Ben 10: Alien Force

Pierce:
So, when he's not here, *I'm* in charge. You want to go on a field trip? First you have to get by me.

Manny:
Sounds like almost ten seconds of pure entertainment.

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!

Manny:
Who needs help? It's four against one.

Alan Albright:
It's four against *Ben*. He taught us practically everything we know.

Manny:
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:
I always wanted a piece of you, anyway.

Rath:
Let me tell you somethin', Manny Armstrong! You want a piece of Rath? - you got a piece - but you just bit off an eye that's bigger than your stomach can chew!

Manny:
That made no sense!

Rath:
I KNOW!

Helen:
Ben did this to you?

Manny:
Lucky punch... followed by a lucky hammerlock, a lucky kick, and another lucky punch.

Helen:
I see.

Manny:
Then it all starts to get a little fuzzy, but there were several more pieces of luck involved.

Manny:
I had him. I had him and he got away!

Pierce:
No. WE had him. Don't you see? Separately we're no match for him, but together... together we sent him running.

Helen:
I can't believe we won.

Alan Albright:
I can't believe we just blew Ben Tennyson into outer space.

Helen:
Flight path? There's no flying involved. The satellite's gonna crash and there's no way to stop it.

Pierce:
I can think of one way. We blow up the satellite before it can crash.

Manny:
[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:
Manny...

Manny:
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:
Sacrifice ourselves and save millions of lives.

Helen:
It's worth it.

Alan Albright:
We wanted to be Plumbers. This is what Plumbers do.

Ben Tennyson:
I can't believe you guys ejected me into space. That's... that's just... WRONG!

Ben Tennyson:
You can run, but you can't hide!

Manny:
[with gun kicked out of his hand] My blaster!

Ben Tennyson:
[taunting] You don't need it to take on little old me.

Manny:
You got THAT right.

Ben Tennyson:
Too bad you're not fighting just little old me.

[transforms]

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.

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.

Kevin Levin:
Problem?

Gwen Tennyson:
Why haven't you asked me out?

Kevin Levin:
What?

Gwen Tennyson:
You heard me. We spend all of our time together, and you obviously like me.

[Kevin laughs]

Gwen Tennyson:
You do. I see you mooning at me when you think I'm not looking.

Kevin Levin:
Mooning?

Gwen Tennyson:
And I like YOU - most of the time - so I'm asking you again.

Kevin Levin:
See? That's the problem. You're asking me. A guy does the asking.

Gwen Tennyson:
Yeah? When?

Kevin Levin:
Don't push me.

Gwen Tennyson:
[mimicing] "Don't push me."

Mike Morningstar:
Something strange has been happening to the girls at our school lately.

Ben Tennyson:
Glad to help.

Ben Tennyson:
You know what I'M thinking?

Kevin Levin:
I know what I'M thinkin'.

Ben Tennyson:
He's got the powers. He's got the gear.

Kevin Levin:
He's got a sparkly trail when he flies.

Kevin Levin:
Call me crazy, but is it possible Morningstar's the one MAKIN' these girls this way?

Ben Tennyson:
You're crazy.

Ben Tennyson:
Come to think of it, Trina was all weak and wobbly when we first saw her on the highway. Gwen was the same way at the power plant. Gwen might have caught whatever bug is doing this.

Kevin Levin:
Yeah. And the bug's name is Mike Morningstar.

Mike Morningstar:
From the moment I touched you, Gwen, I knew I'd found the only girl I'd ever need.

Ben Tennyson:
Fact is, you've been against Morningstar since the minute we met him.

Kevin Levin:
Yeah, but at first it was just 'cause he's an arrogant, braggin' rich kid.

Ben Tennyson:
Who Gwen likes more than she likes you.

Kevin Levin:
Yeah, some of that, but now Gwen's in trouble, and you're too stuck on following your grandpa's instructions to see it.

Mike Morningstar:
Why use your powers to help people when you can use them to get whatever you want?

Mike Morningstar:
All I ever wanted was power, and then you brought me Gwen. Guess I should thank you.

Kevin Levin:
Don't let him in that thing! It's a Teleporter Pod! [Tosses a rock at the pod]

Reinrassig III:
You damaged the transmission field!

Reinrassig III:
Your friend interfered with the teleporter settings.

Echo Echo:
Well, to be fair, we were a little... distracted, what with you trying to kill us... and all.

Echo Echo:
You couldn't defeat it alone and I couldn't. If more of them come, our only hope of survival is to fight together. You know I'm right.

Reinrassig III:
I know no such thing.

Echo Echo:
Creeps you out? I can take care of that.

[Changes to Ben]

Ben Tennyson:
See? I'm really just a plain old human.

Reinrassig III:
That is even worse! Be gone, foul thing! I shall traverse to the transporter alone.

Reinrassig III:
I did not... request your assistance.

Big Chill:
I know. Chill dude.

Swampfire:
What is with you? Yeah, you don't like the alien creatures I turn into - I get it! - but, come on, I was saving you! Cut an alien-monster-guy some slack once in a while.

Ben Tennyson:
My name is Ben. Ben Tennyson. What's yours?

Reinrassig III:
I am called Reinrassig III, seventh son of the noble HighBreed house of Di Ralla, direct decedent of the pure-blooded High Order of Rasect. heir to the...

Ben Tennyson:
I'm gonna call you "Reiny."

Reinrassig III:
That is disrespectful, Ben Ben Tennyson.

Reinrassig III:
It was in my own interest to stop that creature from harming you.

Ben Tennyson:
Yeah? Well, it's in MY interest to help anybody who needs it.

Reinrassig III:
Microcephalic vermin-ridden carcass!

Echo Echo:
That's an insult, right?

Reinrassig III:
Gullible prey can often be lured by the right bait.

Ben Tennyson:
Did you hear something?

Reinrassig III:
I heard nothing, except YOU, human, which is the same as nothing.

Swampfire:
This is as good a place as any to set up camp for the night.

Reinrassig III:
No. We shall walk through the night.

Swampfire:
No. We shall camp HERE for the night.

Reinrassig III:
[warningly] I would not use such an insolent tone with me, lesser creature.

Swampfire:
Oh, really?

Reinrassig III:
You have not yet dealt with me at my full strength. See how the cool night air has begun to restore me?

Swampfire:
Yeah. I've noticed.

Reinrassig III:
I shall carry on from here on my own.

Swampfire:
All right. Go, then!

Reinrassig III:
You have outstayed your usefulness to me.

Swampfire:
So have you!

[a nearby roar is heard]

Reinrassig III:
We shall... camp HERE for the night.

Ben Tennyson:
Pull up a boulder. Sit down.

Ben Tennyson:
It's weird. Despite the fact that I don't trust you any farther than Humungousaur could throw you, it's still pretty cool how we've managed to work together to survive. I mean, we may not be friends exactly, but we're not full-on mortal enemies anymore either.

Reinrassig III:
You and I ARE enemies.

Ben Tennyson:
But we've been able to see past our differences, probably because I know what it's like to be - well, not a HighBreed, EXACTLY - but a whole bunch of other kinds of alien creatures kind of like you. [indicating the Omnitrix] Thanks to this, I get to walk a mile in other life-forms' shoes, so I can totally understand what it's like to be them since... I HAVE been them.

Reinrassig III:
Such presumption! - but what else is to be expected from a genetically inferior creature?

Reinrassig III:
Why would I, a HighBreed, be the slightest bit interested in befriending the revolting likes of YOU?

Reinrassig III:
You and I are more than mere enemies. HighBreeds were the very first race in the universe. All species hence, other than pure-blooded HighBreeds, are nothing but mongrels, hideous abominations of nature - especially humans. As soon as I no longer require your aid for my own protection, Ben Ben Tennyson, I shall eradicate you, and there will be one less vermin infesting a grateful universe.

Gwen Tennyson:
Where's the HighBreed? Did he get away?

Ben Tennyson:
[sadly] I doubt it.

Reinrassig III:
I am not a lowly homo-palustris!

Gwen Tennyson:
How did you do it?

Ben Tennyson:
Huh?

Gwen Tennyson:
You know, get the dragon to go?

Ben Tennyson:
I just... Oh, I used my head.

Kevin Levin:
[puts his arm across Ben's shoulders] Head butt, huh? An old one but it always works. You're really comin' alone, kid.

Ben Tennyson:
Thanks, Kevin. Glad you understand.

[Ben turns and winks to Gwen]

Ben Tennyson:
You're not a monster. You're a map maker.

Ben Tennyson:
If the knights are desperate enough to ask ME for help, we should at least hear what they have to say.

Squire:
A thousand years ago a handful of knights battled a giant fire-breathing beast. They were the king's greatest warriors, but even they couldn't finish it off. All they could do was trap it and then build a stone fortress around it. Years went by. Dozens of far-fetched dragon legends sprang up; but, all the while, the knights were passing the custody of the real beast down from father to son to grandson. Unfortunately, the dragon was invulnerable to every new weapon we tried on it. The latest was an alien quantum-disassembler cannon. We had high hopes for it - and still do - but... well, the dragon escaped.

Squire:
Ben, we need you to help us.

Ben Tennyson:
You're saying you want me to be a part of all this? Be a knight?

Squire:
Yes, Ben. Join us in out most nobel of causes.

Ben Tennyson:
Do I get some if that cool armor?

Squire:
Ben's too close to the dragon.

Connor:
Pity.

Ben Tennyson:
You used me.

Connor:
It wasn't personal, but if you or your friends get in our way again, it will become so.

Gwen Tennyson:
[as Ben prepares to face the dragon] What's it gonna be THIS time - Humungousaur?

Ben Tennyson:
Nah. Humungo's too close to what I'll be fighting. Gonna figure that thing's had a lot more experience being a dragon than I have.

Gwen Tennyson:
[impressed] Thinking it through, huh?

Connor:
If you're trying to scare us, it's going to take a lot more than a stripling with a fancy wristwatch, right?

Squire:
Absolutely!

Ben Tennyson:
I knew I'd seen one of these before. What is it?

Kevin Levin:
Galvin Universal Translator - translates any language into any other in real time. Pretty common alien tech.

Spidermonkey:
You CAN talk.

Dragon:
Of course I can talk. Would wouldn't I be able to talk?

Spidermonkey:
Well, I-I thought you were a, um...

Dragon:
A what?

Spidermonkey:
A-a-a... a-a m-monster?

Dragon:
Yeah? Well, I thought YOU were a monkey.

Spidermonkey:
Oh, I don't really look like THIS.

[transforms back into Ben]

Ben Tennyson:
See?

Dragon:
Sorry. All mammals look alike to me.

[the dragon roars]

Gwen Tennyson:
His translator box must be broken again.

Kevin Levin:
Sorry, Gwen. Sometime a roar is a roar.

Ben Tennyson:
Weapons?

Dragon:
Didn't think I'd need 'em when I landed - too trusting. Heh! Rather, I used to be.

Ben Tennyson:
You don't have to do this.

Dragon:
[nearly whispering] I know, but I want to.

Patrick:
Now we know that somewhere in the stars there's not one dragon but an entire planet of them. How soon before more of the beasts arrive here wanting revenge? They could be making their plans even as we speak. No, Connor, the world needs the Forever Knights now more than ever. We must always stand ready to fight the dragons...

[Knights cheer]

Patrick:
...and the despicable traitors who helped them.

Max Tennyson:
I left this recording where I knew only you would find it. I'm in a bit of a situation, but it's nothing I can't handle - certainly nothing for you to worry about. There's renewed alien activity on Earth. I'm investigating. Oh, uh, don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your Cousin Gwen for me. Love you. Max out.

Ben Tennyson:
I used to love the Omnitrix. It made me feel special.

Gwen Tennyson:
You know what? It wasn't the watch that was special. It was you... and you earned the chance to have a normal life. You put that thing back on and that's pretty much it for normal.

Ben Tennyson:
[threatening alien in a fishbowl helmet] I want some answers right now, otherwise...

Magister Labrid:
Yeah?

Ben Tennyson:
I dunno. I'll overfeed you?

Magister Labrid:
Hands above your heads, air-breathers! By authority of the Plumbers, you're all busted!

Ben Tennyson:
[surrounded by hostile aliens] It's hero time!

[Ben slaps the Omnitrix to "go hero," but after five years of inactivity the watch does nothing]

Gwen Tennyson:
Ben...!

Ben Tennyson:
Watch...!

Gwen Tennyson:
Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. It's a wonder that all that weird food didn't kill him.

Gwen Tennyson:
I know you're worried about grandpa.

Ben Tennyson:
I just wish he were here. He would know what to do. He always knows what to do.

Magister Labrid:
Well, he ain't. You're the one with the Omnitrix. You're going to have to figure out how to get things done on your own.

Ben Tennyson:
[sarcastically, coming upon a castle] Subtle. Nobody'd think to look for knights in HERE.

Kevin Levin:
You didn't.

Kevin Levin:
I owe you one.

Magister Labrid:
Yeah, you do.

Magister Labrid:
You have to find out where the level-5 tech is coming from.

Ben Tennyson:
I will.

Magister Labrid:
That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big - an alien conspiracy with Earth in the middle. He was working undercover. If you crack this case, maybe you can find Max and save your planet.

Ben Tennyson:
I thought I destroyed all those things.

Kevin Levin:
I kept one as a souvenir. Lucky, huh?

Ben Tennyson:
[disguised as a disgusting alien] How do I look?

Kevin Levin:
About the same. Taller.

Ben Tennyson:
[trying to fit in with small talk while disguised as an alien foe] Hey! How's it goin'? What's up? I owe YOU a call.

[the kids discover Grandpa Max is not aboard the alien spacecraft]

Kevin Levin:
So, now what? We just get out of here, right?

Ben Tennyson:
Wrong. When I was little, Grandpa Max taught me to ride my bike. He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I'd already been riding by myself for a long time. Training wheels off, guys. We're gonna finish the mission.

