Gwen Tennyson
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Quotes for
Gwen Tennyson (Character)
from "Ben 10" (2005)

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"Ben 10: Lucky Girl (#1.10)" (2006)
Tour Guide: And behind this impenetrable glass is the recently discovered and only known existing copy of the Arkamada Book of Spells.
Gwen Tennyson, Tour Guide: [in unison] It contains ancient witchcraft and rituals from the late 1600s.
Tour Guide: Maybe *you* should work here, dear.
Ben Tennyson: Don't let old mummy-face get to you. She's probably older than that spellbook.

Gwen Tennyson: [after hitting Hex with some trash cans] Guess we got his attention.
Grandpa Max: Kind of wish we hadn't.

Gwen Tennyson: The only reason you're a big hero is because of that watch. If I found it instead of you, I'd be getting all the attention and all the cool souvenirs.
Ben Tennyson: [goes through the box, picks out something and offers it to Gwen] All right, here, take it.
Gwen Tennyson: Really?
Ben Tennyson: Yeah, I got tons of other stuff.

Gwen Tennyson: [speaking of her charm] It's like every time it glows, everything just goes my way.

Grandpa Max: [Gwen appears wearing a costume] Gwen?
Gwen Tennyson: It's Lucky Girl, Grandpa.

Gwen Tennyson: But it says *all* the Charms of Basell must be used for the spells to be at their full power. Oh, well, his loss is my gain.
Grandpa Max: I'm afraid more like "was." We need to turn that charm in to the museum.
Gwen Tennyson, Ben Tennyson: [together] No fair! Not before I...
Ben Tennyson: ...try it.
Gwen Tennyson: ...use it again!

Ben Tennyson: All that stuff you did, it's not you. It's that charm.
Gwen Tennyson: It's not you, either. It's that watch.

Hex: Give me my charm!
[tries to get the charm; a curtain falls on him]
Gwen Tennyson: You should have said "Please."

Gwen Tennyson: [after hitting Hex with a rock] Luck only takes you so far, Grandpa.

Gwen Tennyson: [with all the charms now in her possession] I could fly, shoot out bolts of electricity, bring trees alive. I'd be unstoppable! Or I guess I could just be me.
[destroys all the charms]

Grandpa Max: You know, you two make a pretty impressive team.
Gwen Tennyson: "Made," now that my power's history.
Ben Tennyson: Hey, you did the right thing destroying those charms.

Gwen Tennyson: Maybe just admit I did a good job?
Ben Tennyson: [exhales] Gwen, you did a good job. There, happy?
Gwen Tennyson: Totally.
Ben Tennyson: Good, 'cause I'm NEVER saying it again.
Gwen Tennyson: You don't have to.
Ben Tennyson: [Gwen pulls out a recorder, pushes play] "Gwen, you did a good job. Gwen, you did a good job."
Ben Tennyson: Oh, man!
Ben Tennyson: [on the recorder] "Gwen, you did a good job. Gwen, you did a good job."
[Gwen laughs]

Ben 10: Alien Swarm (2009) (TV)
Gwen Tennyson: Kevin, this Elena Valadus. She's a plumber's kid like us.
Elena: Not like you, Gwen. None of my ancestors were aliens. I don't have any cool powers to rely on.

Gwen Tennyson: Ben, did you ask Grandpa Max if we could use the Comm Center?
Ben Tennyson: Do you want to start solving this thing or look for a permission slip?

Ben Tennyson: She's one of us.
Gwen Tennyson: She *was* one of us. You have no idea who she is now. You *can't* trust her.
Ben Tennyson: Evidently, I can't trust anyone. I can't even trust Max.
Grandpa Max: [Max enters] Trust me to do what?
Gwen Tennyson: Hey Grandpa. We can't trust you to make soup without putting in baked moths or lizard gizzards in it.
Grandpa Max: Mmm. That sounds like a pretty good combo.

Grandpa Max: I order you stay away from her!
Ben Tennyson: Sorry Max. I'm not following that order.
Gwen Tennyson: Ben! You can't break plumber ranks! Max, don't let him do this.
Grandpa Max: It's not up to me. He's made his choice.
Ben Tennyson: Kev?
Kevin E. Levin: Somebody's gotta stay here and look after the old man.
Gwen Tennyson: Kevin! Stop him!
Ben Tennyson: Don't worry. I can take care of myself.

Kevin E. Levin: I could figure out the password.
Gwen Tennyson: That would be a huge violation of trust.
Kevin E. Levin: And regulations. Well, I guess Ben is really on his own this time. I'm sure he'll be fine. I mean he's all grown up and everything.
Gwen Tennyson: [Long pause] Break the code.

Gwen Tennyson: Are you thinking what I'm thinking?
Kevin E. Levin: That we're going against orders and are no better than Ben.
Gwen Tennyson: You *had* to mention it.

Gwen Tennyson: Ben, didn't Elena just lead you into a nest of techno-organic zombies?
Ben Tennyson: She's coming. One: she's in too much danger on her own now. Two: I trust her.

Gwen Tennyson: Come on. They're taking over the world by 24 hour shipping?

Gwen Tennyson: I'm sorry Elena, but Kevin may be right. If it's a choice between one man and the entire human race.
Elena: You said you'd save him! It's not his fault. He's being controlled by the queen.
Kevin E. Levin: [Putting his hands on Ben's shoulders] Dude. I know this is hard, but unless you take out this guy, the whole world falls. You know what Max would do.
Ben Tennyson: I don't know what Max would do. But I know what I wouldn't do. I don't destroy victims. I save them!

Gwen Tennyson: I think the Omnitrix can turn you into one of these things, but I'm not so sure it can keep you in control once it does. You may become a permanent slave to the hive.
Kevin E. Levin: A turbo charged killer weapon slave.
Elena: Ben no! I don't want to lose you too.
Ben Tennyson: We're out of options. I have to put my faith in the omnitrix.

Elena: We make a great team.
Gwen Tennyson: We're more than that. We're Plumbers.
[Referring to Max]
Gwen Tennyson: And the Plumbers have a pretty great leader.
Grandpa Max: Indeed they do. Ben, what would you say if I asked you to step in?
Ben Tennyson: What?
Grandpa Max: Well, I'm not getting any younger. And believe me, I've been waiting for this moment long enough.

"Ben 10: The Big Tick (#2.2)" (2006)
Ben Tennyson: [trying to work the Omnitrix] I figured I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here.
Gwen Tennyson: Ben, Yellowstone happens to be one of the coolest places around. Just hang out and appreciate it.
Grandpa Max: Gwen's right. And we can live right off the land.
[lifts a log]
Grandpa Max: Mmm, grub worms.
[eats a worm]
Grandpa Max: Full of protein.
Ben Tennyson, Gwen Tennyson: [seeing Grandpa eat one] Ewww.
Grandpa Max: You grill 'em up with a sun-dried tomato paste, and they are...
Gwen Tennyson: [grabbing Ben's wrist and trying to work the Omnitrix] Maybe I can help. I'll take my burger with chili.
Ben Tennyson: I can appreciate THAT.

Gwen Tennyson: [seeing Cannonbolt flat on his back] Now THAT'S a heroic pose.
Cannonbolt: Real funny.
Cannonbolt: [helped up by Gwen and Max] I can't believe I'm a new hero.
Grandpa Max: And where there's one more - who knows - there could be a hundred more.

Cannonbolt: This alien's gotta go.
[curls into a ball and tumbles away]
Gwen Tennyson: Don't you mean "gotta roll?"
Grandpa Max: Look on the bright side. You're headed in the direction of the meteor.

Leader Alien: Relax. We come in peace.
Gwen Tennyson: That's what they always say right before they blow you to bits.
Enforcer Alien: Hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say... "did?"
Leader Alien: [spotting Ben as Cannonbolt] And an Aburian Pelarota to boot.
Gwen Tennyson: [whispering to Ben] At least we know what you are, now.

Ben Tennyson: Oh, man. This watch gives me a new alien out of the blue and all it can do is roll around. *Totally* no fair!
Gwen Tennyson: Oh, that's right. Don't worry about the fact some giant planet-sucker's about to wipe Earth off the face of the universe - because THAT'S fair!

Gwen Tennyson: We really need to get you some underwing deodorant.

Enforcer Alien: It's time for the final purification of your planet, and you three along with it.
Gwen Tennyson: Please tell me we have a plan 'B'.

Grandpa Max: We're running out of time.
Ben Tennyson: And aliens. I went everybody.
Gwen Tennyson: Not exactly EVERYBODY.
Ben Tennyson: No way! I am not turning into that ball-thing again. Plus, I don't even know if I could.
Gwen Tennyson: Don't try and Earth turns into a giant cesspool!
Ben Tennyson: I hate it when you're right!

Gwen Tennyson: You're like a bowling ball.
Cannonbolt: More like a cannonball.
[the aliens fire lasers at him, but he deflects them back]
Cannonbolt: Actually, make that "a cannon-BOLT!"

Gwen Tennyson: It looks like everything's going back to normal.
Ben Tennyson: Hate to break it to you, Gwen, but nothing we ever do is normal.

Gwen Tennyson: Ben, don't you think NOW might be a good time to go hero?
Ben Tennyson: I'm trying. What if I turn into something ELSE that's useless?

"Ben 10: Alien Force: Con of Rath (#3.13)" (2010)
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.

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?

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.

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 10: Ultimate Alien: Absolute Power: Part 2 (#1.20)" (2010)
Kevin Levin: This is your fault. You coulda helped me with your magic.
Gwen Tennyson: No, I tried to...
Kevin Levin: You tried, everybody tried, but here I am a monster. And if I look the part, why shouldn't I act it?

Ben Tennyson: I still don't get it. What's supposed to happen when Kevin gets here?
Cooper: [entering] I think that's where I come in.
Ben Tennyson: Do I know y...? Cooper?
Cooper: I had a growth spurt.
Gwen Tennyson: Yes, you did.

Ben Tennyson: And if it DOESN'T work?
Mike Morningstar: You already know the answer, Tennyson. There is but one way to deal with a mad dog.
Gwen Tennyson: But it's not going to come to that. It's going to work!

Gwen Tennyson: All we have to do is...
Ben Tennyson: There's no "we." Not this time. I'm the one who put Kevin in the position where he had to absorb that energy. It's my fault that he's lost control, and everything he's done since, all those people he's hurt, all those people he's going to hurt, that's my fault, too.
Gwen Tennyson: You've gotta let me try.
Ben Tennyson: I will but only because I know you're going to fail.

SpiderMonkey: Anyway, you're supposed to be hiding!
Gwen Tennyson: And you're supposed to be "delaying" him, not dropping RVs on his head!
SpiderMonkey: Uh, actually it was the other way around.

Gwen Tennyson: I can't believe how hard Ben was fighting. He was really trying to hurt Kevin.
Julie Yamamoto: Kind of looked the other way around to me. You sure he's okay?
Gwen Tennyson: This is Ben we're talking about.

Gwen Tennyson: Ben, you promised we'd try it my way first.
Ultimate Echo Echo: Yeah, I lied.

Ultimate Echo Echo: [as Ben prepares to finish Kevin for good] Paradox said I was the one who will do what has to be done. I gotta!
Gwen Tennyson: Then do it. Protect the innocent! That's Kevin, too.
Ben Tennyson: [changing back to Ben] You better be right.

Kevin Levin: Listen, uh, when I was, uh, out of control, I said some things...
Ben Tennyson: No need to apologize. We're both kind of jerks. That's why we get along.
Gwen Tennyson: I'm not a jerk.

Gwen Tennyson: [to Ben and Kevin] Who wants to go with me and help explain to my folks what happened to their house?
Kevin Levin: [to Ben] Mr. Smoothy?
Ben Tennyson: [walking out with Kevin] You buyin'?

Gwen Tennyson: It didn't work, Michael. Kevin's just as dangerous as ever.
Ben Tennyson: [sarcastically] Huh. And I thought for sure you'd be able just to TALK him out of his mindless revenge spree.

"Ben 10: Secrets (#1.13)" (2006)
Grandpa Max: It was just a bad dream, son. We can talk about it in the morning.
[walks away]
Ben Tennyson: It seemed so real. He looked right at me and said "I'm coming for you now."
Grandpa Max: [Grandpa stops suddenly] Change of plan. We're hitting the road right now.
Gwen Tennyson: Grandpa, it's 3 in the morning.
Grandpa Max: Best way to beat the traffic.

Gwen Tennyson: [after Heatblast traps Vilgax. The Rustbucket pulls up] Ben! Grandpa says to get in... NOW!
Heatblast: What are you talking about? I'm just about to kick alien butt!
[Omnitrix times out]
Grandpa Max: Benjamin, get in!

Gwen Tennyson: [after Ben changes to Stinkfly to fight the drones] Where are we going? We have to help Ben!
Grandpa Max: We will, but first we'll need to get some special help.
Gwen Tennyson: Let me guess. At Mount Rushmore? Grandpa, you're really freaking me out!

Gwen Tennyson: [when they've reach Mount Rushmore] I don't think tourists are allowed on this road.
Grandpa Max: We're not tourists, we're *tenants*.

Gwen Tennyson: [inside Mount Rushmore] That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know that alien guy who's after Ben?
Grandpa Max: Well it's kind of complicated. But let's just say...
Grandpa Max: [pulling out a large weapon] ... I wasn't exactly your normal plumber before I retired.

Grandpa Max: This weapon is keyed into Vilgax's biosignature. Hopefully it will take him down for *good* this time.
Gwen Tennyson: "This" time?

Grandpa Max: I've got to get this ship under control!
[runs to a control panel]
Upgrade: He can fly a spaceship?
Gwen Tennyson: At this point, *nothing* surprises me.

Grandpa Max: [after the Rustbucket lands on the ground] You all right, Gwen?
Gwen Tennyson: [groans] At times like this, going back to school doesn't seem so bad.

Gwen Tennyson: [after Ben lands as Vilgax's ship self-destructs] Not bad for a doofus.
Ben Tennyson: Grandpa, we need to talk.

Gwen Tennyson: This is my private property and you're getting your cooties all over it!

"Ben 10: Ultimate Alien: Girl Trouble (#2.5)" (2011)
Gwen Tennyson: This is a *really* bad idea.
Natalie: I didn't ask for your approval, Gwendolyn. Your cousin's taken up with a bad crowd, so her parents asked us to keep her here for the summer. They think you'll be a good influence on her.
Gwen Tennyson: I wish everybody would stop saying that about me.
Natalie: With that attitude of yours, they'll stop soon enough.

Sunny: [Chuckling] No point in saying anything romantic to Gwen anyway. She's a boring goody-goody who never does anything fun, right? I'm right, right?
Gwen Tennyson: Well once my cousin was annoying and I kicked her out of the car, and she had to walk home. *That* was fun.
Sunny: Are you telling me to-?
Gwen Tennyson: GET OUT OF THE CAR!
Ben Tennyson: That's a relief. For a second there, I thought she was talking to me.

Kevin Levin: [about Sunny] She's pretty powerful. How come you can't do that?
Gwen Tennyson: Because SHUT UP!
Kevin Levin: Haven't looked at it like that.

Sunny: [to Kevin] What do you see in her, muscles? She's so goody-goody. I mean wouldn't you have more fun with a wild girl.
Gwen Tennyson: I'm right here, Sunny!

Ben Tennyson: [as Gwen is trying to restrain Sunny] This is a personal matter between Gwen and Sunny.
Kevin Levin: We should respect their privacy.
Gwen Tennyson: [Ben and Kevin start to leave. Gwen yells at them] Get back here!

Kevin Levin: [about Sunny] Your cousin would make a great member of the...
Gwen Tennyson: Absolutely not!

Gwen Tennyson: I'm serious, Sunny. You've had your fun. It's time to go home.
Sunny: MAKE ME!
Gwen Tennyson: I hoped I wouldn't have to. I'm sorry it had to come to this, but you leave me no choice... I'm telling your mom and dad.
Sunny: NO!

Gwen Tennyson: I'm not as powerful as you are. I'll give you that.
[Sunny laughs]
Gwen Tennyson: But Grandma Verdona on the other hand...
Sunny: [Sunny turns around] Grandma? No! I'm not going back! You can't make me!
Verdona: Oh do be quiet. I am so cross with you right now! How an energy being ended up being such a spoiled brat is beyond me.

