# Ben 10 (2005) (season 2)

    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 second season of the 2005 series Ben 10.

## Season 2
### Truth [2.1]

    Grandpa Max: And then, kablamo, no more Vilgax. Or so I thought, until today.
    Ben Tennyson: Whoa, you were a hero?
    Grandpa Max: I was just a guy doing a job.
    Gwen Tennyson: Excuse me, but exactly what was that job?
    Grandpa Max: We called ourselves the Plumbers. Officially, we didn't exist. We dealt with the problems no-one else could. Extraterrestrial, extrasensory, extraordinary.
    Ben Tennyson: So all this time I've been going hero, I've really been following in your footsteps. I'm a Plumber in training!
    Phil Billings: Kids, order anything off the room service.
    Ben Tennyson: Oh, yeah, that's what I'm talking about!
    Gwen Tennyson: Something's going on that Grandpa's not telling us about. Come on!
    Ben Tennyson: And pass up free room service? No way! I'm stayin' here!
    Gwen Tennyson: [cleverly] Nah, you're right. It's probably just some secret Plumber's mission. Better if we just stay out of it.
    [Ben looks up; scene changes; Ben is dragging Gwen out the front door]

### Big Tick [2.2]

    Leader Alien: Relax. We come in peace.
    Gwen Tennyson: That's what they always say right before they blow you to bits.
    Enforcer Alien: Hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say...did?
    Leader Alien: [spotting Ben as Cannonbolt] And an Aburian Pelarota to boot.
    Gwen Tennyson: [whispering to Cannonbolt] At least we know what you are, now.
    Grandpa Max: We're running out of time.
    Ben Tennyson: And aliens. I went everybody.
    Gwen Tennyson: Not exactly everybody.
    Ben Tennyson: No way! I am not turning into that ball-thing again. Plus, I don't even know if I could.
    Gwen Tennyson: Don't try and Earth turns into a giant cesspool!
    Ben Tennyson: I hate it when you're right!

### Framed [2.3]

    Gwen Tennyson: Are you demented? Going alien just to get a stupid video game?!
    Ben Tennyson: What are you talking about?
    Gwen Tennyson: You going Four Arm freaky in front of that store. That's what I'm talking about!
    Grandpa Max: Now I'm sure he has a good explanation. Don't you, Ben?
    Ben Tennyson: Yeah. I don't know what you're talking about.
    Gwen Tennyson: [sarcastically] Oh, sure! Just like you never put an empty milk bottle back in the refrigerator, or you never leave the shower all gunked up, or you never, EVER leave the toilet seat up in the middle of the night! You never do anything wrong, do you?
    Ben Tennyson: [smugly] No, I don't. Sounds about right.
    Gwen Tennyson: [Talking to Heatblast] Yo, hothead! Back off the fireworks before somebody gets really hurt! Now if you take responsibility on the wacko stuff you have be doing, I'm sure we could help you!
    Ben Tennyson: [appearing behind her] Gwen!
    Gwen Tennyson: Not now, dweeb! Can't you see I got to deal with- [realizes Heatblast is not Ben] BEN?! S-So who are you?
    Heatblast: Me? I'm a hottie. Can't you tell? [tosses a fireball at her]
    [Ben transforms into Diamondhead and defends Gwen]
    Diamondhead: Now do you believe me? You and Grandpa get everyone else out of here!

### Gwen 10 [2.4]

    Narrator: Everybody's life is a story. There are the good parts, the bad, the funny, and sometimes the very, very scary. And when we tell a story, we never tell it the same way twice. So, here's one way to tell the story of Ben Tennyson, who one day found himself living a life that seemed to catch him by surprise.
    Grandpa Max: Ben, I got you from Madison Elementary School today, just two hours ago.
    Ben Tennyson: No way! Two weeks ago we were on Mount Rushmore kicking Vilgax's butt.
    [Startled, Grandpa Max almost loses control of the RV]
    Ben Tennyson: Whoa, Grandpa, are you okay?
    Grandpa Max: Yeah. Yeah, uh, just dodged a skunk on the road.
    [Gwen activates the Omnitrix and turns into Heatblast]
    Heatblast Gwen: Whoa! I'm on fire, but I don't feel like it.
    Ben Tennyson: 'Cause you're Heatblast! You control fire. Fire balls, fire breath.
    Heatblast Gwen: That sounds fun.
    Ben Tennyson: Careful. You could start a forest fire.
    Heatblast Gwen: Pfft. Only an idiot would set the forest on fire. Now out of way!
    Grey Matter Gwen: Ben, this isn't funny!
    Ben Tennyson: [laughs] To who?