Kevin Levin:
[seeing Ben attack the alien horde] Save some for me. Those creeps cost me a major payday. [at a glare from Gwen] Also because they're evil, and... we're against that.

Highbreed Commander:
What're you creatures doing on my ship? I do not repeat myself to lower life-forms. What are you doing on my ship?

Kevin Levin:
Did you just call me a lower life-form?

Humongousaur:
I'm pretty sure he did.

Gwen Tennyson:
And while he may have a point, it's rude to say so.

Highbreed Commander:
You vermin would DARE mock a highbreed commander?

Humongousaur:
I'd mock anybody who uses the word "mock."

Highbreed Commander:
[trying to punch Ben to death] Filthy creature! Hold still!

Humongousaur:
Why would I do that?

Ben Tennyson:
[falling from an airborne spacecraft] Not fun.

Ben Tennyson:
How'd you find me?

Kevin Levin:
Looked for the front end of the big trench you dug with your face.

Kevin Levin:
So what happens now?

Ben Tennyson:
We keep looking for Grandpa Max. Guess the best way to do that is to solve the case he was working on.

Gwen Tennyson:
Easy as pie. [pause] Anybody know how to make a pie?

Ben Tennyson:
[as Ben, Gwen and Kevin join forces] It's hero time.

Highbreed:
Ben Ten is back... but he has no idea what he's up against THIS time - no idea at all!

Kevin Levin:
Man, I've never seen you fight like that.

[Spidermonkey grunts]

Kevin Levin:
Ben?

[Kevin spots Ben lying on the ground unconscious]

Kevin Levin:
Wait a minute. If you're not Ben...

Gwen Tennyson:
Who ARE you?

Gwen Tennyson:
[to Kevin] Tell me this isn't gonna be one of those evil twin things again.

Kevin Levin:
[with a smirk as he holds a red object with a curved nozzle] How come you haven't asked me what this is?

Ben Tennyson:
I'm worried about the Spidermonkey.

Kevin Levin:
Why?

Ben Tennyson:
He saved my life. Yours, too.

Kevin Levin:
I repeat my question.

Gwen Tennyson:
But you don't even know this guy!

Kevin Levin:
And what do you get out of helping him?

Ben Tennyson:
He saved our lives, remember? And there's something else. He's just a kid. His father's gone now and he has to step up. Sound familiar? He's just like me! You. I mean... he's like you.

Kevin Levin:
Craziest thing we've ever done - and that's saying a lot.

Gwen Tennyson:
Ben identifies with the prince. They both had a lot of responsibility thrown at them, they're both young...

Kevin Levin:
They both get on my nerves.

Kevin Levin:
[Referring to their arachnachimp space suits] Uh, what are we supposed to do with the extra arms?

Ben Tennyson:
You never used to have a problem figuring out what to do with your arms. That's what the girls say.

Kevin Levin:
Which girls?

Kevin Levin:
Nice to be out of this monkey suit. [to Simian] Uh, no offense.

Simian:
Ben, I think this guy needs to... chill out. What do you think?

Big Chill:
I think I hate puns, and... I know I don't like to freeze people.

Simian:
Then I'll do it myself.

Simian:
Sorry, Ben, that crystal's leaving here with me.

Ben Tennyson:
Let's see what Humungousaur has to say about that.

Simian:
[knocks Ben out] I don't think Humungousaur has anything to say.

High Breed:
Sounds like you made a real monkey out of him. No offsense.

Simian:
Offend me all you want, long as you keep paying me like this.

Gwen Tennyson:
[as Ben's approaching a glowing cube] Careful, Ben.

Kevin Levin:
Two words that contradict each other.

Gwen Tennyson:
You mean it's an oxymoron.

Kevin Levin:
SOME kind of moron.

Gwen Tennyson:
Nice shot, Kevin.

Kevin Levin:
Thanks. Guess they don't make annoying imitator robots like they used to.

Spidermonkey:
I am so gonna...

[the Omnitrix flashes red]

Spidermonkey:
Out of power. Sure. Why not?

Ben Tennyson:
Okay. Good. So long as nothing sets him off. [They spot a spaceship]

Kevin Levin:
You mean like a spaceship landing?

Ben Tennyson:
I've seen that ship before.

Gwen Tennyson:
It'll come to you.

Octogon Vreedle:
[to Rhomboid Vreedle] 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:
Hey! No fair! Vreedles can't shoot fireballs!

Kevin Levin:
This time, when I pound you, you're stayin' pounded.

Kevin Levin:
Vreedles twice in one day? It's like the opposite of Christmas.

Octogon Vreedle:
The robot may have took the wrong lesson from our completely reasonable actions.

Gwen Tennyson:
W-what do you mean "took the wrong lesson?"

Octogon Vreedle:
He learned that he really LIKES destroyin' things.

Ben Tennyson:
[after Mr. Smoothy's been destroyed] Oh, man!

Kevin Levin:
They are totally gonna stop letting us hang out here.

Amalgamation Robot:
This isn't good.

Ben Tennyson:
I really do say that a lot, don't I?

Kevin Levin:
Yeah. Getting old.

Cursmfy Herm:
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] Run away!

[Gwen and Kevin gasp and turn around]

Ben Tennyson:
Gotcha!

Ben Tennyson:
[holding back on giving Kevin a smoothie] Not so fast. Where's my money?

Kevin Levin:
[taking a smoothie anyway] You're buyin'.

Ben Tennyson:
Because...?

Kevin Levin:
Because we got beat by the Vreedle brother.

Gwen Tennyson:
He's got a point. The Vreedles aren't very smart.

Ben Tennyson:
What's that make US?

Gwen Tennyson:
GET A MOVE ON KEVIN!

Kevin Levin:
Geez! I'm comin'. 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...

[Aliens appear]

Gwen Tennyson:
[sigh] Just forget I said anything.

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.

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.

Gwen Tennyson:
Someone needs a time out!

[Gwen puts a tight energy field around Rath's head]

Rath:
[straining] Time out? It's time for you to learn that no one can beat me at... Did I just use up all my air?

Kevin Levin:
Apoplexians are powerful, argumentative and extremly aggressive. They believe any problem can be solved by hitting it.

Rath:
Not true! Sometimes you have to hit things a lot!

Gwen Tennyson:
[speaking of 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:
But we saw you two go up in an explosion.

Octogon Vreedle:
Yeah, that sort of thing occurs on a fairly regular basis. We're what you might call "clones."

Commander Sangfroid:
Now, as you know, we Incursions love war. Can't get enough of the stuff. It's what we live for.

Gwen Tennyson:
Uh-huh. And your point is?

Commander Sangfroid:
This peace mission you're on, we're against it, so prepare to be boarded, then killed. Nothin' personal.

Gwen Tennyson:
Because, every time you mention Taedenite, Vulkanus shows up and tries to kill us.

Rath:
What SHE said.

Kevin Levin:
Come on. You're exaggerating.

Vulkanus:
[Vulkanus appears] Hey! What are you doing here?

Cicely:
My dear Tiffin, I just wanted to tell you how proud I am of what you're doing for our people.

Cicely:
[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:
Let me tell you something, Jerret of Pantophage. I just jumped down your throat. You start a war with the Lewodans and I will do it again, only, next time, I will knit your intestines into a sweater!

Gwen Tennyson:
That baby must have sent out some kind 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:
Kevin, Rath would like a word with you.

[changes to Rath]

Rath:
Lemme tell you something, Kevin E. Levin...!

Kevin Levin:
[timidly] Please don't.

[Argit scurries off after Kevin tells him briefly of their mission]

Gwen Tennyson:
Why would you tell him about that? He's a con man 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 want to hurt you.

Gwen Tennyson:
I don't have dreams like that.

Kevin Levin:
Oh, uh... me either.

Ben Tennyson:
Come on, Kevin. I got connections.

Kevin Levin:
Yeah. Like who?

Ben Tennyson:
Um, uh, like Gwen.

Gwen Tennyson:
It's true. He does know me.

Magister Gilhil:
I'm the Commanding Officer of this entire quadrant. You're all under arrest for impersonating officers of the law!

Magister Gilhil:
If I were you, I'd keep my big mouth in check.

Kevin Levin:
If I were you, I wouldn't threaten a guy who could kick you can half-way up the street and back!

Magister Gilhil:
You feeling froggy, son? Then jump.

Gwen Tennyson:
[to Kevin] And if you're feeling smart, don't!

Kevin Levin:
Ribbit.

[Charges at the Magister]

Magister Gilhil:
And you - you don't even have a claim by blood.

Kevin Levin:
Yes I do! My father - my REAL father was...

Gwen Tennyson:
Kevin?

Kevin Levin:
Nothing. Never mind.

Kevin Levin:
I wanna be a Plumber, okay? When I was little, my mom would tell me stories about my dad, how he was a plumber and he did all this cool stuff.

Gwen Tennyson:
I never met your dad.

Kevin Levin:
Me, either, but I still wanna be like him.

Gwen Tennyson:
That's why you know so much about the Plumbers and alien technology and everything.

Kevin Levin:
It's why I agreed to help you guys in the first place... mostly.

Kevin Levin:
I need my badge back, Ben. It's the only thing that matters.

HighBreed:
Human scum! I will cleanse the world of you filth!

Kevin Levin:
Looks like I picked the wrong day to give up fightin' monsters.

HighBreed:
You promised that if I helped you...

[Groans in pain]

Mike Morningstar:
I can't be trusted.

Magister Gilhil:
Is he okay?

Ben Tennyson:
Everything spinning... going dim... need smoothie.

Gwen Tennyson:
He's fine.

Magister Gilhil:
You've been drafted.

Magister Gilhil:
[handing a badge to Kevin] Here's you badge back.

Magister Gilhil:
[handing a badge to Gwen] And here's one for you.

[Ben holds out his hand expectantly]

Magister Gilhil:
Don't push it, kid. You've already got the Omnitrix. As of now, you're the only law in the quadrant. Do a good job.

Magister Gilhil:
You're free to go, but if you EVER get involved in Plumbers' business again - I don't care WHAT Azmuth says - you're all gong to the Null Void - even you, Ben.

Ben Tennyson:
Badges! We don't need no stinkin' badges!

HighBreed:
Who are you! What insignificant alien speck dares to enter the command center of a HighBreed Lord? It doesn't matter. Dead men don't need names.

Gwen Tennyson:
I brought you a whole bag of them, all made of different materials. That way, when we're in a fight, you can change to whatever you want.

Kevin Levin:
Thanks, but it doesn't really work that way. I need a lot of whatever I'm copying.

Gwen Tennyson:
It's a HighBreed. Ben says they're too strong for us to fight.

Kevin Levin:
Well, Ben ain't here.

Kevin Levin:
And what makes you think I'm still helpin' you guys, anyway?

Gwen Tennyson:
Because you've changed.

Kevin Levin:
Maybe, but I'm still on parole. That magister can put me back in that Null Void anytime he wants.

Magister Gilhil:
Didn't take you kids long to get yourselves into trouble again, did it?

Humungousaur:
US? We were just...

HighBreed:
...attacking me for no reason.

Humungousaur:
He's one of the aliens we told you about. He's attacking the Earth!

Magister Gilhil:
Sure, kid. How 'bout some proof?

HighBreed:
They attacked me for no reason. They said the were Plumbers.

Magister Gilhil:
I've heard enough. You three are under arrest.

HighBreed:
What about me?

Ben Tennyson:
Hang in there.

Gwen Tennyson:
And the bad news keeps on coming.

Humungousaur:
Nighty-night!

Heatblast:
I don't wanna hurt you guys.

Sherriff Mason:
Lucky us. Let 'er rip!

Ben Tennyson:
[riding in Kevin's car] Can't this thing go any faster?

Kevin Levin:
[driving through a 25-MPH speed zone] Yes.

Ben Tennyson:
My mom's gonna kill me if I'm late getting home again.

Kevin Levin:
Huh. If she grounds you, it'll be just me and Gwen. Tough break.

Gwen Tennyson:
You think I'd go with you if Ben wasn't here?

Kevin Levin:
Yeah. I got roguish charm.

Heatblast:
Why can't you just leave me alone?

Sherriff Mason:
Doesn't work that way, son.

Kevin Levin:
[coming upon Alan] Guy looks like Heatblast.

Ben Tennyson:
I noticed.

Kevin Levin:
Want me to kick his butt for ya? It'll seem like old times.

Ben Tennyson:
Thanks, anyway.

Heatblast:
Why'd you help me?

Ben Tennyson:
I dunno. You remind me of myself.

Heatblast:
Yeah... I... guess you're a monster, too.

Ben Tennyson:
Technically, I'm a whole bunch of monsters, but that's the cool part.

Gwen Tennyson:
Grandpa Max doesn't have anything to do with this, does he?

Kevin Levin:
Nope.

Gwen Tennyson:
So, that badge belongs to the Heatblast guy. Where do you think he got it?

Kevin Levin:
He doesn't act like a Plumber. He's probably just a Plumber's kid.

Gwen Tennyson:
Why would a policeman give his son a badge?

Kevin Levin:
To keep real Plumbers from arresting them for interplanetary trespass. A badge is better than a passport.

Gwen Tennyson:
I'm not following.

Kevin Levin:
Heatblast junior is probably part human. Human's with alien ancestors are actually pretty common. Most of them have superpowers.

Gwen Tennyson:
Common?

Kevin Levin:
Well, yeah. That's what YOU are. You get your powers through your grandpa. I thought you knew.

Gwen Tennyson:
[scoffs] I get my powers from magic talismans and books.

Kevin Levin:
[laughs] Yeah, right. Magic.

Gwen Tennyson:
Like I said, these aren't crop circles. They're circuit boards. I think this whole valley is some kind of giant machine.

Sherriff Mason:
All right, freeze!

Kevin Levin:
[amidst snowfall] Already workin' on it.