Gwen Tennyson: Thanks for coming.
Verdona: Any excuse to see my favorite grandchild.
Sunny: HEY!

Kevin Levin: Your family is weird.
Gwen Tennyson: [Scoffs] All families are weird.
Kevin Levin: Uh huh. Your cousin left her skin on the floor of the particle accelerator.
Gwen Tennyson: It's kind of a sliding scale.

"Ben 10: Ben 10,000 (#3.1)" (2006)
Ben Tennyson: Wait! You never told me the secrets of the watch. How I don't have to go Ben!
Adult Ben: Trust me, you're gonna want to go Ben. Thanks for making me realize that. Oh, here. Take this.
[hands a box to his younger self]
Ben Tennyson: What is it?
Adult Ben: Something I should have gotten Grandpa twenty years ago.
Gwendolyn Tennyson: Guys! It's closing.
Gwen Tennyson: [running through the portal] See ya!
Ben Tennyson: [as he's about to enter the portal] And I guess we're gonna be ya!

Ben Tennyson: [as he's leaving the Rustbucket] Ya comin', Grandpa?
Old Max Tennyson: Oh, uh... no. No. You haven't needed my help for a long time. But just make sure you say goodbye before Gwendolyn sends you back.

Ben Tennyson: Time to go Four Arms and show Ben 10,000 where it all begins.
[changes to Stinkfly]
Gwen Tennyson: Yeah, with you messing up again.

Gwen Tennyson: What about Vilgax?
XLR8: Last I saw of him, I left him in pieces. It wasn't pretty for anyone. Enough said.
Ben Tennyson: Whoa. I really need to lighten up.

Ben Tennyson: Don't I have any fun anymore?
XLR8: You'll learn soon enough, being me is not about "fun." Now wait here for Gwendolyn - and don't touch a thing!
[zips away]
Ben Tennyson: [spots a hoverboard] Hey, look!
Gwen Tennyson: He said not to touch anything.
Ben Tennyson: Why should I listen to me? You never do.

Ben Tennyson: [as Gwen catches up with her adult self] Hello! Forget you! This is about *me*!
Gwendolyn Tennyson: He's right.
Gwen Tennyson: Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time.
Gwendolyn Tennyson: Ben 10,000 needs his help.
Ben Tennyson: I seem pretty tough. What could a cool Superhero like me need anyway?
Gwendolyn Tennyson: Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even *he* can't solve alone.

Ben Tennyson: [making a sound-alike with his name] It's time to give the doctor a double-dose of Ben Medicine.

Gwendolyn Tennyson: Look I didn't bring you here to find out about your future. I came back to bring Ben.
Gwen Tennyson: So, why nab me?
Gwendolyn Tennyson: I remember Ben's listening skills sort of *stunk*. Grabbing you was the only way I knew he'd come.

Gwen Tennyson: It's great seeing you, too, but the same shirt? Grandpa, it was twenty years out of style twenty years ago.
Old Max Tennyson: Hey, when you find a look that works...

Gwendolyn Tennyson: Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can. Now come on.
[Gwendolyn opens a portal]
Gwendolyn Tennyson: The portal's ready, and there's *another* birthday party you guys gotta get to.

Ben 10: Secret of the Omnitrix (2007) (TV)
Gwen Tennyson: [after saving Ben] What would you do without me?
Ben Tennyson: [to himself] Sure am glad I don't have to find out.
Gwen Tennyson: What's that?
Ben Tennyson: I said Vilgax is smearing us and I can't do anything about it. I'm just a plain kid without the Omnitrix.
Gwen Tennyson: Don't you get it? You don't NEED that thing. What about all the times you saved Grandpa, or me, or lots of other people when you weren't an alien? You ARE a hero, even if you can't "go hero."

Gwen Tennyson: Try not to mess things up, okay?
Ben Tennyson: Since when do I ever mess things up?
Gwen Tennyson: Do you want your list in chronological or alphabetical order?

Gwen Tennyson: I'm an alien butt! It's official: worst summer of my life!
Ben Tennyson: Hey, rock/paper/scissors, two out of three. I won fair and square.

Myaxx: You didn't tell him?
Tetrax: If the self-destruct is allowed to detonate, the explosion will cause an energy ripple that will literally tear apart the universe, including Earth!
Gwen Tennyson, Ben Tennyson: Grandpa!

Gwen Tennyson: [looking at the controls on Tetrax's ship] Come on, you can fly this thing. It's just like riding a bike - a huge, super high-tech alien bike.

Gwen Tennyson: I've never been so humiliated in all my life!
Ben Tennyson: That's not true. You've been humiliated plenty of times worse than that.
Gwen Tennyson: Yeah! And all by YOU!
Ben Tennyson: That's all I'm sayin'.

Tetrax: Gwen, YOU'RE the intruder?
Gwen Tennyson: Sorry. I-I just figured since Ben can't find his toothbrush when it's stuck in his mouth, he could use some help finding the creator.
Ben Tennyson: Hey!
Gwen Tennyson: I'm just kidding. Ben NEVER brushes his teeth.

Ben Tennyson: Look, Tetrax and I have it covered. We'll find Azmuth, he'll fix the watch, and I'll keep kicking alien butt.
Gwen Tennyson: Tetrax said Azmuth would deactivate the Omnitrix, not fix it.

Tetrax: I downloaded the DNA signature into my scanner. It should lead us directly to Azmuth, but if these prisoners see a human, it'll be trouble.
Gwen Tennyson: Wow. The rest of the universe hates us that much?
Tetrax: No, most species love humans. They're considered quite a delicacy.

[Ben has to navigate Tetrax' spaceship from outside]
Tetrax: Should we turn to starboard or to port?
Ben Tennyson: What?
Gwen Tennyson: He means right or left.
Ben Tennyson: Why didn't he just say so. Go to the right.
[the ship turns right]
Ben Tennyson: I mean left! Go left!
Gwen Tennyson: This is why we don't give him the map book when we drive.

"Ben 10: Alien Force: Time Heals (#3.15)" (2010)
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.

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.

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.

"Ben 10: Ultimate Alien: Too Hot to Handle (#1.6)" (2010)
Ben Tennyson: I'm starting to wonder about Jimmy's alien-sighting tip.
Gwen Tennyson: Because 10-year-old Internet fan geeks are known for their scrupulous fact checking?
Ben Tennyson: Jimmy's usually right, though. Maybe Kevin had better luck.

Gwen Tennyson: [about Kevin] It's not like him not to call.
Ben Tennyson: What do you mean? It's totally like him not to call.
Gwen Tennyson: I mean not to call *me*!
Ben Tennyson: Oh.

Ben Tennyson: I hate to take sides but... Kevin's right.
Gwen Tennyson: [speaking simultaneously with Kevin] He is?
Kevin Levin: I am?
Ben Tennyson: Well, half right. We need to go back there... to investigate.
Kevin Levin: Fine. We'll investigate, then we'll pound him!

Gwen Tennyson: We should try talking before we start hitting.
Kevin Levin: It works better for me the other way around.

Kevin Levin: [shoving Gwen out of the way] Don't.
Gwen Tennyson: What are you doing?
Kevin Levin: I'm telling you. You do not want to bust that thing open.
Gwen Tennyson: Busting things is YOUR job. I was just trying to read the armor, figure out how it works.

Kevin Levin: [hit on head by debris] Ow!
Ultimate Humungousaur: Sorry.
Kevin Levin: I totally forgive you. Anybody can make a mistake.
Gwen Tennyson: Like leaving the taedanite behind?
Kevin Levin: For instance.
Ultimate Humungousaur: P'Andor got away with the drill
Gwen Tennyson: Only because you guys have been thinking with your fists instead of your brains.

Gwen Tennyson: Kevin, are you all right?
Kevin Levin: Thought you were mad at me.
Ben Tennyson: More like afraid you'd do something stupid.

Kevin Levin: Forget it, Gwen. Radiation level's in the red. Get out now!
Gwen Tennyson: I can do this.
Kevin Levin: I know you can, but you're not protected like me and Ben.
Gwen Tennyson: But...
Kevin Levin: Think with your brains, not your fists. That's my job.
Gwen Tennyson: Okay.

Gwen Tennyson: Go ahead - say "I told you so."
Kevin Levin: Forget it. You're almost always right and you never call me on it. I do have a plan, though.

"Ben 10: Ultimate Alien: The Forge of Creation (#1.16)" (2010)
Azmuth: What is this?
Kevin Levin: Ben had me build a security system into the Ultimatrix.
Ben Tennyson: Didn't want Albedo to ever get access to this one.
Gwen Tennyson: Or worse, to accidentally change into it in the middle of a fight.
Ben Tennyson: Do it.
[Gwen and Kevin insert their keys]
Ultimatrix: Transformation lockout overridden. Transformation 10 now available.

Ben Tennyson: That was weird. I think I saw something... moving in there.
Gwen Tennyson: You have to be more careful. Paradox told us not to touch the time field.
Ben Tennyson: I DO see something moving in there.
Young Ben: [emerging from the time field] Not some*thing*. Some*one*. I'm Ben Tennyson.

Young Ben: Kevin 11?
Kevin Levin: I'm not 11 anymore, but... yeah.
[moves forward to shake Young Ben's hand]
Gwen Tennyson: Not smart, Kevin. He thinks you're still evil.
Kevin Levin: I'm not evil. I'm nuanced.
Young Ben: Whatever you're trying to pull, Levin, it's not gonna work. It's hero time!

Gwen Tennyson: Look at me, Ben. You recognized Kevin. You must know who I am.
Young Ben: Dweeb. What happened to you?
Kevin Levin: Puberty.
N.R.G.: You have travelled in time. That's Gwen, that's Kevin, and... I'm you.
Young Ben: Please. I would never turn into anything THAT lame.
Ben Tennyson: [NRG changes to Ben] I'm you, 6 years later, and Kevin 11 is a good guy now.

Ben Tennyson: Did I really used to be that obnoxious?
Gwen Tennyson: "Used to be?"

Kevin Levin: Everything's not a game. What we do is important. If you can't see that, maybe you ARE just a kid.
Young Ben: You think I don't know? When it's hero time, if I mess up, somebody could die. From what you told me, if we mess up this time, everybody could die.
Gwen Tennyson: That's right.
Young Ben: Maybe that's too much to have in your head when you have to win. Maybe if I pretend everything's a big joke, when the time comes, I'll be able to do what I have to do.
Gwen Tennyson: [to Ben] Is that why you're so arrogant all the time, because you're scared?
Ben Tennyson: No, I'm actually oblivious.

Gwen Tennyson: That's not you talking! Absorbing energy makes Osmosians lose control!
Kevin Levin: Yeah? Well, I LIKE being out of control. Maybe I should absorb the Alien X power for myself.
Ben Tennyson: I can't let you do that, Kevin!

Kevin Levin: I deserve that power. I'm the one who gets turned into a monster. I'm the one nobody ever trusts or cares about!
Gwen Tennyson: That's not true!
Kevin Levin: Face it, Gwen. Whatever I look like, I'm a freak!
Young Ben: You're a jerk. You've always been a jerk! People try to be nice to you, but you can't ever see it. You're too busy feeling sorry for yourself.
Kevin Levin: [considering it] Maybe I'll try it your way, kid - at least for today - but tomorrow...

Young Ben: Where do baby Alien Xs come from?
Kevin Levin: When two constellations love each other very much...
Gwen Tennyson: Kevin?
Kevin Levin: Just tryin' to help the kid out. I had to learn about astrophysics on the streets.

"Ben 10: Alien Force: Darkstar Rising (#2.1)" (2008)
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: 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.

Magister Gilhil: Is he okay?
Ben Tennyson: Everything spinning... going dim... need smoothie.
Gwen Tennyson: He's fine.

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.

Gwen Tennyson: And the bad news keeps on coming.

"Ben 10: Ultimate Alien: The Big Story (#2.4)" (2011)
Jimmy: I had a video but I think the plant must've taken it when it retreated into the cave. I'd figured you'd want to. uh, check my work.
Kevin Levin: Yeah, I'm out.
Gwen Tennyson: I have studying to do, Jimmy. Maybe next conspiracy.
Ben Tennyson: ...Okay, okay, I'll check it out. My car's still in the shop. Think you could give us a ride.
[Kevin and Gwen drive off]
Jimmy: I can't *believe* you don't have a bus pass. That should be Plumber standard issue.
Ben Tennyson: Yeah, I'll make a note.

Gwen Tennyson: Now you're saying Ben is part of the conspiracy? This is a shadowy blob. No credible person would ever take this as real proof.
Harangue: [Cut to TV studio] Welcome back to the Will Harangue Nation. Our guest today - Jimmy Jones. The 10 year old Jimmy, the boy who exposed Ben Tennyson for the menace he is.
Jimmy: Uh that-that's not exactly...
Harangue: Don't talk over me, Jimmy. Now Jimmy has a new equally startling claim. Ben Tennyson is leading and alien invasion to take over the entire Earth.

Gwen Tennyson: It's okay, we checked out the cave, Jimmy. We know. Where are you?
Jimmy: North of Sav Cost. You can't miss me. I'm the kid on the red bike WITH AN ALIEN CHASING HIM!

Kevin Levin: I've said it before and I'll say it again. I would be happy to silence this creature once and for all.
Ben Tennyson: The master wants to know why it couldn't absorb him earlier.
Gwen Tennyson: If there are others with his natural resistence, we need to know how it works.
Kevin Levin: So I can take care of him *after*, right?

Jimmy: You're not Ben at all - or Gwen and Kevin!
Ben Tennyson: No, we're perfect copies, right down to our DNA.
Kevin Levin: But better than the originals which were lame.
Gwen Tennyson: We're in complete harmony.
Ben Tennyson: Soon there will be no war.
Gwen Tennyson: No disease. No hunger.
Kevin Levin: No fun.
Ben Tennyson: The world will be a garden. And everything will be a garden.

Gwen Tennyson: They don't have our powers.
Ben Tennyson: But my double has the Ultimatrix.
Ben Clone: Yes, I do.
[Activates the Ultimatrix]
Chromastone: Chromastone!

Gwen Tennyson: Ben, you've got to get the Ultimatrix back!
Ben Tennyson: Yeah, I'll work on that when I'm not getting shot at.

Gwen Tennyson: On against four. Well, it's clarly not a chicken salad.
Kevin Levin: Okay, stop. I can't let a battle pun be the last thing I hear.

Jimmy: [Groan] I didn't video any of this. Stupid! Who's going to believe me now?
Ben Tennyson: We will. Jimmy, you're a *real* reporter.
Gwen Tennyson: Yeah, from now on, we'll know to take you seriously.
Kevin Levin: No matter how nutty you sound. "Nutty," see what I did there?
[Ben and Jimmy laugh]
Gwen Tennyson: Really? Why is it funny when he does it?
Ben Tennyson: I think it's the delivery.

"Ben 10: Alien Force: Fool's Gold (#3.4)" (2009)
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.

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."

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 10: Gwen 10 (#2.4)" (2006)
Gwen Tennyson: News flash: this is our first day together.
Ben Tennyson: That's impossible. We've been on the road for weeks, taking on aliens, kicking bad-guy butt... I've gone hero, like, a thousand times.
Gwen Tennyson: T-heh! You, a hero?

Ben Tennyson: Will you two just listen to me? He's real. You gotta believe me.
Gwen Tennyson: Oh, yeah, like when we HAD to believe you when you saw Bigfoot at our family picnic?
Ben Tennyson: Okay, THAT was a simple mistake. And Uncle Manny NEEDS to shave his back hair.

Gwen Tennyson: [with the Omnitrix on her wrist] I wonder how it works.
Ben Tennyson: Be really careful. Only a trained pro like me can control it.

Ben Tennyson: The Omnitrix is a complicated piece of alien technology. It's not about having fun.
Gwen Tennyson: Wanna bet?

Gwen Tennyson: So what ARE you mad about?
Ben Tennyson: I don't know what's worse, that I'll never have the watch again or that you're better with it than I was.

[Vilgax attacks]
Gwen Tennyson: [tapping the Omnitrix furiously] Who should I become?
Ben Tennyson: It's gotta recharge.
Gwen Tennyson: Ugh, no fair!
Ben Tennyson: No kidding!

