Grandpa Max
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Quotes for
Grandpa Max (Character)
from "Ben 10" (2005)

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"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.

Grandpa Max: Ben, now is *not* the time to go alien. Do you understand?
Upgrade: I was just fooling around.
Grandpa Max: We can't afford to attract attention right now.
Upgrade: What kind of attention could I attract in here?
[Omnitrix times out]
Grandpa Max: Never mind, Ben.
[Ben and Gwen exchange curious looks]

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.

"Ben 10: Truth (#2.1)" (2006)
Grandpa Max: And then, kablamo, no more Vilgax. Or so I thought, until today.
Ben Tennyson: Whoa, you were a hero?
Grandpa Max: I was just a guy doing a job.

Grandpa Max: We called ourselves The Plumbers. Officially we didn't exist. We were the guys who fixed the problems no one else could: extraterrestrial, extrasensory, extraordinary.

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.

Phil: You know, once a plumber always a plumber. Ever think about getting back in the game, Max? You know, relive the glory days.
Grandpa Max: No, thanks. I'm retired. And so are The Plumbers.
Phil: Yeah, thanks to you. Once you took Vilgax out of the picture, the work just seemed to dry up.

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.

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: 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.

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.

Grandpa Max: [running out of breath from chasing after Ben] Who said retirement... was relaxing?

Lt. Steel: And I don't suppose you three know anything about this alien?
Grandpa Max: No. I-if we did, we'd tell you.
Lt. Steel: Yeah, of course you would.
[Tennysons leave]
Lt. Steel: [to his men] Keep an eye on them. They know more than they're saying.

Grandpa Max: [chasing after Ben and Kevin in the Rustbucket] You know, times like this, my stock car driving experience really comes in handy!

Lt. Steel: Now, why is it you three are always around when aliens show up?
Grandpa Max: Really? Is that a fact? Hm. We hadn't noticed.
Lt. Steel: Yeah. Guess it's just a coincidence. Maybe we'll cross paths again sometime. Drive carefully. Lots of weird stuff out there.
Ben Tennyson: Yeah, you're telling us.

Grandpa Max: Want us to pick up anything for you at the bookstore?
Ben Tennyson: I'm on summer vacation. Why would I read ANYTHING?

"Ben 10: Gwen 10 (#2.4)" (2006)
Grandpa Max: Ben! Get back inside!
Ben Tennyson: Are you kidding me? These guys are a piece of cake, and Four Arms likes icing.

Ben Tennyson: [alarmed] Grandpa, where's the watch?
Grandpa Max: What watch?

Grandpa Max: Ben, I got you from Madison Elementary School today, just two hours ago.
Ben Tennyson: No way! Two weeks ago we were on Mount Rushmore kicking Vilgax's butt.
[Startled, Grandpa Max nearly loses control of the RV]
Ben Tennyson: Whoa, Grandpa, are you okay?
Grandpa Max: Yeah. Yeah, uh, just dodged a skunk on the road.

Grandpa Max: You're outmatched. Let your cousin fight those things, whatever she is.
Ben Tennyson: But I'm the hero!
Grandpa Max: No, you're in danger!

Grandpa Max: Whoa. She's good.
Ben Tennyson: So was I.

Camper: What is that thing?
Grandpa Max: That's no thing. That's my granddaughter.

Grandpa Max: [getting to be a superhero himself] Huh. I could get used to this.

Ben 10: Alien Swarm (2009) (TV)
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.

Kevin E. Levin: Whoever you are. You picked the wrong place to break into. You're gonna be one fried, roasted and baked
[Elena stands up]
Kevin E. Levin: babe?
Ben Tennyson: It's okay, Max. You probably don't recognize her she's...
Grandpa Max: It's not okay. She's a Valadus.

Grandpa Max: Ben stay away from her. The Valadus family is blacklisted. There can be no interaction between them and the plumbers.
Ben Tennyson: That's the way you see it. The way I see it. A friend is in trouble. And she's the best link we had to those chips and the freak who's controlling them. A whole lot more people could end up in trouble besides Elena and her father.

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.

Grandpa Max: [Angrily] You've got a lot of gall. Disobeying orders. Defying my authority!
Ben Tennyson: Grandpa. I - I...
Grandpa Max: You know what that kind of behavior gets you?
[Max hugs Ben]

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.

Grandpa Max: Sounds like Old Faithful's ready to blow, and I don't know what the tick's poison could do to it when it does.
Stinkfly: One detour coming up.

Grandpa Max: [after Ben causes two aliens to crash into Old Faithful] Never seen an intergalactic fender bender like that before.