Ben Tennyson:
Look at this place.

Kevin Levin:
Sure. These farmers must be rolling in...

Gwen Tennyson:
Kevin.

Kevin Levin:
I was gonna say "dough!"

Mayor Coleman:
Ya didn't see any aliens. It was swamp gas.

[the Mayor laughs]

Gwen Tennyson:
Please.

Mayor Coleman:
Mass hysteria? Weather balloons?

Kevin Levin:
Save it. We're Plumbers.

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 Tennyson:
Good advice.

Kevin Levin:
I've seen a lot of strange and messed up things.

Ben Tennyson:
How does THIS rank?

Kevin Levin:
It's up there.

Ben Tennyson:
I don't know. It seems pretty laid back for Spring Break.

Mayor Coleman:
Okay, you got us. Every seventeen years, we make some popcorn, then shovel up the gold. Our entire economy's based on alien...

Kevin Levin:
[Kevin coughs and speaks] Poop.

Gwen Tennyson:
Wrong on so many levels.

Gwen Tennyson:
Kevin, are you avoiding me?

Kevin Levin:
Nah. I just love hanging out with your cousin.

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 Levin:
Unstable radioactive poop?

Orb:
Yes, so whatever you do, don't step in the uranium!

Gwen Tennyson:
Are you hurt?

Kevin Levin:
No. I like being blown up.

Gwen Tennyson:
Do you have any other ideas?

Orb:
Yes. Evacuate the planet.

Kevin Levin:
[handing Gwen a pendant] Here. This is from...

Gwen Tennyson:
...that day at the pier.

Kevin Levin:
Wanted you to have something to remember me... the way I used to be.

Gwen Tennyson:
Kevin, you know I don't care what you look like.

Kevin Levin:
Maybe not, but I do.

Ben Tennyson:
[vomited up by Decka] That was different.

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.

Ghostfreak:
The knowledge to defeat Ben Tennyson. The secrets of the Omnitrix.

Vilgax:
Tell me, then I will set you free.

Gwen Tennyson:
[Watching a falling object] What was that?

Kevin Levin:
Whatever it was, it better not have landed on my ride.

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, squidface?

Vilgax:
One word - Ghostfreak.

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...

Ben Tennyson:
[to Vilgax]... but the first sign of a double-cross and you're a sushi platter!

Swampfire:
[chasing after Vilgax] I can't believe you thought you could trick us into...

[realizes Vilgax is trying to save a child]

Swampfire:
...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!

Ben Tennyson:
You are SO losing your evil cred.

Vilgax:
Watch your tone, Ben Tennyson. If I did not need your help...

Ben Tennyson:
There's the bad guy we all love to hate.

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.

Ghostfreak:
[as Ghostfreak's 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:
[watching Ben and the others leave] 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.

Kevin Levin:
I hate golf but I'm a big fan of Whac-a-Mole.

[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.

Vilgax:
[meeting with Ben at... ] Burger Shack.

Ben Tennyson:
I got you the kiddie meal, so don't let 'em know you're over eight.

Kevin Levin:
Come on! This couldn't be a more obvious trap if there was a sign that read "free cookies."

Ben Tennyson:
Probably... but I really like cookies.

Ben Tennyson:
Nothing says distraction like a tentacle-faced alien.

Vilgax:
This time you will die, ecotonurite scum!

Ben Tennyson:
What happens in Vilgaxia stays in Vilgaxia.

Vilgax:
I grow weary of your help.

Forever Knight #1:
Why ask what you already know? Are you testing us?

Humungousaur:
I test your will to live. Now for the last time...

[Changes form]

Albedo's Ben Tennyson Form:
...where is Ben Tennyson?

Kevin Levin:
I believe him. When you lie your left eye twitches. But - who knows? - maybe you've been blacking out and sleep fighting.

Gwen Tennyson:
Is it possible? Is the Omnitrix making you attack your enemies in your sleep?

Ben Tennyson:
[sighs] If we're going to discuss this, I need more chili fries.

[notices the fries are all gone]

Ben Tennyson:
You said you didn't want any.

Julie:
What? They're delicious.

Albedo's Ben Tennyson Form:
You disgust me. You, this miasma you call food, it's foul, smelly, oily digestive preparation... Everything human reeks!

Counterman:
[handing him a bag of chili fries] Yeah, probably the onion.

Albedo's Ben Tennyson Form:
[whiffing the bag] Ugh! All the same, I find myself craving the entire, putrid experience. It must be in the DNA.

Big Chill:
Thanks a lot guys. You left me...

[notices there's another Ben Tennyson and changes]

Ben Tennyson:
And, uh, who's your good-looking friend?

Albedo's Ben Tennyson Form:
I am the builder of the Omnitrix. I must have it back. Your days as Ben 10 are at an end.

Ben Tennyson:
Why don't you show your face? It feels a little crazy talking to myself.

Albedo's Ben Tennyson Form:
If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body constantly craving chili-fries and scratching myself in places I suspect are inappropriate.

Gwen Tennyson:
Wow! He really IS you.

Kevin Levin:
An evil twin, huh? Guess you really ARE a hero.

Ben Tennyson:
A hero with a big test in the morning. And I'd be home studying if you'd have listened to me the first time.

Ben Tennyson:
Tell me how to get these apart!

Albedo's Ben Tennyson Form:
Perhaps if one of us could manage to *die*!

Ben Tennyson:
Don't tempt me!

Albedo's Ben Tennyson Form:
This human body is unbearable!

Kevin Levin:
I get that. And the face is even worse.

Azmuth:
Look kid, you alone have made the Omnitrix a force for good in ways I never conceived. It's better, I think, to allow you to create your own way of using it, no question. For all my concerns, you're the only being worthy to wear it - and I'm not the only one who thinks so.

Ben Tennyson:
Who else?

Azmuth:
My business. It's a... surprise.

Albedo's Ben Tennyson Form:
But, someday, I will be free, then they will all suffer, starting with Ben Tennyson. Until that day - BRING ME CHILI-FRIES!

Albedo's Ben Tennyson Form:
Yes, it is I, Ben Tennyson. Transport me, Ben 10, to my domicile. There are grave matters there of a personal nature to which I, Ben 10, must attend.

Ben Tennyson:
[testing Albedo] Since you built the Omnitrix, tell me how it comes off.

Albedo's Ben Tennyson Form:
Yes. I trust you are versed in the practical applications of eighth-dimensional quantum-gravity monopole equations?

Ben Tennyson:
[noticing Albedo's left eye twitching] It really DOES twitch when I lie.

Kevin Levin:
Told ya.

Kevin Levin:
[after hearing Ben explain about the DNAliens developing a power source] You figured all that out by yourself?

Humungousaur:
Gwen. Question is - power source for what?

HighBreed Commander:
It's a surprise, - the final surprise for the human race. Destroy them.

HighBreed Commander:
I defeated Tennyson. What chance has the likes of YOU?

Kevin Levin:
Me? Not much... but her?

[Gwen drops the top of a building on the HighBreed Commander]

Kevin Levin:
[returning from the tanker] Okay, I sunk it.

Ben Tennyson:
Hey, what about the HighBreed? You were supposed to drag him off the ship before you skuttled it.

Kevin Levin:
Was I? Must have slipped my mind. Kidding! He was gone before I got back.

Ben Tennyson:
You're right, Mom. He's a ruffian.

Kevin Levin:
[calling Ben on his cellphone] N'ah, hate to bother you, but we got a problem!

Ben Tennyson:
YOU'VE got problems? My parents found out about the Omnitrix. I'm not ALLOWED to use it!

Kevin Levin:
Folks mad at ya, huh? Sounds rough. By the way, we're getting it HANDED TO US by the DNALIENS!

Ben Tennyson:
It HAS to be me! The Omnitrix is attached to me. It doesn't come off.

Carl Tennyson:
Oh, it's comin' off all right.

Carl Tennyson:
[after trying several ways to cut it off] Okay, it's not coming off.

Ben Tennyson:
I tried to tell you.

Ben Tennyson:
I'm sorry. I love you guys. You're awesome parents. You raised me by example, and time after time I've seen you put people's needs first. I can't obey you now without disobeying everything you've ever taught me about life, the world, and responsibility.

Sandra Tennyson:
Ben, we FORBID you to...

Ben Tennyson:
So when I get back, punish me however you want, but right now I have a friend who's in trouble!

[activates the Omnitrix]

Sandra Tennyson:
He just walked out on us. What are we gonna do?

Carl Tennyson:
We're going to listen to our son.

Kevin Levin:
[as he's been overwhelmed by DNAliens] Uh, excuse me.

Sandra Tennyson:
You're his ruffian friend, right?

Carl Tennyson:
I've got it covered, dear.

[points his bazooka at the DNAliens]

Kevin Levin:
Whoa-whoa-whoa-whoa!

[the DNAliens run away before getting shot]

Kevin Levin:
Thanks. Uh, nice piece, by the way.

Sandra Tennyson:
He's such a good boy.

Carl Tennyson:
Ben Tennyson is NOT a "good boy." He's a GREAT boy! I don't know if it's bad karma to pat ourselves on the back, Sandra, but we've done a pretty good job as parents.

Sandra Tennyson:
Well, we haven't stifled him. Allowing a child to explore the wholeness of his entire being...

[interrupted by a street explosion]

Ben Tennyson:
We'll meet at the wharf after dinner and homework.

Kevin Levin:
Should I floss, too?

Carl Tennyson:
[about Max] Your Uncle Frank and I KNEW he had some other life - we KNEW - and that he lied to us about it all the time! I won't have you lying, too!

Sandra Tennyson:
It's our own fault. We were too permissive, and what did we get? A 15-year-old son needlessly risking his life!

Sandra Tennyson:
Do you really think we're that gullible? We were teenagers once, too, you know.

Echo Echo:
You can't ground me! I'm a super-powered alien!

Sandra Tennyson:
You're a super-powered alien who's about five minutes from forcing me to reconsider a lifelong disbelief in corporal punishment.

Sandra Tennyson:
Do we even have a paddle of some sort?

Carl Tennyson:
I have my hemp belt.

[With Ben grounded, Echo Echo passes his sonic signal over Gwen's cell phone to knock back the DNAliens]

Gwen Tennyson:
Lately, it seems like Ben's just phoning it in.

Carl Tennyson:
A cellphone is a privilege, not a right.

Sandra Tennyson:
Ben, are you hanging out with a... "bad crowd?"

Ben Tennyson:
What? No!

Carl Tennyson:
Are they telling you it's "cool" to sneak out, turn into aliens, lie to your parents?

Sandra Tennyson:
I want to know who this bad influence is. Their parents need to know what's going on.

Gwen Tennyson:
[asking Ben how he could have crumbled before his mother] You're gone nose-to-nose with Vilgax without blinking!

Ben Tennyson:
Vilgax never gave me "the mom look."

Kevin Levin:
You got a real future as a personal navigation device, Tennyson.

Kevin Levin:
[tied up] This stinks.

HighBreed Commander:
You are not the first to taste defeat at our hands, nor will you be the last.

Kevin Levin:
No, I mean the bat poop.

Humungousaur:
[going after the HighBreed Commaner] Handle the rest.

Kevin Levin:
Do yo' thing.

Sandra Tennyson:
You would have found a way to win even if you're father hadn't shot the giant alien with the space bazooka.

Grandpa Max:
That was the last of my ground squid too. I've got some hamburger meat in the freezer though. I guess we can eat that.

Kevin Levin:
Well, you know, if you're out of squid, what can we do?

Grandpa Max:
5 of 91 seedlings present. Sufficient animal biomass for failsafe activation.

Highbreed Soldier:
Excellent. Activating final stage.

Kevin Levin:
Lighten up, will you? The war's over.

Highbreed Soldier:
Perhaps, but our defeat will bring you nothing but sorrow, vermin!

Kevin Levin:
[after Ben is attacked] Nobody smacks him around but *me*!

Highbreed Soldier:
You are doomed!

Swampfire:
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 to Ben. Ben groans]

Ben Tennyson:
Figures. Stupid Omnitrix!

Kevin Levin:
Come on. We'll follow in the car!

Ben Tennyson:
Forget the car! I've got a better idea. [Activates the Omnitrix]

Humongousaur:
Way Big!... Oh man! Humongousaur. I wonder if the Omnitrix is still under warranty

Kevin Levin:
We've tried going easy. And we've tried going hard. Now what?

Ben Tennyson:
We don't know enough about that thing to stop it... But maybe there's someone who does! [Ben starts running off] Slow it down. I'll be back as soon as I can. [Activates the Omnitrix]

Jetray:
Jetray!

Kevin Levin:
Would be nice if he'd let us in on the plan once in a while.

Kevin Levin:
You mean that thing has got an "on" switch but no "off?"

Gwen Tennyson:
What good's a fail-safe if you could turn it off?

Kevin Levin:
[as they're climbing up the exhaust] If you *ever* tell anybody about this...

Ben Tennyson:
Trust me. It'll be our secret.

Kevin Levin:
What do you think would happen if I lit a match?

Ben Tennyson:
Don't!

Grandpa Max:
So Devlin Levin laid down some cover fire while I difused the bomb. [Grandpa sighs] Have I told you this story before?

Gwen Tennyson:
Grandpa!

Kevin Levin:
That's what's up!

Reinreasic III:
He was a soldier doing his duty. There is no higher honor for a Highbreed.

Gwen Tennyson:
Just tell us, are there any more Highbreed doomsday plans on Earth we should know about?

Reinreasic III:
Absolutely not!... Um... I will check the records.

Goop:
Gwen, check it out! Acid rock!

Gwen Tennyson:
[noticing a vortex behind Goop] Ben, get clear. Now!

Goop:
Come on, Gwen. You worry too much.

Goop:
[finally noticing the vortex] Or just enough.

Charmcaster:
Hmm. Perhaps sending you to destroy her was too simple a revenge. After all, she stole my spellbook. The least I can do is steal something important to her.