Gwen Tennyson: You wouldn't hurt a girl, w-would you?
Vilgax: Hurt? No. I have something much worse in mind for you.

Gwen Tennyson: Um, can't you just slip the watch off of me?
Vilgax: And what FUN would that be?

"Ben 10: Truth (#2.1)" (2006)
Gwen Tennyson: And you knew about the watch the whole time?
Grandpa Max: Not really. Just rumor and scuttlebutt. I was surprised as you guys when it turned up on Ben's wrist.
Gwen Tennyson: You always told us we could tell you anything, Grandpa. Guess you didn't feel the same.

Ben Tennyson: [as emergency vehicles pass them] All right! Could be a chance for The Plumbers to go back to work.
Gwen Tennyson: [groans] You should start by unclogging that hairball from your brain, Mr. Plumber.
Ben Tennyson: Ah, you're just jealous 'cause you're not part of the family business.
Grandpa Max: There is no "family business." My hero days were over a long time ago.
Ben Tennyson: Well, mine are just getting started.

Gwen Tennyson: [to a police officer] Anybody happen to see a giant talking fish come by here?

Ben Tennyson: I don't get it. How come you didn't tell Phil about the Omnitrix?
Grandpa Max: That's on a need-to-know basis only, Ben. The less people who know, the better.
Gwen Tennyson: Guess that's your answer to everything, isn't it, Grandpa?

Gwen Tennyson: [as Wildmutt tries to talk to a pair of Vulpamancers] What did you say?
Grandpa Max: Vulpamancers never were big on small talk, even with their own kind.

Gwen Tennyson: Something's going on that Grandpa's not telling us about. Come on!
Ben Tennyson: And pass up free room service? No way! I'm stayin' here!
Gwen Tennyson: [cleverly] Nah, you're right. It's probably just some secret Plumber's mission. Better if we just stay out of it.

Grandpa Max: I'm sorry I had to keep my past a secret for so long. I should have known I could trust you guys.
Gwen Tennyson: It's okay.
Grandpa Max: And for what it's worth, Ben, you would have made a great Plumber. Both of you!
Gwen Tennyson: Hey, we're your grandkids. What do you expect?

Gwen Tennyson: What about Phil?
Grandpa Max: I think there's some things about this job we're better off not knowing.

"Ben 10: Ultimate Alien: It's Not Easy Being Gwen (#2.9)" (2011)
Natalie: I'm not judging them, but let's face it - polite people don't glow.
Gwen Tennyson: I glow.
Natalie: Not around me.
Gwen Tennyson: ...So no Tennysons at all? Not even Ben or Grandpa?
Natalie: Ben's table manners leave a bit to be desired and Grandpa Max dresses like he's on vacation in Vegas.

Kevin Levin: [Pulling up his car] You never called me back.
Gwen Tennyson: [Getting in the car] No time for lunch. I need to stop at Office Mania then swing by my house. My mom needs something.
[Gwen notices Kevin's shirt is torn and gasps]
Kevin Levin: I found Animo.

Gwen Tennyson: Ben was right about checking pet stores.
Kevin Levin: Did you know that he can get a pass to go off campus anytime he wants?
Gwen Tennyson: I didn't even know you could buy frogs at the pet store.
Kevin Levin: Snake food.

Gwen Tennyson: Just because you don't go to school, I don't want you to go up against Animo without me.
Kevin Levin: You know about that?

Kevin Levin: I was in the Null Void for a *long* while. By the time I'd got out, I'd kind of outgrown fifth grade.
Gwen Tennyson: But I also know how smart you are. There isn't a piece of tech in the whole galaxy you can't strip and rebuild by hand.

Gwen Tennyson: Maybe you could go for a High School Equivalency Degree.
Kevin Levin: A G.E.D.?
Gwen Tennyson: Sure, I'll find out what you need to do. Help you study.
Kevin Levin: Always room for another project, huh?
Gwen Tennyson: If I wanted to take it easy. I'd go live with my grandpa. I'm not about to let anyone down.

Gwen Tennyson: Is this about you and Ben?
Emily: It's not that I hate your cousin.
Ben Tennyson: Come on! It was one date. How bad could it have been?
Emily: You left me at the top of a radio tower!
Ben Tennyson: For you own safety.
Emily: 200 feet above the ground.
Ben Tennyson: You couldn't have fallen - I webbed you to it.
Emily: I actually I *do* hate your cousin!

Natalie: Your father's getting dinner. Kevin called and I asked him and Ben to join us. Help set the table. How was your day, Gwenny?
Gwen Tennyson: Oh, you know, the usual.

"Ben 10: Ultimate Alien: Ultimate Sacrifice (#3.7)" (2011)
Robot: I give up.
Ultimate Humungosaur: [Ultimate Humungosaur continues to pound the robot] Not... an option.
Gwen Tennyson: Ben, calm down!
Ultimate Humungosaur: My name's not BEN!

Gwen Tennyson: [as Ben and Ultimate Humungosaur are fighting over control of their body] We gotta stop this before he hurts himself.
Kevin Levin: Fine.
[Kevin hits Ultimate Humungosaur]
Gwen Tennyson: Enjoyed that?
Kevin Levin: Maybe a little.

Gwen Tennyson: Dr. Borges, my aunt Sandra said you're the best psychiatrist in town - and she would know.

Kevin Levin: [after Ben disappears] You think he's dead?
Gwen Tennyson: Don't say that. I'd know if he was.
Kevin Levin: How?
Gwen Tennyson: I just would.

Ultimate Humungosaur: Time to pay for your sins, Tennyson!
Gwen Tennyson: Hey! Nobody picks on Ben but me! That's the way it works in families, right?

Gwen Tennyson: That's enough!
Ben Tennyson: Gwen don't. If you use that power too long...
Gwen Tennyson: I risk losing my humanity. That's why I'm not wasting any more time. I'm destroying these transformations.
Ben Tennyson: No, Gwen. Stand down.
Gwen Tennyson: But.
Ben Tennyson: Stand down!
Ultimate Humungosaur: If this is some kind of trick...
Ben Tennyson: No tricks. There's only one way out of this. In order for the Ultimates to live, I have to die.

Ben Tennyson: Wait. Before you - let me say goodbye to Gwen.
Ultimate Big Chill: Do you think we're fools?
Ultimate Humungosaur: No. Let him say his goodbyes. He deserves that much at least.
Gwen Tennyson: What's the plan?
Ben Tennyson: No plan. I don't know why they branched off and became individuals, but I know that they deserve to be free.
Gwen Tennyson: So do you.
Ben Tennyson: [Ben kisses Gwen on the forehead] Goodbye Gwen.
[Ben walks to the pit]
Ben Tennyson: You probably won't believe this, but I never meant for you to suffer -any of you. And I'm sorry.
[pause, then Ben jumps into the pit]

Ben Tennyson: I don't know about your guys, but I'm starving. Burgers?
Kevin Levin: My treat.
Gwen Tennyson: *Your* treat?
Kevin Levin: Hey, it's the least I can do for my best girl - and my best friend.

"Ben 10: Ultimate Alien: Greetings from Techadon (#3.3)" (2011)
Kevin Levin: Fun was the fourteenth hole. Remember that miracle shot I made off of Lincoln's face?
Gwen Tennyson: Through Lincoln's face.
Kevin Levin: Video tape or it didn't happen.

Julie Yamamoto: We're winning and Ben's on the Death Hole. There's no way we can lose.
Gwen Tennyson: Against Ben? There's always a way.
Ben Tennyson: Let's get this over with.
[Activates the Ultimatrix]
Brainstorm: Brainstorm!

Kevin Levin: I'll get what data I can and safely dispose of it.
Gwen Tennyson: Why do you say "safely dispose" when we all know you've already lined up a buyer?
Kevin Levin: Because it makes me sound less greedy.

Julie Yamamoto: According to this there are two miniature golf courses with in 2 miles of here. When's good for you?
Ben Tennyson: I kind of thought we'd focus on the killer robot.
Julie Yamamoto: When's... good... for you?
Gwen Tennyson: We'll take Julie home and meet up with you later.

Ben Tennyson: Back when we were kids, did you ever think we'd become friends?
Gwen Tennyson: [Slight chuckle] No. I thought you were going to drive me insane - me or Grandpa - probably both.

Gwen Tennyson: I'm going to find whoever ordered the hit.
Kevin Levin: Never happen. It can't be done.
[Gwen tosses Kevin a device]
Ben Tennyson: "Can't be done." Stupid thing to say.
[Gwen leaves. Kevin stares at Ben]
Ben Tennyson: Unless you're trying to goad her into doing something impossible.

Argit: You're a natural. Ever consider a career in the fast paced high salaried world of professional conartiste?
Gwen Tennyson: [Handing Argit some money] Thanks for your help.
Argit: Anytime Red.

"Ben 10: Ultimate Alien: Hit 'Em Where They Live (#1.3)" (2010)
Gwen Tennyson: This isn't right. There's supposed to be rules. Family is off limits.
Kevin Levin: If that's how they want to play it, fine. One of those creeps comes after our families, we put 'em down - permanently.
Gwen Tennyson: Meaning what?
Kevin Levin: You know exactly what I mean.

Ben Tennyson: We fought him before? Really?
Gwen Tennyson: Yes. You used to be afraid of clowns. Don't you remember?
Ben Tennyson: Huh? Doesn't ring a bell. We fight a lot of people.
Kevin Levin: Scared of clowns. Priceless.

Gwen Tennyson: Stay behind me, Aunt Sandra. I'll keep you safe.
Sandra Tennyson: [Sandra starts to step forward] I'm the adult here. I should...
[Sandra notices Gwen's hands are glowing and backs up]
Sandra Tennyson: ...stay behind my super-powered niece. Carry on.

Ben Tennyson: We should split up. We can cover more ground that way.
Gwen Tennyson: Really? Split up so they can take us out one at a time? Great plan.
Ben Tennyson: Whoever finds them first, calls the rest of us. No heroics.
Kevin Levin: Never crossed my mind.

Gwen Tennyson: Kevin, we're here to rescue my aunt, not to take the law into our own hands. Got it?
Kevin Levin: Unfortunately, yeah. We'll do this your way.

Gwen Tennyson: You have no idea who you're dealing with.
Zombozo: We've seen what your cousin can do.
Gwen Tennyson: I'm not talking about him.
[Gwen starts changing]
Gwen Tennyson: I want you to listen to me, then pass the word to every lowlife you know. If you want to come after Ben, or Kevin, or me, fine! That's the life we chose.
[Zombozo whimpers and looks away from Gwen]
Gwen Tennyson: I'm talking to you. Look at me! LOOK AT ME! As of right now the Tennyson family is off limits. If any of you ever attacks one of our loved ones, or hurts one of our loved ones, or even bumps into someone we love in the street, THIS... is what... awaits you!

Zombozo: Scared?
Gwen Tennyson: Do your worst.
Zombozo: Not that I need your permission, but that's exactly what I had in mind.

"Ben 10: Ultimate Alien: Simian Says (#3.2)" (2011)
Gwen Tennyson: It won't hurt to check it out. If he's telling the truth, we need to do something about it.
Kevin Levin: And if it's another con job?
Gwen Tennyson: Then he's all yours.

Gwen Tennyson: There's some EM interference up ahead. Don't lose sight of Simian's ship.
Kevin Levin: Don't worry. I've got all our weapons locked on him in case he tries anything.
Gwen Tennyson: That's not really what I meant, but okay.

Gwen Tennyson: [as they're being attacked by DNAliens/Archnichimps] There's something you don't see everyday.
Ben Tennyson: Unless you're us.
Kevin Levin: Still doesn't prove Simian's on the up-and-up. Gotta be a trap.

Gwen Tennyson: I don't like the looks of those guards.
Kevin Levin: Hideous mutation does that to a monkey.

Kevin Levin: Get in there. Eunice might need your computer smarts to pull this off.
Gwen Tennyson: Okay. But if you need my help...
Kevin Levin: I'll cry like a little girl.

Eunice: [about Kevin] You've got yourself a good one there.
Gwen Tennyson: When it comes to life and death situations. Still working on the day-to-day.

Mizaru: Ben Tennyson. You have made a dangerous enemy this day. Mark my words. You have not heard the last of Mizaru.
[a giant creature appears and swallows Mizaru whole]
Gwen Tennyson: And now we've heard the last of Mizaru.

"Ben 10: A Change of Face (#3.3)" (2006)
Ben Tennyson: HA! Your spell screwed up again!
Gwen Tennyson: So, I should be me, but I feel kind of strange, not quite myself.
[Ben and Gwen emerge from the fog and look at each other. Both scream]
Ben Tennyson, Gwen Tennyson: Ahhh! I'm you! *Gross!*

Gwen Tennyson: You want an out-of-body experience? Try THIS!
[knocks out Charmcaster]

Grandpa Max: Well, I hope this experience made you appreciate each other a little more.
Ben Tennyson, Gwen Tennyson: Nah!

Gwen Tennyson: [to Charmcaster in Gwen's body] All right. If you're Gwen, then you should know the name of the Teddy Bear Ben sleeps with.
Ben Tennyson: Hey! Furry Freddy has his OWN bed! It just happens to be next to mine.
Gwen Tennyson: Uh, you just gave her the answer, you dweeb! Did your parents send you to doofus school or were you born like this?
Ben Tennyson: Gwen? It really IS you!

Gwen Tennyson: [Ben and Gwen have switched bodies] When was the last time you washed your socks?
Ben Tennyson: What's the point? They're just gonna get dirty again.

Ben Tennyson: [Gwen in Ben's body is trying to kick the lotion out of Gwen's body's pocket] Ow! Hey, that hurt!
Gwen Tennyson: Quit complaining. You should be happy. You're kicking MY butt!
Ben Tennyson: Uh, since you put it that way.
[smiles as he's being kicked]

Ben Tennyson: How dumb do you think I am?
Gwen Tennyson: [as Charmcaster] I don't have time for trick questions.

"Ben 10: Ultimate Alien: Absolute Power: Part 1 (#1.19)" (2010)
Ben Tennyson: Wake up and smell the end of the world, Gwen. He's out of control.
Gwen Tennyson: He's our friend!
Ben Tennyson: *Was* our friend.

Gwen Tennyson: We can't let Ben destroy Kevin. We've gotta find a way to cure him.
Max Tennyson: Ben is right.
Gwen Tennyson: I know. He... Wait! WHAT?
Max Tennyson: You are a Plumber, Gwen! A lot of people are depending on you. You've got to put your feelings aside and do what's right.
Gwen Tennyson: This is Kevin we're talking about.
Max Tennyson: If you can't be a professional, then just stay out of the way and let Ben do what needs to be done.
Gwen Tennyson: But, Grandpa...
Max Tennyson: I can't help you, Gwen.
Gwen Tennyson: Then I'll find someone who can.

Ben Tennyson: You brought Darkstar into this? And he's going to act like our friend again, right?
Gwen Tennyson: He's the only one who can help Kevin.
Ben Tennyson: Sure.
Mike Morningstar: But I CAN help because you don't understand Kevin and *I* do.

Mike Morningstar: We both have an insatible craving for energy.
Ben Tennyson: And you're evil.
Gwen Tennyson: Kevin's not evil. Somewhere deep down he's still our friend.
Mike Morningstar: No, lovely Gwen, he's not your friend anymore. He just looks like him. He's... an empty shell, knowing only a hunger that must be fed. That craving is his weakness.

Kevin Levin: You shouldn't have come here!
Kevin Levin: [cries out in anguish] Don't you realize I've been trying to stay away from you?
Gwen Tennyson: Why?
Kevin Levin: Because I knew what I'd do to you if I had the chance!

Gwen Tennyson: Don't make me hurt you, Kevin!
Kevin Levin: Give it your best shot!

Gwen Tennyson: Hard to believe you've been reduced to draining energy out of dogs in back alleys.
Mike Morningstar: We all do what we must to survive.

"Ben 10: Alien Force: War of the Worlds: Pt. 2 (#2.13)" (2009)
Gwen Tennyson: We're too late!
Ben Tennyson: It's never too late. New plan!
[thinking but coming up with nothing]
Ben Tennyson: 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?

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.

