# Ben 10: Alien Force (season 3)

    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 third season Ben 10: Alien Force.

## Vengeance of Vilgax
### Part 1 [3.01]

    Vilgax: Where is he?! Where is Ultimo?!
    Ultimos: Right here Vilgax (flies at him) and rest assured you will pay dearly for your craven attack on my teammates. The Galactic Code of Conduct- (punches the Shield of Ziegel; Vilgax knees Ultimos, then slams him down)
    Vilgax: The Galactic Code of Conduct says that a conqueror's challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me... and you. Your teammates cheated, but that won't change the outcome.
    Ultimos: I am the most powerful hero on this planet. I'll perish before I let it fall into your hands.
    Vilgax: Yes. You will. (blasts him with the Ruby Ray of Ulo) I salute you. Few have withstood in assault from the Ruby Ray of Roleau.
    Ultimos: (groaning) I... can't... let you... win.
    Vilgax: The battle is over, hero. Go now to your rest. People of planet T.K., I have defeated your champion! By the rules of the galactic code, as ratified by the Casey-Kelly accords, I claim dominion over this planet.
    Psyphon: Congratulations, lord Vilgax, conqueror of 10 worlds.
    Vilgax: Prepare the transfer, Lackey.
    Psyphon: As you command, master. It is done. Ultimo's powers are now yours.
    Vilgax: The power of the greatest heroes of 10 worlds surges within me! Finally, I am ready to take my revenge.
    Psyphon: Master?
    Vilgax: We travel to Earth, where I will destroy that backwater world's greatest hero... Ben Tennyson!
    Kevin: Aaahhhh! Aah!
    Gwen: Let me go! I thought snakes were supposed to rattle before they strike.
    Ssserpent: I'm not a r-r rattlesnake.
    Gwen: Whatever. I was just making conversation.
    Kevin: I was looking for some metal to absorb. Hold still! Aah!
    Gwen: Back off!
    Kevin: Snake venom burns!
    Ssserpent: I s-swallow my prey whole.
    Gwen: I did not need to know that. Kevin? You okay?
    Kevin: I will be, Gwen, as soon as I armor up.
    Gwen: (groans) This would be a lot easier if Ben was here, like he promised, an hour ago.
    Kevin: Guess that fancy watch of his doesn't keep good time!
    Gwen: I just wonder where he is.
    Ben: Ahh!
    Lukic: Pardon the intrusion, Ben Tennyson. I mean you no harm. I am Lukic, senior ambassador of the Dracosian empire.
    [Ben burps]
    Ben: Sorry. More room out than in.
    Lukic: You are wise, indeed, Ben Tennyson. I have been granted the great honor of presenting you with this. As a small token of gratitude for your part in saving all life in the universe from extinction at the hands of the Highbreed, my people present you with the galactic medal of honor... The highest award a non-Dracosian can be given.
    Ben: Thanks. I could probably turn into one of you guys.
    Lukic: The people of Dracosia marvel at your power and offer you our gratitude.
    Ben: Yeah. That's what they all say.
    TV Announcer: This summer, Ishiyama and Kenko play the game of their lives! "Sumo Slammers" the motion picture!
    [a commercial announces a "Sumo Slammers" movie]
    Ben: [In a girlish voice] Aaaaaaaaahhh! [Covers mouth in embarressment]
    Gwen: This would be a lot easier if Ben was here... like he promised... an hour ago!
    Kevin: Guess that fancy watch of his doesn't keep good time.
    Gwen: Well, I'm really sorry to disturb you, Ben. I-It's just that you're late for our mission and the bad guy is kicking our butts! So if it's not too much trouble, hero up and get over here!
    Ben: Uh, sorry, Gwen. Guess I just forgot.
    Gwen: Now!
    Gwen: Guys, focus! Bad guy on the loose!
    Cannonbolt: It's not a problem, Gwen. Creeps like this... Um what's your name?
    Ssserpent: I am Ssserpent, the snake that walks like a man.
    Cannonbolt: (repeatedly rolls over Ssserpent) Is it okay if I call you "Roadkill, the snake that only made it halfway across the street"?
    Ssserpent: Ughhh...
    Cannonbolt: I'll take that as a "yes".
    Manny: Shotgun! I called it!
    Helen: You're already riding shotgun. Why do you keep calling it over and over?
    Manny: Because it's fun to yell shotgun. Shotgun!
    Psyphon: No power on this pitiful planet can breach my force field. All within may bear witness to the historic events about to unfold. The master comes. (lightning strikes and Vilgax appears)
    Vilgax: People of Earth. I am Vilgax. Shortly you will know me as your master.
    Psyphon: Pursuant to the Galactic Code of Conduct, Lord Vilgax challenges this planet's greatest protector to a trial by combat. To the victor - the Earth.
    Vilgax: The Galactic Code of Conduct says that a Conqueror's Challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me... and you.
    Helen: (to Cooper) How many times do I have to tell you? Watch out for the laser beams.
    Manny: Put me down!
    Vilgax: Precisely my intention.
    Psyphon: (after blowing up a street) If you distract me again, I shall not be so merciful.
    Gwen: I'm not kidding, Ben. I'm really mad at you!
    Ben: But you won't stay mad at me. I'm adorable.
    Gwen: You're completely full of yourself!
    Ben: Which is forgivable because I'm so adorable.
    Gwen: You were late for a mission. Kevin and I could've been killed!
    Kevin: And I don't think you're adorable, I think you're obnoxious. (Gwen and Ben look at him surprised) Obnoxious. That's what Gwen used to call me all the time. Am I using it right?
    Gwen: Couldn't have said it better myself.
    Kevin: You've been obnoxious ever since you-
    Ben: Saved the whole entire universe?
    Kevin: See, you're doing it again.
    Gwen: Obnoxious.
    Ben: After stopping the Highbreed invasion, I think we deserve to enjoy our success.
    Gwen: Ugh.
    Ben: So lighten up. Have a smoothie on me.
    Gwen Tennyson: OK. Here's a smoothie on you. (pours her smoothie on Ben; Gwen and Kevin both laugh)
    Ben: I hope you like pineapple. (gets ready to pour his smoothie on Gwen)
    Gwen Tennyson: (backing away) Come on Ben, this is a new shirt.
    Max: Bad news, Ben. Vilgax is back.
    Ben: You're kidding me. Last time I threw him into space.
    Max: I'm sure he remembers. Vilgax has issued a conqueror's challenge to you.
    Kevin: Ben can't accept that!
    Ben: Sure I can. What is it?
    Max: The Galvans set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds.
    Ben: [Referring to Max's team] Those are the rookies! We're the A-team! We defeated the Highbreed and-
    Kevin and Gwen: [Annoyed] -Saved the whole entire universe!
    Gwen: We know!
    Azmuth: It is only very recently that Ben has strayed from the hero's path.
    Ben: But I saved...
    Azmuth: I know what you have achieved. That is the only reason that I allow you to keep the Omnitrix. My hope is that you'll grow into the role, but the full power cannot be entrusted to you. Do not tamper with the Omnitrix, Ben Tennyson. You are not ready.
    Ben: (looks at Kevin's equipment) What's that for?
    Kevin: You know your Omnitrix?
    Ben: Yeah?
    Kevin: We're gonna hack it.
    Kevin: I've been, uh, acquiring stuff we need to fix the Omnitrix for months.
    Ben: Years, if you count back to when you were trying to steal it from me.
    Kevin: (friendly warning) Let it go, Ben.
    Gwen: Are you sure you know what you're doing?
    Kevin: As much as ever.
    Gwen: (as Ben tries to hack the Omnitrix) Ben, uh, that doesn't look right. Turn it off!
    Kevin: Never mind that. It's overloading! Dump the watch!
    Ben: It'll take too long! Run for it! Both of you!

### Part 2 [3.02]

    Gwen: (as Chromastone and Spidermonkey both run away) Ben! Come back! Uh, both of you!
    Ben: (emerges from the rubble) What are you talking about? I'm right here. (spots Goop as he flies away) ... and over there. Okay what's going on here?
    Gwen: That's what I was gonna say.
    Ben: Gwen, look at this. It must have been the explosion. I'm missing Chromastone, Goop, Spidermonkey and Way Big. How'd he manage to sneak away?
    Azmuth: Ben Tennyson, I warned you of the consequences of tampering with the Omnitrix.
    Ben: I was just trying to...
    Azmuth: ...to defy my instructions? Well, you have succeeded! The escaped geno archetypes...
    Ben: The what?
    Azmuth: Your transformations. They will perish if they aren't restored to the Omnitrix in 24 hours and if they do, their powers will be lost to you forever!
    Azmuth: You have disappointed me, Ben Tennyson. I shall not help you again.
    Ben: You call that help?!
    Kevin: Let me bring you up to speed, hero. Thanks to you, I can't turn back. I'm a monster.
    Ben: I'm sorry, Kevin. I didn't know. I was just kidding around.
    Gwen: (to Kevin) Stop saying that. You're not a monster. (touches Kevin's hand) Use your powers. Absorb my skin.
    Kevin: I'm trying. It doesn't work. I'm trapped like this forever.
    Ben: We found Chromastone.
    (The team come upon Chromastone bashing away at an amusement park ride at the pier)
    Ben: I'm not quite the smooth talker he used to be.
    Gwen: Without your guiding intelligence…
    Ben: Thank you!
    Gwen: …such as it is, Chromastone's nothing but instinct.
    Kevim: What now?
    Ben: Um, here Chromastone! (whistles) Good Chromastone!
    Kevin: (sarcastically) Oh, yeah. There's your guiding intelligence in action.
    Ben: This is a job for… Humungousaur! (transforms into Upchuck instead)
    Upchuck: (sighs) Or Upchuck. Upchuck is good.
    Gwen: Vilgax has beaten the greatest heroes of 10 worlds.
    Ben: I’m not worried. I beat him when I was just a kid.
    Gwen: You should be worried. Those heroes he beat -- now he has all their powers, too.
    Kevin: Not to mention that your Omnitrix is busted.
    Ben: You broke it!
    Kevin: You broke it, and turned me into this!
    Ben: Kind of an improvement, if you ask me.
    [The team gets caught in Spidermonkey's spider web and Spidermonkey ties up Gwen]
    Kevin: He's gonna lay eggs in Gwen's head! And when they hatch, they'll eat her brain!
    Ben: That's ridiculous.
    Kevin: What? You've laid eggs before.
    [The team have located Goop which he's under the sewer]
    Kevin: Got one. We’re right on top of it.
    Ben: Try not to hit it with your car this time.
    Gwen: You sure Goop's down there?
    Ben: It's a sewer. Of course there's goop down there.
    Gwen: So not in the mood!
    [Down in the sewer]
    Ben: Phew! Smells like a sewer down here!
    Gwen: I'm not kidding, Ben! No more sewer jokes!
    Ben: Smells like a plan to me. [Gwen hits him] OW! Hey, I wonder if there are any alligators down here.
    Kevin: Alligators?
    Ben: Yeah. I heard that people get baby alligators as pets and flush them down the toilet. They grow gigantic in the sewers!
    Kevin: Maybe I should go up and guard the exit.
    Ben: Ooooohhhh! Big tough Kevin is scared of alligators!
    Gwen: There are no alligators. That's just an urban myth.
    Kevin: Yeah, and we're supposed to be an urban myth too and anyway, you're scared of spiders.
    Gwen: [Frightened] Are there spiders down here?
    Kevin: Gwen!
    Swampfire: Swampfire!
    Gwen: Ben, don't shoot fire balls! This tunnel is full of methane!
    Swampfire: Full of what?! Lots of fertilizer down there.
    Gwen: I asked you not to do any more of those jokes.
    Swampfire: Sorry.
    Kevin: Are you sorry you blew us up?
    Swampfire: Her... maybe. You, not so much. Hey! Cut that out!
    Gwen: We've only got an hour before you have to fight Vilgax.
    Kevin: And we're maybe 40 minutes away from Way Big's position. I'm not a math major, but...
    Ben: Yeah. Here's what we're going to...
    Gwen: Go ahead, grandpa.
    Max: It's almost showtime, Ben, and I've been thinking. Vilgax is Plumber business. Good as you are, you're still just a kid. I'll take him on.
    Ben: This is my fight, grandpa. Vilgax challenged me, and I'm the one with the Omnitrix.
    Kevin: At least most of it.
    Max: You've got less than an hour, Ben.
    Ben: I'll be there. And I'll win. Love you, grandpa.
    Gwen: How can you beat Vilgax without Way Big? He's your most powerful transformation.
    Kevin: That's how you beat him last time, right? And that's how I'll beat him this time, too. I'll just stall him.
    Kevin: Until?
    Psyphon: People of Earth, today's contest is being broadcast simultaneously on all information channels. Be forewarned... the Conqueror's Challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth as is his legal right.
    Jetray: And if Vilgax chickens out, I win, right? Will you have to work for me, after, because... I really hate mowing the lawn?
    Psyphon: After the battle, I will personally remove the Omnitrix and present it to Vilgax. Speaking of whom...
    Vilgax: Ben 10, I've come to kill you and conquer your world. Is now a bad time? Are you ready to die, Ben?
    Jetray: Can we skip the threats and get to the "fight" part? There's a Sumo Slammers marathon at eight, and I forgot to set the DVR (Vilgax swings his sword at him). I'll take that as a "yes".
    Vilgax: Your energy beams are no match for the shield of Ziegel.
    Jetray: Aah!
    [Vilgax roars]
    Big Chill: Big...Chill! Nothing like a refreshing dip on a hot summer day. And, Vilgax, you are that dip.
    Vilgax: I will be free!
    Big Chill: Guess so.
    Vilgax: My hand!
    Big Chill: You know what they say... "cold hands..."
    [Vilgax growls]
    Big Chill: You've got to let me finish my quips, Vilgax. It's sort of a rule.
    Vilgax: Keep joking, child. It'll make my victory all the sweeter.
    Big Chill: Hey, you can't touch me when I'm intangible!
    Vilgax: No?
    Big Chill: Aah!
    [Big Chill groans]
    Vilgax: My mistake.
    Big Chill: Why... Why don't you pick on somebody your own size? Or better yet...
    Humungousaur: Humungousaur!
    Vilgax: Yield, and your demise will be mercifully brief.
    Kevin: Don't listen to him, Ben!
    Gwen: Yeah! There's something bigger than Humongousaur.
    Vilgax: Do not interfere with this contest!
    Kevin: Who's interfering?
    Ben: And now... Vilgax is going to get a taste of Way Big!
    Chromastone: Chromastone? Oh, man! Aah! What you gonna do now, tough guy?!
    Vilgax: I'm glad you asked!
    Gwen: No!
    Max: Ben!
    Vilgax: I am victorious! Fetch me my prize!
    Psyphon: I have it, master... the Omnitrix. This entire world belongs to you.
    [Psyphon gasps]
    Diamondhead: Diamondhead! You're in trouble, Vilgax. I've had a lot of practice with this one. Say the word.
    Vilgax: I...yield.
    Diamondhead: That's right. You...do.
    Max: By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world and never attack it again. Do you acknowledge?
    Vilgax: I do. But know this Ben Tennyson. I will have my vengeance upon you.
    Ben: Sure thing. Get outta here. We were on TV all over the world. So much for my secret.
    Max: Well, I used plumber tech to block the transmission about halfway through. Nobody saw Ben Tennyson.
    Gwen: What happened to Chromastone?
    Ben: Who knows? This thing is broken. But the team's still working, right?
    Gwen: Right.
    Ben: Kevin?
    Kevin: I was gonna.

### Inferno [3.03]

    Ben Tennyson: I'm just saying we should hurry. Grandpa Max wants us to check out those things.
    Kevin Levin: Another half hour. Less if I kick in the ramjets.
    Ben Tennyson: You have ramjets?
    Gwen Tennyson: No ramjets. Trying to sleep.
    Gwen Tennyson: Cloaking field gives me a headache.
    Kevin Levin: Speeding tickets give me a headache.
    Ben Tennyson: Hero time! Humungousaur! (Slaps the Omnitrix, but does not change) Humungousaur! (Tries again and fails to change, the Pyroxivors start charging towards him; slaps the Omnitrix repeatedly; panicking) Humungousaur, Humungousaur, Humungousaur! (the Pyroxivors knock him down)
    Ben Tennyson: (gets up after being knocked down) Ugh! With you in a minute! (transforms into Brainstorm)
    Brainstorm: Brainstorm? Bewildering.
    Kevin Levin: (after Brainstorm saves him from the Pyroxivos) Those cow things bit me!
    Brainstorm: Precisely why I chose to surround them with the metal rail. I observed that they only eat stone.
    Kevin Levin: Lucky me.
    Grandpa Max: Those are Pyroxivores. I haven't seen one in years.
    Kevin Levin: How come we've never heard of 'em?
    Grandpa Max: Kid, there's lots of species here on Earth you won't find in any book. That's where fairy tales come from. Unicorns, Trolls, Pixies, they're all real.
    Kevin Levin: Even Bigfoot?
    Grandpa Max: [laughs] Don't be ridiculous. That's a guy in a suit!
    Ben Tennyson: The car won't fit. We'll have to go on foot.
    Gwen Tennyson: There must be another way.
    Kevin Levin: What are you? Claustrophobic?
    Gwen Tennyson: I am so not claustrophobic! I just can't stand being in very tight enclosed spaces, okay! You got a problem with that?!
    Ben Tennyson: I'll go first.
    Ben Tennyson: Well, that's unnerving.
    Kevin Levin: So? What's the big deal if they eat a few rocks?
    Ben Tennyson: (concerned for Kevin and his stone arm) Looked in a mirror lately?
    Ben Tennyson: (after Kevin uses his car's jets to land) Cool!
    Kevin Levin: Yeah, but that can't be good for the suspension.
    Ben Tennyson: Dark.
    Kevin Levin: No problem. [strikes match; reading] T-N-T. [Gwen realizes what he just said, and blows out the match] What did you do that for? [strikes another match, but Ben blows the other match out] Cut it out!
    Ben Tennyson: You cut it out! The room's filled with dynamite! You almost blew us up!
    Kevin Levin: How was I supposed to know?
    Ben Tennyson: [sarcastically] I don't know. Reading?
    Vulkanus: Who dares intrude on the lair of the... (sees Ben and the gang) Aw, not you again!
    Kevin Levin: (speaking of the Pyroxivores) They tried to eat my hand.
    Moldywarp: You shouldn't let 'em do that.
    Ben Tennyson: (to his friends) Come on. We hammered these losers last time. (to Vulkanus) Is that all you got?
    (Two huge machines move forward)
    Gwen Tennyson: You had to ask.
    Vulkanus: (dodges mana aiming for his head) Somebody do something about her!
    Moldywarp: Haha! (tosses bombs at Vulkanus's henchmen)
    Gwen Tennyson: Harsh...
    Moldywarp: Ahah! I blows 'em up all the time! (tosses another bomb, explodes) I thinks they likes it!
    Gwen Tennyson: Spidermonkey isn't strong enough to catch something that heavy.
    Spidermonkey: No, but I know someone who is. (activates the Omnitrix)
    Jetray: Humungousaur! (groans) Ugh! I really have to get that fixed.
    Vulkanus: And before you know it, I have all the comforts of home.
    Kevin Levin: Wait, home? Where you come from, on a cool day it's 850 degrees.
    Vulkanus: Uh huh.
    (Kevin's car comes to a stop)
    Ben Tennyson: Now what?
    (the ground beneath them starts to give way)
    Kevin Levin: You had to ask.