Caroline:
[referring to Kevin's car] Corners like a dream. Is there anything this car can't do?

Kevin Levin:
It's not submersible, but I'm workin' on it.

Caroline:
Ok.

Caroline:
By the time I'm done, there'll be nothing left of her.

Kevin Levin:
She probably won't show up when I tell her that.

Caroline:
*Don't* tell her, you simpleton!

Kevin Levin:
Hey, give me a break. My mind's a blank.

Gwen Tennyson:
I have to hit the books every night.

Ben Tennyson:
Does it have to be "every" every night?

Gwen Tennyson:
Kevin! I don't want to hurt you!

Ben Tennyson:
That makes one of us. Time for Humungousaur!

[activates the Omnitrix]

Diamondhead:
Diamondhead? Fine! I can work with this.

Diamondhead:
Plenty more where...

[the Omnitrix times out]

Ben Tennyson:
Aw! Can't you give a guy a little warning?

Ben Tennyson:
We haven't seen her since we were kids, and she's obviously looking for some payback. Is she cute?

Gwen Tennyson:
Ben!

Kevin Levin:
More than cute - hot!

Gwen Tennyson:
KEVIN!

Kevin Levin:
It's all kind of blurry after she kissed me.

Gwen Tennyson:
She kissed you?

Kevin Levin:
Yeah. I didn't mean to tell you that part.

Gwen Tennyson:
Really? [Gwen storms off]

Ben Tennyson:
That was a dumb thing to say.

Kevin Levin:
Can't argue with you there.

Charmcaster:
Gwen Tennyson. I've been waiting five years to say this - I *love* what you've done with your hair.

Ben Tennyson:
Please, for once...?

[activates the Omnitrix]

Upchuck:
Upchuck! I called it!

[charges into battle]

Upchuck:
This is the fight I was born for!

Mr. Smoothie:
Stop, please! I'm half empty!

Upchuck:
Bad attitude. You're half full!

Gwen Tennyson:
Your problem is that magic is the only thing you're about. But for me, magic is only ONE aspect of who I am.

Kevin Levin:
[to Gwen] Good timing. That truck was really giving me problems. It was kind of humiliating.

[Upchuck vomits on Kevin]

Kevin Levin:
Obviously just a warm-up for this humiliation.

Ben Tennyson:
She's 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 Levin:
She... she never told me.

Ben Tennyson:
Should she have had to?

Kevin Levin:
This little outing was your idea, so just lay there and work on your "Ben tan."

Ben Tennyson:
Okay. I'll tan and you lighten up.

Kevin Levin:
What? What're you thinkin'?

Ben Tennyson:
I'm not thinkin' anything.

Gwen Tennyson:
I can vouch for that.

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.

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 arm of stone] Looked in a mirror lately?

Grandpa Max:
Those are pyroxovores. I haven't seen one in years.

Kevin Levin:
How come we never heard of them?

Grandpa Max:
Kid, there's a lot 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 Big Foot?

Grandpa Max:
Heh! Don't be ridiculous! That's a guy in a suit.

Ben Tennyson:
[after Kevin uses his car's jets to land] Cool!

Kevin Levin:
Yeah, but that can't be good for the suspension.

Kevin Levin:
Heh. What are you, claustrophobic?

Gwen Tennyson:
I am so NOT claustrophobic. I-I just can't stand being in tight, closed spaces, okay? You have a problem with that?

Kevin Levin:
[reading] "T.N.T."

[Gwen blows out the flare]

Kevin Levin:
What did you do that for?

[Kevin lights another flare. This time Ben blows it out]

Kevin Levin:
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:
I don't know. READING?

Kevin Levin:
[speaking of the pyroxovores] They tried to eat my hand.

Mouldywarp:
You shouldn't let 'em do that.

Vulkanus:
Who dares intrude on the lair of the...

[Spots Ben and the others]

Vulkanus:
Oh, not you again!

Ben Tennyson:
[to his group] Come on. We hammered these losers last time.

Ben Tennyson:
[to Vulkanus] Is that all you got?

[Two large machines move forward]

Gwen Tennyson:
You had to ask.

Gwen Tennyson:
[after Mouldywarp uses TNT on some of Vulkanus's men] Harsh.

Mouldywarp:
I blows 'em up all the time.

[Tosses another stick]

Mouldywarp:
I think they likes it.

Ben Tennyson:
It's hero time, tin man! [the Omnitrix doesn't activate] Maybe my watch is fast.

Gwen Tennyson:
Spidermonkey isn't strong enough to catch something that heavy.

Spidermonkey:
No, but I know someone who is.

[Activates the Omnitrix]

Jet Ray:
Humongousaur!

[Groans as he realizes he's Jet Ray]

Jet Ray:
Ugh! I really have to get that fixed.

Gwen Tennyson:
Cloaking field gives me a headache.

Kevin Levin:
Speeding tickets give ME a headache.

[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.

Ben Tennyson:
[Tyler pinches Ben's face] Ow! Why'd you do that?

Tyler:
You'd never believe me.

Ben Tennyson:
And fighting aliens is kind of our specialty

Tyler:
[Ben turns into ChromaStone] What ARE you people?

Kevin Levin:
Get used to it.

DNAlien #4:
[fighting Gwen] We're much stronger than you, human. Much, MUCH stronger!

Gwen Tennyson:
Yeah? Well, body odor isn't everything!

Kevin Levin:
The glow's gonna attract attention.

Humungousaur:
And a tuning fork the size of building *won't*? The clock's running!

Tyler:
Look, I'm finished either way.

Humungousaur:
No. No sacrifices.

Kevin Levin:
What's wrong with you?

Gwen Tennyson:
I'm really not sure about your choice, Ben!

Jet Ray:
No sacrifices.

Kevin Levin:
No save the world!

Tyler:
We lose twice. They're going to finish that gateway and invade, and I'm this... thing. It's over.

Ben Tennyson:
See? That's what you DON'T get.

[Ben touches Tyler's face]

Tyler:
Ah... What are you?

Omnitrix:
Genetic damage repaired.

Ben Tennyson:
It's never hopeless. We know what the HighBreed are gonna do and where they're doing it, and we know who's gonna stop them.

Desk Sergeant:
Good news. The highway patrol has a special alien-proof room. Officers Mullen and Liu are gonna take you there.

Tyler:
No! This is real! I dhah... ah...!

Desk Sergeant:
Relax. It's only until the alien-proof bus can come for you.

DNAlien #1:
We don't have to harm you, Tyler.

DNAlien #2:
Not at first.

Kevin Levin:
[consolingly] Come on, Argit. You've burned me on so many deals so many times, it makes me forget how tight we really are.

Argit:
Kev... buddy. I can't stay mad at you - not when there's money involved.

Argit:
Oh, sorry, Kev. See, this haul's worth enough cashola to pay off everybody I owe... and finally live a little.

Kevin Levin:
Now, I know this looks bad...

Ben Tennyson:
Bad? Bad? If you don't get he Rust Bucket back, I'll show you "bad!"

Kevin Levin:
Doubt it.

Gwen Tennyson:
Do I have to separate you two?

Ben Tennyson:
We're supposed to be keeping the planet safe from an alien invasion, and we can't keep a motor home from being stolen?

Ben Tennyson:
Don't walk away form me!

Kevin Levin:
[scoffs] Is this where you turn into an alien and try to kick my butt?

Ben Tennyson:
I'm considering it.

Argit:
I'll give it to you straight. You can not trust that man.

Kevin Levin:
Me?

Argit:
Do you know what he was gonna do? Steal your motor home and sell it to another criminal. Thank goodness I stopped him.

Kevin Levin:
By stealing it yourself!

Argit:
Yeah. Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs.

Kevin Levin:
Thanks, buddy.

Ben Tennyson:
This creep's got a point. You're always up to something - self-serving, shifty, always working some kind of angle, always a thief.

Vulkanus:
Kevin Levin. I can't decide whether to trade with you or tear you to pieces. Remember that couterfeit isotope scam a few years back?

Kevin Levin:
Yyyyeah. Sorry about that.

Vulkanus:
You left me holding the bag and at the mercy of the Plumbers. I escaped, but now I'm stuck on Earth swapping level-3 tech to get by - thanks to you.

Vulkanus:
You owe me. I'm gonna take it out of your hide then sell you off piece by piece.

Vulkanus:
You wouldn't even be fighting if you knew what he did to me.

Big Chill:
He stole. He ran. That's Kevin.

Kevin Levin:
Think about it - I'm an ex-con. I've done a lot of stuff I'm not proud of - stuff that, if you knew, you'd probably never trust me again; so, next time I say "drop it," drop it.

Gwen Tennyson:
That's not how it works, Kevin.

Ben Tennyson:
It's not what you did that matters but what you're going to do.

Kevin Levin:
[doubtfully] Uh-huh...

Max Tennyson:
Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: You can't go it alone. By now you're probably meeting some of the other Plumber's kids, but you have to find more. You need to put together a team.

[Gwen comes to a sudden realization after knocking down an alien]

Gwen Tennyson:
Wait!

Kevin Levin:
[having been pushed down by Gwen's energy barrier] What's wrong with you? I was just following your lead!

[Big Chill moves in towards the alien, so Gwen forms another barrier to block him]

Gwen Tennyson:
Get back! Get away from him! It's Ken! It's my brother!

Omnitrix:
Severe genetic damage detected.

Ben Tennyson:
Hello? Uh... Omnitrix, is that you?

Omnitrix:
Genetic code-splicing error. Should we attempt to repair?

Ben Tennyson:
Try to fix Ken? Yeah. Let's do it!

[grabs the alien xenocite that's grafted itself onto Ken's face]

Gwen Tennyson:
What are you doing?

Ben Tennyson:
I'll let you know as soon as I figure it out.

Grandpa Max:
I'm so proud of you - all of you. You too, Kevin. I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped.

Grandpa Max:
Stop them, Ben. These xenocites must be destroyed. Go!

[Ben and everyone else leaves. Ben stops at the door and turns around]

Ben Tennyson:
What are YOU gonna do?

Grandpa Max:
What I have to.

Gwen Tennyson:
He... he saved the whole world.

Ben Tennyson:
Yeah, he did... for now, but I don't think those things are giving up anytime soon.

Gwen Tennyson:
What are you saying?

Ben Tennyson:
I'm saying that it's up to someone to protect this planet; and, like it or not, I think it's up to us.

Grandpa Max:
[after vanquishing two aliens in a diner who gave him more than what he asked for] I said... "just coffee."

[a DNAlien, trying to escape, runs into Kevin while he's turned to iron, knocking himself unconscious]

Kevin Levin:
That's a work-related accident. You can sue.

Ken Tennyson:
[tied to a chair] Who... who ARE you?

DNAlien Interrogator:
I'm glad you asked, Ken. I think the best way to really get to know someone is to walk a mile in their shoes.

[pulls out a slime-covered, cat-size alien creature from a container]

Ken Tennyson:
What... IS that?

DNAlien Interrogator:
My "shoes."

Ken Tennyson:
AHHHHHHH!

HighBreed:
Max Tennyson. You have been active in your retirement.

Grandpa Max:
Ah, this is really just a hobby now. Man my age has to stay active.

Ben Tennyson:
[after sneaking in unsuccessfully] We are not stealthy.

Kevin Levin:
But we kick much butt.

Ben Tennyson:
[reguarding the Omnitrix after it helps him free Ken of the alien parasite] I'm going to have to get a manual for this thing.

Professor Paradox:
The Chrono-logger is hardly a time machine in the sense of a vehicle, but rather a subatomic drill designed to bore a tunnel in the fabric of space-time. As to cost, I think the alleviation of untold human suffering throughout history is ample justification, General.

General Groff:
It'll also give our red buddies overseas a thing or two to think about.

Hugo:
Doctor, I'm... I'm frightened!

Professor Paradox:
Have a gumball. It'll calm your nerves.

Kevin Levin:
Finally something worth the gas.

Professor Paradox:
Swampfire! That takes me back - or is it forward? It's so hard to tell, Ben. Have we met?

Professor Paradox:
Easy on the jacket. It's 1200 years old.

Gwen Tennyson:
[about 70-year-old Kevin] He's like a real irritable, short-tempered, crotchety old man.

Kevin Levin:
Why are you whispering?

Ben Tennyson:
In other words, aside from the male-patteren baldness, he's pretty much the same as always.

Kevin Levin:
You shoulda gone out with me when I was young and handsome.

Gwen Tennyson:
You were too immature.

Kevin Levin:
What about now?

Gwen Tennyson:
Too old.

Professor Paradox:
[checking his watch] Where have you been? You were supposed to get here six seconds ago - or is this thing running fast?

Professor Paradox:
Don't talk to me about "old." I walk in eternity.

Professor Paradox:
Same old Ben Tennyson. You're more like yourself now than you were in the future, which for obvious reasons I can't really tell you about.

Kevin Levin:
[to Ben] You want me to hurt 'im?

Professor Paradox:
Los Soledad was built entirely on MY ingenious theory - a time tunnel utilizing the properties I discovered in quartz crystals which would allow us access to past and future events.

Kevin Levin:
Yeah, well, for a genius, it looks like you blew it.

Professor Paradox:
You don't know the half of it. Some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon. I must have spent one hundred-thousand years there. I didn't age or need to sleep or eat - just exist.

Kevin Levin:
Heh, sounds pretty boring.

Professor Paradox:
At first I went mad of course, but after a few millennia I got bored with that, too, and went sane - very sane. I began to learn. I now have total understanding of the space-time continuum, allowing me to travel anywhere and anywhen I want... within reason.

Professor Paradox:
I've spent a dozen lifetimes crisscrossing the time stream, making it a better place.

Kevin Levin:
Then how does THAT pay?

Professor Paradox:
At the moment, not even in job satisfaction.