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 10: Tourist Trap (#1.6)" (2006)
Gwen Tennyson: There is such a thing as taking a joke too far, you know.
Stinkfly: [laughs] Impossible. Funny is funny.

Ben Tennyson: PLEASE tell me this is it, because I can't stand "it" anymore.
Ben Tennyson: [reading sign] "Do not touch it."
Gwen Tennyson: [reading sign] "Do not photograph it."
Ben Tennyson, Gwen Tennyson: [reading sign together] "Do not use batteries or electrical equipment anywhere near it."

Gwen Tennyson: What are we going to tell Grandpa?
Ben Tennyson: Nothing. We just play dumb.
Gwen Tennyson: Easy for you. You're a lot better at it than I am.

Gwen Tennyson: We have to come clean, tell Grandpa EVERYTHING.
Ben Tennyson: Sometimes it's hard to believe you're really a kid. Never admit anything until you absolutely have to. Got it?

Mayor Earl: Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say.
Gwen Tennyson: Maybe it's an alien.
Mayor Earl: Alien? That's just plain kooky talk.

Gwen Tennyson: Who needs an alien superhero when you've got good old-fashioned brain power?

Gwen Tennyson: Once again, science saves the day.
Ben Tennyson: With a little help from science fiction.

"Ben 10: Ultimate Alien: The Enemy of My Enemy (#1.18)" (2010)
Ben Tennyson: I'm sure that ship landed close by - unless the sensors are off.
Gwen Tennyson: Or unless you set them up wrong.
Ben Tennyson: I didn't set them up wrong.
Gwen Tennyson: Or unless you got us lost.
Ben Tennyson: I DIDN'T GET US... !
[Ben makes a sharp turn. Gwen grunts]
Gwen Tennyson: Or unless you drive us into a ditch!
Ben Tennyson: Why don't you just say what's on your mind? Kevin's on the warpath and you think it's my fault!
Gwen Tennyson: Okay, yes! That covers it!

Ben Tennyson: What do you want from us?
Argit: Protection. Lock me up. Throw away the key. I don't care. Just put me somewhere Kevin can't find me.
Gwen Tennyson: We're not running a weasle relocation program.
Argit: Such an ugly spirit for such a pretty girl.

Gwen Tennyson: [as Kevin attacks the Rustbucket II] Let him in or he'll wreck the ship!
Ben Tennyson: Why doesn't he just phase through the hull?
Gwen Tennyson: Maybe he hasn't read the Big Chill instruction book. Let him in!
Ben Tennyson: [activating the external speakers] Doofus! You've got the powers of a ghost! Come in already!

Ben Tennyson: [after Gwen gets rid of Kevin's car] Why did you do that?
Gwen Tennyson: Because you couldn't stop him. Because he's too strong. Because he was gonna kill us.
Ben Tennyson: That's right. I just wanted to hear YOU say it.

Kevin Levin: [as Kevin's about to finish Ben] For old time's sake, I'll make this quick.
Gwen Tennyson: DON'T YOU DARE!
[Gwen attacks Kevin]
Kevin Levin: You too? I thought you cared about me.

Ben Tennyson: [to Argit's lifeless body] You can get up now.
Coronach: He's dead, son.
Ben Tennyson: No, he's playing dead. Come on, Argit. Show's over.
[slight pause before Argit wakes up]
Argit: Is he gone yet? Hey, if I hadn't shut off my pulse, he would've kept hitting me.
Gwen Tennyson: Shut off your pulse?
Ben Tennyson: How do you think a species that obnoxious managed to survive so long?

Argit: Come on. There's gotta be SOME place you could put me. Maybe some police protection?
Ben Tennyson: We COULD take you to the Plumbers Academy. That's the closest fortified Plumbers facility to Earth.
Argit: Where they train new Plumbers for galactic police duty? Not there! Anywhere but there!
Gwen Tennyson: Or we just let Kevin have you.
Argit: Like I was saying, the Plumbers are a FINE organization. I'd LOVE to visit their school.

"Ben 10: Alien Force: In Charm's Way (#3.9)" (2009)
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.

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.

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.

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: What? What're you thinkin'?
Ben Tennyson: I'm not thinkin' anything.
Gwen Tennyson: I can vouch for that.

"Ben 10: Ultimate Alien: Map of Infinity (#1.11)" (2010)
Gwen Tennyson: You never show up unless something important is happening.
Azmuth: Hmm. Yes, we find ourselves in a situation so dire that perhaps I should risk giving Ben my new Omnitrix.
Ben Tennyson: New Omnitrix? Gimme! I'll kick Aggregor's butt!
Azmuth: No, it's not completely ready, and CLEARLY neither are you.
Ben Tennyson: Not yet?
Azmuth: At the rate you're regressing, likely not ever.

Grandpa Max: A complete map of space/time?
Azmuth: Extending through seventeen dimensions. With it, one could travel anywhere. So valuable is this map, that Professor Paradox himself divided it into four pieces and hid them throughout the galaxy. This was Aggregor's plan from the beginning. He kidnapped those creatures for the powers they possessed, powers that will allow him to survive the arduous quest for all of the pieces of the map.
Gwen Tennyson: I don't see why it's so important that he doesn't get a map.
Azmuth: It's more than just a map. It's...
Grandpa Max: It's not the map, Gwen. It's where he intends to go with it.

Gwen Tennyson: What are you looking at?
Ben Tennyson: This is a Plumber's suit, right? I was just making sure my butt-crack wasn't showing.

Gwen Tennyson: Ben, when you turn back to human, you'll still be in your protective suit, right?
Big Chill: That's how it used to work, before it... broke.
Gwen Tennyson: If it doesn't, you've only got ten minutes.
Kevin Levin: Less if you turn into something else first.

Ultimate Echo Echo: If I'm lucky, I've got maybe five minutes left before I change back.
Kevin Levin: No time to be careful. Let's just run through here like maniacs.
Ultimate Echo Echo: Now you're talking sense.
Gwen Tennyson: Nothing scares me more than when you two agree.
Ultimate Echo Echo: [taking point] Uh-huh. Talk while you're moving.

Azmuth: Your lack of patience is foremost among your many weaknesses. I have crucial information...
Ben Tennyson: [turning to Kevin and Gwen] Aggregor's gotta be looking for a ship to replace his busted one.
Kevin Levin: Best way to get one is to hit some Forever Knights' bases.
Gwen Tennyson: What about old Plumbers headquarters? Some of them have mothballed starships.
Azmuth: LISTEN TO ME! Aggregor won't be looking for a ship! With his new powers, he doesn't need one.
Ben Tennyson: Then we'll never find him.
Azmuth: If you LISTEN, you will.

Kevin Levin: Is there any way that "sacrilege" means "go right ahead?"
Gwen Tennyson: No.
Kevin Levin: That's too bad.

"Ben 10: Ultimate Alien: Basic Training (#2.8)" (2011)
Gwen Tennyson: [Reading a message] "Because you received your Plumber commodations during a field operation, your required training is incomplete. Please report to academy 2814 for field certification courses.
Ben Tennyson: Wait. We have to go to school?

Gwen Tennyson: This is awesome! Look at the classes we get to take: Weapons and Tactics, Interstellar Law, Cultural Sensitivity.
Kevin Levin: Started strong, but then you lost me.
Gwen Tennyson: ...Starship Maintenance.
Ben Tennyson: Adn you got him right back.

Brannigan: There's been a Null Void breakout. So Magister Hulka wants all new recruits in their bunks and accounted for. You don't want to make him and *me* mad on the same day! Do we understand each other, larval dipteroid?
Gwen Tennyson: Ooo. Big mistake.
Ben Tennyson: Brannigan, you just bought yourself a nose full of Humungosaur!
Kevin Levin: [Keving keeps Ben from activating the Ultimatrix] We're going Tennyson! You're not getting us thrown out of here on the first day.
Ben Tennyson: Wait. *You're* holding *me* back?

Kevin Levin: What? The magna-lock went bad and it was set on overload instead of stun. Gwen's right.
Hulka: Go back to your barracks.
Gwen Tennyson: Someone's out to get you, sir, aren't they? Or you wouldn't let Tack be out of your sight, would you?
Hulka: Mind... your own... business.

Gwen Tennyson: You... pushed him into a sun?
Hulka: I did not. I changed the arrival address to a Null Void penitentiary. Plumbers are law enforcement, not judges. Don't ever forget that!

Gwen Tennyson: I can't believe I only scored a 98.
Ben Tennyson: Out of a hundred, Gwen. Try and unclench.
Kevin Levin: It only takes a 72 to pass which I exceeded. How about you, Ben?
Ben Tennyson: 95. People think I'm not paying attention, but I am.
Gwen Tennyson: My 98 is starting to look really weak.

"Ben 10: Alien Force: Inferno (#3.3)" (2009)
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.

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?

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.

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.

"Ben 10: Monster Weather (#3.10)" (2007)
Ben Tennyson: Hey, you're the weather guy. We saw you and your robot on TV last night.
Vance Vetteroy: The Sounding Anemometer Metagraph is no robot. He's a sophisticated weather-monitoring apparatus created by me but corrupted by a news station merely after a gimmick.
Gwen Tennyson: Ah, okay. Whatever.

[Facing the animated waterspout, Ben ends up transforming into Heatblast]
Gwen Tennyson: Last time I looked in a science book, water puts out fire, not the other way around.
Heatblast: Time for my own science experiment.

Max Tennyson: This entire summer, we've gone where YOU wanted to go, Benjamin.
Ben Tennyson: What about Aunt Vera's house? THAT wasn't my idea.
Gwen Tennyson: And you ended up having a good time.
Ben Tennyson: Yeah, okay, but...
Max Tennyson: You know I've waited all summer to see Shag Carpeting.
Max Tennyson: Those weirdos make Wildvine look normal. Besides, who listens to records anymore anyway?
Ben Tennyson: That's not the point.
Max Tennyson: No, the point is: what's more important - getting a new digi downloader some sea alien trashed that I kicked butt on or staying here just because YOU say so?
Max Tennyson, Ben Tennyson: [both to Gwen] Gwen, explain it to him.
Max Tennyson, Ben Tennyson: [back to each other] You just don't get it!

Gwen Tennyson: Hey, could you be any ruder?
Ben Tennyson: Hey, if Grandpa doesn't care what I wanna do, why should I care about his dumb band?

Gwen Tennyson: Now, that's one ugly bug on our windshield.

Gwen Tennyson: A massive weather monster with a command of the English language? Now, THAT'S something you don't see everyday.

"Ben 10: Alien Force: Ghost Town (#3.10)" (2009)
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.

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!

[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.

"Ben 10: Framed (#2.3)" (2006)
Gwen Tennyson: So, think Ben's gone stir crazy in that line yet?
[Four Arms breaks out of the Video Game store and goes on a rampage]
Gwen Tennyson: Uh. Why is Ben going berserk and tossing around Police Officers?
Grandpa Max: Good question.

Gwen Tennyson: He must've snapped his cap. All *this* for a *video game*?!
Grandpa Max: I don't believe it.

Ben Tennyson: Look, I don't know if some encyclopedia or something fell on your head at the bookstore, but you have no evidence I did anything wrong!
Gwen Tennyson: [seeing a related news report airing on a muted TV] Oh, yeah?
[turns on the TV volume. News shows Four Arms on a rampage]
Ben Tennyson: That's not me!
Gwen Tennyson: Oh, no? I'm sure it's just some other four-armed alien going postal in front of a video game store!

Grandpa Max: Besides, Ben wouldn't be so irresponsible with his alien powers like that.
Gwen Tennyson: [looking at Grandpa Max in disbelief] Grandpa, please.
Grandpa Max: All right. Maybe you have a point.
Ben Tennyson: No one's gonna ruin MY aliens' reputation except me.

Gwen Tennyson: [after Ben is found by the Federal officers] Thank goodness you found him! We were so worried. He's always wandering away. We're considering getting a leash.

Ben Tennyson: [after finding out what Kevin's done in other cities] I'm gonna get blamed for all that stuff, and I didn't do any of it!
Gwen Tennyson: Can anybody say "ironic?"

"Ben 10: Ultimate Alien: The Widening Gyre (#3.8)" (2011)
Ben Tennyson: Colonel Rozum. This must be pretty embarrassing.
Colonel Rozum: Embarassing?
Kevin Levin: He probably means the way we saved the Air Forces butt last time even though you were involved in all kinds of dirty ops.
Ben Tennyson: That's what I meant.
Kevin Levin: And now he needs another favor.
Gwen Tennyson: Embarassing.

Colonel Rozum: 18 months ago, my sister was on a ship that sailed too close to the vortex. After she went missing, I sent two of my best agents to investigate. They disappeared too. Now my bosses want me to shut the investigation down - officially.
Gwen Tennyson: So you need someone to investigate - unofficially.

Gwen Tennyson: This is unbelievable.
Ben Tennyson: No kidding. I've never smelled anything this bad.
Kevin Levin: Not since the last time you...
Gwen Tennyson: Let the easy ones go, Kevin.

Ben Tennyson: [Running to a pile of garbage] It can't be. No. No! NO!
Gwen Tennyson: Ben, what is it? What did you find?
Ben Tennyson: Who would throw out an autographed Ben 10 photo? Why would someone do that?... This is going to haunt me.

Agent Bryson: New arrivals. You're lucky to be alive. Though after a few weeks here, you might not feel so lucky.
Gwen Tennyson: We were sent her to help.
Agent Locke: So were we. You see how well that turned out.

Ben Tennyson: So I shot all that garbage into the sun. Problem solved, right?
Gwen Tennyson: I hope so.

"Ben 10: Ultimate Alien: Where the Magic Happens (#1.14)" (2010)
Kevin Levin: [as Ben draws some runes] You remember all that from just looking at it?
Ben Tennyson: Sure.
Gwen Tennyson: You really aren't working up to your potential in school.
Ben Tennyson: That's what they tell me.

Ben Tennyson: Charmcaster? You said you knew somebody who could help.
Gwen Tennyson: She can. She's the last person I would've asked otherwise.
Kevin Levin: You trust her?
Gwen Tennyson: I trust her to stab us in the back first chance she gets, but we'll worry about that after she get us to... Wah Di Tah.

Charmcaster: You don't know anything! You're not even a real sorceress. You're an... an idiot savant!
Gwen Tennyson: What did you say?
Kevin Levin: I'm pretty sure it was an insult, but she won't do it again, because words have power. Isn't that right, *Caroline?*
Charmcaster: Oh, please. You think I told you my secret *true* name?
Kevin Levin: Sometimes I forget that other people lie, too.

Ben Tennyson: You said you grew up here. Maybe some of your people could help us.
Charmcaster: There aren't many left. Addwaitya enslaved everyone. My father fought against him. He died getting me and Uncle Hex out of here.
Gwen Tennyson: I didn't know.
Charmcaster: Yeah, you didn't.
Ben Tennyson: Then we'll have to help you.

Charmcaster: [stymied at a chasm] It's a mystic sinkhole. You don't have enough power. No one does!
Spellbinder: [disembodied voice] One step. One step.
Ben Tennyson: No *one* has to. We're a team.
Gwen Tennyson: [to Charmcaster] I've got the power. You've got the knowledge.

Gwen Tennyson: Right. You want me dead.
Charmcaster: Maybe just... badly hurt?
Gwen Tennyson: It's a start.

"Ben 10: Benwolf (#3.5)" (2007)
Ben Tennyson: What's wrong with... me?
Kai: Nothing. And the alien stuff's cool, just not as cool as when you were a Yenaldooshi. I figured I could train you, tame you... You know?
Gwen Tennyson: *Train* him? *Tame* him? He's a *person*, not a pet! You can't talk to my cousin like that!
Ben Tennyson: Thanks.
Gwen Tennyson: Only *I* can talk to my cousin like that! You just blew it big time!

Gwen Tennyson: The thing about a crush is... sometimes you get crushed. Don't worry. There's lots of other girls out there.
Ben Tennyson: You think so? But how do I impress them as me?
Gwen Tennyson: Two secret words is all you need to know.
Ben Tennyson: Really? What are they?
[Gwen walks away]
Ben Tennyson: Come on! You gotta tell me! Gwen!
Gwen Tennyson: [titters] Boys!
Ben Tennyson: Ugh! Girls!