### Fool's Gold [3.04]

    Ben: You want us to go where?
    Max: A little town called Walton. Every years, college students from another planet land there to blow off steam for a week.
    Ben: Alien Spring Break!
    Max: Right... but this time one of the aliens has gone missing. I need you three to find him.
    Kevin: Podunk town in the middle of nowhere. Why don't aliens ever go missing anyplace fun?
    Gwen: This is farm country. What are aliens even doing here? What's so special about this place?
    Kevin: Hooligans. Heh, and from the looks of it... amateurs.
    Ben: Ow! Stubbed my toe.
    Gwen: They look like, um...
    Kevin: Poop.
    Gwen: Shiny poop. Kevin don't.
    Kevin: It's okay. It looks like gold.
    Gwen: Please don't do it.
    Kevin: Mmm, it is gold. And it's real.
    Ben: Solid-gold poop. Look at this place.
    Kevin: Sure, these farmers must be rolling in...
    Gwen: Kevin.
    Kevin: I was gonna say "dough"!
    Ben: Whoa!
    Kevin: Get your hands off my ride.
    Mayor Coleman: You didn't see any aliens. It was swamp gas. (laughs)
    Gwen: Please.
    Mayor Coleman: Mass hysteria? Weather balloons?
    Kevin: Save it. We're Plumbers.
    Mayor Coleman: Well, why didn't you say so? Welcome to Walton. You here for the popcorn festival?
    Ben: What's the deal with that, anyway?
    Mayor Coleman: We make the best popcorn in the universe. Aliens can't get enough of the stuff. Every 17 years, they come back. But where are my manners? I'm Mayor Coleman.
    Ben: What can you tell us about the missing alien?
    Mayor Coleman: Missing alien? There's no missing alien. If there was a missing alien, he's probably just running around, eating popcorn and having fun.
    Gwen: Uh-huh, we're still gonna have to look around.
    Mayor Coleman: Be my guest, but I'm afraid you're not gonna find anything.
    Gwen: Ben, we're gonna have to... Ben?
    Mayor Coleman: I have had, like, so much popcorn. Farmer Wayne just filled his swimming pool with popcorn!
    Kevin: Yeah, I'd better go keep and eye on him.
    Gwen: Would you?
    Orb: Were you... Were you sent by Max Tennyson?
    Gwen: You're the one who called for help?
    Orb: My name is Orb. My mom and dad told me that if I ever got into any trouble on Earth, I should call Max Tennyson.
    Gwen: Good advice. The missing alien's a friend of yours?
    Orb: My best friend. His name's Decka. One moment, we're stuffing our faces with popcorn. The next moment, he's gone. I'm worried sick.
    Gwen: Do you have anything of his that I could use to track him? A piece of clothing or something?
    Orb: No, nothing like that. I'm sorry.
    Gwen: It's okay. We'll have to find your friend the old-fashioned way. We're gonna have to look for him.
    (as the aliens cavort in a popcorn-filled swimming pool)
    Kevin: I've seen a lot of strange, messed-up things. [wiping popcorn off his shoulder]
    Ben: How does this rank?
    Kevin: It's up there.
    Ben: I don't know. It seems pretty laid-back for Spring Break.
    (the aliens start smashing the windows of a greenhouse)
    Kevin: Laid-back?
    Ben: Could be worse.
    Alien: House-tipping! Everybody tip the house!
    Ben: Okay, it's worse.
    Spidermonkey: Spidermonkey!
    Kevin: Naughty, naughty.
    Both: Ugh!
    Kevin: Amateurs.
    Spidermonkey: Is that all of them?
    Kevin: Whoa!
    Alien: Ugh!
    Kevin: Ugh! Tell me when you're gonna do stuff like that.
    Alien: Aah!
    Kevin: Busted at Spring-Break. Yeah, I've been there.
    Mayor Coleman: (whistles) You kids have been busy.
    Ben: What do you want to do with them?
    Mayor Coleman: Well, for starters, let them go.
    Ben: But... But look what they did!
    Mayor Coleman: Aww, popcorn festival's only once every 17 years. No one wants to press charges. It's just a little damage.
    Ben: They destroyed the farm!
    Mayor Coleman: (laughs) Boys will be boys. Now don't forget to eat lots of popcorn!
    Ben: That's it? They level an entire building and all you can tell them is, "eat lots of popcorn"?
    Mayor Coleman: Now, don't worry your head, son. It's complicated.
    Gwen: What's so complicated? The aliens eat popcorn, then they leave behind solid gold, right? That's why this town has so much money.
    Mayor Coleman: Okay, you got us. Every 17 years, we make some popcorn, then shovel up the gold. Our entire economy's based in alien...
    Kevin: (coughs) Poop.
    Gwen: Wrong on so many levels.
    Mayor Coleman: Nobody wants to be punishing the alien kids, and the festival's almost over. They're gonna be heading back to school in the morning anyway.
    Orb: Not all of us. I'm not leaving until we find Decka.
    Mayor Coleman: Decka? He probably went home already. Looking for him is a waste of time.
    Ben: All the same, we're gonna take a look around.
    Kevin: I'll go with Ben.
    Gwen: Kevin, are you avoiding me?
    Kevin: No, I just love hanging out with your cousin.
    Ben: That's the second time you've ditched her. Are you two fighting?
    Kevin: If we were, would I talk about it with you?
    Ben: Okay.
    Mayor Coleman: Your friends are causing trouble. They keep asking about you.
    Decka: Please, please let me go.
    Mayor Coleman: You're not going anywhere. Not until you give me a huge pile of gold.
    Decka: But I've been doing it! I've been doing it all week!
    Mayor Coleman: That little tiny bit of gold ain't gonna be enough to pay off my debts! I've been waiting 17 years for you kind to come back, and now, I'm chasing in. Eat!
    Decka: I... I can't eat any more!
    Mayor Coleman: Then maybe I'll just keep you in that there cage forever! Maybe a change of diet will help your appetite. Y'all come back, now!
    Ben Tennyson: What's happening?
    Orb: The festival is over. It's time to go back to school. This has been the worst popcorn festival ever.
    Gwen Tennyson: Maybe the Mayor was right. Maybe your friend went home.
    Orb: Without telling anybody? That's not like Decka.
    Ben Tennyson: Two spaceships left. One is yours. The other one must be Decka's.
    Orb: He's still here!
    Gwen Tennyson: And we have something to track him with. Which ship is yours? Got him.
    Ben Tennyson: What do you suppose used to be in there?
    Gwen Tennyson: It's the Mayor's barn. Let's find him and ask him.
    Kevin Levin: Won't be a problem finding him. I see you hiding back there. Come on out before I have to hurt... See? This is why everybody hates politicians.
    Goop: Goop!
    Kevin Levin: Bad idea.
    Orb: Where is Decka? What did you do to him?
    Ben Tennyson: Don't know how long I can keep him off you. Better start talking.
    Mayor Coleman: Okay, I snatched him!
    Kevin Levin: Got greedy, huh? Decided to have your own personal gold maker. (laughs) Make! I'm funny.
    Gwen Tennyson: I don't get it.
    Kevin Levin: Like, make a number two?
    Gwen Tennyson: Really? That was the whole joke?
    Orb: We've got a problem. Did you feed him meat? Tell me you didn't feed him meat!
    Ben Tennyson: Why? What's wrong with meat?
    Orb: For our species,
eating meat is bad! Decka, no!
    Kevin Levin: How bad we talking here?
    Big Chill: Big Chill!
    Orb: Don't hurt him! He's still my best friend!
    Gwen Tennyson: We'll try.
    Kevin Levin: She'll try. I'm not promising anything.
    Gwen Tennyson: Ben!
    Big Chill: I've got to remember to go intangible.
    Kevin Levin: This is all because your friend ate one bad piece of meat?
    Orb: My people can't eat meat or we revert into our primal form - a mindless monster.
    Gwen Tennyson: Can we change him back?
    Ben Tennyson: Look at this place [noting the abandoned city]
    Kevin Levin: Sure, these farmers must be rollin' in-
    Gwen Tennyson: Kevin! [a little ticked]
    Kevin Levin: I was gonna say dough.
    Gwen Tennyson: Kevin, are you avoiding me?
    Kevin Levin: Nah. I just love hanging out with your cousin.
    Alien: I... have had... like... so much popcorn...
    Kevin Levin: Busted at Spring Break. Yeah, I've been there.
    Mayor Coleman: Okay, you got us. Every 17 years we make some popcorn and shovel up the gold. Our entire economy is based on alien...
    Kevin Levin: (cough) Poop.
    Gwen Tennyson: Wrong on so many levels. (rolls her eyes)
    Ben Tennyson: Two spaceships left. One is yours. The other one must be Decka's.
    Orb: He's still here!
    Kevin Levin: See?! This is why everybody hates Politicians!
    Orb: (about Decka) Don't hurt him! He's still my best friend!
    Gwen Tennyson: We'll try.
    Kevin Levin: She'll try. I'm not promising anything.
    Orb: My people can't eat meat or we revert into our primal form - a mindless monster.
    Gwen Tennyson: Can we change him back?
    Orb: Don't have to. He'll only stay in that form as long as he keeps eating.
    Big Chill: So... good news.
    Kevin Levin: (dubiously) Sure. Give us the rest of it.
    Orb: The thing is, this form is only the beginning. He's going to consume all the meat he can find. Then when he's enriched enough fissionable material, he's going to reproduce!
    Big Chill: Meaning…
    Orb: He's going to split in a hundred identical copies! Then they'll go off and eat everything they can find!
    Big Chill: How many times can he do that?
    Orb: Ever wonder what happened to Mars? It used to be called "the Popcorn Planet."
    Orb: Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412.
    Kevin: Unstable radioactive poop?
    Orb: Yes, so whatever you do, don't step in the uranium!
    Gwen: Are you hurt?
    Kevin: (sarcastically) No, I like being blown up.
    [Gwen annoyingly drops him]
    Big Chill: I thought he was going to look for meat. He's at the power plant.
    Orb: Ooh. Bad. [Monster Decka reaches the power plant and starts absorbing its power] He's absorbing the power! Once he's got enough energy, he's going to divide!
    [Monster Decka picks up the Echo Echoes and starts eating them]
    Echo Echo: Bite me! Bite me! Bite me! Bite me!
    Gwen: The Echo Echoes are made of silicon.
    Gwen: Do you have any other ideas?
    Orb: Yes. Evacuate the planet.
    Ben: (vomited up by Decka) That was different.
    Kevin: Got greedy huh? Decided to have your own personal Goldmaker? (laughs) Make... (chuckles) I'm funny.
    Gwen: I don't get it.
    Kevin: Like make a #2?
    Big Chill: What? Don't step on the gold?
    Orb: Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412.
    Kevin: Unstable radioactive poop?
    Orb: Yes, so whatever you do,
don't step in the uranium!
    Kevin: Who-a-a-a!
    Gwen: Are you hurt?
    Kevin: No. I like being blown up. Whoa! Ugh!
    Big Chill: I thought he was going to look for meat. He's at the power plant.
    Orb: Ooh, bad. He's absorbing the power! Once he's got enough energy, he's going to divide!
    Big Chill: Got an idea.
    Gwen: We cut off the power, but it's still hungry! Now what?
    Orb: Get me close enough to talk to him! Maybe I can reason with him! Decka, it's me, Orb! I know you're in there. This isn't you! The meat has poisoned your mind. I know my best friend is inside fighting to take control. Please fight it. Fight it, and we can go home! Hey!
    Gwen: Do you have any other ideas?
    Orb: Yes. Evacuate the planet.
    Big Chill: Your species isn't supposed to eat meat. What else can't you eat?
    Orb: Uh, some heavy metals, lanthanides, flourine, silicon, chicken nuggets...
    Big Chill: Back up. What about silicon?
    Orb: Silicon? It's poisonous.
    Big Chill: Okay. Whatever happens, stay back.
    Echo Echo: Echo Echo! Come on! Bite me!
    Orb: Oh, no!
    Echo Echo: Bite me! Bite me! Bite me!
    Gwen: The Echo Echoes are made of silicon.
    Ben: That was different.
    Togheter: Ew!
    Orb: [to Decka] You're going to be fine.
    Ben: Sorry that this happened. We'll make sure the mayor is punished.
    Decka: [irritated] Your whole worthless planet should be punished! Come on, Orb. [he and Orb get into their pod ships; to Mayor Coleman] I am telling everyone. We are never coming back to this dump again!
    Gwen: Are you okay?
    Kevin: Do we have to talk about it?
    Gwen: Not if you don't want to.
    Kevin: (hands Gwen a pendant) Here. This is from...
    Gwen: That day at the pier.
    Kevin: Wanted you to have something to remember me... the way I used to be.
    Gwen: Kevin, you know I don't care what you look like.
    Kevin: Maybe not, but I do.
    Ben: Come on, Mr. Smoothy!

### Simple [3.05]

    Ben Tennyson: There you guys are! I've been looking for ya all morning.
    Gwen Tennyson: We know, we got the 50 messages you left.
    Ben Tennyson: It wasn't 50!
    Kevin Levin: It was 50 each.
    Kevin Levin: Not that I'm even considering it, but how do you plan to stop a war?
    Kevin Levin: I can't believe we're doing this! Everybody hates war, but nobody ever does anything about it.
    Ben Tennyson: Maybe that's because there's never been anybody like me before.
    Kevin Tennyson: [sarcastic] Oh right! The great Ben 10 is going to solve everything in one weekend.
    Ben Tennyson: It's a three-day weekend!
    Kevin Levin: Okay, I vote we turn around and head home. Gwen can still make karate practice and, as a bonus, I don't have to get shot at.
    Ben Tennyson: Except we'd be throwing away a little girl's hope for a world without war.
    Kevin Levin: Life is full of disappointments. What is she, five? Past time she learned.
    Lodestar: (calling for Humongousaur but getting...) Lodestar! Oh, man. This is no time to shake down a new guy.
    Argit: Hey! Finders keepers. Let go of my- Kevin! Long time no see, you look different. Did you cut your hair?
    Kevin Levin: ...No.
    Gwen Tennyson: Nice little racket you've got here.
    Kevin Levin: I can explain.
    Gwen Tennyson: You're making money off other people's misery?
    Kevin Levin: Okay, I don't have to explain.
    Argit: (sadly, after a truce has been declared) It was the best scam I ever worked.
    Kevin Levin: Don't worry. They'll be shooting at each other again in no time.
    Argit: You're just saying that to make me feel better.
    Red Leader: Say, did you call me an idiot?
    Blue Leader: No! You're underqualified!
    [Kevin is crying because he lost the money of his and Argit's scam]
    Gwen Tennyson: Kevin, are you crying? Oh, you do have a heart!
    Kevin Levin: [sobbing] Yeah, that's what poor people have instead of money.
    Ben Tennyson: That's right, Ben 10, and I've come all this way to tell you that war just isn't cool.
    Argit: Here you are, gentlemen, the finest blasters money can buy. (getting paid) Much appreciated, and death to the red guys.
    Argit: Death to the blue guys, and have a nice day.
    (Partnering up as arms dealers, Kevin catches Argit hoarding a little gold for himself)
    Argit: Aw, come on! Cut me a little slack, will ya?
    Kevin Levin: Why not? We're in a growth industry, aren't we?
    Swampfire: Nobody's leaving this cave until you work out a peace treaty.
    Red Leader: Impossible!
    Blue Leader: That's what I told him!
    (Swampfire chases them deeper into the cave with a fireball before reverting to Ben)
    Blue Leader: (coming back out with Red Leader) Uh...Ben 10?
    Ben Tennyson: That was fast. Did you work out something?
    Blue Leader: Uh, no. We just want to know when lunch is.
    Ben Tennyson: There's not going to be any lunch... or dinner... not till you two come up with a peace treaty!
    Red Leader: You can't do that! (Ben scowls) Eh... e-e-easy, Ben 10. Violence never accomplishes anything.
    Probity: Dear Mr. Ben 10, I don't have a home now. I have to work double time at the factory, and it's all your fault. I finally found something I hate more than war – you!

### Vreedle, Vreedle [3.06]

    Octagon Vreedle: What do I keep telling you, Boid, if we destroy it we won't get paid. And that would be...?
    Rhomboid Vreedle: ...Bad?
    Octagon Vreedle: That is correct.
    Octagon Vreedle: We're the Vreedle brothers ma'am, providing quality service for all repossession needs throughout the galaxy. No questions asked.
    Rhomboid Vreedle: Mmhmm, because we're what you call, "Uncurious".
    Octagon Vreedle: Let me do all the talking here, boy. Delicate sitchyations such as these require a certain procedural acumen, which I happen to be well-versed.
    Rhomboid Vreedle: Uhhh...
    Octagon Vreedle: Just be cool, man. Be cool!
    Octagon Vreedle: Now, can you see how one might construe that there reaction of yours as a tad bit excessive, if not wholly unnecessary?
    Rhomboid Vreedle: Oh, I'm just as sorry as I can be, Octagon. You know how much I like to blow stuff up good.
    Ben Tennyson: [about the court order] Just a bunch of alien mumbo jumbo.
    Kevin Levin: No, it's legit alright. [Ben looks at him] What? I used to do a lot of repo work back in the Null Void.
    Gwen Tennyson: So the Vreedle Brothers really do have the right to repossess Ship?
    Kevin Levin: Repo boot - I know how to get 'em off.
    Ben Tennyson: This does not surprise me. I'll stall them.
    Octagon Vreedle: What do I keep telling you, Boid? If we destroy it, we won't get paid, and that would be...
    Rhomboid Vreedle: (long pause) Bad.
    Octagon Vreedle: That is correct.
    Jetray: I'll wrap this up fast with Humungousaur! (mistakenly transforms into Echo Echo)
    Echo Echo: Echo Echo? Oh, man!
    Julie Yamamoto: (to Ship) We're not going to let them take you.
    Ben Tennyson: Somebody could use him as a weapon.
    Gwen Tennyson: And you don't want Julie to lose her pet, either. Right, Ben?
    Ben Tennyson: Oh. Sure. That, too.
    Julie Yamamoto: (sarcastically) That sounded sincere.
    Rhomboid Vreedle: Can I blow him up real good now, Octagon?
    Octagon Vreedle: No, Boid. We needs him or we don't get paid. Just blow him up a little bit.
    Ben Tennyson: This looks like that spaceship we borrowed from that guy on the moon that time.
    Kevin Levin: Yeah...
    Ben Tennyson: You told him you were gonna give it back!
    Kevin Levin: And I will...eventually.
    Octagon Vreedle: And now, if you will excuse us, we'll be moseying along, since there ain't nothing you can do to... (Gwen puts them in a forcefield) This is a predicament I did not anticipate.
    [in the borrowed spaceship]
    Ben Tennyson: What's this button for?
    Kevin Levin: Did I not mention this' a rental?
    Ben Tennyson: [Sees asteroids in front of them] Incoming!
    Kevin Levin: [tries to dodge them] Now what you wanna do is- [Ben presses the button, the ship fires at the asteroids] That?
    [At Bellwood, Mr. Smoothie]
    Gwen Tennyson: Of course he does! You heard him. Ship's a powerful weapon.
    [Back in the spaceship]
    Ben Tennyson: What is it with her and that "dog" anyway?
    Kevin Levin: You guys found it on your first date right?
    Ben Tennyson: I don't think that has anything to do with it.
    Kevin Levin: [smiles] Yeah? Keep thinking. You get better with practice.
    [Back at Bellwood, Mr Smoothie]
    Gwen Tennyson: Kevin? [chuckles] Oh please! If it isn't about his car... excuse me, his "ride", or some alien tech, he's pretty much oblivious.
    [Back in the spaceship]
    Kevin Levin: Nah, Gwen's cool. On your left! [Ben destroys another asteroid]
    Ben Tennyson: Complicated?
    [Back at Bellwood, Mr. Smoothie]
    [Back the spaceship]
    Ben & Kevin: Girls!
    [Gwen has blasted the Vreedles]
    Octagon Vreedle: She has painfully set us on our backside, Boid.
    Rhomboid Vreedle: Mmhmm, she most certainly needs aggressive blowin' up.
    Octagon Vreedle: Now, I'm gonna ask again nicely: everyone back away from the glob! [Rhomboid backs away] Not you!
    Kevin Levin: Okay, here's how it's gonna go down. I've got loads of experience in a courtroom setting.
    Ben Tennyson: As a defendant.
    Kevin Levin: So just follow my lead.
    Ben Tennyson: Who's the hero here? Hello! Omnitrix bearer. They'll listen to me before they listen to criminal mastermind Kevin Levin.
    Kevin Levin: Mastermind? [turns his face and smirks at Ben]
    Judge Domstol: You do not eat children! Yes, they're delicious, but we have laws.
    Kevin Levin: Keep thinkin'. You'll get better with practice.
    Baz-El: Once the word spread about my property's participation in nothing less but saving the entire universe from eradication from the uncouth, foul smelling Highbreed-
    Highbreed Bailiff: HEY! [Bangs the judge's desk] OBJECTION!
    Judge Domstol: ...And where is the property now?
    Baz-El: The uh, Vreedle brothers are in the process of retrieving it for me, your honor.
    Judge Domstol: The Vreedle brothers?! Who in their right mind would hire the Vreedle brothers to bring somebody back alive?!
    Gwen Tennyson: Ugh! You okay in there Julie?!
    Julie Yamamoto: Great, this is fun.
    (Octagon throws disc at Gwen's mana shield, causing it to shrink)
    Gwen Tennyson: (examines hands) Ugh! This is not good! (ruins behind Julie and Ship) You sure you don't want to shoot them?
    Julie Yamamoto: Uh-huh.
    Gwen Tennyson: Then we need a distraction. [Starts popping bubble wrap]
    Octagon & Rhomboid: [distracted] Ooh...
    Octagon Vreedle: (having popped the last bubble in a bubble wrap sheet) Such is the fleeting nature of all things.
    Judge Domstol: Don't I know you, son?
    Kevin Levin: Don't think so sir.
    Judge Domstol: You're Kevin Levin! Didn't I tell you the next time I see you in my court room, I'd chuck you in the Null Void?!
    Kevin Levin: I can explain!
    Judge Domstol: That's what you always say!
    Kevin Levin: Your honor. Baz-El basically hired a couple of dog catchers to take away a poor kid's dog. I mean, who does that?
    Ben Tennyson: [Walks in front of Kevin] Let me handle this.
    Kevin Levin: No! I'm handling it, we agreed!
    Judge Domstol: Never in all my days-
    Kevin Levin: We are so, so sorry, your honor. Your excellency, your-. Quick, Tennyson. W-what's another big word?
    Judge Domstol: The court rules in favor of... [camera zooms in on Kevin, Ben and BaZ-El] Ben Tennyson!
    Baz-El: What?
    Kevin Levin: WHAT?!
    Judge Domstol: There is no reason the wielder of the Omnitrix should have to bother himself with petty matters such as this.
    Baz-El: Cease and desist! You are no longer in my employ.
    Rhomboid Vreedle: Huh?
    Kevin Levin: He's not gonna pay you.
    Rhomboid Vreedle: Not! Gonna!! PAY US?!!! [blasts Baz-El]
    Octagon Vreedle: [sighs] Remember what we talked about you overreacting? Well, one could consider this particular occasion also qualifying as such!!
    Ben Tennyson Yeah, thanks. But you know it kinda feels like you're putting a lot of pressure on our relationship.
    Kevin Levin: It's just a dog, Ben.
    Julie Yamamoto: (to Ben) You went halfway across the galaxy just to save Ship, so I know you really do care about him, and me, but I won't make a big deal about it and embarrass you in front of your friends.
    Kevin Levin: Too late.