Professor Paradox:
Young Ben has an innate sense of transtemporal metaphysics, which will serve him well in his future - or should I say past?

Ben Tennyson:
And I drive good, too.

Professor Paradox:
Gumballs last a really long time. Look under your desk at school!

Ben Tennyson:
The creature - it tried to use the pay phone, then it went to the police station, then the dorms. It didn't act like some unfathomable transdimensional creature. It did everything a normal person would do...

Gwen Tennyson:
...if they suddenly found themselves in an abandoned military base.

Professor Paradox:
You're much smarter than you were when I met you later.

Kevin Levin:
Paradox, I take back everything I was about to say about you.

Ben Tennyson:
[reading a note from Paradox] "Kevin, try to keep in mind that if this car comes into contact with anything else form 1976, it will explode like antimatter. Enjoy! Paradox."

Julie Yamamoto:
[as they're being attacked] Why is he shooting at us?

Gwen Tennyson:
I don't know. Everybody always shoots at us.

Dr. Joseph Chadwick:
My fellow knights, we have lately endured a grave defeat. Our prisoner, the villainous dragon, escaped from our grasp - but does this mean we have lost? Do we now abandon our sacred duty?

Kevin Levin:
Okay, no shrieking in the car.

Gwen Tennyson:
No promises. Sometimes we're gonna shriek.

Julie Yamamoto:
Yeah, like you and Ben do when you're watching football.

Kevin Levin:
We do not SHRIEK! [catches himself being a little too loud] Uh... shriek.

Gwen Tennyson:
Uh-huh.

Kevin Levin:
Anyway, I'll drive you to the mall as promised, but I'm not hangin' around and watching you shop.

Gwen Tennyson:
That's okay. You're not invited.

[Julie talks about her latest pleasantries with Ben]

Gwen Tennyson:
That's so sweet. [to Kevin] Don't YOU think that's sweet?

Kevin Levin:
Took the words right out of my mouth.

Ben Tennyson:
Do these drapes really go with chain mail?

Sir Morton:
Well, it works for us.

Kevin Levin:
You know, most accidents do happen in the home.

Kevin Levin:
That guy is so payin' for a new paint job.

Gwen Tennyson:
Is that all you think about - your car?

Kevin Levin:
No! Sometimes I think about food.

Kevin Levin:
SHOOT IT! SHOOT IT! SHOOT IT!

Julie Yamamoto:
No, Ben, no!

Kevin Levin:
Now, Ben, now!

Swampfire:
"Shoot it, shoot it, shoot it?"

Kevin Levin:
It was a suggestion.

Dr. Joseph Chadwick:
A suggestion we'll be happy to take.

Dr. Joseph Chadwick:
Sir Morton, would you kindly ask your men to lower their weapons? Please?

Sir Morton:
Sorry, Doc. It's time we got rid of this bunch, even if we ALL got to go in the bargain.

Kevin Levin:
Not liking where this is going.

Ben Tennyson:
How did YOU get in here?

Kevin Levin:
The usual way. Incidentally, you may wanna fix that hole I punched in your back door before your mother sees it.

Ben Tennyson:
You couldn't knock?

Kevin Levin:
I sorta did.

Gwen Tennyson:
She likes you. You should definitely ask her out.

Ben Tennyson:
No way. What if she finds out about the Omnitrix? I don't want her to think I'm... weird.

Ben Tennyson:
Ben, you ARE weird, but you're also funny and sensitive and well-mannered... unlike some people I know.

[looks over at Kevin, asleep and drooling]

Julie Yamamoto:
Well... guess I'll hit the showers.

Ben Tennyson:
Yes. Good. Me, too.

Gwen Tennyson:
[seeing Ben's struggle to ask Julie for a date] Sometimes I wonder how the species survives.

Patrolman:
Yeah, I, uh, found that stolen truck. No, no sign of whoever took it. What do you mean he says it drove away by itself? That just doesn't happen.

Patrolman:
[seeing his patrol car suddenly drive off by itself]... much.

Ben Tennyson:
Has anyone ever told you that you're a strange and dangerous person?

Kevin Levin:
Constantly.

Kevin Levin:
Gwen says that you need a favor.

Ben Tennyson:
Uh, yeah. See, I kind of wanna go to the pier tonight... with Julie.

Kevin Levin:
I bet you do.

Ben Tennyson:
And since I don't have a car...

Kevin Levin:
Or a license.

Ben Tennyson:
Or a license, I was wondering if you could give us a ride.

Kevin Levin:
'kay.

Ben Tennyson:
That's it? No jokes, no insults, no blackmail?

Kevin Levin:
[exiting] Nope.

Ben Tennyson:
Wow. Thanks. Wait. You're gonna wait till we're in the car, then you're gonna make my life miserable, aren't you?

[Kevin smiles]

Ben Tennyson:
Listen, uh, sorry about Kevin.

Julie Yamamoto:
Why is he so mean to you?

Ben Tennyson:
It makes him happy.

Ben Tennyson:
I hope there's a simple explanation for this, but I kind of doubt it.

Gwen Tennyson:
Give him a break, Kevin.

Kevin Levin:
Gosh, pumpkin, whadda you mean?

Julie Yamamoto:
This looks fun.

Ben Tennyson:
Especially if you don't mind wrenching G-forces and waves of nausea.

Jet Ray:
None of this makes sense. Why am I being attacked by carnival rides?

Baz-El:
[tired of explaining every little detail to Ben] And you wonder why most aliens only communicate with your livestock.

[the Omnitrix transforms Ben into a different alien than the one he meant to select]

Brainstorm:
I'm not Jet Ray. I'm a seafood platter. Mm-mm, and apparently one possessed of a highly advanced intellect. Ergo, perhaps I should assign this new life-form a more apropos nom de guerre. What say... BRAINSTORM!

Kevin Levin:
[after Swampfire emerges from the Null Void] I taught him that.

Gwen Tennyson:
No, you didn't.

Manny:
Another one bites the dust.

Ben Tennyson:
"Hi, Mom. We have to go fight some aliens. Can you give us a ride?"

Helen:
You sound like a couple of 6-year-olds fighting on the playground.

Manny, Kevin Levin:
[in unison] I'm not anything like him!

Gwen Tennyson:
I'm just worried. That's all.

Ben Tennyson:
About Kevin?

Gwen Tennyson:
Well, yeah. What else? We need to find him before... you know, before something bad happens - not that I care or anything. I mean - come on - how could anyone care about a person who is that rude and undependable and, and... annoying? It's ridiculous. How could you even SAY something like that?

Ben Tennyson:
[clears throat] Actually... I didn't say anything.

Manny:
He's an alien, and I say we feed him to the eradicannon.

Kevin Levin:
The e-e-eradi-what?

Manny:
A disintegrator beam. It turns scum like you into dust.

Kevin Levin:
That's not a disintegrator, you doofus. It's a null void projector.

Manny:
A null void what who?

Kevin Levin:
Probably a Mark I. It's a museum piece - and YOU are a pinhead.

Kevin Levin:
Ugh... Sounds like my rescuers need rescuing.

Kevin Levin:
Nothin' like a little iron in your diet to perk ya right up.

Kevin Levin:
Now, if you'll excuse me, I'm gonna go swipe some of their equipment.

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.

Ben Tennyson:
[after the Omnitrix deactivates during a fight] Huh? You are a piece of junk!

Omnitrix:
Omnitrix must return to Primus.

Ben Tennyson:
Who's Primus?

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.

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. [Ben pats Azmuth on the head]

Azmuth:
Did you just "there there" me?

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?

Ben Tennyson:
[stepping forward and speaking loudly] Vilgax, I'm here! Let them go!

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?

Vilgax:
You'll make the Omnitrix work for me?

Ben Tennyson:
*If* you let my friends go.

Vilgax:
We have an agreement. Teach me to operate the Omnitrix, and I'll free your friends - but you, Ben Tennyson, will die.

Ben Tennyson:
All right. I guess I have no choice.

Gwen Tennyson:
Ben, NO!

Ben Tennyson:
I know what I'm doing, Gwen.

Kevin Levin:
Since when?

Ben Tennyson:
WHO'S the hero?

Azmuth, Gwen Tennyson:
You are.

Ben Tennyson:
Everybody?

Kevin Levin:
You are.

Ben Tennyson:
All I ask for is a little credit.

Ben Tennyson:
So, uh, 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:
[offering the Omnitrix] But, WILL you?

Azmuth:
You are welcome, Ben Tennyson.

Vilgax:
To the victor goes the spoils.

Kevin Levin:
Sorry to spoil your spoils.

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.

Kevin Levin:
Quick! Chew through our chains!

Azmuth:
I am not a rodent.

Azmuth:
I suppose I'll have to move the planet and hide it again.

Ben Tennyson:
You're WELCOME.

Gwen Tennyson:
Oh, look, they're having a formal dance at my school on Friday.

Kevin Levin:
What? You want me to take you to the dance?

Gwen Tennyson:
Great! Pick me up at 7:00.

[Gwen leaves]

Kevin Levin:
What? Wait!

Ben Tennyson:
[to Kevin] You've saved the world. You've been to the Null Void and back. I'm pretty sure you can handle the Spring Formal.

Julie Yamamoto:
[watching Big Chill eat] Support beams. Roof. We definitely have a problem here.

Ben Tennyson:
Trust me. It's one of Grandpa Max's tuxes.

Kevin Levin:
Grandpa Max wasn't the skinniest guy out there.

Ben Tennyson:
It's from when he was younger. You're the same size, er, close enough.

Kevin Levin:
[trying to tie his bow tie] Aren't these things supposed to come with clips?

Ben Tennyson:
Not if you're older than 12.

Kevin Levin:
I'm not like all those prep guys from her school.

Ben Tennyson:
Which is why she wants to go to the dance with you and not one of *them*. Just be yourself.

Julie Yamamoto:
We'll get Kevin and Gwen. They can help.

Ben Tennyson:
No. They're too busy with the dance. I'm on my own.

Julie Yamamoto:
[Puts her hand on his shoulder] You're not alone. You've got me.

Gwen Tennyson:
[looking at her corsage] Yellow roses. How did you know?

Kevin Levin:
I'm a sensitive guy with an eye for what the ladies like.

Gwen Tennyson:
Really?

Kevin Levin:
No. Actually, Ben told me, but he was really cool about it. Gave me a lot of good advice.

Gwen Tennyson:
[slight laugh] Good advice? Ben?

Kevin Levin:
[slight chuckle] Yeah. He tied my tie for me.

Gwen Tennyson:
Ben? Gave you dating tips and helped you tied your tie?

Kevin Levin:
It could happen.

Gwen Tennyson:
We'll handle it.

Julie Yamamoto:
Forget that! Ben's in trouble. I'm going too!

Gwen Tennyson:
Julie said it was Big Chill doing this.

Kevin Levin:
Yeah?

Gwen Tennyson:
We had problems with one of the aliens going rogue. It was Ghostfreak.

Kevin Levin:
Never liked that guy. What's your point?

Gwen Tennyson:
Maybe there's some connection between Big Chill and Ghostfreak, like maybe these ghost personalities are just plain evil.

Kevin Levin:
Whatever. We'll save him either way, all right?

Ben Tennyson:
[getting on Julie's moped] This is the most embarrassing...

Julie Yamamoto:
I think you made a great mommy.

Kevin Levin:
Whadda you know about... girls?

Ben Tennyson:
Okay, that has nothing to do with my problem.

Ben Tennyson:
There you guys are. I've been looking for you all morning.

Gwen Tennyson:
We know. We got the fifty messages you left.

Ben Tennyson:
It wasn't fifty messages.

Kevin Levin:
It was fifty each.

Kevin Levin:
I can't believe we're doin' 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 Levin:
Oh, right. The Great Ben 10's gonna solve everything in one weekend.

Ben Tennyson:
It's a 3-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 shakedown a new guy.

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!

Gwen Tennyson:
Kevin? Are you... crying? Oh, you DO have a heart.

Kevin Levin:
[sobbing, having lost his fortune] 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.

Argit:
[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 back 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]

Red Leader:
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!

Sunder:
The Omnitrix - where is it?

Spidermonkey:
Green watch thingy? Hourglass symbol? Turns you into all kinds of superpowered aliens?

Sunder:
Yes.

Spidermonkey:
Never heard of it.

Ben Tennyson:
Lots of luck getting it off my wrist.

Sunder:
I'll worry about the details later.

Ben Tennyson:
Okay, questions later. Right now, it's time to go...

[prepares to activate Omnitrix, then notices his hand is gone]

Ben Tennyson:
...hero?

Ben Tennyson:
Okay, this is weird, even for me.

Swampfire:
[after his right hand gets bitten off] Dude, I'm already short one hand.

[His hand grows back]

Swampfire:
[looking to his missing left hand] Why can't I do that with THIS one?

Kevin Levin:
See that energy surge? Classic sign of dimensional displacment.

Julie Yamamoto:
Which means?

Kevin Levin:
Ben's fine. The rest of him is just... somewhere else. Had the same thing happen to me when I tried to use a refurbished personal forcefield belt. Spent three hours with my nose in another dimension. Aren't you gonna ask me how I smelled?

Gwen Tennyson:
Terrible. Just like your joke.

Gwen Tennyson:
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.

Kevin Levin:
So you're saying you wanna hold Ben's hand.

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!

Sunder:
The Omnitrix - now!

Ben Tennyson:
Oh, I'll give you the Omnitrix all right.

[Notices his hand is still missing]

Ben Tennyson:
Oh, not again!

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.

Humungousaur:
Bring it on, tiny. I can beat you with one hand tied behind another dimension.

[Sunder cuts Humungousaur's weapon]

Humungousaur:
Then again, maybe I could use a... hand.

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 get scattered across multiple dimensions. Don't worry. I'm pretty sure I can do this.

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.

Gwen Tennyson:
Kevin, how much longer on that doohickey?

Kevin Levin:
Soon!