[Wes Green is going hunting for the werewolf]
Max Tennyson: I'll go with you.
Ben Tennyson: Count me in!
Kai: Me, too, Grandpa.
Wes Green: You know only braves can be trackers, Kai.
Gwen Tennyson: Who made up THAT rule?
Wes Green: It's been that way for centuries. Times change, but traditions don't.

Ben Tennyson: But if you're hanging around Kai or something, could you do me a favor?
Gwen Tennyson: What?
Ben Tennyson: Sort of let it slip how cool I am, you know, that you're lucky to have me for a cousin.
Gwen Tennyson: So, basically, you want me to totally lie?
Ben Tennyson: Well, when you put it that way - SURE!

Gwen Tennyson: Girls can totally sniff out desperation a mile away.

Gwen Tennyson: Guess you CAN teach a new wolf dumb tricks.

"Ben 10: Under Wraps (#3.8)" (2007)
Gwen Tennyson: [the Omnitrix times out. Gwen Screams] The corrodium turned Ben into a hideous mutant! Oh, wait. That's how you always look.
Ben Tennyson: [fake laugh] That's so funny I forgot to laugh.

Grandpa Max: Guess we'd better head back to the farm. I'm sure Joan has more chores for us to do.
Ben Tennyson: [Ben and Gwen exchange looks] Yeah, about that, Grandpa. Gwen and I just want to say...
Ben Tennyson, Gwen Tennyson: [together] Don't make us go back there, please! We've learned our lesson, Grandpa! We'll do our chores from now on. Promise!
Grandpa Max: Oh, thank goodness. I'd forgotten how much I hated working on Uncle Jedediah's farm when I was a kid. Now let's get out of here before I get stuck with manure duty again.

Gwen Tennyson: Going somewhere?
Ben Tennyson: Same place you are.
Gwen Tennyson, Ben Tennyson: [together] Mummy hunt!

Joan Maplewood: Rise and shine, sleepyheads.
Gwen Tennyson: You've got to be kidding. It's 5:00AM.
Joan Maplewood: And those cows aren't gonna milk themselves.

Gwen Tennyson: Okay. Mental note: Never try to perform a spell from inside a hazmat suit.

Gwen Tennyson: Ben! Slop the hogs!
Ben Tennyson: Hey, Grandpa was right! This farm work stuff ready DOES pay off.

"Ben 10: Ultimate Alien: Viktor: The Spoils (#2.3)" (2011)
Ben Tennyson: What do you need a teleporter for?
Kevin Levin: Let's see: breaking into bad guy headquarters, escaping from bad guy traps, uh saving money on spaceship fuel...
Ben Tennyson: Point taken. But Gwen can teleport us.
Kevin Levin: It makes her tired.
Gwen Tennyson: It does not!
Kevin Levin: And cranky.
Gwen Tennyson: *You* make me cranky!

Gwen Tennyson: A small but strategically important monarchy. They're in the middle of a civil war.
Kevin Levin: No problem. Ben can take care of that over the weekend.
Ben Tennyson: I learned my lesson the last time. This time we've got a more focused mission.

Gwen Tennyson: Just once, I'd like to sneak into and out of someplace without a fight.
Kevin Levin: If we had a teleport pod...
Big Chill: Oh, give it a rest, will you?

Gwen Tennyson: [after freeing the King] Wait you can't leave us here.
King Xarion: Once you hear what I've done, you'll thank me for leaving you here.

Ben Tennyson: [after Gwen puts a shield around Ben] Thanks.
Gwen Tennyson: Hadn't really thought it through, had you?
Ben Tennyson: I prefer to say I trusted in your initiative.

Ben Tennyson: Never thought I'd say this, but this guy make me nostalgic for the old Dr. Viktor. Think you can get the Rustbucket airborn?
Gwen Tennyson: If he can't, *I will*.
Kevin Levin: If we had a teleporter pod, it wouldn't be a problem.

"Ben 10: Alien Force: The Secret of Chromastone (#3.16)" (2010)
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.

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...

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 10: Divided We Stand (#4.2)" (2007)
Gwen Tennyson: It's so nice to finally get a little peace and quiet so I can catch up on my summer reading.
Grandpa Max: Although I can't help feeling it's a little *too* quiet.
[slight pause]
Gwen Tennyson, Grandpa Max: Where's Ben?

Gwen Tennyson: The only thing more obnoxious than *one* Ben Tennyson alien is *two* of them.

Ditto: [watching two Dittos arguing] Oh, man! What is WITH those two? They're making me nuts!
Gwen Tennyson: That's because they're all YOU!

Ben Tennyson: Come on. I was just having some fun.
Grandpa Max: So were we.
Gwen Tennyson: Only, somehow, WE managed to have fun without frightening innocent people half to death.

[the Omnitrix times out, but Ben remains an alien]
Gwen Tennyson: Um, shouldn't you be turning back into Ben right about now?
Grandpa Max: Something must be blocking the DNA transformation process.
Gwen Tennyson: Maybe all the Dittos have to be together before he can become Ben again.
Ditto: [all three] We gotta get back the other me.

"Ben 10: Alien Force: Busy Box (#3.12)" (2009)
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.

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: 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: [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?

"Ben 10: Ultimate Alien: Revenge of the Swarm (#2.6)" (2011)
Gwen Tennyson: I liked the part where Humungosaur was really small. I was reading about how dreams reveal what we're *really* afraid of.
Ben Tennyson: It was not a dream! Well, the part... about being little was but...
Kevin Levin: Keep telling yourself that.

Elena: Ben, I'd like to help. But what I'm doing here, it's just oo important... Maybe you could help *me*. This could change the whole world, you know?
Kevin Levin: [about the nanites] These could change the whole world too- but not in a good way.
Gwen Tennyson: Ben's gotta help us find where they came from. He doesn't have time to be a lab rat. Right Ben?
[Ben doesn't respond]
Gwen Tennyson: BEN?
Ben Tennyson: Uh, right... right.

Kevin Levin: Elena and Ben.
Gwen Tennyson: What about them?
Kevin Levin: They're interested in each other. Anybody can see that... But she's going to be a problem.
Gwen Tennyson: Oh?
Kevin Levin: Elena's the type who makes guys think she cares about them. But once they care about her - poof. She's gone. I've seen the type before - lots of times.
[Gwen glares at Kevin]
Kevin Levin: I mean I've heard about them from friends.

Gwen Tennyson: Did you see the face Elena made when Ben mentioned Julie?
Kevin Levin: That's just the way girls are. You gotta take advantage. Play one against the other.
[Gwen glares at Kevin]
Kevin Levin: At least, that's what my friends say.
Gwen Tennyson: Which friends?
Kevin Levin: [Meekly] The ones I don't see anymore.

Janitor: Way she talked. Saying "we" or "us" when it was just her. Who she think she is - the Queen of England?
Gwen Tennyson: No. Not the Queen of England. The Nanite Queen.
Kevin Levin: I thought the Queen was dead.
Gwen Tennyson: Long live the Queeen.

"Ben 10: Don't Drink the Water (#4.3)" (2007)
Gwen Tennyson: The one thing about old people is they don't want to be reminded they're old.
Ben Tennyson: Eh, I wouldn't worry about Grandpa gettin' mad at me saying stuff like that.
Gwen Tennyson: And why's that?
Ben Tennyson: 'Cause he can't hear me over your nagging.

Max Tennyson: Who you calling old?
Gwen Tennyson: Ben meant "age-challenged."

Gwen Tennyson: Now, act your age.
Young Max Tennyson: Okay. How old am I now?
Ben Tennyson: You look about ten.

[Youthful Ben calls forth an alien superhero]
Gwen Tennyson: Great. Just what we need - WildPup. What are you gonna do to it, lick it to death?

Gwen Tennyson: Now, now, age before ugly.

"Ben 10: Alien Force: Primus (#3.14)" (2010)
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: 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.

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 10: Alien Force: Vengeance of Vilgax: Pt.2 (#3.2)" (2009)
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: 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 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.

"Ben 10: Ghostfreaked Out (#2.11)" (2006)
Gwen Tennyson: Ben, I'm warning you. You'd better not do *anything* to embarrass me on the tour of the campus.
Ben Tennyson: Don't get your shorts in a twist. I'll be on my *best* behavior.
Gwen Tennyson: Oh, why doesn't that make me feel better?

Ben Tennyson: Ghostfreak's gotta be in here somewhere.
Gwen Tennyson: [to Grandpa Max] He's looking for himself?
Ben Tennyson: He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak.

Ghostfreak: Next sound you hear will be your cousin's screams as she takes a big dive! Ha-ha-ha ha haa!
[Ben drops the gun]
Gwen Tennyson: [as Ghostfreak leaves her body] Ahhh-ah-ahh! Ahhhh!
Ghostfreak: [to the Circus Freaks about Grandpa and Gwen] Eliminate them both!
Ben Tennyson: We had a deal, you Halloween reject!
Ghostfreak: You had a deal with *me*, not *them*!

Gwen Tennyson: Something tells me I am *so* not getting into Bancroft Academy.
Ben Tennyson: You don't need this stupid school to prove you're smart. Do you think any of these eggheads could've brought down those circus freaks?
Gwen Tennyson: [hugging Ben] That's the nicest thing you've ever said to me. Thanks, Ben!

Gwen Tennyson: Ben, answer me!
Ghostfreak: Ben's not here. Boo!

"Ben 10: Ultimate Alien: Solitary Alignment (#3.11)" (2011)
Azmuth: Then there's no reason to prolong this foolishness. Give me my sword.
Sir George: Not while the Daigon lives. If you want it, you'll have to take it.
Azmuth: You think I can't? I am Azmuth - creator of the Omnitrix, scupultor of worlds, smartest being in *five* galaxies. Of course, I can take it from you... Ben Tennyson, take it from him.
Ben Tennyson: You've got it!
Gwen Tennyson: Ben, wait! Doesn't it seem a little...
Ben Tennyson: Azmuth is telling me to fight. You think I'm passing that up?

Sir George: [to Kevin] Respect your elders, stripling. And hair pulling? Seriously? You fight like a girl!
[Gwen blasts George]
Gwen Tennyson: Wrong! *I* fight like a girl!

Sir George: It would be dishonorable of me to destroy you when you are ignorant of the stakes - to say nothing of the sword's true power. But be assured, the next time you get in my way - will be the last!
[George leaves.Kevin rubs his eyes]
Kevin Levin: Man makes a convincing case. What do you think, Ben?
Gwen Tennyson: [Annoyed] Ben is over there.
Kevin Levin: Oh, I'm half blind, okay?
Gwen Tennyson: So I only half look like a guy?

Azmuth: Zennith was right after all. I swore to hide away the sword. And to dedicate myself to peaceful sciences.
Gwen Tennyson: And you developed the Omnitrix as a way to promote peace and unity.
Azmuth: It was an apology for what I had built before.
Ben Tennyson: And I turned it into a weapon. Funny how that worked out, huh?
Azmuth: Yeah. Hilarious.

Sir George: [Flashback] Do not doubt me, wise one. Your gift may have saved humanity.
[George leaves. End of flashback]
Azmuth: Saved it, or doomed it? After defeating the errant knights and the lucabras, St. George stood alone against the Diago. He cut out its heart and left the sword buried in it. I'll show you.
[Azmuth shows them George fight Daigon]
Kevin Levin: No!
Gwen Tennyson: I - I can't watch.
[Gwen turns away]
Gwen Tennyson: I'm gonna be sick.
Ben Tennyson: Azmuth get us out of here now! NOW!

"Ben 10: Ultimate Alien: A Knight to Remember (#3.10)" (2011)
Kevin Levin: You two done being reasonable?
Gwen Tennyson, Ben Tennyson: Definitely.

Sir Driscoll: [Entering Old George's room] These are his quarters. But these runes are undecipherable.
Gwen Tennyson: What do you mean? It's just calculus.
Kevin Levin: What's the matter? Don't they teach math in Forever Knight School?

Ben Tennyson: Enough shuddering in silence. You want to talk about it?
Gwen Tennyson: I feel sick.
Ben Tennyson: Well, the way Kevin flies...
Gwen Tennyson: Can you please be serious for once?
Ben Tennyson: I"m sorry.
Gwen Tennyson: That thing was in my head - controlling me like a puppet. I cannot tell you how *disgusting* that was. Why didn't I fight it?
Ben Tennyson: That's like being angry at yourself for catching a cold. It's not your fault. Besides, if anyone's to blame for all this - it's me. The Knights, Vilgax, the Esoterica, and now the Daigon - I should've put it all together sooner.
Gwen Tennyson: None of us saw it.
Kevin Levin: If we're voting on who to blame: I vote for Ben.

Ben Tennyson: Gwen, I need you to teleport us to the seal.
Kevin Levin: Are you nuts?
[Kevin puts the Rust Bucket on autopilot and joins Ben and Gwen in the back]
Kevin Levin: She can barely do that when we're standing still. Now she's sick. We're going about a thousand miles an hour. And we're a mile up. It's too dangerous!
Ben Tennyson: We really don't have a choice.
Ben Tennyson: [Kevin grabs Ben by his jacket] What do you mean "we?" You're the one who was so busy playing hero that he missed the big picture. And you are *not* going to risk her life now because you screwed up!
Gwen Tennyson: I can do it, Kevin. I have to.

Gwen Tennyson: Daigon won. He got Vilgax to do his dirty work. And now he's taken his heart back to his dimension.
Ben Tennyson: Daigon has all his power again.
Old George: It's far from hopeless.
[Old George picks up his sword, and raises it]
Old George: Ascalalon is mine once again. Now - now you will see what the dragon saw.
[the sword starts to glow]
Ben Tennyson: Stop him!
Old George: [Old George reappears - younger] Let the dragon come.

"Ben 10: Ultimate Alien: Fame (#1.1)" (2010)
Gwen Tennyson: Every channel, Ben, all weekend, nothing but you wrecking things - and they know who you are.
Ben Tennyson: Nobody cares if I'm a superhero!
Kevin Levin: Super menace.

Gwen Tennyson: We know you were trying to help, but by revealing Ben's secret, uh, you've made it harder for him to help people.
Jimmy: I'm sorry. I thought you'd like the fame. You know, all the attention and money.
Ben Tennyson: Attention?
Kevin Levin: Money?

Ben Tennyson: Road trip?
Gwen Tennyson: We can borrow Ship from Julie.
Kevin Levin: Don't have to. We'll take the Rustbucket.
Ben Tennyson: You want to *drive* all the way to Florida?
Kevin Levin: Not that Rustbucket. The new one.

Bivalvan: I was kidnapped along with four others by a monster named Aggregor. We managed to escape him but crashed here on your planet.
Gwen Tennyson: Where are the others?
Bivalvan: I don't know. We were separated.
Ben Tennyson: Four aliens that aren't in the Ultimatrix? That's pretty cool!

Gwen Tennyson: Kevin! Those guys are on our side! You can't shoot at them!
Kevin Levin: No harm done. He ejected, and his parachute is only a little on fire.

"Ben 10: Washington B.C. (#1.2)" (2006)
Gwen: Ten superheroes on that stupid watch and you picked the one with the flaming butt?

Grandpa Max: Let's check out the pet department.
Gwen: Please tell me you aren't looking for our breakfast.

[confronted by a giant hamster, Ben's watch is still recharging]
Gwen: [to Ben] If you didn't go cereal diving, one of those heroes could be saving us from becoming hamster chow.

Gwen: [dourly as she's being carried off by a giant parrot] "Spend a summer with your grandpa, honey. I'll be an adventure."

Ben Tennyson: Plus, I guess saving the city from Dr. Whacko was its own reward.
Gwen: [sincerely] Don't forget you saved me, too. Thanks.
Ben Tennyson: Yeah, well, that's what we heroes do best - rescue dweebs.
Gwen: You are SUCH a major doofus.
Ben Tennyson: I KNOW you are, but what am I?

"Ben 10: Permanent Retirement (#1.4)" (2006)
Gwen Tennyson: [to Ben after he, as Wildmutt, gets attacked by an alien] Hey, short, dumb and hairy. Rule one, he's not Grandpa! He's an alien freak. And that leads to rule two, which is we kick alien butt!