### Singlehanded [3.07]

    Sunder: Where's the Omnitrix?
    Spidermonkey: Green watch thingy, hourglass symbol, turns you into all kinds of superpowered aliens?
    Sunder: Yes!
    Spidermonkey: (sly voice) Never heard of it.
    Sunder: Don't toy with me. I know you have the Omnitrix. I have traced its energy here with this.
    Spidermonkey: Cool! Where'd you get it?
    Sunder: I am Sunder -- finder or rare and precious objects.
    Spidermonkey: Seriously, you carry an axe and your name is Sunder? Well, I guess that's no worse than...
    Humungousaur: Humungousaur!
    Ben Tennyson: O...kay.
    Sunder: The Omnitrix will fetch me a handsome price.
    Ben Tennyson: Lots of luck getting it off my wrist.
    Sunder: I'll worry about the details later.
    Ben Tennyson: My hand! Where's my hand?! I don't get it. I can still feel my hand, but where is it?
    Swampfire: (after his right hand gets bitten off) Dude, I'm already short one hand. (hand grows back; looks at his missing left hand) Why can't I do that with this one?
    Julie Yamamoto: It's not funny, Kevin.
    Kevin Levin: Sorry, sorry. Okay. [sees Ben's hand move, starts laughing again]
    Kevin Levin: See that energy surge? Classic sign of dimensional displacement.
    Julie Yamamoto: Which means?
    Kevin Levin: Ben's fine! The rest of him's just somewhere else. Had the samething happen to me when I tried to use a Personal Refurbished Forcefield Belt, spend three hours with my nose in another dimension. Aren't you gonna ask me how I smelled?
    Gwen Tennyson: Terrible. Just like your joke.
    Kevin Levin: Relax! I got some stuff in here I can cludge into a retrieval beacon generator. Shouldn't take a second.
    Gwen Tennyson: [sees Sunder] I don't think we have that long.
    Gwen Tennyson: Kevin! Can you work a little faster?
    Kevin Levin: I can help buy a little time! [left arm grows, charges at Sunder and punches him]
    Julie Yamamoto: He's down.
    Kevin Levin: Not for long. And I can't build this thing and protect you ladies at the same time.
    Gwen Tennyson: This "lady" can protect herself thank you very much!
    Kevin Levin: But she needs a weapon.
    Julie Yamamoto: I already have one. (shows Ben's cut off hand)
    Kevin Levin: So you're saying you wanna hold Ben's hand. (laughs)
    Gwen Tennyson: That's not funny.
    Kevin Levin: Could come in handy.
    Gwen Tennyson: [annoyed] You done?
    Kevin Levin: Yeah, I'm out.
    Sunder: The Omnitrix, at last!
    Julie Yamamoto: (tossing Ben's hand to Gwen) Keep away from the big ugly guy!
    (Kevin looks up)
    Gwen Tennyson: She meant the other one!
    Gwen Tennyson: Quick! Turn into Humungousaur.
    Kevin Levin: Are you crazy? Swampfire!
    Julie Yamamoto: Wait. What does he look like?
    Gwen Tennyson: [Shields Julie and Kevin] Humungousaur!
    Kevin Levin: Swampfire!
    Gwen Tennyson: Humungousaur!
    Kevin Levin: Swampfire!
    Sunder: Enough of this!
    [Julie gasps]
    Sunder: (after fighting with Sunder, Julie is suddenly held hostage; to Gwen) Now, hand over the Omnitrix or I slice the girl in two!
    Julie Yamamoto: Wait, me?
    Gwen Tennyson: Alright, you win, you can have the Omnitrix, just let her go!
    Sunder: The Omnitrix first!
    Kevin Levin: (interrupting Gwen and Sunder) How about the Omnitrix never?!
    Ben Tennyson: Oh, how did I... (activates the machine, Julie is released, Ben comes back, finds himself back on Earth, is extremely shocked, suddenly looks at Kevin) :Kevin Levin: Told ya...
    (Gwen and Julie both happy to see him, both give him a tight hug together)
    Julie Yamamoto: Ben!
    Gwen Tennyson: You're alright!
    Sunder: The Omnitrix! Now!
    Ben Tennyson: Oh, I'll give you the Omnitrix! (goes to slap the Omnitrix, sees that his hand is missing) Oh, not again!
    Kevin Levin: [as Sunder gets his axe stuck in the hood of his car] What is it with everybody wrecking my car?!
    Ben Tennyson: Mind telling me what's going on here?
    Kevin Levin: Short answer.... Energy Axe plus Omnitrix equals dimensional displacement. Which means your hand is probably wherever you just were.
    Ben Tennyson: My hand is in the Null Void?!
    Julie Yamamoto: How do we get it back?
    Kevin Levin: Simple, all we have to do is reverse the polarity of the thing that displaced it in the first place.
    Ben Tennyson: The axe?!
    Kevin Levin: I said it was simple, not easy.
    Sunder: I won't ask again. The Omnitrix!
    Kevin Levin: Is history, gone, finito. We don't have it. You don't have it.
    Sunder: You can lie to me, but you can't lie to my scanner. (looks down at his scanner, noticing the Omnitrix isn't picking up) Hey, what's the deal?
    Ben Tennyson: (to Kevin) I don't think it's gone. I mean, I can still feel my hand.
    Kevin Levin: Just shut it and follow my lead. (to Sunder) Forget the Omnitrix, what if I told you I could get my hands on a Tachyon anti-matter cannon for you?
    Sunder: I'm listening.
    Kevin Levin: I got another biard coming later, but I'd much rather do business with someone trustworthy like you.
    Sunder: Skip the sales pitch, just show me the anti-matter cannon.
    Brainstorm: Brainstorm?
    Sunder: Gone, History, Finnito, eh?
    Brainstorm: Sunder, I implore you, do not exact vengeance upon my veracity-impaired colleague. I hereby definitively, albeit reluctantly, relinquish all claims on said Omnitrix, and render it into your possession forthwith. Ha! (zaps Sunder with electricity) I believe the vernacular is, "psych"!
    Sunder: You will pay for your insults!
    Brainstorm: I sincerely doubt you would display such bravado. Will you cognisunt of you imminent encounter with...
    Humungousaur: Humungousaur! Bring it on, tiny! I can beat you with one hand tied behind another dimension! (Sunder cuts Humungousaur's weapon) Then again, maybe I can use another... hand. Maybe there is strength in numbers, lots of numbers!
    Echo Echo: Echo Echo!
    Sunder: I don't need an axe to finish you off!
    Gwen Tennyson: Neither do we!
    Ben Tennyson: That's it, I need a recharge.
    Kevin Levin: Then we better get your hand back before he wakes up. Keep the beam fixed on Ben's arm.
    Ben Tennyson: What are you doing?
    Kevin Levin: This shot has to be just right.
    Ben Tennyson: And if it's not?
    Kevin Levin: Then bits of you gets scattered across multiple dimensions. Don't worry, I'm pretty sure I can do this.
    Ben Tennyson: Pretty sure? Will you just do it already?
    Kevin Levin: Oops, sorry, my bad. I meant to do that. Okay, this time for real! I'm really gonna do it.
    Gwen Tennyson: Oh, for the love of...
    Ben Tennyson: I'm back in one piece!
    Kevin Levin: Told you I could do it!
    Gwen Tennyson: I did it.
    Ben Tennyson: I'm the one who beat the bad guy... single-handed.
    Julie Yamamoto: Speaking of Sunder, where'd he go?
    Sunder: Give it back! I command you, give it back!

### If All Else Fails [3.08]

    Gwen: Having fun?
    Kevin: Pros of campouts? Fresh air, barbeque burgers. Cons of campouts? Your Grandpa Max's old plumber stories we've heard 10 times before.
    Max: So Devin Levin laid down some cover fire while I defused the bomb. (sighs) Have I told this story before?
    Gwen: Grandpa!
    Kevin: That's what's up!
    Kevin: [about Max's burgers] Squid? I thought those were hamburgers.
    Ben: [looks at it] That would explain the tentacles.
    Kevin: [receives a hamburger] These are regular burgers, right?
    Ben: [looks at it] I see eyes and a beak in there.
    Max: That was the last of my ground squid too. I have some hamburger meat in the freezer, though. I guess we could eat that.
    Kevin: Well, if we're out of squid, what can we do?
    Kevin: [wakes up] I'll get the chow. Last time Max made breakfast, we had scrambled eggs and eyeballs.
    Kevin: No dinner last night, no breakfast this morning. What are we, on a diet?
    Kevin: Usually i'm murder on house plants.
    Kevin: Didn't you hear the news? The war's over.
    Highbreed: Perhaps, but our defeat will bring you nothing but sorrow, vermin!
    Kevin: (after Ben is attacked) Nobody smacks him around but me!
    Highbreed: You are doomed!
    Spidermonkey: Don't think so. You're going to tell me how to stop that thing or I'm going to have to hurt you! (changes back into Ben; Ben groans)
    Ben: Figures. Stupid Omnitrix!
    Max: 5 of 91 seedlings present. Sufficient animal biomass for failsafe activation.
    Highbreed: Excellent. Activating final stage.
    [Gwen grabs Kevin and throws him into the weapon. He falls back out and looks at her reproachfully]
    Gwen: Just thought I'd try something.
    Kevin: We're not gonna just stand here and let the brussel sprout that walks like a man nuke us, are we?
    Kevin: Come on. We'll follow in my car.
    Ben: Forget the car. I've got a better idea. (tried to turn into Way Big, but turns into Humungousaur)
    Humungousaur: Way Big... Aw, man! Humungousaur. I wonder if the Omnitrix is still under warranty.
    Kevin: We've tried going easy and we've tried going hard. Now what?
    Ben: We don't know enough about that thing to stop it... But maybe there's someone who does! (starts running off) Slow it down. I'll be back as soon as I can. (activates the Omnitrix)
    Jetray: Jetray!
    Kevin: Would be nice if he'd let us in on the plan once in a while.
    Kevin: You mean that thing has got an "on" switch but no "off?"
    Gwen: What good's a fail safe if you could turn it off?
    Kevin: (as they're climbing up the exhaust) If you ever tell anybody about this...
    Ben: Trust me. It'll be our secret.
    Kevin: What do you think would happen if I lit a match?
    Ben: Don't!
    Highbreed: Who are you?
    Ben: He is Reinrassic III, the seventh son of the Noble Highbreed House of Derazza, Direct descendant of the Pure Blooded High Order of Rarsect and personal friend of mine.
    Reinrassic III: I am the Higbreed Supreme.
    Highbreed: Impossible! You are impure! Look at your hand!
    Reinrassic III: [Shows his hand, revealing an insignia] Yes look at it!
    Highbreed: You wear the Imperial Seal! [bows] My apologies, Highbreed Supreme.
    Kevin: [to Highbreed] Here to finish the job, huh?
    Highbreed: As a matter of fact, insect, that is precisely why I am here.
    Swampfire: We'll fight you!
    Highbreed: You understand nothing. My orders were to destroy you so I unleashed this weapon. Now my orders are to stop it and so I shall.
    Gwen: This place is coming apart! If you stay here-
    Highbreed: All the more reason for you to gather the other humans and leave this place. Go!
    Reinrassic III: He was a soldier doing his duty. There is no higher honor for a Highbreed.
    Gwen: Just tell us... Are there any more Highbreed doomsday plans left on Earth we should know about?
    Reinrassic III: Absolutely not! [pauses] Um, I will... check the records.

### In Charm's Way [3.09]

    (A ball hits Kevin's head)
    Boy: Hey, can we have our ball back?
    Kevin: Sure, kid. (pops the ball) Here you go.
    Ben: Nice, Kevin. What's next? Kicking puppies?
    Kevin: This little outing was your idea. So just lay there and work on your Ben tan.
    Ben: OK. I'll tan and you lighten up.
    Kevin: No one's the boss of me, Tennyson. Remember that.
    Gwen: Please lighten up, Kevin.
    Kevin: (cracks a smile) Ok, Gwen. (Ben chuckles) What? What're you thinking?
    Ben: I'm not thinking anything.
    Gwen: I can vouch for that. Hey anybody wanna get me a bottle of water?
    Ben: Rock, paper, scissors?
    (Ben puts scissors and Kevin, paper when the Rock monsters come out of the ocean)
    Gwen: Rock!
    Goop: [melting one of Charmcaster's rock monsters] Gwen! Check it out! Acid rock!
    Gwen: (noticing a vortex behind Goop) Ben get clear! Now!
    Goop: Come on Gwen. You worry too much. (notices the vortex) Or just enough.
    Ben: Magic vortex? Nice work Gwen!
    Gwen: It wasn't me.
    (boy walks up to Kevin)
    Kevin: (coughs) What are you looking' at?
    Boy: It's okay. I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean!
    Kevin: (angrily) Why you!
    (Gwen grabs Kevin's shoulder)
    Gwen: It's OK, Kevin, it's OK.
    Kevin: (angrily) No it's not!
    Gwen: I don't know how to help you.
    Kevin: (softly) Why is that a surprise? You don't know how to do much of anything.
    Gwen: (infuriated) What did you say!?
    Kevin: (angrily) I didn't ask you for any help! (pushes past Ben and Gwen) I'm gonna go fix my ID mask.
    Charmcaster: Well, well, my pets. Gwen Tennyson has a boyfriend, but he's not happy. Hmm. Perhaps sending you to destroy was too simple a revenge. After all she stole my spell book, the least I can do is steal something important to her...
    Caroline: Small-block V8, 300 horsepower and what nitrous tank for afterburners?
    Kevin: Liquid oxygen. I like to go fast. You into cars?
    Caroline: I could be in yours, if you asked me nice. Corners like a dream. Is there anything this car can't do?
    Kevin: It's not submersible, but i'm working on it.
    Caroline: OK...
    (Charmcaster transforms back from her disguise)
    Charmcaster: Your mind is all blank.
    Kevin Levin: (hypnotized) Totally.
    Charmcaster: You will bring Gwen Tennyson to the planetarium at midnight. (Kevin nods) Taking her boyfriend was just the warm-up. There I will use the full power of concentrated moonlight siphoned through a mystical field, to steal her very essence! By the time I'm done, there'll be nothing left of her.
    Kevin: She probably won't show up when I tell her that.
    Charmcaster: Don't tell her you simpleton!
    Kevin: Hey give me a break. My mind's a blank.
    Charmcaster: (frustrated) Just bring her! Talk her into it, make an excuse. Force her if you have to. Here. (snaps her fingers and a necklace appears around Kevin's neck)
    Kevin: And if Ben tries to stop me?
    Charmcaster: Destroy him.
    Kevin: 'Kay. (walks off to complete his mission)
    Gwen: This is ridiculous! I should have never listened to you. I should be helping Kevin cope with what's happened to him.
    Ben: Cope, shmope.
    Gwen: Wow. Can't argue that logic.
    Ben: Hey at least he's got no limits on going hero. I have to depend on the Omnitrix, which does what I want maybe half the time. Plus it keeps timing out. Kevin should stop whining about how tough he has it!
    Gwen: He's not whining Ben. He just has a lot on his mind.
    Gwen: Kevin! I don't want to hurt you!
    Ben: That makes one of us. Time for Humungousaur!
    (activates the Omnitrix and tries turn into Humungousaur, but turns into Diamondhead instead)
    Diamondhead: Diamondhead? Fine! I can work with this.
    Diamondhead: Plenty more where...
    (Omnitrix times out)
    Ben: Aw! Can't you give a guy a little warning?
    Ben: Her name was Caroline?
    Kevin: Yeah, single-haired girl, had magical powers.
    Gwen: Charmcaster, it has to be.
    Ben: We haven't seen her since we were kids, and she's obviously looking for some payback. Is she cute?
    Gwen: Ben!
    Kevin: More than cute, hot!
    Gwen: Kevin!
    Kevin: I can still remember we were talking...
    Gwen: About what?!
    Kevin: About... stuff, you know, its all kinda blurry after she kissed me.
    Gwen: (angry and shocked) She kissed you?!
    Kevin: Yeah, I didn't really mean to tell you that part.
    Gwen: (sarcastically and angrily) Really. (storms off)
    Ben: That was a stupid thing to say.
    Kevin: Can't argue with you there.
    (After some time reaching the destination in Kevin's car, Kevin trying to justify himself)
    Kevin: It was not like I was kissing her, much. It was like 80% her kissin' me.
    Charmcaster: Gwen Tennyson. I've been waiting 5 years to say this; I love what you've done with your hair.
    (after Gwen got up)
    Ben: Are you OK?
    Gwen: She stole all my power. How do you think I am?
    Ben: Uh, weak?
    'Gwen: I deserved this. I was too angry...
    Kevin: I can see how she would make you...
    Gwen: I was angry with you!
    Kevin: Wait. Me?
    (Gwen's eyes widen)
    Gwen Tennyson: (having trouble explaining) No! Okay, yes, a little! I mean, why were you even hanging out with her?
    Kevin: Because I thought she liked me.
    Gwen: And I don't?
    Kevin: If you liked me so much, how come you haven't bothered to find a way to change me back?
    Ben: Dude!
    Kevin: After all, as long as i'm a monster, no other girl would want me right?
    Gwen: We are not having this conversation.
    Ben: Please, for once...?
    (activates the Omnitrix and turns into Murk Upchuck)
    Murk Upchuck: Upchuck! I called it! (charges into battle) This is the fight I was born for!
    (Murk Upchuck is drinking Mr. Smoothy's innards)
    Mr. Smoothy: Stop please! I'm half empty!
    Murk Upchuck: Bad attitude. You're half full!
    Gwen: Your problem is that magic is the only thing you're about, but for me, magic is only 1 aspect of who I am.
    Kevin: (to Gwen) Good timing. That truck was really giving me problems. It was kind of humiliating.
    (Murk Upchuck vomits on Kevin)
    Kevin: Obviously just a warm up for this humiliation.
    Kevin: Where's Gwen?
    Ben: Went home. You hurt her pretty bad.
    Kevin: I hurt her? I'm the one that looks like this and she hasn't doesn't a thing about it!
    Ben: (getting angry) You are a giant rock faced jerk!
    Kevin: Yeah, whatever.
    Ben: Not whatever. She's been spending every spare moment going through every magic book she can find to try and help you. She's been doing it since the accident!
    Kevin: Sh-she never told me.
    Ben: Should she have had to?
    Charmcaster: [about to get sucked into a portal] Help! [She grabs onto her rock minion's leg who hangs onto a pole] Don't let go, you brainless boob! You useless lump! [Her minion glares at her & lets go. They both get sucked into the portal.] YOU DID THAT ON PURPOSE!

### Ghost Town [3.10]

    Zs'Skayr: Please, the light... burns!
    Vilgax: And if I were to stop it?
    Zs'Skayr: Don't toy with me, Vilgax. Ask for what you want.
    Vilgax: I do not ask, Ghostfreak. I demand, and you obey! I will free you from your prison and in return you will tell me what I wish to know.
    Zs'Skayr: The knowledge to defeat Ben Tennyson. The secrets of the Omnitrix.
    Vilgax: Tell me, then I will set you free.
    Ben Tennyson: (while waiting for Gwen on the miniature golf course) And five centuries later...
    Gwen Tennyson: (watching a falling object) What was that?
    Kevin Levin: Whatever it was, it better not have landed on my ride.
    Kevin Levin: Whatever. Scariest thing so far is how bored I'm getting.
    (Gwen takes out an alien pest with a golf ball)
    Kevin Levin: Nice shot.
    Gwen Tennyson: Yeah. I guess he wasn't up to par.
    Kevin Levin: Whadda you mean?
    Gwen Tennyson: It's a golf joke. Never mind.
    Kevin Levin: [While fighting a mole-like creature on a miniature-golf course] I don't like golf, but I'm a fan of Whack-a-Mole.
    Humungousaur: Gwen, look, A mole in one. HAH!
    Ben Tennyson: What's your problem, Gwen?
    Gwen Tennyson: Don't you remember how many times this guy tried to kill you?
    Ben Tennyson: Not exactly. A lot. That's what makes this so much fun. What was it you needed?
    Vilgax: I. need. your. help!
    Kevin Levin: And what makes you think he's gonna help you, squid face?
    Vilgax: One word - Ghostfreak.
    Kevin Levin: Come on! This couldn't be a more obvious trap if there was a sign that read "free cookies"! Ben really does like cookies!
    Ben Tennyson: Probably... but I really do like cookies.
    Vilgax: My people are not warriors like me. They are innocent women and children.
    Kevin Levin: Why should we believe anything you say?
    Vilgax: What other reason would I come grovelling to your pitiful planet?
    Gwen Tennyson: If he is telling the truth, we can't just let people suffer.
    Kevin Levin: Better them than us.
    Ben Tennyson: My watch, my responsibility.
    Kevin Levin: It's not just all about Ben Tennyson!
    Ben Tennyson: Vilgax won't touch you while I'm around. It's totally safe... (to Vilgax) ... but the first sign of a double-cross and you're a sushi platter!
    Swampfire: (thinking Vilgax had betrayed him and his companions to the Ghostfreak) I can't believe you tried to trick us into- (sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions) ...saving a little girl? Okay, now I feel like a jerk!
    Gwen Tennyson: The big bad has a conscience. Who knew?
    Kevin Levin: Great! Even the freaks don't want me!
    Gwen Tennyson: Kevin...
    Swampfire: That's a good thing! You should stay up front!
    Vilgax: (meeting up with Ben at...) Burger Shack.
    Ben Tennyson: (to Vilgax) I got you the kiddie meal, so don't let them know you're over 8.
    Vilgax: (about Zs'Skayr) He tried to possess me.
    Ben Tennyson: He always was the possessive type.
    Ben Tennyson: Nothing says distraction like a tentacle-faced alien.
    Vilgax: i grow weary of your help.
    Zs'Skayr: (as his minions restrain Vilgax) Hold him. I wish to possess this one myself. With Vilgax, Ben Tennyson and myself as one, there will be no power in the universe that can stop me!
    Vilgax: Foolish child. If I had not taken you out of the battle, Ben Tennyson himself WOULD have - permanently.
    Kevin Levin: Don't do us any more favors, Vilgax.
    Vilgax: It won't happen again. I assure you.
    Vilgax: This time you will die, ecotonurite scum!
    Ben Tennyson: What happens in Vilgaxia stays in Vilgaxia.
    Kevin Levin: What's wrong with you?! (after pushing down and shielding Gwen from a possessed Ben)
    Gwen Tennyson: Kevin! His Omnitrix is gone. (after realizing that Zs'Skayr took control of Ben's body)
    (as the Zs'Skayr-possessed Ben attacks)
    Gwen Tennyson: Ben, stop it! You're hurting your friends! Please, I know you're in there, somewhere!
    Vilgax: And that's exactly what I plan to take care of!
    Vilgax: What a wonderful opportunity. Both of my greatest enemies in one body. What is it you humans say? I can kill two birds with one stone.
    Ben Tennyson: You are so losing your evil cred.
    Vilgax: Watch your tone, Ben Tennyson! If I didn't need your help...!
    Ben Tennyson: [smiles] There's the bad guy we all love to hate!
    Vilgax: This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning...