Gwen Tennyson:
Good thing. We're running out of garage.

Sunder:
Now, hand over the Omnitrix or I slice the girl in two.

Myaxx:
We have security vids of the robbery. We know who has it.

Azmuth:
[as he's watching the video] No. Not him. *Anyone* but him.

Vilgax:
I don't want the Omnitrix anymore. I just want to kill Ben Tennyson.

Gwen Tennyson:
That thing on your arm.

Ben Tennyson:
I know. Pretty smart, huh? With this, I can't change to anything.

Gwen Tennyson:
You should be more careful.

Ben Tennyson:
What for? I always win anyway.

Kevin Levin:
Everything's fine. I can fly this thing.

Gwen Tennyson:
When you said everything's fine, you knew we were headed for an asteroid field right?

Kevin Levin:
I did not know that.

Ben Tennyson:
[referring to Krabb] You guys saved him?

Kevin Levin:
In my defense, she *made* me.

Vilgax:
What took you so long? Surely it wasn't difficult to defeat Levin.

Albedo:
I stopped for chili fries. I've acquired a human weakness for the delicacy.

Vilgax:
Every time Tennyson's beaten either of us, it's been with the help of his friends, but this time we strip them away from him, then attack him together.

Albedo:
And take his Omnitrix, which you claim you no longer desire.

Vilgax:
It's yours, Albedo. I want to see Ben Tennyson defeated before me, alive only long enough to witness me conquering his pitful backwater planet. Keep the watch! I want this world... and Tennyson's head!

Ben Tennyson:
Grandpa?

Grandpa Max:
We've got trouble, Ben. It's your evil twin. He...

Albedo:
[on the TV] 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 Tennyson:
Albedo. Let them go or...

Grandpa Max:
Easy, Ben. He wants you angry.

Ben Tennyson:
[to his grandfather] Then today's his lucky day.

Ben Tennyson:
[loudly to Albedo] I'm coming for you, Albedo!

Grandpa Max:
Don't be overconfident, Ben. We'll call some of the Plumber kids back to Earth, put a plan together, go up against him in force. Right, Ben?

Grandpa Max:
[looks around] Ben?

Grandpa Max:
[realizes Ben has left] Nah. It's only cool when *I* do it.

Humungousaur:
Eh, I've beaten tougher guys than you.

Ultimate Humungousaur:
Really? When?

Humungousaur:
For starter, how about now?

Vilgax:
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.

Kraab:
You would hunt the hunter? You forget your place. You are prey.

Ben Tennyson:
Hey, my overconfidence is one of my most appealing qualities.

Gwen Tennyson:
No. It really isn't.

Kevin Levin:
[not into Ben's TV marathon] This is the worst show I've ever seen.

Ben Tennyson:
Really? It's my favorite.

Kevin Levin:
Well, I don't watch a lot of television.

Ben Tennyson:
This isn't the best one to start with. It's not "Sumo Slammers Classic." It's "Sumo Slammers Hero Generation."

Kevin Levin:
Yeah. I don't really care.

Ben Tennyson:
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 Tennyson:
It's not very realistic is all I'm saying.

Kevin Levin:
Uh-huh.

Ben Tennyson:
Anyway, there's only five more of these before they cycle back to the original show. You'll see. It's way better.

Kevin Levin:
[reaching his limit] Yeah. I gotta go.

Ben Tennyson:
Where?

Kevin Levin:
I don't know. Somewhere.

Grandpa Max:
Ah, there's nothin' like a fresh batch of deep-fried octopus eyes.

Ultimate Humungousaur:
Not only can I transform into anything YOU can, but I can also evolve those creatures to their ultimate form.

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!

[Last lines of the series]

Gwen Tennyson:
What happened to Vilgax?

Ben Tennyson:
I didn't see him get out, but he's survived worse.

Kevin Levin:
He could come back.

Ben Tennyson:
If he ever does, it's Hero Time!

Vilgax:
You've won so many battles, but the war is mine. Bow down before me.

Ben Tennyson:
You got the Omnitrix, Vilgax. Don't press your luck!

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]

Kevin Levin:
[watching Albedo being defeated by Vilgax's army] Bad day to be him.

Ben Tennyson:
Worse day to be me.

Kevin Levin:
What's the plan, Tennyson?

Ben Tennyson:
Plan? Haven't you been paying attention? It's hopeless. Vilgax has an army with all of my powers. I lost the Omnitrix!

Kevin Levin:
But you still have your whiny voice.

Ben Tennyson:
Stop this thing, Grandpa. STOP IT!

[Ben runs out the RV]

Grandpa Max:
Let Ben have some time. He just needs to be alone for a while.

Gwen Tennyson:
Grandpa, that's the *last* thing he needs right now.

[It's raining and Gwen offers Ben his jacket]

Ben Tennyson:
I don't deserve that. It belongs to a hero.

Gwen Tennyson:
We're depending on you, Ben. The whole world is, and I know you'll come through.

Ben Tennyson:
Azmuth, help me! Please! Just so I can help them.

Azmuth:
[Azmuth appears] You are a fool.

Azmuth:
The Omnitrix wasn't intended for you. It was intended for your grandfather, the greatest Plumber in the Milky Way Galaxy.

Ben Tennyson:
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 Tennyson:
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.

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 Tennyson:
Nope. You're going to give the Omnitrix of your own free will.

Vilgax:
Why would I do that?

Ben Tennyson:
So you don't blow up.

Kevin Levin:
I'm normal?

Gwen Tennyson:
Let me show you.

[Gwen kisses Kevin]

Ben Tennyson:
It was a nice, little moment. Why'd they have to do that?

Gwen Tennyson:
Victory kiss.

Vilgax:
Premature. You haven't yet won.

Vilgax:
No! I won't lose to you children! Not again!

Grandpa 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.

Swampfire:
You and Grandpa get to the Control Room and turn this ship around. I'm gonna need some help, Kevin. Got my back?

Kevin Levin:
We got each other's.

Vilgax:
You're losing, Tennyson.

Swampfire:
Maybe so, but the new rig comes with some extras.

[activates the Ultimatrix]

Ultimate Swampfire:
Ultimate Swampfire! What do you say, Vilgy? Round Two?

Vilgax:
Your bravery is obvious, but I do question your intelligence.

Ben Tennyson:
You know what? You two aren't even worth it.

Cash:
Huh?

Ben Tennyson:
It's ridiculous. Could you at least try being original for a change? You've been doing the same old bully routine since the second grade, Cash. It's tired. Spilling my drink? Seriously? I can't believe I used to be afraid of you. Look around, Cash. We've all grown up, but you're still the same pathetic loser who has to torment others just to feel good about himself. You're just sad.

Cash:
It ain't finders-keepers, J.T. It's mine.

Ben Tennyson:
[arriving with drinks] You've been here all night?

Kevin Levin:
And I'm not leavin' until my ride is cherry.

Ben Tennyson:
Want some help?

Kevin Levin:
You want to help me? Go away.

Ben Tennyson:
Fine by me. No juice for you!

Gwen Tennyson:
Kevin, don't do anything stupid!

[Kevin runs off]

Gwen Tennyson:
Waste of breath.

Kevin Levin:
Knock-knock. [kicks open the door] Don't bother hiding. Your weasel friend already told me you were here.

Cash:
[unseen] Levin? I don't have any beef with you.

Kevin Levin:
That's where we differ. You trashed my car.

[Cash steps out from the shadows, revealing his right arm with alien technology grown over it]

Kevin Levin:
[smiling] Okay. That's a surprise.

Cash:
Pretty cool, huh? I can also do this!

[blasts a hole through the concrete wall]

Cash:
You were just about to leave, right?

Kevin Levin:
No. This is good. This is REALLY good.

Cash:
What are you talking about?

Kevin Levin:
See, now that you're all jacked up, I don't have to hold back.

Cash:
Guess this means you're not the coolest kid in town anymore, Levin.

Kevin Levin:
And YOU are? Not on your best day.

Gwen Tennyson:
How many of those things have you had today?

Ben Tennyson:
Let me put it this way: enough to know carrot and chocolate aren't two great tastes that taste great toge...

JT:
[thanking Ben] We should get together sometime and eat paste.

Gwen Tennyson:
Kevin!

Kevin Levin:
What?

Gwen Tennyson:
Anger management! Appropriate response?

Kevin Levin:
Yeah. Okay. No missiles. We're goin' off road!

Gwen Tennyson:
Ben? Are you okay?

ChromaStone:
Not Ben.

Diamondhead:
He's right. He's ChromaStone. I'm Ben.

Gwen Tennyson:
How?

Diamondhead:
Like I EVER understood how this works.

Diamondhead:
I didn't know ChromaStone could fly.

Tetrax:
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.

Tetrax:
That's no shooting star! That's...

[a figure emerges from the smoke]

Ben Tennyson:
Vilgax!

Vilgax:
Where is my crystal?

Ben Tennyson:
Maybe I should have stayed in bed after all.

Ben Tennyson:
I'll handle him!

[activates the Omnitrix]

Humungousaur:
Way Big!

Humungousaur:
[realizes he's Humungousaur] Aw, man! Stupid Omnitrix!

Jet Ray:
Flying's no fun if *everybody* can do it.

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.

[Ben sneezes loudly, with the sound of it echoing down the sewer. Everyone glares at him]

Ben Tennyson:
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.

Vilgax:
Any last words?

ChromaStone:
I must... save... my people. Have mercy.

Vilgax:
Mercy? Never heard of it.

Vilgax:
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!

ChromaStone:
But I'm too weak to continue. Ben... please.

[ChromaStone 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*!

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 you 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.

Gwen Tennyson:
We don't want to hold you up. You must be anxious to get back to your friends.

Tetrax:
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:
Maybe. Maybe not.

[Ben mumbles, Gwen translates]

Kevin Levin:
You can understand that? You should be a dentist.

Gwen Tennyson:
What are you guys doing here?

Kevin Levin:
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 Tennyson:
No, it wasn't. He broke it.

Paradox:
There's an old saying in my field: "Time travel is for immortals and fools" - and I speak from experience.

Gwen Tennyson:
But I haven't been able to cure Kevin with my magic. It's the only way.

Paradox:
There's ALWAYS another way. In fact, sometimes to do something, all you need to do is nothing.

Gwen Tennyson:
You're not making any sense.

Paradox:
I'm often accused of that, but I'm the time walker, and I'm generally quite well informed on these matters.

Gwen Tennyson:
I have to do this.

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.

Paradox:
I warned you that time travel is for immortals or fools. I'm the only immortal hereabouts. You do the math.

Gwen Tennyson:
I'll save you, Kevin. I promise.

Paradox:
Well, that's the sort of thing that got you into trouble in the first place.

Gwen Tennyson:
And Ben?

Paradox:
He fought bravely, but eventually they caught him, too. Pity. After you died, he was the planet's last hope.

Gwen Tennyson:
No. Dead? ME?

Paradox:
Yes. Dead. You! Why are we talking this way?

Charmcaster:
Gwen Tennyson? No... way.

Gwen Tennyson:
Why so surprised?

Charmcaster:
'Cause I killed you once, and now I'm gonna do it 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 Tennyson:
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.

Hex:
You must learn patience, my dear niece.

Charmcaster:
But not right away. First I'm gonna kill...

[Gwen kicks Charmcaster]

Gwen Tennyson:
You *need* to stop saying that.

Ben Tennyson:
You handle the rock monsters. I'll take Charmcaster.

Gwen Tennyson:
No, Ben. You're hurt.

Ben Tennyson:
I already lost you once. I'm not gonna let that happen again.

Gwen Tennyson:
Hold them off, Ben. I need time to cast a spell.

Ben Tennyson:
And that'll fix everything? Do what you can. I trust you.

Gwen Tennyson:
You guys need to make up our mind.

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.

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 suckin' vampire. No offense.

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 the Omnitrix]

Jet Ray:
Jet Ray!

Jet Ray:
[grabbing Gwen with his tail] Onward and upward!

Darkstar:
Can't you feel it? The Librium's transferring your excess energy into ME!

Kevin Levin:
[straining] It hurts!

Darkstar:
Nothing... worth having is gained... without effort!

[Mike knocks Kevin flat]

Mike Morningstar:
Our association is hereby concluded. It would be wise of you to never again cross my path.

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 beter 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...

[activates the Omnitrix, selecting Humungousaur]

Big Chill:
...Big Chill? Never 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]

Gwen Tennyson:
[quietly to herself] After I make sure you can live with whatever it is you've done.

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]

Kevin Levin:
Okay, stop staring at me like that. You're creepin' me out.

Ben Tennyson:
So talk.

[Echo Echo and all his duplicates climb into Kevin's car]

Echo Echo:
[all together] Then what are we waiting for? Go!

[At a look from Kevin, the Echo Echos change back into Ben]

Kevin Levin:
You know, you coulda done that BEFORE you got in my ride.

Mike Morningstar:
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 consequence can be catastrophic.

[Gwen groans in pain]

Kevin Levin:
I don't care! Nothing matters as long as Gwen is safe!

Kevin Levin:
[noting the monolithic head statues] So, where are we, Easter Island?

Darkstar:
Actually, Rapa Nui 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.

Mike Morningstar:
That's it, children. Give me your power. Give me ALL your power!

Kevin Levin:
Did you have to hit me so hard?

Gwen Tennyson:
I did. I really did.

Ben Tennyson:
Gwen, can you track Cooper, figure out where they took him?

Gwen Tennyson:
Probably. His energy resonance is really strong here. Got him. I can take us right to Cooper.

Kevin Levin:
In other words, you're... ATTRACTED to him.

Gwen Tennyson:
Can we just go?

Ben Tennyson:
You have GOT... to see... THIS. It's DNAlien day camp.

Kevin Levin:
Got any spells that'll give us cover so we can get to him?

Gwen Tennyson:
They're not spells.

Kevin Levin:
That's a no, then.