Gwen Tennyson: Whadda you have that's non-fat with less than 3% sugar?
Ice Cream Employee: Napkins.
[to Ben]
Ice Cream Employee: What about you, kid?
[From outside, Ben sees some bad guys are stealing an ATM]
Ben Tennyson: I'm about to go Rocky Road.

Gwen Tennyson: You know, ever since you've had that watch, you're like a magnet for the weird.

Gwen Tennyson: That's scary. I'm starting to speak mutt.

Gwen Tennyson: Ben, you snuck out. Vera was hurt.
Ben Tennyson: Eh, she's old. She'll forget.

"Ben 10: Alien Force: Singlehanded (#3.7)" (2009)
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!

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.

"Ben 10: Alien Force: Vengeance of Vilgax: Pt. 1 (#3.1)" (2009)
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!

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!

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.

Gwen Tennyson: Are you sure you know what you're doing?
Kevin Levin: As much as ever.

"Ben 10: Ultimate Alien: Andreas' Fault (#1.7)" (2010)
Reporter Chet Rigby: Wow, Ben. Looks like quite a big turn out from your fans, the Wanna-Bens.
Ben Tennyson: Thanks, Chet, but the real fans prefer to be called "Ben addicts."
Gwen Tennyson: He put the "dumb" in stardom.
Kevin Levin: Fame turns everybody into a nimrod.

Kevin Levin: All right, Argit, what's the scam?
Argit: Scam? Oh, I'm-I'm hurt, deeply hurt that an old friend like you would think badly of me, especially after I've gone to all the trouble of collecting the money I owe you.
Kevin Levin: [picking up the stack of money] Hello, beautiful.
Gwen Tennyson: Kevin!
Kevin Levin: Right. There's gotta be a catch. Look, you know I love money more than anything in the world.
Gwen Tennyson: WHAT did you say?
Kevin Levin: ALMOST anything in the world.

Argit: If you guys had busted into action when Knighty McKnighterson came in, we'd all be dead.
Kevin Levin: I think I still have one of your quills in my butt.
Gwen Tennyson: Oh, I'm surprised your money didn't protect you.
Kevin Levin: [to Ben] She ever gonna drop that?
Ben Tennyson: Nope. Never.

Gwen Tennyson: [about Andreas] He's scared. How do you stop him?
Argit: Stop him? I just let him go until he knocks down the building. Then I give him a burrito.
Gwen Tennyson: [sarcastically] Ugh. You are so helpful.

Argit: Oh, no. I lost everything! Do you know how much money I had in there?
Kevin Levin: [angrily] He trusted you! He loved you! And what did you do? You used him! You used his feelings for you and...
Kevin Levin: [somberly] ... now he's gone.
Argit: Sometimes I don't get you, Kevin. None of you.
Gwen Tennyson: No, you wouldn't.

"Ben 10: Alien Force: Vendetta (#3.18)" (2010)
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.

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.

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...

"Ben 10: The Galactic Enforcers (#2.6)" (2006)
Gwen Tennyson: That's a work of art, you know, not your personal butt rest. You're gonna get us kicked out of the museum.
Ben Tennyson: I don't have that kind of luck.

Gwen Tennyson: Hey, can I have a piece of that?
Ben Tennyson: Sorry. Chocolate's for superheroes only.
Gwen Tennyson: More like super jerks only.

Synaptak: [to Ben] So, is this true? The Omnitrix is in the possession of a child. We heard you were of somewhat limited mental capacity. No offense.
Gwen Tennyson: Don't worry. He gets that all the time.

Ben Tennyson: How cool is this? I'm in superhero heaven.
Gwen Tennyson: Close your mouth, super dweeb. You're drooling all over the place.

Gwen Tennyson: You can annoy ANYONE into action.
Ben Tennyson: It's a gift.

"Ben 10: Alien Force: War of the Worlds: Pt. 1 (#2.12)" (2009)
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...

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.

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.

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?

"Ben 10: Ultimate Alien: The Perfect Girlfriend (#3.6)" (2011)
Julie Yamamoto: Thanks. See you in three weeks. That's a long time, isn't it?
Ben Tennyson: I'll go up to the gate with you.
Gwen Tennyson: Security won't let you in without a ticket.
Ben Tennyson: Sure they will. What's the point of International Megastardom if I can't abuse it fora few more minutes with my girl.
[to Gwen]
Ben Tennyson: Back in an hour, okay?

Gwen Tennyson: Go after her.
Ben Tennyson: No. I'm going after Ssserpent.
Gwen Tennyson: Then go by yourself.
[to Julie]
Gwen Tennyson: Wait for me.

Julie Yamamoto: Why do I need a reason? Ben means more to me than some silly tennis matches. It's as simple as that.
Gwen Tennyson: But to give up something you've worked so hard for.
Julie Yamamoto: A girl's got to have her priorities.

Julie Yamamoto: Look, I love Ben. That's all there is to it.
Gwen Tennyson: Fine. But that doesn't mean you should make such a big sacrifice.
Julie Yamamoto: That's what you do when you love somebody.
Gwen Tennyson: No. You both make sacrifices for each other. What's Ben giving up?

Gwen Tennyson: I think this all has to do something with Julie and Ship. Uh, remember how he barked at her?
Kevin Levin: Maybe he has dynsentary. Wonder who you take him to for shots: a vet or a mechanic.

"Ben 10: Ultimate Alien: Ben 10,000 Returns (#2.10)" (2011)
Kevin Levin: [after Gwen takes down a ninja] Wow! You learned that in Karate School?
Gwen Tennyson: Saw it in an old movie.

Gwen Tennyson: Professor Paradox?
Paradox: Hello children.
Kevin Levin: Who's your friend?
Ben Tennyson: [Ben stares for a moment] Are you-?
Ben 10,000: That's right, Ben. I'm you - only even more awesome.

Paradox: You travelled into Cross Time.
Gwen Tennyson: Like a parallel world?
Paradox: Exactly.
Ben Tennyson: That's why the me in the future didn't remember it happening to him.
Ben 10,000, Kevin Levin: But you remember all of this.
Ben 10,000: Yeah, I do.
Kevin Levin: Okay, don't do that again.

Ben Tennyson: How do you do all that without transforming?
Ben 10,000: I haven't bothered to in years. Not since I discovered my best transformation.
Gwen Tennyson: ...Ultimate Ben?
Ben Tennyson: What powers come with that?
Ben 10,000: Pretty much all of them. You'll figure it out someday.

Paradox: There are rules, Kevin. I cannot interfer.
Gwen Tennyson: Excuse me. But aren't you already interfering?
Paradox: Touche... Actuall I've just come to give young Ben a warning. But that can wait.
Ben Tennyson: Until what?
Paradox: Until I see if you survive.

"Ben 10: Ultimate Alien: Video Games (#1.4)" (2010)
Kevin Levin: Look, Gwen, you have to treat a car like you treat a woman.
Gwen Tennyson: Go on.
Kevin Levin: No. I sense I've made a mistake of some kind.

Gwen Tennyson: [after making a sudden turn] Sorry.
Mr. Webb: No-no. That was good. You signaled before you dodged the... laser.

Oliver: Uh, Miss Tennyson, I need a ride back to the DMV.
Gwen Tennyson: I'll take you back as soon as I...
Oliver: Not from you! I just want to borrow your phone so I can call a cab.

Nanomech: Nanomech! Um... now what?
[Gwen hands Kevin a straw. Kevin groans]
Kevin Levin: Ben cooties.
Gwen Tennyson: Do it!

"Ben 10: Ultimate Alien: Deep (#1.13)" (2010)
Kevin Levin: [watching Goop being trampled by fans] That's just embarassing. Ya got a mop or something?
Gwen Tennyson: Or something.
[mystically grabs Goop's anti-gravity disk]
Gwen Tennyson: Heads up, Kevin. Goop can't move without his anti-gravity disk.

Kevin Levin: Don't panic. It's just a sea tremor. Pyke said they're normal on this planet, remember? This baby can handle anything.
Gwen Tennyson: Including *that*?
[a giant sea creature appears]
Kevin Levin: I said, "don't panic." We're safe as long as we stay inside the ship.
[a tentacle penetrates the cockpit. Kevin screams]
Kevin Levin: Yeah. Now's a good time to panic.

Gwen Tennyson: Ben! The whole planet's breaking apart. We've only got a few minutes.
Ultimate Big Chill: On my way. Anything I can do?
Kevin Levin: Not unless you have spare centripetal accelerator on you.
Ultimate Big Chill: [appearing] Explain what that means. No big words.
Gwen Tennyson: It's like an anti-gravity multiplier.

Gwen Tennyson: [after Goop disappears] Ben, no! Get him out!
Kevin Levin: He's... he's been atomized, spread throughout the entire ocean. I'm sorry, Gwen.
Pyke: It's working. The planet's atmosphere is stablizing.
Kevin Levin: Least he went down savin' the world.

"Ben 10: Ultimate Alien: Escape from Aggregor (#1.5)" (2010)
Dr. Animo: I, Dr. Animo, control the yeti's every move. And I, Dr. Animo...
Kevin Levin: Dude, stop saying your name. We know who you are.
Dr. Animo: I, Dr... duh... have activated my devolution bomb, which shall turn anyone in range of the blast into a yeti.
[evil laugh]
Four Arms: Huh? Seriously? That's your plan?
Gwen Tennyson: Kind of reminds you of the old days, doesn't it?
Kevin Levin: What? Stupid plans? Guess so.

Gwen Tennyson: Attention, Plumbers. Pick up in Sector 7 G.
Plumber: Roger that, Gwen Tennyson. We're already on our way, but why are you guys even out there? All the REAL alien action is going on back in your own hometown, right in downtown Bellwood.

Gwen Tennyson: Don't you think it's kind of weird how this creature hasn't actually harmed anyone?
Kevin Levin: Not weird, just lucky.
Gwen Tennyson: Really? Even though it easily could have? It just demolished buildings, cars, inanimate objects. No one's that lucky.
Big Chill: What? You think it's another baby alien?
Kevin Levin: I am never changing a giant diaper again!

Galapagos: I had no idea how to find you, oh great Ben Tennyson, so I thought if I went on a rampage, the famous hero of Earth would eventually show up to stop me - and here you are.
Gwen Tennyson: Happy?
Ultimate Big Chill: I have a phone number, you know.

"Ben 10: Alien Force: Birds of a Feather (#2.10)" (2009)
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.

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.

"Ben 10: The Visitor (#3.13)" (2007)
Ben Tennyson: How can Grandpa be lonely when we're around him all the time?
Gwen Tennyson: Even you can't be that clueless.

Gwen Tennyson: These dishes aren't gonna wash themselves, you know! Or will they?

Upchuck: Cool! Exploding loogies! I've got upchuck power!
Gwen Tennyson: Oh, great! Like you weren't disgusting enough already.

Gwen Tennyson: Well, you've managed to impress another alien.

"Ben 10: Ultimate Alien: The Creature from Beyond (#2.7)" (2011)
Gwen Tennyson: I felt a ripple in the manna. I thought we should check it out.
Ben Tennyson: I think I felt a ripple back in my room. You guys take the manna and I'll investigate my bed.
[Gwen glares at Ben]
Ben Tennyson: Fine.

Ben Tennyson: You're not driving us down?
Kevin Levin: Gravel will chip my paint.
Gwen Tennyson: We're setting the hero bar kind of low tonight.
Kevin Levin: Told you to take Ben's car.

Gwen Tennyson: I guess we better let the knights know where we are.
Kevin Levin: Seriously?
Ben Tennyson: Well, I did say I would.
Kevin Levin: Yeah, but you didn't say when.
Ben Tennyson: Good point. We'll call them *after* it's all over.
Gwen Tennyson: You two should be in politics.

Gwen Tennyson: I am done with waiting!
[Starts to enter the building]
King Cyrus: So are we.
[Gwen stops]
King Cyrus: Let them weaken the creature, then we can attack in force.
Gwen Tennyson: I'm going to help my friends!
King Cyrus: You'll have to go through us first.
Gwen Tennyson: I was *hoping* you'd say that.

"Ben 10: And Then There Were 10 (#1.1)" (2005)
Ben Tennyson: I'm ME again.
Gwen: Aw, too bad. I liked you better when you were a briquette.

Grandpa Max: Chow time.
[puts down a bowl of meal worms]
Ben Tennyson: Okay, I give up. What IS that?
Grandpa Max: Marinated meal worms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.
Gwen: And totally gross in others.
Grandpa Max: If these don't sound good, I've got some smoked sheep's tongue in the fridge.

Grandpa Max: Who wants to roast marshmallows?
[no response]
Grandpa Max: Okay, um... How about we tell scary stories?
Ben Tennyson: Scarier than having to spend the summer with your freak of a cousin?
Gwen: I'd like to, Grandpa, but I'm busy doing a web search on cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope.

Grandpa Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.
Ben Tennyson: Sorry, Grandpa, but at least I figured out how to make it work. All you do is press this button, then, when the ring pops up, just twist it until you see the guy you wanna be, slam it down, and - bammo! - you're one of ten super-cool alien dudes.
Gwen: What about STAYING a super-cool alien dude and not transforming back into plain old pizza face?
Ben Tennyson: I kinda haven't figured that part out yet.

"Ben 10: Alien Force: Ben 10 Returns, Part One (#1.1)" (2008)
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: [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 10: Alien Force: Save the Last Dance (#2.4)" (2008)
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!

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 10: Back with a Vengeance (#2.13)" (2006)
Grandpa Max: I stashed something away in here that should take care of both Vilgax AND Kevin.
Gwen Tennyson: The Null-Void Projector? I thought we left that back in the Plumber's Bunker at Mount Rushmore.
Grandpa Max: I decided it might come in handy again someday. Unfortunately, I was right.

Grandpa Max: I'm going in after Ben.
Gwen Tennyson: You can't.
Grandpa Max: I have to.
Gwen Tennyson: No, I mean, you're the only one who really knows how to work that thing. I'll go.
Grandpa Max: No. It's too dangerous.
Gwen Tennyson: It's our best chance of getting Ben out of there, Grandpa, and you know it.

[Gwen's about to enter the Null-Void]
Gwen Tennyson: [handed a gun from Grandpa Max] What's this for?
Grandpa Max: Anything that's not Ben.

Gwen Tennyson: What are you doing?
Heatblast: Science experiment. I'm trying to figure out which alien can hock the best loogie.

"Ben 10: Last Laugh (#1.9)" (2006)
Grandpa Max: Now, I haven't been to a circus since I was a boy. Sounds like fun. What do you guys think?
Gwen Tennyson: I love the circus!
Ben Tennyson: That's because you belong in one.

Gwen Tennyson: What is your malfunction?
Ben Tennyson: What do you mean?
Gwen Tennyson: Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?
Ben Tennyson: I'm not scared of anything.

Grandpa Max: [after Ben leaves the show to get popcorn] Is Ben all right?
Gwen Tennyson: You're asking me? I stopped trying to figure him out a long time ago.

Gwen Tennyson: [jumping up wearing a clown mask] Boo!
Ben Tennyson: Oh, hi, Gwen. Trying out some new makeup? That's a good look for you.
Gwen Tennyson: Aw, you're no fun anymore.

"Ben 10: Ultimate Alien: Double or Nothing (#3.5)" (2011)
Gwen Tennyson: According to their website, this show sells out everywhere it plays. People are driving all over to see you.
Ben Tennyson: So?
Kevin Levin: Kind of seems like a compliment.
Ben Tennyson: Compliment? Did you see that guy's hair?
Gwen Tennyson: Okay. Nice work on the priorities.

Fake Vilgax: You are trapped Ben Tennyson. You cannot save yourself.
Albedo: Well, in that case. I had better call for a little help - from the Gwen X!
Kevin Levin: Ten Gwens?
Gwen Tennyson: That... is so wrong!

Kevin Levin: Remember before we do anything, we find out all the facts.
Ben Tennyson: Since when did *you* become the voice of reason?
Kevin Levin: Since you two became theatre critics.
Gwen Tennyson: I am perfectly calm!
[Gwens eyes and hand glow]
Gwen Tennyson: ... *Now* I'm perfectly calm.

Gwen Tennyson: But now you're going to stop, right?
Albedo: WHAT? And give up show business?
Ben Tennyson: [Preparing to activate the Ultimatrix] Oh I am so going to clobber you!