### Trade Off [3.11]

    Kevin Levin: Pretty careless of you to let me track you down!
    Darkstar: Hardly careless, otherwise I'd never have left a trail so obvious even an imbecile could follow it. I wanted you to find me, Kevin. Both our lives depend on it.
    Kevin Levin: If this is another one of your tricks, I assure you I am entirely sincere.
    Darkstar: If I release you, will you at least hear me out?
    Kevin Levin: You got one minute. Go!
    Darkstar: My question is a simple one. Do you like being trapped in your current hideous form?
    Kevin Levin: About as much as you like being a butt-ugly, energy-sucking vampire. No offense.
    Darkstar: None taken. For that is precisely my point. What would you say if I told you there was a way for both of us to become normal again?
    Kevin Levin: How?
    Darkstar: I'll show you. [Kevin follows him; opens the book and points to a golden ancient artifact] This is the Dominus Librium-- an ancient instrument of extraordinary power and decidedly alien origin.
    Kevin Levin: Looks like an over-sized wishbone.
    Darkstar: Legend has it that the Librium was actually a sophisticated power conduit, capable of transferring extraordinary energies from one vessel to another.
    Kevin Levin: Thanks for the history lesson.
    Darkstar: But it's history no longer. After a great deal of effort and expense, I have managed to track the artifact to an isolated island recently risen in the South Pacific.
    Kevin Levin: Not that I don't trust you - which I DON'T - but why are telling me all this?
    Darkstar: Because, quite frankly, I can't get to the artifact alone. I require your unique abilities to retrieve the Librium, and I'm willing to trade you the cure for your help.
    Kevin Levin: Selfish motive. At least that makes sense.
    Gwen Tennyson: Kevin's Plumber badge isn't responding.
    Ben Tennyson: Try it again. He should be here.
    Gwen Tennyson: I'm not his babysitter, Ben. If he wants to ignore us, that's his choice.
    Ben Tennyson: Fine. Then he'll just have to miss all the fun. The Forever Knights aren't gonna kick their own butts.
    Gwen Tennyson: So how do we get there without Kevin's car?
    Ben Tennyson: Easy. We improvise. (activates Omnitrix)
    Jetray: Jetray! (grabs Gwen with his tail) Onward and upward!
    Kevin Levin: So where are we? Easter Island?
    Darkstar: Actually Roponui is several hundred miles from here. This island has been submerged for centuries. A recent undersea upheaval brought it to the surface.
    Kevin Levin: Oh, so it's more like Groundhog Day island. [referring to the statues] Ugly suckers aren't they?
    Darkstar: Who are we to throw stones?
    Kevin Levin: Good point. Let's get what we came for and get out.
    Darkstar: Tread carefully. Those who built this temple did not take kindly to trespassers.
    Darkstar: Can't you feel it? The Librium is transferring your excess power into me.
    Kevin Levin: It... hurts!
    Darkstar: Nothing... worth having is gained... without effort!
    Michael Morningstar: (knocks Kevin out) Our association is hereby concluded. It would be wise of you to never again cross my path.
    [back at Ben's house]
    Kevin Levin: Hey, what can I say? I uh, wished upon a star last night and woke up this morning my gorgeous self. See? No transformation, no powers, no nothing.
    Gwen Tennyson: Really?
    Kevin Levin: What else matters?
    Gwen Tennyson: And that black eye you're sporting?
    Kevin Levin: Oh that? I was so excited to be human again that I uh, run smack into an open door.
    Gwen Tennyson: (as they're about to fight some Forever Knights) Not so fast. Without any powers, you could get hurt in there. You'd better wait here.
    Kevin Levin: What? But I...
    Gwen Tennyson: I mean it.
    Kevin Levin: (staying behind) Great. So now I'm just the chauffeur? What happens when you two finally get your licenses?
    Ben Tennyson: Then I guess it's time for...[Tries to transform into Humongosaur, but becomes Big Chill]
    Big Chill: Big! Chill? Never get what I ask for, never!
    Ben Tennyson: Powered or not, Kevin, you're still an important part of this team. We need you.
    Gwen Tennyson: I'll see you later, Kevin. (Kevin drives off) (to herself) After I make sure you can live with whatever it is you've done.
    Gwen Tennyson: (to herself) Michael's mana led me to him like a beacon. He's inside, I can feel it. (Makes steps out of mana and walks over fence and enters Michael's lair ready to fight)
    Michael Morningstar: (Sees Gwen in mirror from admiring his face) Ah, lovely Gwen. I've been expecting you.
    Gwen Tennyson: I'll just bet you have. Kevin's aura stinks of you. Tell me what you did to him and maybe I'll go easy on you. (Mana's color gets more intense)
    [Ben is pacing back and forth, trying to call Gwen, while Kevin sits on the couch, feeling guilty over his deal with Darkstar.]
    Kevin Levin: Still no answer?
    Ben Tennyson: Nothing. My calls go straight to voicemail. And she has her Plumber's badge turned off, so we can't track her that way.
    Kevin Levin: This is all my fault.
    Ben Tennyson: That Gwen had to run an errand?
    Kevin Levin: That she's gone to do something stupid. [Ben glares at him] Okay, stop staring at me like that. You're creepin' me out.
    Ben Tennyson: So talk.
    Kevin Levin: [Gives in] Fine. I made a deal with Michael Morningstar, okay? Gwen must have figured it out somehow, and now she's gone off to find him.
    Ben Tennyson: [Enraged] You what?! [Kevin looks down in guilt] Then we better find her, fast.
    Ben Tennyson: Fastest way to track her is as Jetray! [Transforms into Echo Echo]
    Echo Echo: Echo-Echo!?
    Kevin Levin: That's getting old, Ben. Seriously.
    Echo Echo: Tell me about it!
    Michael Morningstar: Thank you for giving me your power, lovely Gwen, it tastes... delicious. And while we're at it, Benjamin, suppose I take yours as well. [uses the Librium's power to fire an energy absorbing beam at Swampfire] That's it, children, give me your power! GIVE ME ALL YOUR POWER!
    Gwen: No! NOO!!
    Kevin: What do I do?! what can I do?! Without my powers, I'm useless! Hang on Gwen, I'm coming!
    Michael Morningstar: [blocks him with his energy shield] I wouldn't advise that, Kevin! The balance of energy to the Dominus Librium is delicate. If you interrupt the flow in any way, the consequences can be catastrophic!
    Kevin Levin: I don't care! Nothing matters as long as Gwen is safe!
    Darkstar: [Horrified and enraged] No! Look! (looks at his reflection in the mirror) Look what you've done to me! You'll pay for this. (takes his mask and puts it on) Someday, you will all pay! (runs away and escapes)
    Gwen Tennyson: Think we should go after him?

### Busy Box [3.12]

    Ben Tennyson: Anything?
    Kevin Levin: Not yet. But the scanner detected level 20 alien technology somewhere near here.
    Gwen Tennyson: Level 20? But the only level 20 technology in the whole galaxy is-
    Ben Tennyson: The Omnitrix! Maybe you found a spare.
    Kevin Levin: Actually, whatever we're detecting is level 20+. The scale on this thing doesn't go any higher.
    Ben Tennyson: This is stupid, we've been driving around all night.
    Gwen Tennyson: Before we give up, pull over, I wanna try something. [They get out of the car] You know how my powers have trouble with technology? I'm thinking, maybe it works the other way around. [Makes ball of mana and throws it unto the ground making it spread throughout the area]
    Ben Tennyson: So if your mana hits something super high-tech- [sees large glow in the distance] …that!
    Gwen Tennyson: Careful, Ben.
    Kevin Levin: Two words that contradict each other.
    Gwen Tennyson: You mean it's an oxymoron?
    Kevin Levin: Some kind of moron.
    Ben Tennyson: Ha, ha.
    [The Naljian Destructor transforms into a copy of Ben]
    Ben Tennyson: Whoa!
    Naljian Destructor: Whoa!
    Ben Tennyson: What are you? Where did you come from?
    Naljian Destructor: What are you? Where did you come from?
    Ben Tennyson: Cut it out!
    Naljian Destructor: Cut it out!
    Ben Tennyson: I don't sound like that!
    Naljian Destructor: I don't sound like that!
    Gwen Tennyson: Kinda do.
    Kevin Levin: Huh. I bet people would put up some serious cash for a robot version of themselves. [the Naljian Destructor transforms into a copy of him] Cool. What do you say we load this handsome devil into the car, take him home, and see what makes him tick?
    Naljian Destructor: What do you say we load this handsome devil into the car, take him home, and see what makes him tick?
    Kevin Levin: Okay, that's getting a little annoying.
    Naljian Destructor: Okay, that's getting a little annoying.
    Kevin Levin: Knock it off.
    Naljian Destructor: Knock it off.
    Kevin: [covers the robot's mouth and the robot shoves him in return, damaging his ID mask] Great. You broke my ID mask.
    Naljian Destructor: [transforms into his mutation copy] Great. You broke my ID mask.
    Gwen Tennyson: This is getting out of hand.
    Ben Tennyson: [activates Omnitrix] No problem. I'll just… [The Naljian Destructor turns into a copy of him again] Okay. It's hero time! [turns into Humungousaur]
    Humungousaur: HUMUNGOUSAUR!
    Gwen: Nice shot Kevin.
    Kevin Levin: Thanks Gwen. Guess they don't make annoying imitator robots like they used to.
    Spidermonkey: Right. Should have figured.
    Naljian Destructor: [as Spidermonkey] Right. Should have figured.
    Spidermonkey: I am so gonna… [Omnitrix flashes red] Out of power. Sure. Why not?
    Gwen Tennyson: Kevin, wait!
    Kevin Levin: What do you mean "wait?" That thing's determined to wreck my ride!
    Ben Tennyson: He's sort of already wrecked it.
    Gwen Tennyson: "She's."
    Ben Tennyson: Are we doing this again?
    Gwen Tennyson: Actually, we aren't doing anything. And neither is she.
    Kevin Levin: I don't get it.
    Ben Tennyson: It's copying whatever we do.
    Gwen Tennyson: We showed it we wanted it to fight, so it fought. We need to do something else. We don't know who or what you are, be we don't mean any harm. Come here. Meditate with me.
    Naljian Destructor: [sits on the ground with a thump, as a copy of her] Meditate with me.
    Ben Tennyson: I get it, as long as we stay calm…
    Gwen Tennyson: It stays calm.
    Ben Tennyson: So, you're going to just sit there?
    [The Naljian Destructor transforms into a copy of him again, the third time]
    Gwen Tennyson: Guys?
    Naljian Destructor: Going to just sit there?
    Ben Tennyson: Okay. Good. So long as nothing sets him off.
    [They see the Vreedle Brothers' ship coming down]
    Kevin Levin: You mean like a spaceship landing?
    Ben Tennyson: I've seen that ship before.
    Gwen Tennyson: It'll come to you.
    [The Vreedle Brothers' ship lands and they come out]
    Ben Tennyson: The Vreedle Brothers.
    Octagon Vreedle: It appears that you've got something that belongs to us.
    Octagon Vreedle: (to Rhomboid) Didn't you notice that there are two Ben Tennysons here, one of which is of obviously inferrior workmanship and quality?
    Kevin Levin: (to Ben) I think he means you.
    Ben Tennyson: Thanks.
    Swampfire: It's not fair! Vreedles can't shoot fireballs!
    Kevin Levin: This time, when I pound you, you're stayin' pounded.
    Gwen Tennyson: What are you gonna do with it?
    Rhomboid Vreedle: Why, auction it off to the highest bidder.
    Octagon Vreedle: Not that our business is any of your...business.
    Swampfire: Anybody up for a smoothie?
    Kevin Levin: Vreedles twice in one day? It's like the opposite of Christmas.
    Ben Tennyson: When we win, I want the money for the smoothie.
    Ben Tennyson: I'm almost afraid to ask, but what happened?
    Rhomboid Vreddle: Well, we was on our way to sell the thing, and some robot cops tried to make us pull over.
    Octagon Vreedle: They took exception to us blastin' a toll booth.
    Rhomboid Vreedle: I didn't have no change.
    Ben Tennyson: I'm not following.
    Octagon Vreedle: The robot may have took the wrong lesson from our completely reasonable actions.
    Gwen Tennyson: What do you mean "took the wrong lesson?"
    Octagon Vreedle: He learned that he really likes destroying things.
    Ben Tennyson: [after the Naljian Destructor destroys Mr. Smoothy's; dismayed] Oh, man!
    Kevin Levin: They are totally gonna stop letting us hang out here.
    Octagon Vreedle: We don't want it anymore, so it's your problem now.
    Naljian Destructor: [fires up and destroys the Vreedle Brothers' ship as it takes off] It's your problem now. [turns into a fusion of Humungousaur, Spidermonkey and Swampfire] This isn't good.
    Ben: I really do say that a lot don't I?
    Kevin: Yeah. Getting old.
    Gwen: Guys, can we stay on task?
    Ben: Okay, This looks like a job for Humungousaur! (Turns into Lodestar instead)
    Lodestar: Or Lodestar. He's good too.
    Lodestar: Who are you?
    Kevin Levin: Whoever she is, she needs to get out of the way. That thing's a dangerous weapon. It needs breaking.
    Gwen Tennyson: It's been nothing but trouble.
    Naljian Mother: Trouble? That's impossible. But then you are remarkably unintelligent.
    Naljian Mother: Oh. You should really be more careful. This toy is clearly marked "Not for children under three million years old."
    Kevin Levin: I would never let a kid of mine play with something like that.
    Ben Tennyson: [imitating the robot with an empty can] Run away! [Gwen and Kevin gasp and turn around] Gotcha!