Kevin Levin:
Why don't we just yell out "Hey, Cooper?"

Ben Tennyson:
And have four thousand DNAliens crawling up our butts? Good plan.

HighBreed:
You'll do just as I say or your friends will pay the price.

Kevin Levin:
Actually, we're not all that close.

Echo Echo:
Ready... to... go?

Kevin Levin:
Please say yes.

HighBreed:
Continue to work. The time of cleansing is nearly at hand.

Ben Tennyson:
Drop it! [Tiny throws the object at them]

Kevin Levin:
To be fair, you did tell him to drop it.

Kevin Levin:
[Tiny's got Humungousaur in a bear hug] Aw, I think he loves you.

Humungousaur:
So not funny!

Kevin Levin:
Is that monster for "I give up?"

Humungousaur:
Do I look like I speak monsterese? Oh. Right.

Humungousaur:
Don't move! It'll squoosh her.

Gwen Tennyson:
I don't want to be squooshed!

Echo Echo:
[No.1] Thanks, guys.

Echo Echo:
[No.s 2, 3 & 4] No problem.

Kevin Levin:
Dude, you're talkin' to yourselves again.

Gwen Tennyson:
Well, do you wanna keep standing around here arguing about it or help me hide her?

Ben Tennyson:
I'd like to keep standing around.

Kevin Levin:
I'd like to keep arguing about it.

[Gwen glares at them]

Kevin Levin:
If you don't want to know, don't ask.

Gwen Tennyson:
[Tiny's chewing on Kevin's car] Don't put that in your mouth! You don't know where it's been.

Kevin Levin:
[after Gwen single-handely drives off the DNAliens] Wow.

ChromaStone:
Something to think about next time you get into an argument with her.

ChromaStone:
[as they're fighting the DNAliens] What are they all doing down here?

Kevin Levin:
You mean besides trying to clean our clocks?

Hideous Monster:
I want Gwen.

Alien Mom:
[Gasps] Baby's first word.

Alien Dad:
I wonder what it means.

Rath:
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. Run away! RUN AWAY!

[the Forever Knights run away but find Kevin blocking their path]

Kevin Levin:
Bad idea.

[the knights run away again and find Gwen]

Gwen Tennyson:
Lady or the tiger, boys. Your choice. Okay, not really.

Gwen Tennyson:
So that garage your friend let's you use...

Kevin Levin:
It's at my mom's place. What? You think I live in a tent in the woods?

Ben Tennyson:
Either there or in some cool underground cave.

Gwen Tennyson:
If I give you the answers, you'll never learn anything.

Ben Tennyson:
Hey, I thought no child was supposed to be left behind.

Kevin Levin:
If you don't pass trig, I'm pretty sure that's not true.

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.

Devin Levin:
I'll always be with you, Max. You tell my wife and son I love them.

[Devin dies]

Grandpa Max:
I will, old friend. You have my word. I promise they'll be proud.

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:
You're an Osmosian, yes? Who are you?

Kevin Levin:
My name is Kevin Ethan Levin. You killed my father. Prepare to die!

Kevin Levin:
I told you to stay out of this!

Ben Tennyson:
Since when have we ever listened to YOU?

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.

Kevin Levin:
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.

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!

Gwen Tennyson:
He's going through a lot, Ben. He idolizes his father and... We have to find Ragnarok before Kevin does. I'm afraid of what he might do.

Ben Tennyson:
Kevin? Come on. He talks all tough, but he would never...

Ragnarok:
You again. I should have eliminated you when I had the chance.

Kevin Levin:
Your mistake.

Ragnarok:
[as Kevin smashes some equipment] Stop! You don't know what you're doing!

Kevin Levin:
I know exactly what I'm doing. I'm saving the Earth and avenging my dad!

Ragnarok:
Please, take my hand. Save me.

Kevin Levin:
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 Levin:
For my father.

Kevin Levin:
Hey, I'm a survivor, remember? Guess I got it from my dad, like saving the world.

Ben Tennyson:
And Ragnarok?

Kevin Levin:
Didn't make it.

Grandpa Max:
Ben! Gwen! Well, this IS a surprise. You kids interested in one of my famous wombat omelets?

Ultimo:
I am the most powerful hero on this planet. I'll *perish* before I let it fall into your hands!

Vilgax:
Yes. You will.

Gwen Tennyson:
This would be a lot easier if Ben was here... like he promised... an hour ago!

Kevin Levin:
Guess that fancy watch of his doesn't keep good time.

Gwen Tennyson:
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 Tennyson:
Uh, sorry, Gwen. Guess I just forgot.

Gwen Tennyson:
NOW!

Helen:
[to Cooper] How many times do I have to tell you? Watch out for the laser beams.

Grandpa Max:
Vilgax has issued a conqueror's challenge to you.

Kevin Levin:
Ben can't accept that!

Ben Tennyson:
Sure I can. What is it?

Grandpa Max:
The Galvin 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 Tennyson:
[looking at Kevin's equipment] What's that for?

Kevin Levin:
You know your Omnitrix?

Ben Tennyson:
Yeah?

Kevin Levin:
We're gonna hack it.

Azmuth:
This is no time for jests, Ben Tennyson. My disappointment with you is great.

Kevin Levin:
Yeah. The line starts over here.

Azmuth:
It is only very recently that Ben has strayed from the hero's path.

Ben Tennyson:
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.

Gwen Tennyson:
[as Ben's trying to hack the Omnitrix] Ben, uh, that doesn't look right. Turn it off!

Kevin Levin:
Never mind that. It's overloading! Dump the watch!

Ben Tennyson:
It'll take too long! Run for it! Both of you!

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.

Ssserpent:
I am Ssserpent, the snake that walks like a man.

Cannonbolt:
Is it okay if I call you Roadkill, the snake that only made it halfway across the street?

Psyphon:
[having blown up the street] If you distract me again, I shall not be so merciful.

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, 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.

Manny:
Put me down!

Vilgax:
Precisely my intention.

Gwen Tennyson:
I'm not kidding, Ben. I'm really mad at you.

Ben Tennyson:
But you won't STAY mad at me. I'm adorable.

Gwen Tennyson:
You're completely full of yourself!

Ben Tennyson:
Which is forgivable because I'm so adorable.

Grandpa Max:
Bad news, Ben. Vilgax is back.

Ben Tennyson:
You're kidding me. Last time I threw him into space.

Grandpa Max:
I'm sure he remembers.

Kevin Levin:
I've been, uh, acquiring stuff we need to fix the Omnitrix for months.

Ben Tennyson:
Years, if you count back to when you were trying to steal it from me.

Kevin Levin:
[friendly warning] Let it go, Ben.

Gwen Tennyson:
Are you sure you know what you're doing?

Kevin Levin:
As much as ever.

Gwen Tennyson:
[as two Omnitrix aliens walk away] Ben! Come back! Uh, both of you!

Ben Tennyson:
[emerging from the rubble] What are you talking about? I'm right here.

Ben Tennyson:
[spots a third Omnitrix alien as it flows away]... and over there. Okay what's going on here?

Gwen Tennyson:
That's what I was gonna say.

Kevin Levin:
It's not working. It must be feedback from the watch like the last time.

Ben Tennyson:
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 Tennyson:
I was just trying to...

Azmuth:
...to defy my instructions. Well, you have succeeded! The escaped geno archetypes...

Ben Tennyson:
The what?

Azmuth:
Your transformations. They will perish if they aren't restored to the Omnitarix in twenty-four 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.

Kevin Levin:
Let me bring you up to speed, hero. Thanks to you, I can't turn back. I'm a monster.

Ben Tennyson:
I'm sorry, Kevin. I didn't know. I was just kidding around.

Gwen Tennyson:
[to Kevin] Stop saying that. You're not a monster!

Gwen Tennyson:
[touching Kevin's hand] Use your powers. Absorb my skin.

Kevin Levin:
I'm trying. It doesn't work. I'm trapped like this forever.

[Ben, Gwen and Kevin come upon ChromaStone bashing away at an amusement park ride]

Gwen Tennyson:
Without your guiding intelligence...

Ben Tennyson:
THANK you!

Gwen Tennyson:
...such as it is, ChromaStone's nothing but instinct.

Kevin Levin:
What now?

Ben Tennyson:
Um... Here, ChromaStone!

Ben Tennyson:
[whistles like a dog to it] Good, ChromaStone!

Kevin Levin:
[sarcastically] Oh, yeah. There's your guiding intelligence in action.

Gwen Tennyson:
Aren't you forgetting something?

Ben Tennyson:
I don't think so.

Gwen Tennyson:
Remember you were gonna do something in about... five hours.

Kevin Levin:
Vilgax, dude!

Ben Tennyson:
[nonchalant] Right. Fight to death with Vilgax. No problem.

Kevin Levin:
Are you sorry you blew us up?

Swampfire:
Her, maybe. You, not so much.

Diamondhead:
Diamondhead! You're in trouble, Vilgax. I've had a lot of practice with this one.

Grandpa Max:
By 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 vengenance upon you.

Ben Tennyson:
Sure thing. Get outta here.

[Kevin slides open a manhole cover]

Gwen Tennyson:
Are you sure Goop's down there?

Ben Tennyson:
It's a sewer. Of course there's goop down there.

Gwen Tennyson:
So not in the mood.

[now walking through the sewer]

Ben Tennyson:
[funningly] Ew! It smells like a sewer in here!

Gwen Tennyson:
I'm not kidding, Ben. No more sewer jokes.

Ben Tennyson:
Smells like a plan to me.

Vilgax:
Ben Ten, I've come to kill you and conquer your world. Is now a bad time?

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.

Jet Ray:
And if Vilgax chickens out, I win, right? Will you have to work for me, after, because... I really hate mowing the lawn?

Gwen Tennyson:
We have to go get them out.

Kevin Levin:
You're not going in there. I've been there. It's...

Gwen Tennyson:
I can handle it!

Ben Tennyson:
No, you can't! There's too much riding on us being here.

Gwen Tennyson:
You heard her. They need help.

Ben Tennyson:
I know. That's why I'm going alone.

Ben Tennyson:
Aw, you'd miss me.

Kevin Levin:
I've got better ways to spend my time than going to your funeral.

Ben Tennyson:
Oh, fine. I'll just sit this one out then. Yeah, not too likely.

[charges into battle]

Manny:
Some savior you brought us, Helen. Can't even save himself.

Pierce:
[allowing Ben into the Wrench's home] Uh, don't eat anything he offers you.

Ben Tennyson:
Uh, Mr. Wrench, I don't mean to get in the middle of your war, but this whole dimension is destabilizing and...

Grandpa Max:
Why don't you tell me about it over a bowl of my famous centipede gumbo?

[Ben gasps]

Grandpa Max:
But enough about me. What are you doing here? How did you get here? And how on Earth did *Pierce* beat *you*?

Ben Tennyson:
I kind of let him win.

Pierce:
WHAT?

Ben Tennyson:
I figured it was the only way you would lead me to the Wrench... uh, Grandpa.

Ben Tennyson:
This furnace, it doesn't just power the drill. It powers him. That's why he's so much stronger here at his fortress. And that's why it has to go.

[steps off the ledge]

Grandpa Max:
NO!

Grandpa Max:
The Earth needs you to protect it, Ben.

Ben Tennyson:
Then help *me*. I need you.

Grandpa Max:
Not any more, Ben. You proved that today.

Ben Tennyson:
I can't lose you again.

Grandpa Max:
Never happen. We'll find a way back when our work is done here. And, besides, I'm always with you.

[they hug]

Kevin Levin:
Time to come home, Ben. [Gwen and Kevin help Ben exit the Null Void]

Dr. Animo:
And young Ben - always a pleasure to try and end YOUR miserable, interfering life.

Ben Tennyson:
Are you still a doctor, Animo?

Dr. Animo:
What?

Ben Tennyson:
Because it still hurts when I do THIS!

[transforms]

Humungousaur:
Humungousaur!

[flattens Dr. Animo with a fist]

Humungousaur:
[smiling] See? I told you it hurts.

Dr. Animo:
[rising slowly] Give me a moment and I'll show you REAL pain.

Humungousaur:
Thanks, anyway. I'll pass.

[Stomps on Animo]

Kevin Levin:
[entering] Holograms? It's never like I come over and you're just playin' video games or somethin'.

Brainstorm:
Although I'm generally much too modest to boast, on rare occasions I do come out of my shell.

Ben Tennyson:
Sounds like a busy day. I hope you had a big breakfast.

Kevin Levin:
The Plumber Snake is an unbreakable, pandimensional retrieval system worth mucho dinero, which you are lucky I have.

Ben Tennyson:
Nice work.

Grandpa Max:
I DID have a big breakfast.

Alien:
The Null King is upon us! All is lost!

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.

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.

Jet Ray:
I'll wrap this up fast with Humungousaur.

[activates Omnitrix]

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.

Judge Domstol:
And where is the property now?

Baz-El:
The 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 someone back ALIVE?

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]

Octagon Vreedle:
This is a predicament I did not anticipate.

Kevin Levin:
Repo boot - I know how to get 'em off.

Ben Tennyson:
This does not surprise me. I'll stall them.

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.

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 going to give it back.

Kevin Levin:
And I will... eventually.

Kevin Levin:
Keep thinkin'. You'll get better with practice.

Kevin Levin:
Okay. I've got loads of experience in a courtroom setting.

Ben Tennyson:
As a defendant.

Octagon Vreedle:
[having popped the last bubble in a bubble wrap sheet] Such is the fleeting nature of all things.

Paradox:
Azmuth, come with me.

Azmuth:
There's no point, time walker. The HighBreed Armada caught us totally by surprise. Galvin's planetary defenses are down. We don't have a chance! Without the Galvin, no other race in the galaxy has a chance, either.

Paradox:
But - and I hesitate to say this to the smartest being in the universe - that's where you're wrong.