"Ben 10: Ultimate Alien: Duped (#1.2)" (2010)
Ben Tennyson: What? What did I say?
Gwen Tennyson: It's what you DID, Ben. You were late, and when you finally showed up, you made a big entrance and completely blew her concentration.
Ben Tennyson: I can't help if I'm famous, right? I'm sorry. It won't happen again.

Kevin Levin: If we're doin' "important," maybe we could try figurin' out why those Forever Knights were tryin' to bust into that museum.
Gwen Tennyson: Forever Knights? Like THAT'S a big riddle. They're trying to steal some piece of alien technology so they can slay dragons or take over the world or whatever.
Kevin Levin: So now we just ignore them when they try and take over the world?
Gwen Tennyson: They're ALWAYS taking over the world, but this is Julie's first professional tournament. We should be supporting her. She should be the center of attention, especially from Ben. WHAT are you doing?
Ben Tennyson: I was thinking that while we were waiting around, I could go and catch "Sumo Slammers the Movie."
Kevin Levin: You're either the bravest man alive or the dumbest.

Ben Tennyson: It's their first live-action movie. Everybody knows live action is better than cartoons.
Gwen Tennyson: Benjamin Kirby Tennyson! Don't even think about it! You can't be in two places at once.

Gwen Tennyson: [angrily] Where have you been? Julie's match is about to start.
Ben Tennyson #3: I'm HERE. Why don't you put a sock in it?
Gwen Tennyson: Whoa. What's with all the attitude?
Ben Tennyson #3: I'm Ben Classic. Miss me?

"Ben 10: Ultimate Alien: Perplexahedron (#1.15)" (2010)
Azmuth: Your ineptitude...
Kevin Levin: Harsh.
Azmuth: What is "harsh" are the consequences of your repeated failures. Should Aggregor get the last piece, he will go to the Forge of Creation.
Gwen Tennyson: Which you still won't tell us anything about.
Azmuth: IT IS BEYOND YOUR COMPREHENSION! All you need to know is that, if Aggregor completes the map, it will be a disaster on a galactic scale.

Kevin Levin: Any landing you can walk away from, am I right?
[Ben vomits]
Gwen Tennyson: I think you should set the bar a little higher than that.

Kevin Levin: You ever get the feeling the exact same thing has happened to you before?
Gwen Tennyson: Deja vu.
Kevin Levin: Geshundheit.

Kevin Levin: We lost a battle, Ben. You hear me? Just a battle, but we're not gonna lose the war.
Gwen Tennyson: Aggregor has the map, but we're not gonna just stand around and let him use it, are we?
Ben Tennyson: No. You're right. We honor the Sentinel. We finish the mission. We stop Aggregor.

"Ben 10: Ultimate Alien: Ultimate Aggregor (#1.10)" (2010)
Kevin Levin: You don't have to tell me what it means to be a Plumber. This was my dad's badge. Now it's mine.
Gwen Tennyson: I'm sorry. I-I didn't mean...
[Kevin kisses Gwen]
Kevin Levin: It probably doesn't do any harm to keep an eye on me. I'm not entirely trustworthy.

Colonel Rozum: Since you kids helped us get our nuke back from that alien, the Air Force has assigned me to handle all of the wierd stuff.
Kevin Levin: Weird stuff?
Colonel Rozum: Aliens, monsters, UFOs. My new case has all three... and a time machine. Back in the 50s, the US Government made a failed attempt to build one.
Gwen Tennyson: In Los Soledad.
Colonel Rozum: That's classified information!
Kevin Levin: We know a lot of stuff we're not supposed to.

Kevin Levin: You can't do that! You KNOW what it'll do to you.
Aggregor: What, because I'm Osmosian, because absorbing energy causes insanity?
Kevin Levin: Yes! Stop before it's too late.
Aggregor: Lies - told by the powerful to control the weak.
Gwen Tennyson: Kevin, is that why you...?
Kevin Levin: It's NOT a lie! It happened to me when I was a kid. You won't be able to help yourself. You won't be...

Kevin Levin: How's it look?
Gwen Tennyson: Like the killer robot showroom floor.

"Ben 10: A Small Problem (#1.11)" (2006)
Gwen Tennyson: [looking at a cellphone picture of Grey Matter] He looks so sad. They can't torment Ben like that! Only *I* can torment Ben like that!
Grandpa Max: [looking at a cellphone's call history] If we can get a reverse trace on that number, we should be able to get an address.
Gwen Tennyson: Grandpa, there's a sneaky side to you I'm *totally* starting to appreciate.

Howell: Anyone see where that little alien went?
Ben Tennyson: Nope!
Gwen Tennyson: Not a clue.

Ben Tennyson: Feels good to be big again!
Gwen Tennyson: Heh! Big? Get real, shorty!
Ben Tennyson: Don't make me go Four Arms on you!
[the Omnitrix sparks]
Ben Tennyson: I didn't do anything!
Gwen Tennyson: We SO have to get that fixed!

Gwen Tennyson: We gotta towel off - or, in your case, napkin off.

"Ben 10: Ultimate Alien: Fused (#1.8)" (2010)
Ra'ad: I read your minds. If it came to it, you'd turn me in to save yourselves.
Ben Tennyson: You're wrong!
Gwen Tennyson: We wouldn't!
Kevin Levin: But I'd really feel bad about it.
Ra'ad: I rest my case.

Gwen Tennyson: [speaking of Ben, who is now AmpFibian] I can sense Ra'ad's essence inside of him. It's like they're sharing the same body.
AmpFibian: I call dibs!
Ra'ad: Joke while you can. I'm going to take control of you AND your Ultimatrix.
AmpFibian: He's trying to take over the Ultimatrix. Keep me from using it!
Kevin Levin: Let him try. I'm about to hack into the Ultimatrix and force a reboot.
Gwen Tennyson: 'Cause that worked out so well last time?

Gwen Tennyson: Kevin! Reboot the Ultimatrix and do it fast!
Kevin Levin: I'll try, but if it doesn't work...
Gwen Tennyson: It has to work, Kevin! I can sense Ben's spirit fading. If we don't get him back in his body fast, Ra'ad will take over and we'll lose Ben forever!

Gwen Tennyson: What do we do now?
Kevin Levin: Nothing to do. Aggregor has all five of the aliens. Game's over.
Ben Tennyson: It's not a game, and it's not over. I'm going to stop him. The Ultimatrix has scanned all five of the aliens, and I'm going to use their powers to save them!

"Ben 10: Ultimate Alien: Reflected Glory (#1.12)" (2010)
Kevin Levin: I was gonna.
Gwen Tennyson: You were fooling around.
Armodrillo: He was showing off.
Kevin Levin: Says the expert.

Gwen Tennyson: Wait. Is this about that blog of yours, the one where you say you're the brains behind Ben?
Ben Tennyson: A blog? Why didn't you tell me?
Gwen Tennyson: Because I didn't want you to go chasing after them the next time you turned into Rath.
Ben Tennyson: Rath would never... Okay, good point.

[Psyphon threatens to destroy Cash and JT]
Gwen Tennyson: We're not gonna let you do that.
Psyphon: This is none of your concern.
Kevin Levin: I'm kind of leaning towards what HE'S sayin'.
[Gwen grabs Kevin's ear]
Kevin Levin: Ow! And, now I'm leanin' toward you.

Gwen Tennyson: Kevin, get up! We're still in trouble!
Kevin Levin: Let me sleep. We're always in trouble.

"Ben 10: Ultimate Alien: Hero Time (#1.9)" (2010)
Ben Tennyson: How could you do this? You used to be a hero! I had your poster on my wall. Did you forget? This ISN'T about fame. It's about HELPING people!
Julie Yamamoto: You are talking about HIM, right?
Gwen Tennyson: Easy, Ben. It's all over.

Gwen Tennyson: Can you just pick a channel and stay on it?
Kevin Levin: There's nothing on anyway - except news about "Bennifer."
Gwen Tennyson: They are not calling them that.

Gwen Tennyson: Remember the kidnappers? Their guns were manufactured by one of Captain Nenesis's companies.
Ben Tennyson: Ah, he owns all kinds of stuff. Just a coincidence.
Kevin Levin: That doesn't explain why he's payin' for their lawyers.
Julie Yamamoto: [referring to a proposed competition] It's some kind of trap, Ben.
Ben Tennyson: You guys don't have to come if you don't want to. No skin off... me.

Jennifer Nocturne: I don't know how to thank you, Kevin. You saved my life. Have you ever considered...?
[Gwen taps Jennifer on the shoulder]
Gwen Tennyson: [darkly] I will peel you like a grape.

"Ben 10: Ultimate Alien: Prisoner #775 Is Missing (#2.12)" (2011)
Kevin Levin: The Plumbers really need to upgrade their rides. I mean look at this thing. No power. Lousy security system.
Gwen Tennyson: You want one, don't you?
Kevin Levin: Yeah.
Gwen Tennyson: Maybe for your birthday.

Kevin Levin: You know, Rath is the only alien that makes me want to get a box of popcorn, kick back and just watch.
Gwen Tennyson: Kevin, this is not time for - okay. Me too.

Gwen Tennyson: [after Ben transforms] WILDMUTT! Well, he can't talk. Somebody had to do it.

Ultimate Wildmutt: Ultimate Wildmutt!
Gwen Tennyson: I was gonna do that for you.
Ultimate Wildmutt: Tell you what, you can clean up what's left of him.

"Ben 10: Alien Force: Pet Project (#2.6)" (2008)
Julie Yamamoto: [as they're being attacked] Why is he shooting at us?
Gwen Tennyson: I don't know. Everybody always shoots at us.

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]
Kevin Levin: 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]
Gwen Tennyson: Don't YOU think that's sweet?
Kevin Levin: Took the words right out of my mouth.

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.

"Ben 10: Merry Christmas (#3.4)" (2006)
Ben Tennyson: Grandpa, can't you crank up the AC?
Max Tennyson: I'm afraid it's at maximum right now. We'll stop ay the next gas station.
Ben Tennyson, Gwen Tennyson: [in unison] We'll be grilled cheese by then!

Gwen Tennyson: Earth to XLR8, we don't have time for a snowball fight.
XLR8: I was thinking more like a snowball slaughterfest.

Gwen Tennyson: Oh, I so can't go elf. Pointy ears will never be in fashion.

Gwen Tennyson, Ben Tennyson: [in unison] Skedaddle!

"Ben 10: Ultimate Alien: Eye of the Beholder (#2.2)" (2011)
Ben Tennyson: I told you itw as the Forever Knights.
Gwen Tennyson: I don't see how these things fit into the whole King Arthur theme.
Ben Tennyson: Maybe they're supposed to be horses?
Gwen Tennyson: Anyway, I thought they broke up last year.
Kevin Levin: Don't think so.
Ben Tennyson: We'll ask them about it, *after* we kick their cans!

Kevin Levin: Besides we are all up to here with Ben. I mean if he says "I saved the whole entire universe" one more time, I'm gonna go psycho!
Gwen Tennyson: Again?
Kevin Levin: It's just an expression.
Gwen Tennyson: And yet I still feel the need to check.

Baz-El: Ero... when I can... I collect a few... souveinirs for profit. I call it my retirement plan. So shoot me.
Kevin Levin: Okay.
Gwen Tennyson: Kevin!
Kevin Levin: I might've been kidding.

Ben Tennyson: [to Julie] Hey, I know I'm jerk sometimes.
Gwen Tennyson, Kevin Levin: Sometimes?
Ben Tennyson: I got this! But you're the only person in my life, besides them
[Indicating Gwen and Kevin]
Ben Tennyson: who isn't impressed by all that other stuff. You know the real me. Faults and all. And... that's okay with you - kind of...
Julie: Kind of... Promise you'll do better?
Ben Tennyson: I promise I'll try.
Julie: And I'll try too.

"Ben 10: Tough Luck (#2.9)" (2006)
Gwen Tennyson: [looking forlornly at her mask] Lucky Girl, I wish you were more than just another Halloween costume.

Gwen Tennyson: [researching her new gemstone] It looks like it's one of the Charms of Bazell.
Ben Tennyson: But you destroyed all those in that cemetery fighting that Hex creep.
Gwen Tennyson: I thought I did, but this is the legendary lost Keystone. It's rumored to increase ten times the powers and the skills of the one who possess it.
Grandpa Max: Well, the legend seems to be fact, not fiction.

Hex: There are two kinds of luck, child. Let me show you the bad kind.
Gwen Tennyson: Guess what? I'm not just lucky anymore. I am totally kick butt.

Gwen Tennyson: You should know better than anyone that sometimes magic is about misdirection.

"Ben 10: Ultimate Alien: The Mother of All Vreedles (#3.9)" (2011)
Gwen Tennyson: Are you afraid of her?
Kevin Levin: Yeah. Who's dumb enough not to be?
[Kevin looks at Ben]
Kevin Levin: Oh man!

Gwen Tennyson: You're supposed to be Plumbers now. I thought you two were better than this.
Octagon Vreedle: Begging your pardon, but we ain't never been better than anything

Octagon Vreedle: Come out, miss. Before your friend get disincorporated. Family first they say.
Gwen Tennyson: We're family too. We're all Plumbes.
Rhomboid Vreedle: Ain't that nice.
Octagon Vreedle: On the contrary Rhomboid, we now got us a dilemma. Between what you call familial duty and fraternal type.
Gwen Tennyson: That's it. Who's your real family? An Intergalactic Order of Peacekeepers or a bunch of pretty boys.

Rhomboid Vreedle: Ma tried to blow us up.
Octagon Vreedle: Which seems somewhat uncalled for.
Gwen Tennyson: What are you going to do about it?
Kevin Levin: Yeah. What are you a man or a Vreedle?

"Ben 10: Alien Force: The Final Battle: Part 2 (#3.20)" (2010)
[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!

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.

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

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.

"Ben 10: Side Effects (#1.12)" (2006)
Gwen Tennyson: [rifling through a box] Cold tablets, decongestant, cough-suppressant, hospital mask.
Ben Tennyson: Eh, I don't need all that junk.
Gwen Tennyson: They're not for you, dweeb. They're for me. Once a bug like that gets out, there's no stopping it.

Gwen Tennyson: Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option.
Ben Tennyson: And I know just the chef.

[red lights flash and an alarm goes off]
Ben Tennyson: What's happening? I-is that bad?
Gwen Tennyson: No. I'm sure anytime an alarm goes off inside a nuclear plant it's good news.

Gwen Tennyson: I don't get it. Since when are YOU an automatic ice cube maker?
Ben Tennyson: Eh-heh. I guess for some aliens getting a cold isn't just an expression.

"Ben 10: Alien Force: Unearthed (#2.11)" (2009)
Humungousaur: Don't move! It'll squoosh her.
Gwen Tennyson: I don't want to be squooshed!

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.

"Ben 10: Alien Force: Simple (#3.5)" (2009)
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.

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.

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 10: They Lurk Below (#2.10)" (2006)
Ben Tennyson: Time for Ripjaws to take a dive.
[Activates Omnitrix, and its flash of green light attracts Edwin's attention]
Edwin Smith: [alarmed] What was that?
Gwen Tennyson: [innocently] What was what?
Grey Matter: [having become Grey Matter instead of Ripjaws] Oh, man. For once I was better off as ME.

Edwin Smith: He, what happened to your cousin?
Gwen Tennyson: He, um, must've gone to the bathroom.
Edwin Smith: Okay. Wait. There's no bathroom on this thing!
Gwen Tennyson: Just drive!

Edwin Smith: Don't worry. We gotcha - Ben.
Gwen Tennyson: That's... not... Ben.
Edwin Smith: Yeah, right. Good aliens just showin' up to help us while your cousin always HAPPENS to be gone? How dumb do I look?

"Ben 10: Alien Force: If All Else Fails (#3.8)" (2009)
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?

Grandpa Max: So Devlin Levin laid down some cover fire while I difused the bomb.
[Grandpa sighs]
Grandpa Max: Have I told you this story before?
Gwen Tennyson: Grandpa!
Kevin Levin: That's what's up!

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.

"Ben 10: Alien Force: Be-Knighted (#1.11)" (2008)
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]

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?

[the dragon roars]
Gwen Tennyson: His translator box must be broken again.
Kevin Levin: Sorry, Gwen. Sometime a roar is a roar.