### Con of Rath [3.13]

    Gwen Tennyson: Hurry up! We're losing our light!
    Ben Tennyson: We're not losing the light; it's eight in the morning! The beach is open all day.
    Gwen Tennyson: You're right. Get a move on, Kevin!!
    Kevin Levin: (drives the car out of the garage) Geez, I'm coming! I'm like, five minutes late. What's the big deal?
    Gwen Tennyson: I'll tell you what the big deal is: I've been trying to go to the beach for a month, and every time we're about to leave, something happens. Monster on the loose, alien invasion.
    Ben Tennyson: Sometimes it rains.
    Gwen Tennyson: Well, not this time. This time... (Zaw-Veenull appears) Just forget I said anything.
    Zaw-Veenull: Greetings. I am ambassador Zavinom from the planet Lewoda. We are seeking Ben Tennyson.
    Ben Tennyson: Present! What's up?
    Zaw-Veenull: We hope you will undertake a delicate mission on our behalf. Only the legendary Ben Tennyson has the reputation and the skill to accomplish it.
    Ben Tennyson: That's because I saved the...
    Gwen Tennyson and Kevin Levin: Whole entire universe.
    Gwen Tennyson: We know.
    Zaw-Veenull: You must deliver this treasure so that peace may reign between the Lewodans and our foes, the Pantophage.
    Kevin Levin: Treasure, you say?
    Zaw-Veenull: Allow me to present the Tiffin, our crowned prince, if you will.
    Kevin Levin: Cute, if you're into cotton swabs.
    Gwen Tennyson: I'm sorry. I didn't get your name.
    Cicely: I am Cicily, she who bore him.
    Kevin Levin: So, it's like a hostage exchange.
    Zaw-Veenull: Hostage? Oh, no. No, no, no. It is simply a show of trust, to demonstrate our sincere desire for peace with the Pantophage. Isn't that right, Cicily?
    Cicely: Yes, of course, ambassador.
    Zaw-Veenull: Is anything wrong, Ben Tennyson?
    Ben Tennyson: Wrong? Me? (laughs) No, I'm good.
    Zaw-Veenull: Excellent. Now, this credit cube is for your expenses.
    Kevin Levin: Is that a gold cube? I've never seen one before. They don't have any spending limit.
    Gwen Tennyson: How are we supposed to get the Tiffin where he needs to go?
    Zaw-Veenull: Well, of course we will supply you a ship.
    Gwen Tennyson: We're supposed to fly in that thing?
    Kevin Levin: Absolutely. That's a Tachyon... ugly on the outside but all engine on the inside. Whoo-hoo! Road trip!
    Ben Tennyson: Don't worry, ambassador. We'll get the Tiffin to his destination. You have the word of Ben Tennyson.
    Gwen Tennyson: You're talking about yourself in the third person now?
    Ben Tennyson: Sure. After all, Ben Tennyson did save the whole...
    Gwen Tennyson: You know what? Stop. Something's not right.
    Kevin Levin: What do you mean? This ship is, like, straight off the showroom floor.
    Gwen Tennyson: I don't mean the ship. I just have a feeling that ambassador hasn't told us the whole story.
    Kevin Levin: Of course not. Ambassadors lie. That's their job.
    Gwen Tennyson: And you aren't curious about what's really going on?
    Kevin Levin: No.
    Gwen Tennyson: And you think it's right to use a baby to seal a peace treaty?
    Kevin Levin: So the prince grows up in castle number 1 or castle number 2. What's the diff?
    Ben Tennyson: Ow!
    Rath: Rath!
    Gwen Tennyson: Ben? Ben!
    Kevin Levin: Dude, you're messing up the...
    Rath: You want to fight me, Kevin Levin? Let's go!
    Gwen Tennyson: Someone needs a time-out.
    Rath: Ugh! Time-out?! It's time for you to learn that nobody can beat me at... did I just use up all my air? Ugh. What?
    Gwen Tennyson: Ben, can you understand me?
    Rath: Of course I can, Gwen Tennyson! You think I'm stupid?!
    Kevin Levin: Yeah, thick as a brick.
    Rath: You want to fight? You want to fight?! Aah!
    Gwen Tennyson: Not helping, Kevin. Calm down, Ben. I need you to listen. You've become something called an Apoplexian. We looked it up in the A.L.D.B.
    Rath: Huh?
    Gwen Tennyson: "Alien life form database."
    Kevin Levin: Apoplexians are powerful, argumentative, and extremely aggressive. They believe any problem can be solved by hitting it.
    Rath: Not true! Sometimes you have to hit things a lot!
    Rath: YOU WANNA FIGHT ME, KEVIN LEVIN?! [Throws Kevin at the wall] LET'S GO!!!
    Gwen Tennyson: Someone needs a time out! [puts a mana sphere over Rath's head]
    Rath: [Tries to get the sphere off his head] TIME OUT?! IT'S TIME FOR YOU TO LEARN THAT NOBODY CAN BEAT ME AT-!!! Did I just use up all my air? [hangs his tongue out of his mouth and falls unconscious]
    [Rath regains consciousness, Gwen and Kevin walk up to Rath]
    Gwen Tennyson: Ben, can you understand me?
    Rath: 'Course I can, Gwen Tennyson!! You think I'm stupid?!!
    Kevin Levin: Yep, thick as a brick.
    Rath: [stands up] YOU WANNA FIGHT?! YOU WANNA FIGHT?!! DAAAAAAAAGGGHHH!!! [attempts to attack, but cannot because Gwen has used her mana to restrain him]
    Gwen Tennyson: Not helping, Kevin. [turns back to Rath] Calm down, Ben! We need you to listen. You've become something called an Appoplexian. We looked it up in the ALDB.
    Rath: Huh?
    Gwen Tennyson: Alien Lifeform DataBase.
    Kevin Levin: Appoplexians are powerful, argumentative and extremely aggressive. They believe any problem can be solved by hitting it.
    Rath: Not true! Sometimes you have to hit things a LOT!
    Kevin Levin: It also says they're not too bright. [crosses his arms. Rath growls at him] Dude, did you just growl at me?
    Gwen Tennyson: OK, Ben, I'm going to let you go, but you have to stay calm. Control your anger. No stomping! [lets Rath go]
    Kevin Levin: Maybe you wanna reboot the Omnitrix and get back to normal?
    Rath: OK, but not 'cause you told me to!
    Kevin Levin: Nope. It was your idea.
    Rath: OK. Here we go. Changing back. [slaps the Omnitrix symbol, but doesn't change back and the Omnitrix symbol makes a 'powering down' noise] Wha'? It's busted! [whacks the Omnitrix symbol repeatedly, but still doesn't change back] COME... OFF ME! [starts to pull at the Omnitrix symbol, obviously generating a lot of pain]
    Gwen Tennyson: Stop! Ben!
    Rath: [still yanking at the Omnitrix symbol, eventually flings himself onto the ground. Gwen, Kevin and the Tiffin go over. Rath sits up, suprising the others] Anybody hungry?!
    Gwen Tennyson: (about Argit) Not to mention that, every time we run into him, we almost get killed.
    Kevin Levin: Are you saying you don't like my friends?
    Gwen Tennyson: No! I'm saying he's NOT your friend!
    Gwen Tennyson: [about Argit] He's a conman, who would sell his own mother for lunch money.
    Kevin Levin: I happen to know he got top dollar for his mom.
    Kevin Levin: This whole trip is like one of those dreams, where everyone you know is in it, and they all wanna hurt you!
    Gwen Tennyson: I don't have dreams like that.
    Kevin Levin: Oh. Uh, me neither!
    Gwen Tennyson: But we saw you two go up in an explosion.
    Octagon Vreedle: Yeah, that sort of thing occurs on a fairly regular basis. We're what you might call "clones."
    Rhomboid Vreedle: [Sees Rath] Is that an Appoplexian?
    Octagon Vreedle: Yep, and they're even dumber and meaner than we are!
    Rath: [After Octagon blows up his plate of food] LEMME TELL YA SOMETHIN', OCTAGON VREEDLE!!!! YOU'VE GONE TOO FAR!!! A MAN'S FOOD IS HIS CASTLE!!!
    Octagon Vreedle: [confused] I believe what you've done there is mixing what-ya-might-call-it,... methaphors!
    Commander Sangfroid: Greetings, Earthlings. This is commander Sang-Froid.
    Kevin Levn: You're an Incursion.
    Commander Sangfroid: Yeah, I am. Now, as you know, we Incursions love war. Can't get enough of this stuff. Its what we live for.
    Gwen Tennyson: Aha... And your point is...?
    Commander Sangfroid: This peace-mission your on,... we're against it. So prepare to be boarded, then killed. Nothing personal.
    Rath: LEMME TELL YA SOMETHIN', INCURSION COMMANDER SANG-FROID!!! RATH HAS A BETTER IDEA!!! I'M COMING OVER!!! [Walks to the airlock]
    Gwen Tennyson: You're gonna need a Space Suit!
    Rath: Whatever!
    Rath: OKAY, INCURSION COMMANDER SANG-FROID!!! I BEAT UP EVERYBODY ON THE SHIP FOR YOU!!! WE CAN FIGHT, OR YOU CAN GO!!!
    Commander Sangfroid: Ribbit.
    Rath: Taydenite?!
    Gwen Tennyson: Told you he wouldn't like it.
    Kevin Levin: (gets lifted up by Rath) What's the big deal?
    Rath: The big deal?! The big deal is...uhhh...uhhhh...(puts Kevin down) You tell him.
    Gwen Tennyson: Because, every time you mention Taydenite, Vulkanus shows up and tries to kill us.
    Rath: What she said!
    Kevin Levin: Come on...you're exaggerating.
    Vulkanus: (appears out of a cave) Hey! What are you doing here?! (army of aliens come out behind him) Doesn't matter... Kill them!
    Vulkanus: Hang on... Is that you, Ben Tennyson?!
    Rath: Yeah. So?
    Vulkanus: So what happened, did you set the Omnitrix to UGLY? (laughs) Set the Omnitrix to ugly...! (laughs at his joke more; his minions start to do the same)
    Rath: LEMME TELL YA SOMETHIN', VULKANUS!!!
    Kevin Levin: (steps forward before Rath can attack) Whoa, big guy! Let me handle this.
    Gwen Tennyson: You?
    Kevin Levin: Yeah, me. You think Ben's the only one who can do a negotiation?
    Gwen Tennyson: Well, not at the moment.
    Kevin: (turns to Vulkanus) Vulkanus, you've made a lot of money off me. Do we have to be enemies?
    Vulkanus: Pretty much, yeah.
    Kevin Levin: Even if I'm willing to pay for what I need (pulls out a small gold cube), say 10 times the golden rate.
    Vulkanus: I like the way you're thinking! (leans forward) But considering that you're in my territory, and there's no way for you to escape, the number seems...low.
    Rath: (to Vulkanus) C’mon, that’s a great deal! Considering every time we run up against you, WE KICK YOUR BUTT!!
    Vulkanus: What... did you say?!
    Rath: I should have said "SPANK your butt", since you’re just a (yells at Vulkanus) LITTLE BABY IN THAT BIG, MECHANICAL SUIT!!!
    Kevin Levin: Er, Ben, I got this one.
    Rath: I’m gonna call you BABYMAN, Babyman!
    Vulkanus: You're not getting ANY Taydenite from me! In fact, you FORGET about getting off this planet!
    [Vulkanus orders his pickaxe minions to attack Rath, Gwen, and Kevin]
    Kevin Levin: Hey, I was negotiating!
    Rath: No! THIS is negotiating! (bashes two Pickaxe aliens together)
    Kevin Levin: As we make our final approach to the Pantophage home planet, let me say thanks to all of you for flying with us on Kevin Levin Airway.
    Gwen Tennyson: Oh, just button it.
    Tiffin: Meh-meh-meh-ba-ba boo.
    Rath: Oh, relax. You'll be okay.
    Gwen Tennyson: I have an incoming signal... from the planet Lewoda.
    Cicely: My dear Tiffin, I just wanted to tell you how proud I am of what you're doing for our people. (to Rath) Please, I beg of you, do not give my son to the Pantophage.
    Rath: Hang on! You came to us, 'kay? We didn't ask for this job but, like it or not, now we gotta finish it!
    Gwen Tennyson: Don't be such a hard-nose about it!
    Cicely: No, he is right. It is as it must be.
    [Rath, Gwen, & Kevin bring the Tiffin to a large temple where a huge, red Jarret is sitting on a throne]
    Jarret: I am Jarret, King of the Pantophage.
    Rath: [snatches the Tiffin's egg from Kevin] Let's get it over with. [shouts] We brought you the Tiffin!
    Jarret: And, I thank you for your trouble.
    [He takes hold of the egg. The Tiffin squeaks sadly]
    Rath: Sorry, little guy.
    [He lets go of the egg. Jarret places the Tiffin on top of a yellow cake]
    Jarret: There. Isn't that... lovely? [Quickly picks up the Tiffin and eats him, then rubs his stomach] Ah...
    [Rath, Gwen and Kevin stare in disbelief and shock. Kevin faints]
    Rath: DID YOU JUST EAT THE BABY?!?!?!
    Jarret: Ah, yes. I did.
    Rath: I THOUGHT YOU WERE GONNA KEEP HIM!!! I THOUGHT IT WAS A PEACE OFFERING!!!!
    Jarret: Yes, well, he was all at. Plus a rare delicacy. That's what a peace offering is, here on my planet.
    Rath: Eating! BABIES! IS NOT! COOL!!!! [He jumps down Jarret's throat, wriggles around in his stomach, and bursts through Jarret's front teeth, holding the Tiffin. The Tiffin squeaks.] Yeah, I know, same here.
    Jarret: [feels the gap in his teeth with his tongue] How dare you! Certainly you realize that this means WAR!
    Rath: [gives Kevin the Tiffin] Hold this. [He leaps onto Jarret's face] LEMME TELL YA SOMETHIN', JARRET OF PANTOPHAGE!!! I JUST JUMPED DOWN YOUR THROAT!!! YOU START A WAR WITH THE LEWODANS AND I'LL DO IT AGAIN!!! ONLY NEXT TIME, I'LL KNIT YOUR INTESTINES INTO A SWEATER!!!!
    [The Tiffin reunites with Sicily]:
    Cicely: My son! Alive! It's a miracle!
    Kevin Levin: Glad to help. Now, about our fee-[Gwen elbows him]
    Gwen Tennyson: We're happy it all worked out.
    Zaw-Veenull: As am I. On behalf of Lewoda, let me to offer our sincere gratitude to you, for negotiating with the Pantophage, who otherwise would have-
    Rath: [confronts him] Did you know Jarret was gonna eat the baby?!
    Zaw-Veenull: Er, well, I wasn't sure exactly, but-
    Rath: [Points his claw at Zaw-Veenull's face threateningly and glares at him] Never. Talk to me. Again. [Zaw-Veenull backs away as Rath retracts his claw]
    Cicely: Thank you, Ben Tennyson. Thank you all!
    [Rath turns back into Ben as Zaw-Veenull, Cicely, and the Tiffin leave]
    Gwen Tennyson: Ben, you're back!
    Ben Tennyson: Yeah! As soon as the Tiffin left, I went back to normal.
    Gwen: That baby must have sent out some sort of interference that messed with the Omnitrix.
    Kevin Levin: Good guess.
    Ben Tennyson: You KNEW?!
    Kevin Levin: Well, I wasn't sure exactly, but...
    Ben Tennyson: [Angry] Kevin... Rath would like a word with you. [turns into Rath]
    Rath: LEMME TELL YA SOMETHIN', KEVIN E. LEVIN!
    Kevin Levin: [squeaks] Please don't.

### Primus [3.14]

    Psyphon: Vilgaxia is safe again, sire. The people love you. Something wrong, my liege?
    Vilgax: I find their approbation hollow.
    Psyphon: Begging your forgiveness, master... how so? You are the conqueror of ten worlds. All bow down to your might and goodness.
    Vilgax: Almost all.
    Psyphon: Surely, you don't let the fact that Ben Tennyson has repeatedly defied you...
    Vilgax: Speak with care, Psyphon. Your council is valuable, not irreplaceable.
    Psyphon: Of course, master. My point was simply that if you so chose, you could defeat Tennyson and wrest the Omnitrix from him.
    Vilgax: I know you seek to goad me into reckless action, toad. But know this... I am closer than ever to controlling the Omnitrix's power. I will free you from your prison, and in return, you will tell me what I wish to know.
    Ghostfreak: The knowledge to defeat Ben Tennyson, the secrets of the Omnitrix!
    Vilgax: Tell me, then I will set you free.
    Ghostfreak: Primus.
    Psyphon: Master, what are you thinking about?
    Vilgax: Revenge.
    Gwen Tennyson: Didn't we already destroy this thing before? Whoa!
    Kevin Levin: Not this one. Techadons are mass-produced battle robots.
    Lodestar: Too bad, so sad. You just can't resist my magnetic personality.
    Gwen Tennyson: Don't let the gauntlet get away!
    Kevin Levin: Not this time.
    Lodestar: Any last words?
    Ben Tennyson: Huh? You are a piece of junk!
    Omnitrix: Omnitrix must return to Primus.
    Ben Tennyson: Who's Primus? Thanks.
    Gwen Tennyson: Don't just thank me. Turn into something and fight! Ugh!
    Ben Tennyson: How about some Humungousaur! Humungousaur?
    Omnitrix: That function is not available. Omnitrix must return to Primus.
    Kevin Levin: What's that all about, Tennyson?
    Ben Tennyson: I don't know. It's never happened before. Where are all my aliens?!
    Omnitrix: That function is not available. Omnitrix must return to Primus.
    Ben Tennyson: Somebody named Primus is jamming the Omnitrix?
    Kevin Levin: Never heard of him. Ugh!
    Ben Tennyson: Guys?!
    Gwen Tennyson: He's teleporting.
    Ben Tennyson: Ugh! Dude!
    Gwen Tennyson: Sorry. Didn't feel like being left behind this time.
    Kevin Levin: It was a clean hit. So, what is this place?
    Ben Tennyson: Not a clue.
    Kevin Levin: (looking at Omnitrix) And the flashing?
    Ben Tennyson: Add it to the growing list of things I don't understand.
    Kevin Levin: Incoming!
    Ben Tennyson: You know, If I built the Omnitrix, I would've added a few improvements... like making it work!
    Gwen Tennyson: Kevin?
    Kevin Levin: Got your backs.
    Gwen Tennyson: They're after the Omnitrix!
    Ben Tennyson: Good luck getting it off. This thing's not going anywhere. Without yours truly. Huh? Ha! Who's the hero? You're in trouble now! Take that! CHOO-CHOO-CHOO! CHOO-CHOO! And some of that. PA-DOW, PA-DOW, PA-DOW!
    Gwen Tennyson: It isn't destroying them, it's scanning them.
    Ben Tennyson: Taking DNA samples?
    Kevin Levin: Well, stop taking samples. And start taking names. You're mr. big-shot wielder of the Omnitrix. Wield something.
    Omnitrix: Omnitrix has returned to Primus. Ben Tennyson had fulfilled purpose. Omnitrix must find creator.
    Ben Tennyson: Wait, wait?!
    Gwen Tennyson: Don't let it get away!
    Kevin Levin: I got this! (jumps in after Ben)
    Gwen Tennyson: (panicking after a while) Ben! Kevin! (uses her mana to burst them out)
    Kevin Levin: (after landing on a tree with Ben) What part of "I got this" do you not understand?
    Kevin Levin: What's that all about, Tennyson?
    Ben Tennyson: I don't know. It's never happened before. Where are all my aliens?!
    Omnitrix: That function is not available. Omnitrix must return to Primus.
    Ben Tennyson: Somebody named Primus is jamming the Omnitrix?
    Kevin Levin: Never heard of him.
    Ben Tennyson: You know, if I built the Omnitrix, I would've made a few improvements - like making it work!
    Omnitrix: Omnitrix has returned to Primus. Ben Tennyson has fulfilled purpose. Omnitrix must find creator.
    Ben Tennyson: Wait. What?
    (the Omnitrix flies off his wrist)
    Gwen Tennyson: Don't let it get away!
    Ben Tennyson: I don't believe it. The Omnitrix is... gone.
    Ben Tennyson: I lost the Omnitrix. Azmuth is gonna kill me!
    Kevin Levin: Dude, he's already so mad at you, it couldn't get any worse.
    Ben Tennyson: Really?
    Kevin Levin: No.
    Ben Tennyson: The slugs, the mud... Ugh.
    Kevin Levin: Stop complaining like a girl.
    Gwen Tennyson: Excuse me?
    Kevin Levin: Sorry. I was trying to insult Ben, and it got away from me.
    Azmuth: Give me a minute... I'm a little out of practice...
    Ben Tennyson: It's Azmuth!
    Gwen Tennyson: We should've known! The Omnitrix kept saying it was looking for its creator!
    (Vilgax throws a boulder at Azmuth, who transforms into Rath and catches it)
    Rath (Azmuth): Let me tell you something, Vilgax, conquerer of ten worlds!! Azmuth will defeat you!! Azmuth will hunt you down even though you're standing right there!! You are no match for the awesomness of Azmuth!!!
    Vilgax: At last, the Omnitrix is mine.
    Ben Tennyson: (watching from a distance) No.
    Vilgax: Behold, the power of the Omnitrix!
    Azmuth: Ben Tennyson?
    Ben Tennyson: Azmuth. Everything's going to be okay. (pats Azimuth on the head)
    Azmuth: Did you just "there, there" me?
    Vilgax: Ben Tennyson, prepare to meet your doom!
    Ben Tennyson: Yeah, I don't think so.
    Vilgax: Ben Tennyson. I know you're here somewhere. If you ever wish to see your friends alive again, step forward!
    Azmuth: They're already lost. There's nothing you can do.
    Ben Tennyson: I'll think of something. Hero, remember? (stepping forward and speaking loudly) Vilgax, I'm here! Let them go!
    Vilgax: (about the Omnitrix) Tell me how to use it!
    Azmuth: Umm... No.
    Vilgax: [unable to access the Omnitrix] Tell me, Tennyson, is there a key? A magic word?
    Ben Tennyson: You'd have to ask Azmuth - not that HE'D ever tell.
    Vilgax: For your sake, pray that you are wrong, for if he does not, the great Ben 10 AND his friends shall be fed to the Codon Stream.
    Ben Tennyson: Codon Stream? That's... bad, right?
    Vilgax: (exiting) You amuse to the very end, Ben Tennyson.
    Gwen Tennyson: What's a Codon Stream? I thought that stuff was green lava.
    Kevin Levin: Seriously? We're about to be boiled alive and you want to learn a new vocabulary word?
    Kevin Levin: (after Ben defeated Vilgax, following Azmuth, and speaking to Gwen about the incident when Ben gave in with Vilgax) Couldn't you have acted way over the top when Ben gave in to Vilgax? (pretends to act like Gwen, putting up a girly voice) Ben, noooooooooooo!!!
    Gwen Tennyson: (defending herself) I was just trying to help Ben trick Vilgax!
    Kevin Levin: Sure. Keep telling yourself that! (Gwen gave Kevin an angry look)
    Vilgax: (after seeing Azmuth with Ben, Gwen and Kevin, trying to figure out the secrets of the Omnitrix) This world is important to you, eh, Azmuth? More important than your own life? Or those of these children? That leaves me an intriguing option. Tell me how to activate the Omnitrix, or I'll destroy the whole planet.
    Ben Tennyson: No!
    Azmuth: Ben!
    Ben Tennyson: Azmuth can't help you. He's just trying to protect me. I'm the only one who knows how to work the watch!
    Azmuth: That's not-
    Kevin Levin: Button it, genius.
    Vilgax: You'll work the Omnitrix for me?
    Ben Tennyson: (thinking of an agreement) If you let my friends go!
    Vilgax: We have an agreement! You teach me to operate the Omnitrix, and I'll free your friends! But you, Ben Tennyson, will die.
    Ben Tennyson: (thinking of something else in mind, putting up an act) All right. I guess I have no choice!
    Gwen Tennyson: Ben, noooooooooooo!!!!!
    Ben Tennyson: (shouts to Gwen) I know what I am doing Gwen!
    Kevin Levin: Since when?
    Vilgax: (breaks Ben's chain and throws him) Show me, human!
    Ben Tennyson: (starting to teach Vilgax, as much to Kevin's, Gwen's and Azmuth's shock) See, when you turn the dial, you have to be pushing in at the same time. (stops at the hologram of Goop and presses it)
    Azmuth: (closes his eyes since the light of the Omnitrix is too strong) Ben, noooooo!!!!!
    Goop (Vilgax): (does some experimenting with Goop's power) The power is unbelievable! I can do anything!
    Ben Tennyson: Almost anything! (snatches Goop's gravity projector and deactivates it, double-crossing Vilgax)
    Goop (Vilgax): (tries to attack Ben, but falls to the ground before he can) What did you do? (straining to get up) I can't move!
    Ben Tennyson: (cunningly) I know. I turned off Goop's artificial gravity! (snatches the Omnitrix from Vilgax and puts it on his hand, now trying to show off) Who's the hero?
    Gwen and Azmuth: (together and annoyed by Ben's act) You are.
    Ben Tennyson: Everybody?
    Kevin Levin: (also annoyed and rolling his eyes) You are.
    Ben Tennyson: All I ask for is a little credit.
    Ben Tennyson: Azmuth!
    Kevin Levin: Quick! Chew through our chains!
    Azmuth: I am not a rodent!
    Kevin Levin: Coul'da fooled me...
    Way Big: (grabs Vilgax's hand, whacking his face repeatedly with it) Stop punching yourself, stop punching yourself, stop punching yourself!
    Kevin Levin: Heh heh heh heh... Classic...
    Vilgax: To the victor goes the spoils.
    Kevin Levin: Sorry to spoil your spoils.
    Azmuth: I suppose I'll have to move the planet and hide it again.
    Ben Tennyson: You're WELCOME.
    Azmuth: I just wish to thank you, all of you, for your service to the universe.
    Ben Tennyson: What?
    Azmuth: We've had our differences, but I know your hearts are in the right place. Although if it were my design, I'd move your hearts a bit more to the center..
    Ben Tennyson: So are we okay again? I mean, does this make up for-
    Azmuth: Damaging my Omnitrix? No. I shouldn't even allow you to leave with it.
    Ben Tennyson: But will you?
    Azmuth: You are welcome, Ben Tennyson.