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!

"Ben 10: Lucky Girl (#1.10)" (2006)
Grandpa Max: [as everyone's floating up to the ceiling] Something tells me this *isn't* on the tour.

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

Grandpa Max: You know, in all my travels, I never actually saw a crawfish climb in someone's nostril until today.
Ben Tennyson: [fake chuckle] Glad I could make your day, Grandpa.

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!

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.

"Ben 10: Ultimate Weapon (#2.8)" (2006)
Grandpa Max: Echtua was the Mayan god of war. His sword was rumored to have leveled cities with just one swipe.
Ben Tennyson: Ha! Sounds like just the kind o' thing the world's most powerful ten-year-old boy should have.
Grandpa Max: This is no toy, Benjamin. Whoever controls the sword controls the destiny of Mankind, and I will not let it fall into the wrong hands.

Enoch: I thought you'd retired from the plumbing business, Mr. Tennyson. Or may I call you Max?
Grey Matter: It's Enoch and those Forever Knight guys who tried to slice and dice me.
Enoch: How nice of you to remember. And, of course, how can I forget the family who left the Forever Knight without a castle.
Grandpa Max: Whatever happened you brought upon yourselves.
Enoch: Aren't we the feisty sewer rat? I'd love to chat about old times but I'm late for holding the world at my mercy.

Grandpa Max: Ben, can't you go any faster?
Stinkfly: Ohh... I'm sorry, Grandpa. I'm not used to flying with passengers.

[Grandpa Max grabs Ben, who's holding the Mask of Apuk, just in time to prevent Ben from falling to his death]
Grandpa Max: Whoa, that was close. Almost lost the mask.

Grandpa Max: You two have to keep your eyes on the prize and remember what's important here.
Four Arms: We DO remember. Do you?

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: And Then There Were 10 (#1.1)" (2005)
Jamie: Thanks a lot.
Ben Tennyson: I was just trying to help.
Jamie: Next time you wanna play hero, make sure you can back it up.
Grandpa Max: [drives up] Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.
Ben Tennyson: Uh, Grandpa, a little help here?

Grandpa Max: Looks like the start of a forest fire. We better let the ranger station know. Probably some darn fool camper out there messing around with something he shouldn't. BEN!

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: Voided (#2.8)" (2008)
Pierce: [allowing Ben into the Wrench's home] Uh, don't eat anything he offers you.
Ben Tennyson: Uh, Mr. Wrench, I don't mean to get in the middle of your war, but this whole dimension is destabilizing and...
Grandpa Max: Why don't you tell me about it over a bowl of my famous centipede gumbo?
[Ben gasps]

Grandpa Max: But enough about me. What are you doing here? How did you get here? And how on Earth did *Pierce* beat *you*?
Ben Tennyson: I kind of let him win.
Pierce: WHAT?
Ben Tennyson: I figured it was the only way you would lead me to the Wrench... uh, Grandpa.

Ben Tennyson: This furnace, it doesn't just power the drill. It powers him. That's why he's so much stronger here at his fortress. And that's why it has to go.
[steps off the ledge]
Grandpa Max: NO!

Grandpa Max: The Earth needs you to protect it, Ben.
Ben Tennyson: Then help *me*. I need you.
Grandpa Max: Not any more, Ben. You proved that today.
Ben Tennyson: I can't lose you again.
Grandpa Max: Never happen. We'll find a way back when our work is done here. And, besides, I'm always with you.
[they hug]

Ben Tennyson: Nice work.
Grandpa Max: I DID have a big breakfast.

"Ben 10: Goodbye and Good Riddance (#4.10)" (2008)
Grandpa Max Tennyson: [handing Carl a weapon] Son, I know I've got some explaining to do, but right now actions speak louder than words, and I've got three of them - aim and fire!

Vilgax: So much suffering. Are you prepared for more, Tennyson?
Grandpa Max Tennyson, Ben Tennyson, Carl: You talking to *me*, ugly?

Wildvine: [after defeating the bad guys] Grandpa, what can we do next?
Grandpa Max Tennyson: Get you to school, Ben. Summer's over.

Grandpa Max Tennyson: Keeping a secret is never easy. Trust me.

"Ben 10: Back with a Vengeance (#2.13)" (2006)
Grandpa Max: Just because you CAN be an alien all the time doesn't mean you SHOULD be an alien all the time. Now, we still don't know if there are any hidden consequences.
Stinkfly: Well, okay, Grandpa. I'll take it easy...
XLR8: ...for a millisecond. Times up!

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.