"Ben 10: Alien Force: What Are Little Girls Made Of (#1.8)" (2008)
Gwen Tennyson: I have to find a bathroom.
Kevin Levin: Lots of trees around.
Ben Tennyson: Real debonair, Kevin.

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.

Kevin Levin: Gwen, stay back!
Gwen Tennyson: Hit the road, Kevin.
Kevin Levin: Huh?

"Ben 10: Alien Force: Undercover (#2.5)" (2008)
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?

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.

"Ben 10: Be Afraid of the Dark (#3.12)" (2007)
Grandpa Max Tennyson: [as Gwen and Grampa climb the edge of a satellite looking for a way to get in] There should be a manual access panel around here somewhere.
Gwen: You know, for a guy who never went up into space, you seem to know an awful lot about it.
Grandpa Max Tennyson: I never said I didn't go into space. I said I never went into space with NASA.

Gwen: Doesn't "occupied" mean anything to you?

Ben Tennyson: What are you doing?
Gwen: Saving your life. Don't ask me why.

"Ben 10: Super Alien Hero Buddy Adventures (#3.7)" (2007)
Gwen Tennyson: Ben, is it just me or are those super lame-o versions of your alien heroes?
Ben Tennyson: Someone's payin' for this BIG time.

Gwen Tennyson: Face it, Ben. Your hero's the villain.

Gwen Tennyson: All's well that ends weird.

"Ben 10: Alien Force: Everybody Talks About the Weather (#1.3)" (2008)
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.

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.

"Ben 10: Alien Force: Trade Off (#3.11)" (2009)
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!

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?

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.

"Ben 10: Game Over (#3.6)" (2007)
Ben Tennyson: Whoa. How'd you learn how to do that?
Gwen Tennyson: I read the instructions.
Ben Tennyson: This game came with instructions?

Gwen Tennyson: I mean, just hit resume and don't touch anything else. And leave the rest to the game pros... and Ben.
Cannonbolt: Oh, hilarious.

Gwen Tennyson: Ben, we'll handle Kenko. Just find that Upgrade icon.
Ben Tennyson: No way! I want to prove to Ishyama that I'm a hero, too.
Gwen Tennyson: You WILL, but you have to start THINKING like a hero again instead of trying to impress a computer program.

"Ben 10: Alien Force: Pier Pressure (#1.7)" (2008)
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]

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

Gwen Tennyson: Give him a break, Kevin.
Kevin Levin: Gosh, pumpkin, whadda you mean?

"Ben 10: Alien Force: Paradox (#1.10)" (2008)
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.

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.

"Ben 10: Alien Force: The Final Battle: Part 1 (#3.19)" (2010)
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: Hey, my overconfidence is one of my most appealing qualities.
Gwen Tennyson: No. It really isn't.

"Ben 10: Ultimate Alien: The Purge (#3.1)" (2011)
Gwen Tennyson: I am so *not* in the mood for one of your con jobs.
Argit: Gwen, I'm insulted. No-no. I'm wounded. Wounded by your baseless accusations. Remember all the good we've done together?
Gwen Tennyson, Ben Tennyson: No!
Kevin Levin: Yes.

Ben Tennyson: At least we're working as a team.
Gwen Tennyson: Friends do *not* use friends as ammunition.

Ben Tennyson: [Walking through the market] Wow! Did it always smell this this? How could I not notice?
Gwen Tennyson: Last time you were here, you were 12 - before you discovered personal hygiene.

"Ben 10: Alien Force: Max Out (#1.6)" (2008)
[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.

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.

"Ben 10: Perfect Day (#4.1)" (2007)
Ben Tennyson: Uh, would someone mind explaining where "here" is?
Gwen Tennyson: The scariest place of all - inside your head!

Ben Tennyson: All I need to do is wake up right? So hit me!
[Gwen hits him]
Ben Tennyson: Ow! Didn't work!
Gwen Tennyson: Yeah, grandpa said that it wouldn't, but you asked for it!

Ben Tennyson: [zipping through an on-screen test] It's multiple choice. Just choose C for every answer and you'll pass.
Gwen Tennyson: That won't work.
Ben Tennyson: How do you think I got through the third grade?

"Ben 10: Ultimate Alien: The Transmogrification of Eunice (#2.1)" (2011)
Gwen Tennyson: [Kevin and Ben are racing] You guys act like a couple of 10 year-olds.
Kevin Levin: 10 year-olds can't drive.
Ben Tennyson: [Over the communicator] Neither can you, *grandma*!

Gwen Tennyson: [about Eunice] I don't sense and injuries.
Kevin Levin: Yeah, she looks pretty healthy to me too.
[Gwen elbows Kevin]
Kevin Levin: Ow! What?

Ben Tennyson: Julie broke up with me.
Gwen Tennyson: No. She said you might as well be broken up.
Kevin Levin: Same difference.
Ben Tennyson: Two to one majority. Don't wait up.

"Ben 10: Dr. Animo and the Mutant Ray (#2.12)" (2006)
Ben Tennyson: [tinkering with the Omnitrix] Who knows how many other alien hero dudes are inside this thing. I just have to figure out how it works.
Gwen Tennyson: You shouldn't mess around with that thing, Ben. You're just asking for trouble.
Ben Tennyson: Just chill out. I know what I'm doing.
Gwen Tennyson: That'd be a first.

Grandpa Max: You know, I think you kids are gonna enjoy this. It is a rare event.
Gwen Tennyson: You mean like Ben changing his underwear?

Gwen Tennyson: So, Ben, why did you turn into some freaky alien combo-platter?

"Ben 10: The Unnaturals (#3.9)" (2007)
Ben Tennyson: If I just went hero, I'd win every one of those stupid games.
Gwen Tennyson: Sure. Use the most powerful device in the universe to cheat at whac-a-mole. Real nice.

Ben Tennyson: So, how'd you two jer... uh, GUYS make the team, anyway?
Cash: Talent. 100% pure talent.
JT: Oh, and four guys got chicken pox.
JT: [as Cash elbows him] Oh!
Ben Tennyson: Aw, man! That means I would have made the team, too.
Gwen Tennyson: [scoffs] Yeah - by default.

Gwen Tennyson: When you cross-reference the Squire's roster with the Baseball Hall-of-Fame database, the Squires have the same names as a bunch of old-time players. And there's no proof these kids even exist - no report cards, medical records, nothing.

"Ben 10: Hunted (#1.5)" (2006)
Kraab: Hand over the Omnitrix and I promise you won't suffer... much.
Ghostfreak: [defiantly] Dream on, Claw Boy.
[to Gwen]
Ghostfreak: What's he talking about?
Gwen Tennyson: Duh. Why else would some alien track you down? It wants the watch, Einstein.
Ghostfreak: You don't have to get snotty about it, Miss Know-It-All.

Gwen Tennyson: How come YOU get all the cool alien stuff?
Ben Tennyson: Fits my style.
Gwen Tennyson: Right.

Ben Tennyson: [receiving the hoverboard as a gift] Oh, man! Are you serious? Hold on. You said you needed this to get off the planet.
Hoverboard: Selective disinformation.
Ben Tennyson: [to Gwen] Huh?
Gwen Tennyson: [translating] He lied.

"Ben 10: Ultimate Weapon (#2.8)" (2006)
Ben Tennyson: What's up with Grandpa? He's so, uh... intense.
Gwen Tennyson: Cut him some slack, will ya? He's trying to save the world.

Gwen Tennyson: I am SO going to band camp next summer.

Four Arms: Why does that thing look familiar?
Grandpa Max: It must be Apuk, the Mayan god of death and the underworld. He's the guardian of the sword of Echtua.
Gwen Tennyson: Why can't these places ever be protected by, like, the guardian of cheerfulness? Is that too much to ask?

"Ben 10: The Return (#3.11)" (2007)
Max Tennyson: Ben, this time we need to figure out our plan BEFORE you go charging off.
Gwen Tennyson: Grandpa's right.
Ben Tennyson: Okay, here's the plan: you guys sit back and enjoy the hero show.
Max Tennyson: Ben. Gwen and I can help.
Ben Tennyson: Heh-haa, that's funny, Grandpa.

Gwen Tennyson: Oh, goody. Another game of follow-the-loser.

"Ben 10: Kevin 11 (#1.7)" (2006)
Grandpa Max: So, no more Sumo Slammer stuff for two weeks. No comics, no trading cards, no...
Ben Tennyson: [interrupting him] -Fair!
Grandpa Max: Neither is getting booted from a four star hotel I already paid for!
Ben Tennyson: Fine, take it out of my allowance.
Gwen Tennyson: You don't get an allowance.
Ben Tennyson, Grandpa Max: Stay out of this!

Gwen Tennyson: Where do you think you're going?
Ben Tennyson: Where does it look like? Out.
Gwen Tennyson: Get back here!
Ben Tennyson: Sorry, I don't speak dweeb.
Gwen Tennyson: You're going to be so grounded!

"Ben 10: Ultimate Alien: The Flame Keeper's Circle (#3.4)" (2011)
Kevin Levin: The ship got jacked on a routine run through this quadrant. What do you say we skip dessert and do a little follow up?
Ben Tennyson: You guys can handle it without me, right?
Gwen Tennyson: Have some apologizing to do?
Ben Tennyson: Only *if* I'm wrong.

Vilgax: Enough. Destroy the boy. Destroy Ben Tennyson!
Ben Tennyson: Just so you know - I'm starting to take this personally.
[Activates the Ultimatrix]
Echo Echo: Echo Echo!
[Echo Echo attacks]
Julie Yamamoto: I hate it when he does that!
Gwen Tennyson: What?

"Ben 10: Alien Force: Good Copy, Bad Copy (#2.3)" (2008)
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.

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.

"Ben 10: Alien Force: Kevin's Big Score (#1.4)" (2008)
Gwen Tennyson: Do I have to separate you two?

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...

"Ben 10: Goodbye and Good Riddance (#4.10)" (2008)
Ben Tennyson: Well, there is one good thing about my school.
Gwen Tennyson: What?
Ben Tennyson: You don't go there.

Sandra Tennyson: Now, I know you and Ben have had your differences, but I hope his personality grew on you this summer.
Gwen Tennyson: I suppose one... or two of them weren't so disgusting.

"Ben 10: Alien Force: Inside Man (#2.9)" (2008)
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: 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!

"Ben 10: Alien Force: Ben 10 Returns, Part Two (#1.2)" (2008)
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.

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.
Gwen Tennyson: Anybody know how to make a pie?

"Ben 10: Big Fat Alien Wedding (#4.4)" (2007)
Gwen Tennyson: You trust me to help kick alien butt. Why won't you trust me to teach you how to dance?
Ben Tennyson: 'Cause you're probably just gonna trick me into looking like some dancing doofus.
Gwen Tennyson: You don't need MY help to dance like a doofus, so get over yourself, and give me your hands.

Gwen Tennyson: Better loosen that bow tie, Grandpa. Ben's brain needs all the oxygen it can get.

"Ben 10: Ben 10 vs. Negative 10 Pt. 1 (#4.8)" (2007)
Gwen: Charmcaster? Is there anybody who *doesn't* hate us involved in this thing?

Gwen: Where are my manners? Hi, Cooper. I'm Gwen. I'd LOVE to go to the premiere with you.
Ben Tennyson: Back off, cootie queen. *I* got dibs on that extra ticket.

"Ben 10: Ken 10 (#4.7)" (2007)
Devlin: You gonna put me in the Null Void, aren't you?
[Ken gasps and runs in front of Devlin]
Ben 10,000: We could...
Grandpa Max Tennyson: Or... you could stay here with us and be part of our family.
Ben 10,000: That is, if that works for YOU guys.
Devlin, Ken Tennyson: Totally! Sweet!
[punch each other, knuckles to knuckles]

Gwendolyn Tennyson: Every parent has trouble letting their kids grow up, but *you're* living proof kids have to make their *own* mistakes. Give Kenny a chance. He'll earn your trust.

"Ben 10: Alien Force: Grounded (#2.7)" (2008)
[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.

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."

"Ben 10: Alien Force: X = Ben + 2 (#1.13)" (2008)
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.

[Pluto explodes]
Gwen Tennyson: He blew it up.
Kevin Levin: Look at the bright side. This should smooth out Neptune's orbit.

"Ben 10: The Alliance (#1.8)" (2006)
Gwen Tennyson: I'd worry more about how some girl kicked Four Arm's butt.
Ben Tennyson: Hey, heroes don't hit girls.
Gwen Tennyson: Good to know.
[She punches him]
Ben Tennyson: Ugh!
[He punches her back]
Gwen Tennyson: Ow! I thought you said...
Ben Tennyson: [darkly] I'm not in hero mode.

Gwen Tennyson: Ben, you can't run away from us!
Ben Tennyson: Don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours.
Gwen Tennyson: Yeah, but you're MY weird cousin.

"Ben 10: Alien Force: The Gauntlet (#1.9)" (2008)
Gwen Tennyson: Kevin, don't do anything stupid!
[Kevin runs off]
Gwen Tennyson: Waste of breath.

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...

"Ben 10: Alien Force: Plumbers' Helpers (#1.12)" (2008)
Kevin Levin: [after Swampfire emerges from the Null Void] I taught him that.
Gwen Tennyson: No, you didn't.

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.

"Ben 10: Ultimate Alien: ...Nor Iron Bars a Cage (#1.17)" (2010)
Gwen Tennyson: Kevin's been missing for over a week.
Ben Tennyson: Not missing. He left us. His choice.
Gwen Tennyson: No, Ben, it's not his fault. He touched the Ultimatrix to save us. It's not his fault the power affected his mind.
Ben Tennyson: Maybe not, but fair or not, he has to pay the price.

Gwen Tennyson: Most of the prisoners are escaping. Shouldn't we do something?
Ben Tennyson: They're out of prison, but they're stuck in the Null Void. That's probably punishment enough. Gwen, you see what Kevin's capable of now.
Gwen Tennyson: That's why we have to help him.
Ben Tennyson: I think we're past that. I think... we have to put him down.
Gwen Tennyson: What's THAT supposed to mean?

"Ben 10: Grudge Match (#2.5)" (2006)
Ben Tennyson: Are you okay?
Gwen Tennyson: I'll live, but what happened to Kevin?
Ben Tennyson: He found somebody new to play with.

"Ben 10: Alien Force: All That Glitters (#1.5)" (2008)
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."

Ben 10: Race Against Time (2007) (TV)
Ben Tennyson: BOO!
Gwen: Ahh!
Ben Tennyson: Ha! You totally screamed like a girl.
Gwen: That's cause I am a girl.
[pushes Ben over]
Ben Tennyson: Ahh!
Gwen: You just totally screamed like a boy.

"Ben 10: Alien Force: Alone Together (#2.2)" (2008)
Gwen Tennyson: Where's the HighBreed? Did he get away?
Ben Tennyson: [sadly] I doubt it.

"Ben 10: Alien Force: Voided (#2.8)" (2008)
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 10: Ben 10 vs. Negative 10 Pt. 2 (#4.9)" (2007)
Cooper: Sometimes, if I concentrate real hard, I-I can sort of see inside machines and junk like that. It's kind of like a wi-fi in my head.
Gwen Tennyson: That is so cool.
Cooper: Not really. It gives me a major headache.

"Ben 10: Ultimate Alien: Moonstruck (#2.11)" (2011)
Gwen Tennyson: Why do you have a woman's bracelet?
Max Tennyson: It's not exactly jewelry, Gwen. It belonged to your grandmother. Long story.
[the team sits down. Max sighs]
Max Tennyson: I was about Kevin's age. A rookie with the Tactical Air Command.

"Ben 10: Midnight Madness (#3.2)" (2006)
Max Tennyson: Uh, why is Ben acting like a chicken?
Gwen Tennyson: It's my early Christmas present.

"Ben 10: Camp Fear (#2.7)" (2006)
Grandpa Max: Here, Ben. Try this on your foot. It gets rid of all kinds of fungus.
Ben Tennyson: [reading] "Athlete's foot powder?" Well, I AM an athlete.
Gwen Tennyson: More like an athletic supporter, if you ask me.

"Ben 10: Alien Force: Vreedle, Vreedle (#3.6)" (2009)
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.