### Time Heals [3.15]

    Gwen: Ortus.
    Hex: Odd. I could swear I heard...
    Charmcaster: I told you, uncle Hex, there's nothing here. It's late. Go to bed.
    Gwen: I am one lucky girl.
    Kevin: We're gonna miss the kick off.
    Ben: The car's gone. I don't think anyone's home. You're gonna break it.
    Kevin: No, I'm not. It was already loose. We should go in. She'd want us to.
    Gwen: What are you guys doing here?
    Kevin: Nothin'. We definitely were not about to sneak in so we could watch the game on your dad's 60-inch TV. Also, your doorbell was already busted when we got here.
    Ben: No, it wasn't. He broke it.
    Gwen: You know what? I don't really care. Go watch your game. I'll be right back.
    Kevin: Did your hear what she said?
    Ben: That she doesn't care about the doorbell?
    Kevin: It was code. What the meant was she doesn't care about me.
    Ben: Aw, Golly, Kev. That's just crazy talk. Gwen thinks you're swell!
    Kevin: She doesn't even pretend to like me anymore. Anyway, who could blame her? I mean, look at me.
    Gwen: Ortus, Expositus. Quis Quondam Eram Afflictus. Iam Vicis Mos Redintegro...
    Professor Paradox: There's an old saying in my field. "Time travel is for immortals and fools." And I speak from experience.
    Gwen: Professor Paradox?
    Professor Paradox: Hello, Gwen.
    Gwen: What are you doing here?
    Professor Paradox: I'm about to warn you not to go through with this plan of yours. [Looks at his pocket watch] See, I just did... right on schedule. Now comes the part where you tell me...
    Gwen: This spell can send me back in time... back to when Ben and Kevin tried to hack the Omnitrix.
    Professor Paradox: Yes. And you think if you can stop them, there won't be any explosion and Kevin won't be transformed into a monster and everything will be wonderfull again.
    Gwen: Yes!
    Professor Paradox: No. Generally, two out of three isn't bad. But in this case, however... Trust me, Gwendolyn... Don't do this.
    Gwen: But I haven't been able to cure Kevin with my magic. It's the only way.
    Professor Paradox: There's always another way. In fact, sometimes to do something, all you need to do is nothing.
    Gwen: [starts crying] You're not making any sense.
    Professor Paradox: I'm often accused of that. But I'm the time walker and I'm generally quite well informed on these matters.
    Gwen: I have to do this.
    Professor Paradox: I suppose you do. But mark my words, Gwen Tennyson... you are about to unleash forces that you can neither comprehend nor control. Toodle-oo! (vanishes)
    Gwen: Quis Quondam Eram Afflictus. Iam Vicis Mos Redintegro. Quis Venit Pro, Mos Nusquam Esse.
    Ben: I'm pretty sure I know how to do this myself, anyway.
    Gwen: Ben, that doesn't look right. Turn it off!
    Kevin: Never mind that. It's overloading. Dump the watch!
    Ben: I'll take too long! Run for it, both of you!
    Kevin: Maybe I can...
    Past Gwen #2: Huh? Guys, w-what's happening?
    Gwen: That's a little complicated.
    Past Gwen #2: Who are you?
    Gwen: Who do I look like? I'm you. I've just traveled back in time to give me... Uh, you... important information.
    Past Gwen #2: Prove it.
    Gwen: Prove what?
    Past Gwen #2: Prove that you're me. You could be an imposter, a-an evil twin.
    Gwen: (groans) We don't have time for this.
    Past Gwen #2: Why not? I mean, if you really area time traveler, you should have all the time in the world, right?
    Gwen: Fine. What do you want me to do?
    Past Gwen #2: Tell me something that only I know.
    [Gwen whispering]
    Past Gwen #2: Okay, fine. You're me. And by the way.. Yuck.
    Gwen: You have to admit... Nobody knows that but us.
    Past Gwen #2: Overkill. You could've just told me our locker number or something.
    Gwen: We need to stop Ben and Kevin from hacking the Omnitrix.
    Past Gwen #2: Are you sure?
    Gwen: You never forgive yourself if you let this happen.
    Past Gwen #2: Okay.
    Kevin: Let it go, Ben.
    Past Gwen #2: It's too risky.
    Ben: It's riskier not to. I've figured out a lot about how the Omnitrix works, but if we can bypass the safeguards...
    Kevin: Hey!
    Ben: Ow!
    Past Gwen #2: I said it's too risky! Now promise me you aren't going to hack the Omnitrix.
    Ben: What is wrong with you?
    Kevin: Ah, my stuff!
    Past Gwen #2: Promise!
    Ben: Okay, okay, I promise!
    Kevin: Whatever. I was done with it, anyway.
    Ben: You going to explain that?
    Past Gwen #2: No!
    Gwen: Good girl.
    Hex: Attention, citizens. Surrender. Continued resistance will only result in further suffering. Attention, citizens. Surrender. Continued resistance will...
    Gwen: Charmcaster's monsters. What's she doing?
    Gwen: Back off. I mean it. Don't come any closer, or...
    Gwen: Hey, that's my house!
    Gwen: Where are you, Ben? Oh, Kevin... Not you too. Too Many... I can't... I...
    Hex: Attention, citizens. Surrender. Continued resistance will only result in further suffering. Attention, citizens. Surrender. Continued resistance will only result in further suffering. Attention, citizens. Surrender. Continued resistance...
    Gwen : (as she gets up from the ground and looks around,she sees Spidermonkey who is moaning softly with pain, hanging from his wrists from the wall. She gasps) Ben! (she runs to him and uses her powers to break the chains holding Ben, who falls to the floor and switches back to his human form, his eyes closed. Gwen helps him sit up, as Ben opens his eyes)
    Ben: (weakly, in a faint voice) Gwen? But... I saw Charmcaster... you were fighting her and she...
    Gwen: I know, Ben... It's all my fault...
    Ben: (Still in pain) But I don't understand.
    Gwen: The Omnitrix... when it blew up... only it didn't... but it should have and would have if only I hadn't tried to fix everything.
    Ben: I know i'm kinda messed up, but you're not making any sense.
    Gwen: I'll explain as soon as I get you out of here.
    (They stand up and move two steps but Charmcaster breaks through the wall with a rock monster and Kevin)
    Charmcaster: Oh sure like that's gonna happen.
    Ben: (to Gwen) You handle the rock monsters, I'll take Charmcaster. (suddenly bends over, gasps in pain, and puts a hand to his chest, his eyes closed)
    Gwen: (holding on to Ben's arm) No Ben. You're hurt.
    Ben: (standing upright again, but still looking as if he's in pain) I've already lost you once. Not gonna let that happen again.
    Hex: I've been waiting for you to show up. After all, you're the time-lost Gwen, the last link to a less-appealing past.
    Gwen: How do you know all that?
    Hex: Magic, my dear. I love this new world your meddling created. I'm not letting you change it back.
    Charmcaster: Are you two done talking yet? Cause I'm totally gonna kill her again.
    Hex: You must learn patience my dear niece.
    Charmcaster: But not right away. First i'm gonna kill...
    (Gwen kicks Charmcaster)
    Gwen: You need to stop saying that.
    Hex: It's time to write the last chapter in this sad little saga.
    Swampfire: Thanks anyway, Hex, but I'm not much of a reader! (lets loose a jet of fire which causes the ceiling above Hex to crumble and knocks Hex out...Gwen summons the book of spells) Let's get out of here, before they have a chance to- (the Omnitrix crackles with sparks as Swampfire falls to the floor in a curled position and Swampfire turns back into Ben and moans in pain as Gwen kneels beside him, her hand on his back)
    Charmcaster: Gwen Tennyson? No way!
    Gwen: Why so surprised?
    Charmcaster: Cause I killed you once and now, i'm gonna do it again!
    Charmcaster: Aah!
    Hex: May I help you find something? Sorry. It's the one book I don't lend out.
    Gwen: You aren't surprised to see me.
    Hex: To the contrary. I've been waiting for you to show up. After all, you're the time-lost Gwen, the last link to a less-appealing past.
    Gwen: How do you know all that?
    Hex: Magic my dear. I love this new world your meddling created. I'm not letting you change it back.
    Charmcaster: Are you two done talking yet. 'Cause I'm totally gonna kill her again.
    Hex: You must learn patience, my dear niece.
    Charmcaster: But not right away. First I'm gonna kill... Unh!
    Gwen: You need to stop saying that.
    Charmcaster: If you think I'm going to fight you, you're dumber than you look.
    Gwen: Hold them off, Ben. I need time to cast a spell.
    Ben: And that'll fix everything? Do what you can. I trust you.
    Gwen: You guys need to make up our mind.
    Professor Paradox: Has been quite a day, hasn't it?
    Gwen: [startled] Would you stop doing that!
    Professor Paradox: Oh. Very well, of I go. [walks away]
    Gwen: No! Please, don't go anywhere!
    Professor Paradox: Actually in my case, it's less of a "where" than it is a "when".
    Gwen: You know what happened here?
    Professor Paradox: You happened. When you went back in time and kept Kevin from mutating.
    Gwen: But that was the plan.
    Professor Paradox: And every plan has unintended consequenses. For instance, Hex and Charmcaster tried to take over the world, as is their want. You, Ben and Kevin swung into action, you were humanity's last line of defense. Only, there was a weak link.
    Gwen: Me?
    Professor Paradox: Oh no, dear. Not you. Kevin. Because you went into the past and undid that explosion, you kept him from mutating. Ergo, the new Kevin, or, eh, the old Kevin, lacked the powers that would have allowed him to stop Hex and so the bad guys won.
    Gwen: I didn't know.
    Professor Paradox: I warned you that time travel is for immortals and fools. I'm the only immortal hereabouts. You do the math.
    Gwen: Where are Ben and Kevin?
    Gwen: Huh?!
    Professor Paradox: Careful. Gravity is not your friend.
    Gwen: Kevin. What did she do to thim?
    Professor Paradox: It amused her to bind him with the same spell she uses to control her rock creatures.
    Charmcaster: Oh, Clumsy, Clumsy Kevin! (chuckles)
    Kevin: Unh! Unh!
    Gwen: I'll save you, Kevin! I promise.
    Professor Paradox: That's the sort of thing that got you in trouble in the first place.
    Gwen: And Ben?
    Professor Paradox: He fought bravely, but eventually, they caught him too. Pity. After you died, he was the planet's last hope.
    Gwen: No! Dead?! Me?!
    Professor Paradox: Yes! Dead! You! Why are we talking this way?
    Gwen: I'm not dead. I'm right here.
    Professor Paradox: Yes. That's one of the odd things about time travel.
    Gwen: I have to change everything back... make it the way it was.
    Professor Paradox: I suppose it wouldn't do any harm to try. However, stealing the book of spells won't be quite so easy this time around, what with all those Rock Monsters, Hex and Charmcaster's heightened powers. Ah, youth. They never listen.
    Gwen: Aah!
    Past Gwen #1: (conversation continues)...Are you sure?
    Past Gwen #2: You will never forgive yourself if you let this happen.
    Gwen: Don't listen to her! I'm from her future and she doesn't know what she's talking about!
    Past Gwen #2: Oh come on! How do I know you're not an impostor?
    Gwen: Ugh, the lock on our locker is broken, we just leave it hanging there so it looks closed...
    Past Gwen #2: Alright, you're me, but I still think we should save Kevin.
    Past Gwen #1: You guys need to make up our mind!
    Gwen: Already done. Paradox was right! We have to let it happen the way it did the first time.
    Past Gwen #2: We can't keep Kevin from mutating?
    Gwen: No... we can't, (puts hand on Past Gwen 1's forehead and wipes memory) and just to make sure she doesn't try—i'll make her forget everything that happened... (turns her around and walks off with Past Gwen #2) Come on...(walks off) we don't belong here...
    Gwen: (after fighting Charmcaster and sending her to the ground) Killing me is not cool! (hits Charmcaster with her mana again)
    Gwen: Ben?!
    Ben: Gwen? But I saw Charmcaster. You were fighting her, and she...
    Gwen: I know, Ben. It's all my fault.
    Ben: I-I don't understand.
    Gwen: The Omnitrix... when it blew up... only i-it didn't, but it should have and it would have if only I hadn't tried to fix everything.
    Ben: Um, I know I'm kind of messed up, but you're not making any sense.
    Gwen: I'll explain when I get you out of here.
    Charmcaster: Oh, sure. Like that's going to happen.
    Ben: You handle the rock monsters. I'll take Charmcaster.
    Gwen: No, Ben, you're hurt.
    Ben: I already lost you once. I'm not gonna let that happen again.
    Swampfire: Swampfire!
    Charmcaster: Tempestas! Aah!
    Gwen: Kevin, no! Aah!
    Hex: It's time to write the last chapter in the sad little saga.
    Swampfire: Thanks anyway, Hex. But I'm not much of a reader! Let's get out of here before they have a chance to...
    Gwen: Hold them off, Ben. I need time to cast a spell.
    Ben: And that'll fix everything? Do what you can. I trust you.
    Gwen: Quis Quondam Eram Afflictus. Iam Vicis Mos Redintegro. Quis Venit Pro...
    Hex: Stop!
    Gwen: Mos Nusquam Esse!
    Gwen #2: Are you sure?
    Gwen #3: You will never forgive yourself if you let this happen.
    Gwen: Don't listen to her! They're from her future and she doesn't know what she's talking about .
    Gwen #3: Oh, come on! How do I know you're not an impostor?
    Gwen: (sighs) The lock on our locker is broken. We leave it hanging there so it looks closed.
    Gwen #3: All right, you're me. But I still think we should save Kevin.
    Gwen #2: You guys need to make up our mind.
    Gwen: Already done. Paradox was right. We have to let it happen the way it did the first time.
    Gwen #3: We can't keep Kevin from mutating?
    Gwen: No. We can't. And just to make sure she doesn't try, I'm gonna make her forget everything that happened. Come on. We don't belong here.
    Gwen #2: Ben, that doesn't look right. Turn it off!
    Kevin: Never mind that. It's overloading. Dump the watch!
    Ben: It'll take too long! Run for it, both of you!
    Kevin: Maybe I can...
    Ben: What have you been doing up here all day? You missed the whole game.
    Gwen: I was working on a project. I lost track of time.
    Kevin: Want to go to Mr. Smoothy? It's Ben's treat. What was that for?
    Gwen: I... don't know.
    Professor Paradox: Hello, young persons.
    Ben: Paradox? What are you doing here?
    Gwen: Is something wrong?
    Professor Paradox: No. Everything's fine.

### The Secret of Chromastone [3.16]

    Ben Tennyson: [coughs and speaks in a weak voice while laying down on the backseat] I don't think I'm gonna make it.
    Kevin Levin: Hang in there, hero! We're almost there!
    Gwen Tennyson: Look! There it is!
    [The team pulls up at Mr. Smoothy]
    Woman: [through speaker box] May I take your order?
    Kevin Levin: One mango-blueberry with extra echinacea, stat!
    Ben Tennyson: [sits up and sneezes] Better make it a double.
    Gwen Tennyson: Okay, Ben, it's just a common cold.
    Ben Tennyson: There's nothing common about this cold, Gwen. It's epic! [blows his nose with his hand]
    Gwen Tennyson: [disgusted] You are completely disgusting, use a tissue. [gives him a tissue]
    Ben Tennyson: I was gonna wipe my hand on my pants.
    Gwen Tennyson: I swear, Ben, you're gonna get us all sick.
    Kevin Levin: [hands the prepared smoothie to Ben] Here you go, Tennyson. An old Levin family cure.
    Ben Tennyson: Really? Smoothies?
    Kevin Levin: Nah. [pours a yellowish-brown color medicine in his smoothie] The smoothie is so you'll be able to choke down the real cure. It's bitteroot. [Ben takes a sip] They call it that because… [Ben makes a vomiting sound and his mouth gets stuck to the straw as he stops drinking] Anyway, it's good for a cold. Also, it's supposed to ward off bear attacks. Drink up.
    Ben Tennyson: [muffled] I can't. My lips are puckered shut.
    Kevin Levin: What?
    Gwen Tennyson: He says he can't. His lips are puckered shut.
    Kevin Levin: You can understand that? You should be a dentist.
    (Diamondhead sneezes out crystal shards)
    Kevin Levin: Didn't you hear Gwen? Use a tissue.
    Gwen Tennyson: Ben? Are you okay?
    Sugilite: Not Ben.
    Diamondhead: He's right. He's Chromastone. I'm Ben.
    Gwen Tennyson: How?
    Diamondhead: Like I ever understood how this works.
    Diamondhead: [surprised to witness Sugilite flying] I didn't know Chromastone could fly.
    Tetrax Shard: He can do far more than that.
    [Gwen binds Tetrax]
    Gwen Tennyson: Why don't you tell us all about it?
    Diamondhead: After we put me back together?
    Kevin Levin: Okay, that's pretty much all of you.
    Diamondhead: "Pretty much"?
    Kevin Levin: It's all we could find.
    Gwen Tennyson: Wait! What are you gonna do with that?
    Kevin Levin: Change him back.
    Diamondhead: We don't know what'll happen if I transform when I'm in pieces like this.
    Kevin Levin: [presses the Omnitrix symbol] Doesn't matter. Eventually, it's gonna time out anyway. [Diamondhead turns back into Ben, looking just as usual] Everything where it's supposed to be?
    Ben Tennyson: [sneezes loudly] Just like before. How does this silicon-based life-form get a cold anyway?
    Tetrax Shard: I've never had one.
    Kevin Levin: From touching doorknobs. Doorknobs and keyboards are covered with germs.
    Ben Tennyson: That wasn't what I-- never mind.
    Tetrax Shard: That's no shooting star! That's…
    [Vilgax emerges from the smoke]
    Ben Tennyson: Vilgax!
    Vilgax: Where is my crystal?
    Ben Tennyson: Maybe I should have stayed in bed after all.
    Vilgax: You stole from me, Tetrax. Give me what is mine, and your death will be quick.
    Tetrax: Get behind me!
    Vilgax: Fool!
    Ben Tennyson: [Talking about Vilgax] I'll handle him! [Attempts to turn into Way Big, but ends up as Humungousaur]
    Humungousaur: Way Big! Oh man... Stupid Omnitrix. [Pulls a street lamp out of the ground] Get ready to rumble, Vilgax, 'cause Humungousaur is gonna...gonna...gonna...
    Kevin Levin: He's gonna blow! [dives out of the way while Tetrax runs for cover. Humungousaur sneezes out a pile of snot which lands on Kevin's car]
    Gwen Tennyson: Uggh, gesundheit!
    Kevin Levin: You are so washing that.
    Gwen Tennyson: Aah! Unh!
    Tetrax Shard: We can't beat him like this! Fall back and regroup!
    Jetray: Jetray!
    Vilgax: Cowards! There's nowhere you can hide from me!
    Tetrax Shard: It's almost time.
    Jetray: Float like a butterfly, sting like a-- Huh? Unh!
    (Vilgax grabs him)
    Vilgax: I'll squash you like the insignificant insect you are!
    Jetray: (as Vilgax chases him) Unh! Flying's no fun if everybody can do it.
    Ben Tennyson: Aw, man!
    Gwen Tennyson: Ben!
    Ben Tennyson: Aah! Unh!
    Gwen Tennyson: Unh!
    Kevin Levin: I've got an idea. Keep him busy.
    Vilgax: The crystal, Tetrax! There is no escape for you! Fools! You're just prolonging the inevitable!
    Kevin Levin: See? Told you I had a plan. I've got another one, too.
    Gwen Tennyson: Do you ever have a plan that doesn't involve crawling around in the sewers?
    Kevin Levin: You're welcome. And stop whispering. We're half a mile away from where Vilgax is looking.
    Ben Tennyson: Good point. Even with his superhearing, he can't pick us out over all the people talking in the desert. AH-AH-CHOO! [Ben sneezes loudly, with the sound of it echoing down the sewer. Everyone glares at him] Come on. What are the odds that he--
    [explosion]
    Ben Tennyson: I wonder if I should really be flying with this cold. What if my head explodes?
    Kevin Levin: Don't worry. In space, no one can hear you sneeze.
    Sugilite: I beg of you, do not do this.
    Vilgax: Why not? The crystal is mine. I paid for it. You're nothing but a common thief! (starts attacking Sugilite)
    Sugilite: Billions of lives are at stake!
    Vilgax: You should be concerned with preserving your own life.
    Ben Tennyson: There it is!
    Tetrax Shard: Petropia. I never thought I'd see it again.
    Gwen Tennyson: But where's Chromastone?
    Ben Tennyson: Look... down there!
    Gwen Tennyson: He's in trouble! Hurry!
    Vilgax: Any last words?
    Sugilite: I must protect my people... have mercy!
    Vilgax: Mercy? Never heard of it! [takes the crystal]
    Sugilite: Aah!
    Tetrax Shard: No! Give it back!
    Vilgax: You bore me, Tetrax. That fool! Using all of the crystal's power just to reassemble a dead world. All this for nothing! [Vilgax flies off]
    Ben Tennyson: I'll show you "nothing!" Come back and fight!
    Tetrax Shard: The crystal?
    Ben Tennyson: It's dead.
    Tetrax Shard: And Chromastone? Then all is lost.
    Sugilite: [moans] No. The stars are still aligned. There is still time. But I'm too weak to continue. Ben... please.
    [Sugilite gives Ben the crystal]
    Kevin Levin: What are you supposed to do?
    Ben Tennyson: I don't know.
    [activates the Omnitrix]
    Diamondhead: But Diamondhead does!
    Tetrax Shard: He's done it!
    Gwen Tennyson: That was incredible! Everyone on the planet is alive again!
    Ben Tennyson: Not everyone.
    Sugilite: Yes, Ben... everyone.
    Ben Tennyson: Chromastone! You're alive!
    Sugilite: Not Chromastone. He is still in your Omnitrix. I am Sugilite, Guardian of Petropia.
    Ben Tennyson: I think this belongs to you. [gives the crystal to Sugilite]
    Sugilite: I am in your debt, as are all Crystalsapiens.
    [Everyone cheers for Ben]
    Kevin Levin: We're never gonna hear the end of this, are we?
    Gwen Tennyson: Not ever.
    Ben Tennyson: Thanks for the ride home, Tetrax.
    Tetrax Shard: It's the least I can do, Ben.
    Gwen Tennyson: We don't want to hold you up. You must be anxious to get back to your friends.
    Tetrax Shard: I am, but first, I have a score to settle with Vilgax.
    Ben Tennyson: Are you sure that's such a great idea? I mean he's pretty much invulnerable.
    Tetrax Shard: Maybe. Maybe not.
    Vilgax: [sneezing after catching Ben's cold] Ah-choo! Ah-choo! I don't believe this! Ah-choo! Ah-choo!