Azmuth:
Explain.

Paradox:
We do have a chance - the chance you made for us.

Azmuth:
That is not what the Omnitrix is for!

Kevin Levin:
What's so important that I have to miss the Autoshow?

Azmuth:
The imminent destruction of your primitive world and all who live here.

Gwen Tennyson:
But if you'd rather go look at a new covertible, by all means...

Ben Tennyson:
The three of us could barely take down one of their ships.

Paradox:
The ship you defeated wasn't a warship. It was a small cruiser.

Ben Tennyson:
That's encouraging.

Azmuth:
I would have a word with the wielder of my Omnitrix... in private.

Kevin Levin:
Right. Like I'm gonna miss THIS! See you when you get back, Gwen. Hey!

Gwen Tennyson:
[grabbing Kevin's arm and leading him away] Kevin Ethan Levin, you come with us right now!

Ben Tennyson:
Ethan? Your name is Kevin E. Levin? You just lost all remaining pretense of cool!

Kevin Levin:
[to Gwen] You promised you'd never tell.

Azmuth:
I have stored within it DNA samples of every intelligent life form in the Milky Way Galaxy.

Ben Tennyson:
10,000 of them, I know.

Azmuth:
As I'm continually forced to point out, you know very little. There are over one million samples encoded in the Omnitrix.

Ben Tennyson:
A million?

Azmuth:
And with the Omnitrix, you have the power to return to life any species that the HighBreed exterminates, including the Human Race.

Ben Tennyson:
I will NOT let the HighBreed...

Azmuth:
If you are destroyed with the Omnitrix, there is no hope. Not for humanity, nor for any race the HighBreed extinguish afterwards. The Omnitrix is Noah's Arc - and YOU are Noah. I cannot allow you to participate in the final battle.

Darkstar:
Why would you trust ME?

Kevin Levin:
I don't, but now that you're on Earth, if you don't help us, you won't survive either.

Ben Tennyson:
Sorry, Azmuth, but I don't buy your argument. The Earth needs to be saved, and I'm going to do it!

Azmuth:
I won't allow it.

Ben Tennyson:
How could you stop me?

Azmuth:
I'll take the Omnitrix from you!

Ben Tennyson:
[poised to activate the Omnitrix] You'll TRY.

Azmuth:
Very well, if you insist on this foolishness, perhaps it's best if you have the full power of the Omntrix. Access master control.

Omnitrix:
Master control unlocked.

Ben Tennyson:
Everything's unlocked? How many aliens can I turn into?

Omnitrix:
1,000,903 genetic samples available.

Ben Tennyson:
Okay, nothing fancy. We go in. We destroy the Hyperspace jumpgate. We capture any HighBreed we can find. That's it. One more thing: whatever we were before, today we're a team. We look out for each other. We win or lose - TOGETHER.

Cannonbolt:
Cannonbolt!

Gwen Tennyson:
Haven't seen HIM for a while.

Cannonbolt:
What can I say? I'm feeling nostalgic.

Kevin Levin:
Not a scratch. What's it made of?

Paradox:
Neturonium carbon alloy.

Kevin Levin:
Dude, that was totally... What's the word?

Gwen Tennyson:
Rhetorical.

Kevin Levin:
Yeah. That.

Azmuth:
No force on this planet could stand against even a single HighBreed warship. They will send hundreds.

Kevin Levin:
Yeah, okay, we get it. We're hosed.

Gwen Tennyson:
I need a favor.

Cooper:
[adoringly] Anything for you, Gwen.

Kevin Levin:
[mockingly] You hear that, Gwen? "ANYTHING."

Gwen Tennyson:
Give him a break, Kevin. We're asking him to risk his life.

Cooper:
Kevin's juvenile teasing doesn't bother me in the least. My adoration for you is far too pure and strong to... RISK MY LIFE?

Gwen Tennyson:
We're too late!

Ben Tennyson:
It's never too late. New plan! [thinking but coming up with nothing] Working on it.

Kevin Levin:
THAT'S reassuring.

Ben Tennyson:
Got it! We break into the HighBreed Control Room and force the HighBreed captain to make his ships retreat.

Darkstar:
That's your big plan?

Ben Tennyson:
Hey, how many times have I beaten you?

Darkstar:
Twice - but, just at this moment, I can't imagine how.

Ben Tennyson:
When did you get all this stuff?

Kevin Levin:
When DIDN'T I? Everytime we found some alien tech, I tossed it in the trunk, and whenever I have free time...

Gwen Tennyson:
...You work on the car.

Kevin Levin:
Yep.

Gwen Tennyson:
[Running up the stairs] The HighBreed have starships and they haven't invented the elevator?

HighBreed Commander:
Do not mock me, Tennyson. You can die quickly with the rest of your insignificant race or slowly at my hands.

Swampfire:
OR, I was thinking, not at all. Call it off.

HighBreed Commander:
Foolish children. Enough of this. Destroy the other two. Leave Ben 10 to me.

HighBreed Commander:
So it ends. Just as your grandfather destroyed himself trying to defeat me, so you, too, will fall at my...

Swampfire:
[reviving with resolve] I'm kind of mad now.

Kevin Levin:
Your grandmother said it would take at least 75 years for you to master that power.

Gwen Tennyson:
We don't have 75 years!

Kevin Levin:
You'll lose your humanity. You won't remember Ben or me. Ben will find another way to win. You gotta come back to me, Gwen. I can't lose you. Okay?

Manny:
One side, alien freaks! You're in my way!

Gwen Tennyson:
Manny.

Manny:
Hey, Gwen.

Swampfire:
Helen and Pierce? But, that means...

Grandpa Max:
How's it going kids?

[Swampfire reverts to Ben. Ben and Gwen run to Grandpa Max]

Ben Tennyson:
Grandpa Max!

Manny:
And Max Force!

Grandpa Max:
What did I say about calling us that?

Manny:
I think it sounds cool.

Ben Tennyson:
Grandpa, can you hold the line here?

Grandpa Max:
Keep them from retaking the Control Room? Consider it done.

[Ben starts to leave]

Manny:
Where're YOU goin'?

Ben Tennyson:
Just stepping out for a second.

[Ben walks out a broken window]

Grandpa Max:
Ben!

Ben Tennyson:
If we don't make it, it's up to you guys.

Manny:
Forget that man. We'll see you when you get back.

Highbreed Supreme Commander:
I've read reports of your tenacity but, truly, your gall exceeds all description.

Humongosaur:
Thanks. I want you to call off the attack on Earth.

Azmuth:
All is lost. They are far too powerful to fight.

Humungousaur:
Why fight them when we can help them? Omnitrix, can you repair the genetic damage to the HighBreed? All of them?

Omnitrix:
Genetic manipulation on that scale will require all available power. [after a moment] Genetic recombination sequence is ready.

Highbreed Supreme Commander:
What are you doing?

[Humungousaur reverts to Ben]

Ben Tennyson:
Wait for it.

Gwen Tennyson:
Grandpa, are you going back to the Null Void?

Grandpa Max:
Nope. After watching Ben's recruits in action, I think they need some training from an old pro. You three sure don't need me any more.

Ben Tennyson:
I'll always need you, Grandpa.

Grandpa Max:
Come on, team, you're with me. Ooo, I'm going to need a bigger motorhome.

Kevin Levin:
You like cars?

Gwen Tennyson:
Not really. I like you, though.

Ben Tennyson:
Oh, man, I don't recognize any of these guys. Oh, well. Here we go again.

[Activates the Omnitrix]

Ben Tennyson:
If I could just... reach the Omnitrix.

Azmuth:
[exasperated] Why do you need to REACH it!

Ben Tennyson:
Oh. Right. Omnitrix: Humungousaur!

HighBreed Supreme Commander:
You are mongrels, inferior life-forms. You're very existence is an affront to our purity.

Azmuth:
Can we dispense with these lies?

HighBreed Supreme Commander:
You accuse me of dishonesty. Your race is the Galvin, correct? - a slightly more intelligent form of pond scum.

Azmuth:
Don't be fooled by his posturing, Ben. They aren't attacking because of their supposed superiority. They're attacking because they're dying out. Their ridiculous belief in racial purity led to inbreeding, a loss of resistance to disease and, finally, sterility. This is the last generation of HighBreeds, is it not?

HighBreed Supreme Commander:
You are correct, vermin, but we will not perish alone.

HighBreed Supreme Commander:
Enjoy the view. You're about to witness the end of all life in the universe.

Kevin Levin:
Welcome to the kennel club.

Reinrassic III:
Thank you for your help, Ben Ben Tennyson.

Spidermonkey:
[as in the tale of Little Red Riding Hood] Why, Grandma, what big trouble you have!

Gwen Tennyson:
I have to find a bathroom.

Kevin Levin:
Lots of trees around.

Ben Tennyson:
Real debonair, Kevin.

Kevin Levin:
Talk!

Human Verdona:
What rotten kids. Go away.

Human Verdona:
Oh, a chase. I haven't had a good chase in ages.

Kevin Levin:
Answers, lady. We're done playing.

Human Verdona:
Not till I put my toys away, sweetie.

Human Verdona:
This little world would be a lot more tolerable without trouble-making imps like you getting in my way.

Gwen Tennyson:
I met Grandma Verdona today.

Frank Tennyson:
I was afraid this day might come, but you never showed any signs of having powers. Your mother and I thought we were in the clear.

Gwen Tennyson:
Magic runs in the family? I knew it.

Frank Tennyson:
Honey, there really is no such thing as magic. Your grandma's an alien.

Human Verdona:
You always could tell when I was watching, baby. I had hoped it meant you had the spark, but no such luck.

Human Verdona:
Anodytes are a race of free spirits with powers that humans can barely comprehend. Now, we don't often mess in the affairs of just plain folks, but I fell deeply in love with Max Tennyson.

Kevin Levin:
And ditched him?

Human Verdona:
No. It's just that, after the kids were grown and out of the house, I needed to reconnect with my Anodyte heritage, and Max was busy saving the universe with the Plumbers.

Frank Tennyson:
Dad thought you didn't know about that.

Human Verdona:
Yes, he didn't want me to worry. Sweet man. We had many good years, but we grew apart. Even a fellow loaded with as much mana as Max is still just a physical being.

Human Verdona:
Why do the most backward creatures make the best music?

Verdona Tennyson:
How do you know you don't like something if you don't try it?

Kevin Levin:
Gwen, stay back!

Gwen Tennyson:
Hit the road, Kevin.

Kevin Levin:
Huh?

Verdona Tennyson:
Energy beings talking here.

Kevin Levin:
Dude, I don't know if I can pound your grandma!

Spidermonkey:
That's okay. We're teaching her to mind her "mana." Ah-ah-oo-oo!

Verdona Tennyson:
[chuckling] Good one, Ben.

Kevin Levin:
Was not.

Verdona Tennyson:
Well, it's been a wild little shindig, but Mama's got to go.

Serena:
We are one of the most powerful beings in the universe.

Bellicus:
Because WE are the most deliberative.

Ben Tennyson:
You mean the Earth is safe?

Bellicus:
No. How'd you get that?

Bandaged Warrior:
E-emperor Milleus, have mercy.

Emperor Milleous:
Mercy? For incompetence? Very well. Your destruction shall be swift.

[Frolic is disintegrated]

Emperor Milleous:
And YOU, my suppos?d right hand - FIND MY DAUGHTER!

Raff:
Um... no problem, Your Highness.

Emperor Milleous:
This Seven Seven is a tool of the empire's enemies.

Raff:
But that could mean anybody, sir - anybody you haven't... enslaved or... destroyed yet.

Emperor Milleous:
True. Search the closest inhabited planet. FIX this... or I will show YOU mercy.

[There's a change in alien attitudes once Kevin says "Tennyson."]

Kevin Levin:
[explaining] I use to talk about what I'd do to you.

Ben Tennyson:
Right. Back when you were a crook.

Kevin Levin:
"Entrepreneur."

Ben Tennyson:
Seven Seven, like that guy Six Six we used to fight?

Raff:
He's he same race as Six Six but far more dangerous.

Gwen Tennyson:
Yeah, eleven more dangerous.

Ben Tennyson:
There's gonna be a panic. Earth doesn't get death threats every day.

Serena:
I am Serena, the voice of love and compassion.

Bellicus:
And I'm Bellicus, the voice of rage and aggression. YOU'RE supposed to be the voice of REASON!

Bellicus:
Alien X doesn't do ANYTHING until it's put to a vote. We've already cut you slack 'cause you're new, but that's the procedure.

Serena:
Bellicus and I have been locked in eternal argument.

Ben Tennyson:
Yeah, that's great, but the Earth's going to be destroyed any minute.

Serena:
I feel sorrow. Billions of lives will be lost.

Bellicus:
Ah, they probably got it comin'.

Serena:
You see, until you showed up, Alien X was always in a deadlock, but now we've finally found a tiebreaker. How could we ever let you go?

Bellicus:
Got that, genius? You're never changing back.

[Pluto explodes]

Gwen Tennyson:
He blew it up.

Kevin Levin:
Look at the bright side. This should smooth out Neptune's orbit.

Kevin Levin:
The Incursian Code - generally, if they don't enslave you, they wipe you out.

Princess Attea:
It's customary for a new emperor to celebrate with a show of force. The ends of your lively planet will make beautiful fireworks for my coronation.

Princess Attea:
As for these two, they tried to rescue me; so, I spare them. [to Kevin and Gwen] Once I destroy your home world, you'll be the rarest specimens in my zoo.

Ben Tennyson:
How can you both be so useless?

Bellicus:
Useless?

Serena:
We're the most powerful being in the universe. We change the very nature of space and time.

Ben Tennyson:
You don't DO anything! Billions of lives at stake and you're all "Oh, the procedure."

Princess Attea:
Aim for the molten core. I don't want any big chunks surviving.

Swampfire:
Blowing up the world's for big kids only.