### Grudge Match [2.5]

    Kevin 11: You want a piece of me?! I eat wimps like you for breakfast!
    Slix Vigma: [to Fourarms and Kevin] I am Slix Vigma and this is the Megacruiser. Everything on this ship belongs to me, including you.
    Kevin 11: Hey! I don't belong to anybody, Slick, you sorry- [gets zapped by the robot pinning him down]
    Slix Vigma: I speak, you listen. These eyes see everything on this ship, and these hands control everything on this ship, and I've decided that your... RELATIONSHIP... will make you an entertaining team in the arena.
    Fourarms: Team?
    Kevin 11: [as the two are shackled] Ow! I'm not goin' around tied to this loser!
    Fourarms: You took the words right outta my mouth, freakazoid!
    Slix Vigma: Your fates are now linked. If one of you should happen to expire, the shackles will ensure the other does as well. Now, your next opponent awaits. [transports Fourarms and Kevin to the arena with Technorg]
    Technorg: [while crowd boos him] Boos? No one boos Technorg! Technorg is champion!
    Ben Tennyson: [to Kevin] Let's get some distance between us and him while he's distracted. [starts to run, but Kevin trips him]
    Kevin 11: You're not the boss of me, pukebag!
    Ben Tennyson: Hey! If we're gonna stay alive, we have to work together!
    Kevin 11: Why would I want to work with you? You're useless! I'll take care of this guy myself.

### The Galactic Enforcers [2.6]

    Gwen Tennyson: Ben, that's a work of art, you know, not your personal butt rest. You're going to get us kicked out of the museum.
    Ben Tennyson: I don't have that kind of luck.
    Gwen Tennyson: One afternoon of culture won't kill you.
    Ben Tennyson: Unless it bores me to death. [eats a piece of chocolate]
    Gwen Tennyson: Hey, can I have a piece of that?
    Ben Tennyson: Sorry. Chocolate's for super heroes only.
    Gwen Tennyson: More like super jerks only.
    Vulkanus: Element X. It's no good by itself, you know. Where are we gonna find the bicenthium we need to make it go boom? Ohh, I should have known. The cesspool of the galaxy - Earth.

### Camp Fear [2.7]

    [Gwen, Gilbert, Andy, and Mandy all run into the storage shed]
    Andy: We wouldn't even be here now if you didn't make us hide in the kitchen!
    Mandy: Me? It was your idea in the first place!
    Andy: Well, you didn't have to listen to me!
    Gwen Tennyson: Stop it!
    Andy and Mandy: She/he started it!
    Gwen Tennyson: It doesn't matter who started it or whose fault it is. What matters is your family and you need to stick together. Got it?
    Andy and Mandy: Okay.
    Gwen Tennyson: Good, because we're gonna need to fight our way out of here.
    Wildvine: So let me guess, you're the brainiac.
    Fungal Brain: I prefer Mycelium.
    Grandpa Max: Ben, who are you talking to?
    Wildvine: Mr. Mushroom Head. It's like we're connected or something. Oh, man! Why can't you be a vegetarian?
    Fungal Brain: Struggle as you may, you cannot stop me. Soon, I will consume every living creature on this planet.
    Wildvine: Well, you're not starting with us!

### Ultimate Weapon [2.8]

    Grandpa Max: The Mask of Ah Puch is the guide to the sword of Ekchuah. A Plumber's searched for it for decades without any luck.
    Ben Tennyson: Ekchuah? What kind of alien is that?
    Grandpa Max: Not alien. Mayan. Echtua was the Mayan god of war. His sword was rumored to have leveled cities with just one swipe.
    Ben Tennyson: Ha! Sounds like just the kind o' thing the world's most powerful ten-year-old boy should have.
    Grandpa Max: This is no toy, Benjamin. Whoever controls the sword controls the destiny of Mankind, and I will not let it fall into the wrong hands.
    Enoch: I thought you'd retired from the plumbing business, Mr. Tennyson. Or may I call you Max?
    Grey Matter: It's Enoch and those Forever Knight guys who tried to slice and dice me.
    Enoch: How nice of you to remember. And, of course, how can I forget the family who left the Forever Knight without a castle.
    Grandpa Max: Whatever happened you brought upon yourselves.
    Enoch: Aren't we the feisty sewer rat? I'd love to chat about old times, but I'm late for holding the world at my mercy. So, I'll be taking that mask now.
    Grandpa Max: Over my dead body.
    Enoch: Excellent suggestion.

### Tough Luck [2.9]

    Gwen Tennyson: [researching her new gemstone] It looks like it's one of the Charms of Bezel.
    Ben Tennyson: But you destroyed all those in that cemetery fighting that Hex creep.
    Gwen Tennyson: I thought I did, but this is the legendary lost Keystone. It's rumored to increase ten times the powers and the skills of the one who possess it.
    Grandpa Max: Well, the legend seems to be fact, not fiction.
    Ben Tennyson: You are so lucky!
    Gwen Tennyson: It's not luck, it's magic.
    Amazing Alan: For my first trick, I vill need a volunteer.
    Ben Tennyson: [appearing onstage with startling suddenness] Ben Tennyson, at your service!
    Grandpa Max: [seated in the audience, quietly asks] What's he up to?
    Amazing Alan: [putting Ben in a box] Ein boy goes in, but vhat comes out vill amaze.
    Ben Tennyson: [grinning as the lid is lowered] They won't be the only ones.
    [box is closed and padlocked]
    Amazing Alan: [waving his hands over the box] Abra, Kadabra...
    [a green glow is seen coming from inside the box and, much to the amazing Alan's surprise, Wildmutt bursts out]