### Above and Beyond [3.17]

    Manny Armstrong: I'm sick and tired of waiting around. Let's go out and find some action!
    Pierce Wheels: No way, Manny. The Wrench told us to wait here.
    Manny Armstrong: So what?
    Pierce Wheels: So when he's not here, I'm in charge. You wanna go on a field trip? First, you have to get by me.
    Manny Armstrong: Sounds like almost ten seconds of pure entertainment!
    Helen Wheels: [breaking them up before they start to fight] Stop it, both of you!
    Alan Albright: Yeah, what if Max sees us fighting like this?
    Ben Tennyson: You can run, but you can't hide!
    Humungousaur: Are the little Plumbers' Helpers spying on me? Stay out of this! If you get involved, I promise, Grandpa Max isn't the only one who's gonna get hurt!
    Pierce Wheels: [while fighting Ben, gaining some time to speak to Ben] Ben, whatever's controlling you, you have to fight it!
    Goop: [putting up an act] Help me, Pierce. I can't stop myself! You're my only hope!
    Pierce Wheels: What can I do to help? [suddenly Goop throws some goo on Pierce's face]
    Goop: [laughs] "What can I do to help?" You're pathetic!
    Manny Armstrong: Who needs help? It's four against one.
    Alan Albright: It's four against Ben. He taught us practically everything we know.
    Manny Armstrong: I know you're in here. Come out and show yourself! The others might be afraid, but I'm not scared of you!
    Ben Tennyson: That's because the others are smarter than you.
    Manny Armstrong: My Blasters!
    Ben Tennyson: You don't need them to take on little old me...
    Manny Armstrong: You got that right!
    Ben Tennyson: Too bad you're not fighting just little old me [Transforms into Rath] RAAAATH!
    Manny Armstrong: I always wanted a piece of you anyway.
    Rath: LEMME TELL YA SOMETHIN', MANNY ARMSTRONG!!! YOU WANNA PIECE OF RATH?!!! YOU GOT A PIECE!!! BUT YOU JUST BIT OFF AN EYE BIGGER THAN YOUR STOMACH CAN CHEW!!!!!
    Manny Armstrong: That made no sense!
    Rath: [Angry] ... I KNOW!!!
    Manny Armstrong: Is that all you got? 'cause that was weak. [Continues fighting Rath, gets Rath in headlock] You're not so tough! I don't know why everyone's so scared of you!
    Rath: THEN LEMME SHOW YA, PIPSQUEAK!!! [Starts using wrestling moves against Manny] POLARIS PILEDRIVER!! ANTARIAN ARM BAR!! OPHIUCHUS FACE-PLANT!! SIRIUS BUTT-KICKING!!
    Manny Armstrong: So, is that "Sirius" like the star, or "serious" like important?
    Rath: Like the star!
    Manny Armstrong: Just... checking. [passes out]
    Rath: So are you scared yet?!
    Helen Wheels: Ben did this to you?
    Manny Armstrong: Lucky punch. Followed by a lucky hammer lock, lucky kick, another lucky punch...
    Helen Wheels: I see.
    Manny Armstrong: Then it all starts to get a little fuzzy. But there were several more pieces of luck involved.
    Ben Tennyson: Where are the others, Alan?
    Alan Albright: [nervously] Uh, I'm not sure.
    Ben Tennyson: That's too bad. You shoulda stayed with THEM.
    Manny Armstrong: (to Helen) You know why I like you? Because you're not totally useless.
    Helen Wheels: You're gonna spoil me with all the sweet talk.
    Manny Armstrong: I had him. I had him and he got away!
    Pierce Wheels: No. WE had him. Don't you see? Separately we're no match for him, but together... together we sent him running.
    Ben Tennyson: I've been three steps ahead of you all day. I've outflanked you, I've outpowered you, and I haven't even been trying. This satellite is a dangerous place. I told you kids not to come here.
    Helen Wheels: I can't believe we won.
    Alan Albright: I can't believe we just blew Ben Tennyson into outer space.
    Helen Wheels: Flight path? There's no flying involved. The satellite's gonna crash and there's no way to stop it.
    Pierce Wheels: I can think of one way. We blow up the satellite before it can crash.
    Manny Armstrong: [about the self-destruct device] I'll set it to blow up and meet you guys on our ship in a couple of minutes.
    Helen Wheels: Manny...
    Manny Armstrong: Our ship that we... blew out the airlock. I don't like where THIS is going.
    Alan Albright: But there's no other way.
    Pierce Wheels: Sacrifice ourselves and save millions of lives.
    Helen Wheels: It's worth it.
    Alan Albright: We wanted to be Plumbers. This is what Plumbers do.
    Ben Tennyson: [trying to make himself warm] I can't believe you guys ejected me into space! [shivering] That's-that's just wrong!
    Pierce Wheels: [shocked with the other's to see Ben alive] What's going on over here?
    Grandpa Max: Let me use the emergency thrusters to put us back into a safe orbit and then I'll explain.
    Ben Tennyson: This satellite isn't a storage facility. It's a training station.
    Pierce Wheels: This was all just a test?
    Grandpa Max: The "Ben being out of control and attacking me" scenario was a test.
    Ben Tennyson: But not "the satellite about to crash into London" part. We really knocked this thing out of orbit.
    Manny Armstrong: Cool! [gets hit by Helen by her elbow] What?
    Grandpa Max: You put the safety of others ahead of your own lives.
    Ben Tennyson: Next stop, Plumber's Academy.
    Alan Albright: [shocked with the others, questioning Helen] Did he just say Plumber's Academy?
    Helen Wheels: We're gonna be real Plumbers!
    Grandpa Max: Make me proud.
    (Helen and Ben both hug Max, while Pierce, Manny and Alan get into a little conversation thus ending the episode)

### Vendetta [3.18]

    Robot Guard: [mechanical, commanding and repetetive tone] Halt! Return to your cell! Halt! Return to your cell! Halt! Return to your cell! Halt! Return to your cell!
    Rath: [Rath casts the Forever Knights] You tin cans want to tangle with Rath? Come on! Let's do it! There'e enough of me for the lot of ya!
    Forever Knight: Wait. New plan. [The Forever Knights screamed and ran away flee] Run away! Run away!
    [the Forever Knights run away but find Kevin blocking their path]
    Kevin: [Kevin crushes the Forever Knights] Bad idea.
    [the knights run away again and find Gwen]
    Gwen: Lady or the tiger, boys. Your choice. Okay, not really.
    [Rath bound the Forever Knights]
    Rath: [taunting, confidenting and provocative tone] Want to try for two falls out of three? Huh?
    Ben: [defianting tone] Be that way. [sarcastically tone] See if I care. [curiously tone] So, the Forever Knights aren't sneaking around anymore?
    Gwen: They're definitely getting bolder.
    Kevin: But they're not getting any smarter. Come on. Hop in. I'll drop you guys off at home.
    Ben: Can we stop by Mr. Smoothy's on the way?
    Kevin: [Ben, Gwen and Kevin are driving] Not tonight. I've got to get home.
    Ben: To be honest, I'm surprised you even have a home.
    Gwen: Nice.
    Kevin: I don't really stay there, but my mom needed a place.
    Gwen: So that garage your friend lets you use...
    Kevin: It's at my mom's place. What? You think I live in a tent in the woods?
    Ben: Either there or in some cool underground cave.
    Kevin: What do you know? I'm actually on time for a... No! Mom?! Mom?! Please!
    Kevin's mom: Kevin. [Kevin's mother brings a paper shopping bag] I was out shopping.
    Kevin: What happened here?
    Kevin's mom: It... it looks like we were robbed.
    Kevin: The TV's still here, and your jewelry box. Looks more like the place was searched.
    Kevin's mom: Searched?
    Kevin: Ugh. Look what they did!
    Kevin's mom: Honey, there's something I should have told you a long time ago.
    Ben: (to Gwen) Hey, Gwen, "if a sailboat drops a - foot anchor line and drifts until the line is tight and the anchor line makes an angle of 80 degrees with the water line, how deep is the water?"
    Gwen: (to Ben) Just curious?
    Ben: (to Gwen) Oh, you know me. I like to think about things.
    Gwen: (to Ben) If I give you the answers, you'll never learn anything.
    Ben: Hey, I thought no child was supposed to be left behind.
    Kevin: If you don't pass trig, I'm pretty sure that's not true.
    Gwen: I thought you had plans. What's up?
    Kevin: Need some answers.
    Ben: Forget it. She won't even give me one lousy answer.
    Kevin: Not a joke, Tennyson. What can either of you tell me about an alien creep called Ragnarok?
    Ben: Never heard of him. What are you working on?
    Kevin: None of your business. I need to find the guy is all.
    Gwen: We'll help.
    Kevin: I didn't ask for help. I asked for information. If you don't have any, stay out of this.
    Gwen: Right. Like that's gonna happen.
    Ben: I'll get my jacket.
    Max: [warming tone] Ben, Gwen. Well, this is a pleasant surprise. You kids interested in one of my famous wombat omelets?
    Gwen: Maybe later.
    Ben: Grandpa, have you ever heard of someone called Ragnarok?
    Max: [surprise tone] Where did you hear that name?
    Ben: From Kevin. He's out looking for the guy.
    Gwen: We're trying to help.
    Max: [concerning tone] Then he must have found out.
    Ben: Found out what?
    Max: It started years ago, while I was still an active Plumber.
    Devin Levin: Max! He's getting closer!
    Grandpa Max: [nostalgically and sombering tone] I had a young partner in those days... an energetic, likable fella. [resignery tone] Ship won't go any faster, Devin.
    Devin Levin: Have you tried flapping your arms?
    Grandpa Max: He really wants back what you took from him.
    Devin Levin: What else was I supposed to do? The guy steals the energy from stars for a living and sells it to the highest bidder, remember? I wasn't about to let him suck our sun dry and kill billion people.
    Grandpa Max: So you stole the key that activates his energy vortex. I know. I'm the one who bailed your butt out of there.
    Devin Levin: Thanks, by the way. Now drive faster.
    Grandpa Max: Blast took out our engine coupling. Shields are down. We're dead in space.
    Ragnarok: Where did you hide my key?
    Devin Levin: Well, that's a whole lot of useless.
    Grandpa Max: I'm gonna try for the Null Void projector. Aah!
    Devin Levin: I'm empty.
    Grandpa Max: Devin, don't! You know what could happen if you use your powers.
    Devin Levin: I know what will happen if I don't. This is not my day.
    Ragnarok: Enough games. Where is my key?
    Devin Levin: Have you tried checking under the couch?
    Ragnarok: How noble... willing to sacrifice yourself for your principles - but will you be quite so cavalier with the life of your partner?
    Devin Levin: No!
    Grandpa Max: Don't worry about me, Devin. If the choice is me or the solar system, it's no choice at all.
    Ragnarok: Last chance... my key or your friend. Which will it be?
    Devin Levin: You'll get nothing from me!
    Ragnarok: Your friend it is, then.
    Grandpa Max: Devin! You'll pay for that, monster!
    [Ragnarok screams]
    Devin Levin: Ragnarok?
    Grandpa Max: In the Null Void, where he belongs. You just, rest easy. You're gonna be okay.
    Devin Levin: (groans) We both know that's not true pal. Still... it's not a bad way to go. Saving the world.
    Grandpa Max: Devin, no, no stay with me!
    Devin Levin: [last and final words] I'll always be with you, Max. Tell my wife and son I love them. [then dies]
    Grandpa Max: I will, old friend. You have my word. I promise they'll be proud. [End of flashback] We tried to find Ragnarok's ship. But it disappeared when he was sucked into the Null Void.
    Ben Tennyson: But what does Kevin want with him?
    Grandpa Max: My partner's name was Devin Levin. Ragnarok is the monster who murdered Kevin's father.
    Ragnarok: Where is it, Plumber? Where did you hide it?
    Kevin Levin: What difference does it make? You'll never get to use it.
    Ragnarok: You're an Osmosian, yes? Who are you?
    Kevin Levin: [to Ragnarok] My name is Kevin Ethan Levin. You killed my father. Prepare to die. Aaaaaagh!
    Ragnarok: So, the Plumber spawned before I eliminated him, eh? Then you can tell me where to find my key.
    Kevin Levin: Not even if I knew, murderer.
    Ragnarok: The key... now!
    Kevin Levin: Never happen!
    Gwen Tennyson: [to Kevin] We tracked you with your Plumber's badge.
    Kevin Levin: I told you to stay out of this!
    Ben Tennyson: Since when have we ever listened to you?
    Lodestar: Lodestar!
    Ragnarok: A Biot-savartian? Interesting.
    Lodestar: My magnetic personality makes me more than a match for you.
    Kevin Levin: No!
    Gwen Tennyson: Kevin, what are you doing?
    Kevin Levin: He's mine!
    Ragnarok: This is obviously a waste of time. The key isn't here, but I will find it.
    Kevin Levin: Gone. This is all your fault! You let him get away. I told you not to butt in!
    Gwen Tennyson: We're your friends, Kevin. We're not letting you go through this alone.
    Ben Tennyson: We're gonna help you capture this creep if it's the last thing we do.
    Kevin Levin: Right. Capture.
    Ben Tennyson: So this key he's looking for... do you know where it is?
    Kevin Levin: Not a clue.
    Gwen Tennyson: Are you sure? Maybe you just don't know you know.
    Kevin Levin: What do you mean?
    Gwen Tennyson: If the information is buried deep in your subconscious, maybe I can help you find it.
    Kevin Levin: You serious?
    Gwen Tennyson: Serious as Ben's trig final. This won't hurt. I promise. That's it, Kevin. I can feel our connection. Ah!
    Kevin Levin: Gwen, are you okay?
    Gwen Tennyson: Couldn't be better. I know where the key is.
    Kevin Levin: You sure about this?
    Gwen Tennyson: Trust me, Kevin. I'm... This is it!
    Ben Tennyson: I hate to break it to you, Gwen, but that's just picture.
    Kevin Levin: Of me and my dad. It's one of the few reminders I have of him.
    Ragnarok: At last.
    Kevin Levin: No! Don't touch that!
    Ragnarok: Ingenious, your father.
    Kevin Levin: Give it back.
    Ragnarok: We've already played this game, whelp. You know how it ends.
    Ben Tennyson: Then let's try it with a new player.
    Diamondhead: Diamondhead!
    Ragnarok: [exasperated and irritated tone] You are truly beginning to annoy me.
    Diamondhead: No extra charge. It's part of the service. Ready to quit?
    Ragnarok: [impatient tone] I've wasted enough time with this inanity. [authoritative tone] Time to finish a job that has gone waiting for far too long. [determined tone] My ship returned from hyperspace, where it has been hidden all these years. It's only the key which holds my ship in this dimension. [smuging and calculating tone] Call it a safety precaution.
    Kevin Levin: We'll split up and search. You go port, I'll go starboard.
    Ben Tennyson: Hey! Who died and made you boss?
    Kevin Levin: If you got a problem with it, you!
    Ben Tennyson: Hey!
    Kevin: There's nowhere you can hide from me!
    Ragnarok: I'm about to extinguish your sun, Levin. Your world will die. We shall not meet again.
    Ben: Too late.
    Gwen: Maybe not. He's pulled that trick one too many times. I locked on to his energy signature just as he teleported. If I did this right, maybe we can piggyback on the same signal.
    Kevin: Then what are we waiting for?
    Ben: Ugh. That trip make anyone else seasick? Ugh!
    Kevin: Man up, Tennyson. Where's Ragnarok?
    Gwen: No sign of him.
    Kevin: We'll split up and search. You go port, I'll do starboard.
    Ben: Hey, who died and made you boss?
    Kevin: If you've got a problem with it, you.
    Ben: Hey!
    Gwen: We can cover more ground this way. Come on!
    Ben: I've never seen Kevin like this. It's like he's a different person.
    Ragnarok: [as Kevin smashes some equipment] Stop! You don't know what you're doing!
    Kevin: I know exactly what I'm doing. I'm saving the Earth and avenging my dad!
    Ragnarok: Please, take my hand. Save me.
    Kevin: Save you? You killed my dad, remember?
    Ragnarok: Yes. Your father. He was a Plumber, an honorable man. He would never let anyone die if he could help it. Please! For your father.
    [Kevin removes the key from Ragnarok's head]
    Ragnarok: No!
    Kevin: For my father.
    Gwen: He's going through a lot, Ben. He idolizes his father and... [whispers] We have to find Ragnarok before Kevin does. I'm afraid of what he might do.
    Ben: Kevin? Come on. He talks all tough, but he would never...
    Kevin: Guys. Quick, come here! [Ben and Gwen run towards him] This way, I found him! [Points to what appears to be a small room]
    Ben: We have to be ready for any... [Realizes Ragnarok isn't there.] Hey! What is this? [Kevin seals Ben and Gwen in an escape pod]
    Gwen: It's an escape pod.
    Ben: This isn't funny, Levin. Let us out!
    Kevin: Just remember, Tennyson, I asked you to stay out of this. [launches the escape pod]
    Gwen: Oh, Kevin, what have you done?
    Ben: There's got to be a way for us to get back.
    Gwen: It's on auto pilot to Earth. No controls. No space suits. Kevin is on his own.
    Ben: [resigned and reflective tone] Just like he planned it.
    Ragnarok: [off-screen] Energy vortex activated. Commencing solar-power drain in five, four, three, two...
    Kevin: Done!
    Ragnarok: [irritated tone] You again? [regretful and threatening tone] I should have eliminated you when I had the chance.
    Kevin: Your mistake.
    Ragnarok: This time i'll finish the job.
    Kevin: One of us will.
    Ragnarok: [as Kevin smashes some equipment] Stop! You don't know what you're doing!
    Kevin: I know exactly what I'm doing. I'm saving the Earth and avenging my dad!
    Ragnarok: The energy vortex has a delicate balance. Disrupt its control feed and it can implode!
    Kevin: Thanks for the tip. Aah!
    Ragnarok: The vortex is destabilized! [Ragnarok falls] Please, take my hand! Save me!
    Kevin: [Kevin he explained to him Ragnarok that he killed Kevin's father] Save you? You killed my dad, remember?
    Ragnarok: Yes, your father. He was a Plumber, an honorable man. He would never let anyone die if he could help it. [Ragnarok falls, Kevin helps Ragnarok not fall] Please! For your father. [Kevin removes the key from Ragnarok's head] No!
    Kevin: For my father.
    Gwen: Kevin! (weeping) Oh, Kevin!
    Ben: [Ben tries to calm Gwen down from crying] He was a hero, Gwen, right to the very end.
    Kevin: And then some. Nice to know you guys appreciate me.
    Ben: [Kevin came back to life] You're alive?
    Gwen: [Gwen hugs Kevin, Gwen cries with joy] I was worried.
    Kevin: Hey, I'm a survivor, remember? Guess I got it from my dad, like saving the world.
    Ben: And Ragnarok?
    Kevin: [disappointed] Didn't make it.