"Ben 10: A Change of Face (#3.3)" (2006)
Grandpa Max: W-w-wait... wait a minute.
Grandpa Max: [pointing to Gwen] Now, if you're Ben...
Grandpa Max: [pointing to Ben] ... and you're Gwen... then I'm... uh, really confused.

Grandpa Max: [after Cannonbolt saves Grandpa Max] All right! Nice job, Gwen!
Ben Tennyson: [Omnitrix times out and changes to Ben] Grandpa, it's *me*. Ben!
Grandpa Max: Okay, that's it. I give up.

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

Grandpa Max: You won't get away with this.
Charmcaster: Said the old man hanging from the yardarm.

"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.

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.

Ben Tennyson: Grandpa, are you okay?
Grandpa Max: [slight chuckle] I just... feel kind of glum. That's all.
[chuckles again]
Ben Tennyson: Then why are you smiling? Wait a minute! Where's Gwen?

Grandpa Max: Ben, I think that Zombozo robs people of more than just their possessions. I think he steals people's happiness until there's nothing left.
Ben Tennyson: And he's got Gwen!

"Ben 10: Ben 10 vs. Negative 10 Pt. 1 (#4.8)" (2007)
Grandpa Max: The Circus Freaks couldn't figure out how to steal water from an aquarium. Whoever masterminded all of *this* has knowledge of top secret Plumber intel.

Ben Tennyson: Whoa, what IS this place?
Grandpa Max: A blast from the past. It's an old Plumbers base.
Ben Tennyson: Like the one at Mount Rushmore?
Grandpa Max: Not exactly. At the height of the Plumbers, some of these satellite complexes were established around the country in hidden locations, like this one. Once we brought down Vilgax the first time, these annexes weren't needed anymore, so we eventually shut 'em all down.

Grandpa Max: Let's put the spurs to her and see if she's got some extra giddy-up.

Grandpa Max: Ben, I hate to bother you but we could really use a brake here!

"Ben 10: Alien Force: Max Out (#1.6)" (2008)
Grandpa Max: I'm so proud of you - all of you. You too, Kevin. I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped.

Grandpa Max: Stop them, Ben. These xenocites must be destroyed. Go!
[Ben and everyone else leaves. Ben stops at the door and turns around]
Ben Tennyson: What are YOU gonna do?
Grandpa Max: What I have to.

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

HighBreed: Max Tennyson. You have been active in your retirement.
Grandpa Max: Ah, this is really just a hobby now. Man my age has to stay active.

"Ben 10: Ultimate Alien: Prisoner #775 Is Missing (#2.12)" (2011)
Max Tennyson: Well, it's local business. The first step should be for the Air Force to send in their own investigators.
Cooper: They did. But whatever they learned, we'll never find out from them, Magister Tennyson. Nobody knows techology like I do, and I've never seen *anything* like it.
Max Tennyson: All right, Cooper, I'll be right there.
[Gwen clears her throat]
Max Tennyson: *We'll* be right there.

Max Tennyson: Perhaps you could enlighten us, Colonel.
Colonel Rozum: Sorry Max. It's above your paygrade.
Ben Tennyson: Then my grandfather gets a raise right now or we walk!
Colonel Rozum: You're gonna let him talk to me like that, Max?
Max Tennyson: I'll let him know when he says something I disagree with... Okay, then.
[Everyone turns to leave]

Colonel Rozum: You haven't said much.
Max Tennyson: I'm trying not to throttle you. This holding facility of yours is nothing but a prison. Earth is a level 2 world. And a privisonary signatory of the Kelly-Casey Accords. You have no rights...
Colonel Rozum: Rights? Don't talk to me about rights with all the alien terrorists you fought. You know the dangers they present. You should be thanking me.

Max Tennyson: You still don't get it, Colonel. Earth's in violation of Interstellar law. You don't seem to realize the enormity of what you've done.
Colonel Rozum: I realize it fine, Max. And under the same circumstances, I'd do the *exact* same thing. When it comes to choosing between a few hundred aliens and my country, it's a no-brainer.

"Ben 10: Alien Force: Vendetta (#3.18)" (2010)
Ragnarok: How noble - willing to sacrifice yourself for your principles - but will you be quite so cavalier with the life of your partner?
Devin Levin: No!
Grandpa Max: Don't worry about me, Devin. If the choice is me or the solar system, it's no choice at all.
Ragnarok: Last chance - my key or your friend. Which will it be?
Devin Levin: You'll get *nothing* from me!
Ragnarok: Your friend it is, then.

Devin Levin: I'll always be with you, Max. You tell my wife and son I love them.
[Devin dies]
Grandpa Max: I will, old friend. You have my word. I promise they'll be proud.

