something! [tries putting him in the trunk]
    Gwen: You can't just stuff him in the trunk!
    Kevin: You're right, he doesn't fit.
    Gwen: I'm serious. He hasn't moved since he fixed the dam. Maybe he's hurt, or...
    Kevin: Nah, he's warm. Maybe he's resting.
    Emperor Milleous: People of Earth, your time is up. Bring me the royal detonator.
    Gwen: [begging] Don't do it! (Milleous laughs and presses the button) No!
    Emperor Milleous: Of course not. My daughter's still there. But the conquest ray did fire, now. Put the little pretty one up on the screen now.
    (Pluto is shown on the screen)
    Kevin: That is Pluto.
    Gwen: Pretty? Uh, it's a barren, frozen wasteland.
    (The conquest ray hits Pluto and is destroyed)
    Emperor Milleous: Was a barren, frozen wasteland. [grins]
    (Gwen gasps in shock)
    Belicus: Alien X doesn't do anything until it's put to a vote. We've already cut you slack 'cause you're new. But that's the procedure.
    Ben: Okay. I move that you let me use the Omnitrix.
    Belicus: Is there a second? (he and Ben both look at Serena) Motion defeated.
    Serena and Belicus: Good vote.
    Serena: You see, until you showed up, Alien X was always in a deadlock. But now we've finally found a tiebreaker. How could we ever let you go?
    Belicus: Got that, genius? You're NEVER changing back.
    Gwen: He blew it up.
    Kevin: Look at the bright side, this should smooth out Neptune's orbit.
    Emperor Milleous: Yes, and Earth will be in smaller pieces if Princess Attea isn't returned to me.
    Gwen: (Yells out) That makes no sense!
    Kevin: (Whispers into Gwen's ear) Gwen... Evil dictator.
    Gwen: Earth can't even communicate with you!
    Attendant: (In voice message) Incoming message from Earth, your violent highness. (Emperor Milleous looks at her)
    Gwen: What do I know?
    Ben: [to Belicus and Serena] I propose we teleport the Incursians a billion lightyears away. Yes or no?
    Both: No.
    Ben: Disable the conquest ray?
    Both: No.
    Ben: We have to do something.
    Serena: Well, we haven't heard arguments yet.
    Ben: Did you ever decide anything before?
    Both: Well…
    Ben: Oh, man.
    Princess Attea: Guards, seize my father!
    Commander Raff: Orders are orders.
    Emperor Milleous: [as he's been held gun point by his soldiers] But why?
    Princess Attea: Sentimental old fool. After you paid my ransom, I offered SevenSeven twice as much to overthrow you.
    Emperor Milleous: Actually, I have to respect that.
    Gwen: So much for the great dictator. And since Earth isn't in harm's way anymore, we're done. I'll get Ben.
    Kevin: We're not done.
    Princess Attea: [takes the detonator out of Gwen's hand; laughs evilly] It's customary for a new emperor to celebrate with a show of force. The end of your lively planet will make beautiful fireworks for my coronation.
    Ben: [To Serena] You're supposed to be love and compassion! How can you let an entire world die?! [To Belicus] And you're supposed to be anger and aggression! How can you let bad stuff go unpunished?! How can you both be so useless?!
    Belicus: [Outraged] Useless?!
    Serena: We're the most powerful beings in the universe. We change the very nature of space and time.
    Ben: You don't DO anything! Billions of lives are at stake and you're all "Oh, the procedure"! [Serena sobs]
    Belicus: [Outraged] Now look what you did! All right! I move that we save the Earth! Happy?
    Ben: [Determined] NO! Just let me out of here. I've got nine other guys who can do it better.
    Serena: [gasps in a heartbroken way] That's hurtful!
    Emperor Milleous: As an award for your assistance in this matter, the Earth is spared. You may go.
    [Ben, Gwen, and Kevin teleport back to Earth in Kevin's car outside Mr. Smoothy]
    Gwen: Ben, what happened to you back there?
    Ben: Well, no way am I ever becoming Alien X again.
    Kevin: Why not? When it was working, you kicked massive butt.
    Ben: Yeah. My most powerful transformation ever. But it isn't worth the price.

## Characters
### Main

* Ben Tennyson
* Gwen Tennyson
* Kevin Levin

### Supporting

* Maxwell Tennyson ("Max Out")
* Verdona Tennyson ("What Are Little Girls Made of?")
* Frank and Natalie Tennyson ("What Are Little Girls Made of?")
* Alan Albright ("Everybody Talks About The Weather")
* Helen and Manny ("Plumbers' Helpers")