## The Final Battle
### Part 1 [3.19]

    Myaxx: Azmuth?
    Azmuth: What is it, Myaxx? I'm trying to think.
    Myaxx: I have updated information on the break-in last night.
    Azmuth: Don't pause for suspense. Tell me.
    Myaxx: We've completed the inventory. Only one item was stolen... your greatest invention.
    Azmuth: The Ultimatrix. Still the energy core wasn't complete so there isn't much our thief can do with it. We can always rebuild it.
    Myaxx: That wasn't all, sir. We have security vids of the robbery. We know who has it.
    Azmuth: No. Not him. Anyone, but him.
    [In a cave on Earth, Albedo has finished up working on the Ultimatrix while eating chili fries]
    Albedo: I've done it, I've recreated the power of the Omnitrix! No, I've exceeded it! After all this time, I'm but one transformation from escaping this cursed human form and returning to my own. [cycling through the Ultimatrix's active list] There's no Galvan in the active list and the other lists are locked. There's nothing here but Tennyson's aliens!
    Vilgax: Trouble?
    Albedo: An unexpected setback. My new Omnitrix is still linked to the original's database. Ben's human DNA is still the default.
    Vilgax: And you're still trapped.
    Albedo: Only until I get my hands on the original Omnitrix. I can use it to reset this one. Then, I'm cured.
    Vilgax: You say it as if taking the Omnitrix is a simple task. Admit it, Albedo, we need each other.
    Albedo: No, I need the Omnitrix and you want it. That's a bad basis for an alliance.
    Vilgax: I don't want the Omnitrix anymore. I just want to kill Ben Tennyson. [Albedo smiles]
    Kraab: So's Ben. But you'll never get to him.
    Gwen: Kraab.
    Kraab: You would hunt the hunter? You forget your place. You are prey.
    Kevin: What's the deal with this guy?
    Gwen: Talks too much. Watch the pincers.
    Kevin: Got it.
    Gwen: What did I just tell you?!
    Kevin: Watch the pincers.
    Gwen: Turbo!
    Kevin: Thanks. I know! Watch the pincers!
    Gwen: Kevin!
    Kevin: I'm okay. Go get Ben.
    Gwen: But...
    Kevin: I got this guy. We gonna argue about this?!
    Gwen: What are you doing here?
    Ben: Just hanging around. Thanks.
    Gwen: That thing on your arm.
    Ben: I know. Pretty smart, huh? This way, I can't change to anything.
    Gwen: You should be more careful.
    Ben: What for? I always win, anyway.
    Gwen: Nice attitude.
    Ben: Hey, my overconfidence is one of my most appealing qualities.
    Gwen: No, it really isn't.
    Ben: Uh, that's getting kind of hot.
    Gwen: Sorry. It isn't working, anyway.
    Ben: You okay?
    Kevin: Ugh, got a little headache.
    Kraab: There's no escape for you, Tennyson.
    Ben: It's okay. I've got a plan.
    Gwen: You do?
    Kraab: Did you really think you could overpower me?
    Ben: No. But I thought I could get close enough to swipe your keys.
    Big Chill: Big Chill!
    Kraab: Stay back!
    Gwen: Is that the...
    Kevin: Auto pilot. Yeah. Everything's fine. I can fly this thing.
    Gwen: When you said everything's fine, you knew we were headed for an asteroid field, right?
    Kevin: I did not know that.
    Kraab: No, I won't be...
    Big Chill: You're going into cold storage, Kraab. Kevin, are you driving this thing? I can't wait till I get my own license.
    Kevin: Funny, Tennyson. Half our thrusters are out. It's all I can do to keep us going in a straight line.
    Big Chill: Maybe straight isn't such a good idea.
    Kraab: You're not going anywhere.
    Gwen: Ben?
    Kevin: I'm losing it. Nice.
    Gwen: Can't talk now. There's more. Can you get this thing back under control?
    Kevin: Working on it.
    Gwen: Work fast.
    Big Chill: I'll be right back. Keep cool.
    Gwen: Is Kraab back on ice?
    Big Chill: I was gonna say that. How are we doing?
    Kevin: I've got the engines back online. But we still don't have any brakes.
    Gwen: And I don't know how long I can keep this up.
    Big Chill: Time to go. Get back to ship.
    Kevin: What are you gonna do?
    Big Chill: Oh, it's gonna be cool.
    Gwen: Ben, come back to the ship.
    Jetray: Soon as I'm done.
    Kevin: That's too big. No way you can stop it!
    Jetray: Ha, watch me.
    Gwen: Ben!
    Kevin: That's it, Gwen. We got to go.
    Ben: I messed up... bad.
    Kevin: Sure did.
    Ben: I couldn't save Kraab.
    Kevin: Nope. You totally blew it.
    Gwen: Good thing we were there to help out, huh, mr. "I can handle it."
    Ben: [about Kraab] You guys saved him?
    Kevin: In my defense, she made me.
    Gwen: And what have we learned?
    Ben: If we hurry, I can still get home for the "Sumo Slammers" marathon!
    Gwen: Thanks for the ride. You sure you don't want to hang out?
    Kevin: What, and watch you and Julie do homework?
    Gwen: You could try doing some yourself. See you later.
    Kevin: Don't forget her dog.
    Gwen: Almost did. Come here, Ship.
    Ship: Ship!
    Kevin: Okay, I'll pick you up later.
    Gwen: What are you gonna do all afternoon?
    Kevin: This is the worst show. I've ever seen.
    Ben: Really? It's my favorite.
    Kevin: Well, I don't watch a lot of television.
    Ben: This isn't the best one to start with. It's not "Sumo Slammers Classic." It's "Sumo Slammers: Hero Generation."
    Kevin: Yeah, I don't really care.
    Ben: It's a sequel to the original show. But they kind of messed it up. It's like five years later, and the bad guy Kenko has teamed up with the hero, Ishyama.
    [Kevin groans]
    Ben: It's not very realistic is all I'm saying.
    Kevin: Uh-huh.
    Ben: Anyway, there's only more of these before they cycle back to the original show. You'll see. It's way better.
    Kevin: Yeah. I got to go.
    Ben: Where?
    Kevin: I don't know. Somewhere. I'm surrounded by nerds.
    Gwen: That thing on your arm.
    Ben: I know. Pretty smart, huh? With this, I can't change to anything.
    Gwen: You should be more careful.
    Ben: What for? I always win anyway.
    Gwen: Nice attitude.
    Ben: Hey my overconfidence is 1 of my most endearing qualities.
    Gwen: No it really isn't.
    Kevin: Everything's fine. I can fly this thing.
    Gwen: When you said everything's fine, you knew we were headed for an asteroid field right?
    Kevin: I did not know that.
    Kevin: I don't watch a lot of television.
    Ben: This isn't the best one to start with. It's not "Sumo Slammers Classic". It's "Sumo Slammers Hero Generation".
    Kevin: Yeah I don't really care.
    Ben: It's a sequel to the original show, but they kinda messed it up. It's like 5 years later and the bad guy Kenko has teamed up with the hero Ishiyama. [Kevin moans] It's not very realistic is all I'm saying.
    Kevin: Aha...
    Ben: Anyway, there's only 5 more of these before they cycle back to the original show. You'll see it's way better.
    Kevin: [reaching his limit] Yeah. I gotta go.
    Ben: Where?
    Kevin: I don't know. Somewhere. [Later driving in his car] I'm surrounded by nerds. [gasps when he sees Albedo showing up on the road and tries to stop his car from hitting him; Albedo turns into Negative Diamondhead, wrecking his car; removes his ID mask]
    Negative Diamondhead: Kevin Levin. Just the man i've been looking for. [Rips the car door off and throws Kevin at another car]
    Kevin: Ben? [Negative Diamondhead shot small shards at Kevin's back. Kevin removed 1 from his back] Not Ben! [Threw a car at Negative Diamondhead against the wall. Negative Diamondhead tries to fight Kevin who then punched him on the road] Albedo right? You better start explaining yourself.
    [Negative Diamondhead releases 2 large diamonds from the road. Kevin tried to escape, but his feet were stuck on a diamond spot]
    Kevin: Uh oh. [The 2 large diamonds hits Kevin hard which knocks him out. Negative Diamondhead then carries Kevin. At Albedo's lair, Negative Diamondhead arrives with Kevin still knocked out]
    Vilgax: What took you so long? Surely it wasn't difficult to defeat Levin.
    [Negative Diamondhead reverts to Albedo who then shows Vilgax a bag from Burger Shack]
    Albedo: I stopped for chili fries. I've acquired a human weakness for the delicacy.
    [At Ben's house, Ben was still watchin the Sumo Slammers marathon until his phone rings]
    Ben: Ah man. [Answers] Hello?
    Gwen: Is Kevin with you? He's supposed to pick me up an hour ago and he's not answering his phone.
    Ben: He left here a while ago. Want me to see if my mom come give you a ride home?
    Gwen: I'll just walk home. If he shows up...
    Ben: I'll let him know he's in the doghouse. Got it.
    [Ben and Gwen ended their call. Gwen is walking on the neighborhood]
    Gwen: Kevin Levin! You'll ruin that you... Kevin? [Noticed Kevin's wrecked car investigated by the cops] Kevin! [Rushed to the investigation]
    Cop: This is a crime scene miss. Just stay back.
    Gwen: It's my boyfriend's car. Is he...? [Looked inside Kevin's wrecked car]
    Cop: There's no driver. He must've walked away from it.
    [Gwen took out a diamond shard]
    Cop: Lucky? What did you say your name was?
    Gwen: Gwen Tennyson. [Left the investigation]
    Cop: Where you going?
    Gwen: Uh... to check the hospitals.
    [Gwen went to the other side of the neighborhood. She then heard Albedo's voice behind her]
    Albedo: That looks like a piece of Diamondhead. Doesn't it, but that's impossible and so as this! [Turns into Negative Swampfire and shot a fireball at Gwen who used her mana to form a tornado and casted a spell]
    Gwen: Turbo! [Gwen threw the fireball back at Negative Swampfire who defends himself]
    [Negative Swampfire threw 5 seeds around Gwen & vines grew from the road tangles her around. Gwen used her mana to cut the vines to free herself. Negative Swampfire then knocks her out with gas from his hand]
    Negative Swampfire: Say goodnight Gwen. [Gwen coughed and fell unconscious and Negative Swampfire grabs her] Ah. 2 down and 1 to go.
    [At the Rustbucket, Max is cooking something on a frypan]
    Max: Ah. There's nothin like a fresh batch of deep fried octopus eyes. [Checked the cabinets] Now where's that cooking oil?
    [Max then heard something from the roof. Negative Spidermonkey went inside the Rustbucket and shot a web from his tail at Max who used a frypan as a weapon and threw it at Negative Spidermonkey who fell on the floor. Negative Spidermonkey removed the frypan from his face and noticed that Max is gone so he switched into Negative Rath who then broke out of the Rustbucket and runs off. At Ben's house, Ben is still watchin the Sumo Slammers marathon until Max showed up to earn him]
    Ben: Grandpa?
    Max: We've got trouble Ben. It's your evil twin. He… [A broadcast interrupted him]
    Albedo: Greetings Ben Tennyson. Since your grandfather managed to escape me, you must already know that i'm after you, but did you know that I have your friends?
    Ben: Albedo, let them go or…
    Max: Easy. Ben. He wants you angry.
    Ben: Then today's his lucky day. I'm coming for you, Albedo!
    Max: It's just a broadcast. He can't hear you.
    Albedo: I send in coordinates to your Omnitrix. If you want to see your friends alive, I'd hurry. [The broadcast ended]
    Max: It's obviously a trap. He knows where you are. He could've attacked you here.
    Ben: Wherever he wants it's fine by me.
    Max: Don't be overconfident Ben. We'll call some of the plumbers kids back to Earth, put a plan together, go up against him in force. Right Ben? [Looked around] Ben? [Realized Ben has left] Nah. It's only cool when I do it.
    [Jetray flies to Albedo's lair and reverts to Ben]
    Ben: I know it's a trap. I'm not just walking in there.
    Albedo: [walks out] Then I'll come out. And you're right. It is a trap. [Transforms into Negative Humungousaur]
    Ben: I see you got your knock-off Omnitrix working again. [Transforms into Humungousaur]
    Humungousaur: Humungousaur!
    Negative Humungousaur: It's not a knock-off. It's the Ultimatrix and it's a definite improvement over the original. Want to see? [Turns the Ultimatrix symbol] Not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate forms. [Presses the Ultimatrix symbol and transforms into Negative Ultimate Humungousaur]
    Negative Ultimate Humungousaur: Meet Ultimate Humungousaur!
    Humungousaur: [Sighs] I've beaten tougher guys that you.
    Negative Ultimate Humungosaur: Really? When?
    Humungousaur: For starters. How about now? [Charges toward Negative Ultimate Humungousaur who then punches him from a mile away] It's gonna take more than that to... [Negative Ultimate Humungousaur shot missiles at him]
    Vilgax: Wait. We still need him. Here's what's going to happen Ben Tennyson. You're going to give me the Omnitrix or i'm going to kill your friends.
    Gwen: Don't listen to him!
    Kevin: He's just a big green blowhard! (Vilgax squeezes him harder as he screams)
    Vilgax: What's it going to be Tennyson?
    Humungousaur: Okay, stop.
    Kevin: Don't do it, Ben.
    Humungousaur: Omnitrix, voice-command mode.
    Omnitrix: This mode is locked and not available.
    Humungousaur: Command function override. Code 10.
    Omnitrix: Override accepted.
    Humungousaur: Decouple Omntirix. Command code - zero, zero, zero. Release coupling. Zero.
    Omnitrix: Command accepted. Omnitrix decoupled.
    (The Omnitrix decouples from Ben)
    Vilgax: Give it to me.
    (Ben gives Vilgax the Omnitrix and takes it; Vilgax raises the Omnitrix in his hand in the air and laughs evilly)

### Part 2 [3.20]

    Vilgax: I'm about to conquer this planet. It doesn't matter where they've run. There's no place safe to hide.
    Negative Ultimate Humungousaur: You're right and our alliance has served its purpose.
    Vilgax: Hmm?
    Negative Ultimate Humungousaur: Our agreement? Once you give me Tennyson's Omnitrix, I can free myself from that hideous human form.
    Vilgax: There's been a change in plans. I'm keeping the Omnitrix.
    Negative Ultimate Humungousaur: Why are you doing this Vilgax? We had a deal. You don't even need the Omnitrix's power.
    Vilgax: True. I don't, but my army does. My bioids are synthetic soldiers with blank DNA all synced to the Omnitrix.
    [Vilgax activates the Omnitrix and all the Bioids turns into Humungousaurs]
    Biod Humungousaurs: Humungousaur! Humungousaur! Humungousaur! Humungousaur!
    Kevin: [watching Albedo being defeated by Vilgax's army] Bad day to be him.
    Ben: Worst day to be me.
    Vilgax: It's going to be glorious Albedo!
    Albedo: Pardon me if I don't break into applause.
    Vilgax: Of all the worlds i've conquered, this one will be the sweetest.
    [Ben, Gwen, Grandpa Max and Kevin teleport onto the ship]
    Max: There's an old Earth expression about not counting your chickens before they're hatched.
    Vilgax: The Tennyson family and their pet juvenile delinquent.
    Kevin: Juvenile? I'm gonna be 18 a year from next Tuesday!
    Gwen: Your birthday's next week and you didn't even tell me?
    Kevin: It's no big deal.
    Gwen: I don't have time to pick out a present!
    Vilgax: I wouldn't worry about it girl. None of you will live to see the day.
    Ben: I think that's the longest i've been around you without hearing a death threat!
    Vilgax: You've won so many battles, but the war is mine. Bow down before me.
    Ben: You've got the Omnitrix Vilgax. Don't press your luck!
    Vilgax: Still defiant. Why? I have beaten you Ben Tennyson. You have nothing.
    Max: He's got friends!
    Kevin: What's the plan, Tennyson?
    Ben: Plan? Haven't you been paying attention? It's hopeless. Vilgax has an army with all of my powers. I lost the Omnitrix!
    Kevin: But you still have your whiny voice.
    Ben: [Enraged] Stop this thing, Grandpa. Stop it!
    [Ben runs out the RV]
    Max: Let Ben have some time. He just needs to be alone for a while.
    Gwen: Grandpa, that's the last thing he needs right now.
    [It's raining and Gwen offers Ben his jacket]
    Ben: I don't deserve that. It belongs to a hero.
    Gwen: We're depending on you, Ben. The whole world is and I know you'll come through.
    Ben: [Enraged] Azmuth, help me! Please! Just so I can help them.
    Azmuth: (appears) You are a fool.
    Ben: You don't hear me arguing.
    Azmuth: The Omnitrix wasn't intended for you. It was intended for your grandfather the greatest plumber in the milky way galaxy.
    Ben: But I found it.
    Azmuth: An accident. Unfortunately your DNA signature was close enough to Max's that it allowed you to put it on.
    Ben: Why didn't you take it from me?
    Azmuth: I intended to, but your grandfather convinced me you were a better choice. He said you had the seeds of greatness.
    Ben: Really?
    Azmuth: Almost immediately I thought I'd made a huge mistake. Your brashness and immaturity made a bad impression.
    Ben: Oh.
    Azmuth: But then I saw you grow, witnessed your bravery and ingenuity, using the Omnitrix in ways that never even occurred to me. Me, the smartest being in three galaxies... arguably, five galaxies.
    Ben: But then I let you down.
    Azmuth: You did. Disobeying my orders, hacking the Omnitrix.
    Ben: Turning Kevin into a monster.
    Azmuth: And now you've given the Omnitrix to the most dangerous being in the universe.
    Ben: Tell me what to do. How do I beat Vilgax and save the Earth?
    Azmuth: Not so easy to win without the Omnitrix, is it?
    Ben: No... it isn't.
    Azmuth: Mmm... lovely weather on this world.
    Gwen: When do the plumbers get here?
    Max: A week, ten days at the latest.
    Kevin: We can't wait a week. There might not be any planet left to save.
    Ben: I've got a plan.
    Vilgax: It's going to be glorious, Albedo.
    Albedo: Pardon me for not breaking into applause.
    Vilgax: Of all the worlds I've conquered, this one will be the sweetest.
    (the good guys teleport in)
    Grandpa Max: There's an old Earth expression about not counting your chickens before they're hatched!
    Vilgax: You're going to try a hero's challenge, fight me one-on-one for the Earth, somehow trick me into giving up the Omnitrix so you can save the day?
    Ben: Nope. You're going to give the Omnitrix of your own free will.
    Vilgax: Why would I do that?
    Ben: So you don't blow up. Omnitrix Command function override, Code 10.
    Omnitrix: Override accepted. Voice command activated.
    Vilgax: What are you...?
    Ben: Omnitrix. Self-destruct in 30 seconds, command code 0-0-0, destruct 0.
    Omnitrix: Destruct sequence completed and engaged. Detonation in T minus 30 seconds.
    Vilgax: If the Omnitrix self-destructs, it will destroy the entire universe.
    Ben: It would if I let the charge build up for a few days, but i'm only giving it 30 seconds.
    Omnitrix: Detonation in T minus 20 seconds.
    Ben: My bad. 20 seconds. Take off the Omnitrix or it's gonna blow!
    Vilgax: You're bluffing. (makes the Bioids transform into Swampfire)
    Bioid Swampfires: Swampfire! (Marches towards Ben)
    Vilgax: Destroy him! (The Bioid Swampfires prepare to attack)
    Omnitrix: Detonation in T minus 10 seconds. (the Bioids look at the Omnitrix as it continues counting down) 5, 4, 3, 2, 1... (The Omnitrix self destructs and sends Vilgax flying into a wall)
    Kevin: (As Ben runs towards Vilgax, puts his hands on the sides of his head) Aaaaaaaaahhhhh!!!... (falls to the ground)
    Gwen: Kevin!
    (As Gwen and Max crouch down next to Kevin, Ben runs to Vilgax and picks up the remains of the Omnitrix)
    Kevin: I've got a headache like you wouldn't belie... (Ben, Max, and Gwen smile at him) What?
    Gwen: You're human again. (Kevin looks at himself)
    Max: It must've been the Omnitrix that was keeping you in that form. Once it was destroyed...
    Kevin: I'm normal?
    Gwen: Let me show you... (they kiss)
    (Grandpa Max smiles)
    Ben: It was a nice little moment. Why'd they have to do that?
    Gwen: Victory kiss.
    Vilgax: Premature. You haven't yet won.
    Ben: You don't have the Omnitrix, and your bioids are lawn sculpture. Face it. You're finished.
    Vilgax: I am still Vilgax, conqueror of ten worlds!
    Kevin: Guess who's got his old powers back?
    Vilgax: No! I won't lose to you children! Not again! Too late, Tennyson. Our course is already set.
    Max: What did you do?
    Vilgax: I can't conquer the Earth today, but I can punish you. The ship is locked on collision course with Bellwood.
    Gwen: The ship has a fusion drive. When in hits-
    Kevin: The explosion will destroy our home town and everything else for 100 miles.
    Ben: Auxiliary control - We can guide the ship away.
    Vilgax: Perhaps. But first you'll have to get by me.
    Kevin: I'm good with that.
    Max: Me too.
    Kevin: Whoa!
    Ben: I'm going to let you go, but I'll be taking your Omnitrix.
    Albedo: Ultimatrix.
    Ben: Whatever. Do we have a deal?
    Albedo: What's in it for me?
    Ben: I don't have time for this. [Ben frees Albedo] Command Function Override Code 10.
    Ultimatrix: Override accepted.
    Ben: Hey. What do you know? It recognizes my voice.
    Albedo: Wait! What are you doing?!
    Ben: Omnitrix. Self-destruct in 30 Seconds. Command code -- 0-0-0, destruct 0.
    Ultimatrix: Destruct sequence completed and engaged. Detonation in T minus 30 seconds.
    Albedo: You're bluffing!
    Ben: [Holds up the destroyed Omnitrix] Ask Vilgax if I'm bluffing. [Albedo looks at the destroyed Omnitrix and gives the Ultimatrix to Ben who puts the Ultimatrix on his left wrist] I like the old one better.
    Albedo: Uh...
    Ben: Oh. Abort self-destruct Code 10.
    Ultimatrix: Self-destruct sequence aborted.
    Swampfire: Swampfire!
    Gwen: (Looked at Swampfire) Green eyes... Ben?
    Vilgax: Tennyson.
    Swampfire: Miss me? You and grandpa get to the control room and turn this ship around. I'm gonna need some help Kevin. Got my back?
    Kevin: We got each other's. Uh-oh.
    Vilgax: Free!
    Max: Worse than I thought. We're already in re-entry.
    [Vilgax punches Swampfire and sends him flying into a machine]
    Vilgax: You're losing, Tennyson.
    Swampfire: Maybe so, but the new rig comes with some extras. [Transforms into Ultimate Swampfire]
    Ultimate Swampfire: Ultimate Swampfire![Vilgax charges at him, but he blasts Vilgax back] What're ya sayin Vilgy? Round two?
    Gwen: [groaning] We're running out of time!
    Max: We're going too fast to turn around. But we can angle away from the city and ditch in the ocean.
    Gwen: Where's the ocean?
    Max: Aim at the blue part.
    Gwen: All hands. We're about to make an emergency landing. Abandon ship. Repeat... All hands abandon ship.
    Kevin: [Groans] We're taking on a lot of water.
    Ultimate Swampfire: Get Gwen and grandpa and go. I'll handle Vilgax.
    Vilgax: Fire's not so useful now that we're in my element!
    Ultimate Swampfire: A sinking ship is your element? That explains so much.
    Vilgax: Joke while you can. Now you face the true form of Vilgax!
    Kevin: We did it! We saved Bellwood!
    Gwen: What about Ben? He's still down there somewhere.
    Kevin: Nothing to worry about. He'll be up as soon as he's done stomping Vilgax.
    Max: Not that simple. Vilgax's ship has a fusion drive. It could still...
    Kevin: Ben...
    Max: Ben? Over here.
    Ben: The new watch is gonna take some getting used to.
    Kevin: Uh... Good to see you, man.
    Gwen: What happened to Vilgax?
    Ben: I didn't see him get out, but he's survived worse.
    Kevin: He could come back.
    Ben: If he ever does, it's hero time.