### They Lurk Below [2.10]

    Ben Tennyson: [powering up the Omnitrix] Time for Ripjaws to take a dive.
    [green flash]
    Edwin GrandSmith: What was that?
    Gwen Tennyson: [trying to sound innocent] What was what?
    [Grey Matter emerges from behind the barrels]
    Grey Matter: Oh, man. For once I was better off as me.
    Donovan GrandSmith: We're flooding. They broke the glass.
    Edwin GrandSmith: I knew you shouldn't have taken it. I knew it.
    Donovan GrandSmith: Edwin, quiet! I'm sure it has nothing to do with this.
    Grandpa Max: Taken what, Donovan?
    Donovan GrandSmith: Edwin doesn't know what he's talking about.
    Edwin GrandSmith: How would YOU know? All you ever hear from me is what you wanna hear.

### Ghostfreaked Out [2.11]

    Ben Tennyson: You think you're so smart. Is that why you want to go to this stupid school? It's full of nothing but snobs and posers.
    Gwen Tennyson: Bancroft Academy is one of the top schools in the country.
    Ben Tennyson: Yeah, for snobs and posers.
    Gwen Tennyson: Ben, I'm warning you. You'd better not do ANYTHING to embarrass me on the tour of the campus.
    Ben Tennyson: Don't get your shorts in a twist. [sounding slightly foreboding] I'll be on my best behavior.
    Gwen Tennyson: [sounding like she's going to be sick] Oh, why doesn't that make me feel better?
    Ben Tennyson: This can't be happening! You can't be you, I'M you!
    Zs'Skayr: I was never you. An Ectonurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now, I can reveal my true self!
    [Zs'Skayr breaks out of his sun-protection skin, revealing his monstrous true form. Ben takes a step back in alarm.]
    Ben Tennyson: And I thought you were ugly before! What do you want?!
    Zs'Skayr: I need the power of the Omnitrix to make myself whole again, and the only way to do that is by taking over your body. Now let's see how YOU like being trapped inside someone else!
    Gwen Tennyson: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here?! Ben! Answer me!
    Ghostfreak: Ben's not here...[He'd then come up to Gwen Scaring Her Before Floating Off]

### Dr. Animo and the Mutant Ray [2.12]

    Ben Tennyson: [outside the RV; about the Omnitrix] Oh, man! I am gonna get so busted if anybody sees this.
    Grandpa Max: Ben?
    Gwen Tennyson: What was that?
    Ben Tennyson: [puts his hands behind his back] What was what?
    Grandpa Max: What was that noise?
    Ben Tennyson: Uh, lightning?
    Gwen Tennyson: There's not a cloud in the sky.
    Ben Tennyson: Uh, lightning got rid of them?
    Ben Tennyson: I saw that. Go ahead and say it- you know you want to.
    Gwen Tennyson: [innocently] Say what?
    Ben Tennyson: You know, the big "I told you so" speech about messing around with the Omnitrix, and how you were right all along and if I'd listened to you we wouldn't be in the trouble that we are in right now.
    Gwen Tennyson: I didn't say a word.
    Ben Tennyson: Yeah, but you're thinking it. Admit it! There's no way I am waiting! Just go ahead and say it now and get it over with.
    Gwen Tennyson: I don't know what you're talking about, Benjamin.
    Ben Tennyson: Grandpa! Gwen won't say "I told you so!"
    Grandpa Max: I don't like the sound of that.

### Back with a Vengeance [2.13]

    Ben Tennyson: Maybe it's just some kind of an upgrade. [turns into Upgrade]
    Upgrade: Woah! What happened? I never even touched it! Unless...maybe now I don't have to. Grey Matter! [turns into Grey Matter]
    Grey Matter: Diamondhead! [turns into Diamondhead]
    Diamondhead: Cool! This rocks! [turns into XLR8]
    XLR8: I must have unlocked some kinda master control or something! [turns into Heatblast]
    Heatblast: Now I can go alien... [turns into Wildvine]
    Wildvine: ...just by thinking it! [turns into Wildmutt]
    Gwen Tennyson: Listen, Ben, about the watch...
    Ben Tennyson: I know. I was cocky and totally abused my powers, and I'm totally sorry. Guess that won't happen again since I'm back to being just plain, old Ben.
    Gwen Tennyson: You know Ben, that sacrifice you made for me was pretty impressive. So, here's a reward for you.
    Ben Tennyson: If that's another goofy hug or something, no thank you.
    Gwen Tennyson: Okay, maybe I should keep it for myself. [shows Omnitrix]
    Ben Tennyson: Whoa, the Omnitrix? But... I saw you throw it away!
    Gwen Tennyson: Maybe you're stupid enough to throw the Omnitrix away, but I'm not.
    Ben Tennyson: Then...What did you throw?