Ben Tennyson: But what does Kevin want with him?
Grandpa Max: My partner's name was Devin Levin. Ragnarok is the monster who murdered Kevin's father.

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

"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?

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: 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.

Max Tennyson: NASA's like your Aunt Vera. Neither one likes to throw anything out.

Max Tennyson: You can't do everything, Ben. We have to work as a team.

"Ben 10: Alien Force: If All Else Fails (#3.8)" (2009)
Grandpa Max: That was the last of my ground squid too. I've got some hamburger meat in the freezer though. I guess we can eat that.
Kevin Levin: Well, you know, if you're out of squid, what can we do?

Grandpa Max: 5 of 91 seedlings present. Sufficient animal biomass for failsafe activation.
Highbreed Soldier: Excellent. Activating final stage.

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!

"Ben 10: The Visitor (#3.13)" (2007)
Xylene: Rumors are swirling that there's some new DNA weapon out there. Sure you won't change your mind and come with me?
Max Tennyson: Tempting, but until I bring Vilgax down, I have a job to do here - but we'll always have Roswell.

Xylene: If you wanted to be truly helpful, a glavanic mechamorph would have been more appropriate.
Max Tennyson: [seeing that Ben's puzzled] She means Upgrade.
Diamondhead: Yeah, well, you're not the boss of me.

Max Tennyson: It's a big galaxy out there, but right now those kids are my whole world.

"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.

Grandpa Max Tennyson: Bet Neil Armstrong never had to deal with this.

Grandpa Max Tennyson: Don't know what you're doing, but I don't like the looks of it!

"Ben 10: Ultimate Alien: Absolute Power: Part 1 (#1.19)" (2010)
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.

Max Tennyson: Kevin's a menace. Your friendship aside, the only responsible move is to take him down with all necessary force.
Ben Tennyson: Then I don't understand why you're talking to me.
Max Tennyson: It's the logical move. It's the safest move. It's the sensible move.
Ben Tennyson: But?
Max Tennyson: It's not the Ben move. You trust people, you give them second chances, and they live up to your expectations. Kevin was a sociopath when you were kids, but you trusted him anyway.
Ben Tennyson: Look how that worked out.
Max Tennyson: He's turned into a fine young man - a hero a dozen times over.
Ben Tennyson: But now he's a monster.
Max Tennyson: True - and I'd put him down like a mad dog - but I never thought YOU would. You always find another way.

Ben Tennyson: When I thought you were dead, I had to do a lot of growing up.
Max Tennyson: You did fine.
Ben Tennyson: For a while, but then I let my fame go to my head. I've been as big a jerk these past few months as I ever was.
[very long pause]
Ben Tennyson: Aren't you gonna argue with me?
Max Tennyson: Not when you're right.
Ben Tennyson: I've had fun, but I always told myself that when the situation got serious, so would I.
Max Tennyson: I'm not going to argue with you, Ben. I just wanted to make sure you'd really thought about this.
Ben Tennyson: I have, Grandpa. I'm sorry about what's going to happen to Kevin - really, I am - but this isn't kid stuff anymore. Play time's over.

"Ben 10: Big Fat Alien Wedding (#4.4)" (2007)
Grandpa Max: I guess I forgot to mention that the groom's parents were Plumbers and the bride and her family are aliens, huh?

Joel's Mother: What do we do? We're defenseless?
Grandpa Max: Not quite. You promised to leave the Plumber gear at home. I didn't.
[hands them weapons]
Joel's Father: Ha! Just like the old days.

Joel's Father: Maybe you can talk some sense into these kids.
Grandpa Max: Well, what's going on?
Joel's Father: Ah, they don't know what they're doing. This whole wedding is a terrible mistake.
Grandpa Max: The whole wedding's a terrible mistake?
Joel's Father: [to Joel] See? Listen to your Uncle Max.

"Ben 10: Washington B.C. (#1.2)" (2006)
Grandpa Max: Let's check out the pet department.
Gwen: Please tell me you aren't looking for our breakfast.

Grandpa Max: Being a hero isn't about others knowing you did something good, it's about YOU knowing you did something good. Being a hero is its own reward.
Ben Tennyson: What? Were you reading the greeting cards at the Mega Mart?
Grandpa Max: Well, yes.

Grandpa Max: [exhausted from walking up the Washington Monument] Like it would have killed the founding fathers to install an elevator.

"Ben 10: Alien Force: War of the Worlds: Pt. 2 (#2.13)" (2009)
Manny: One side, alien freaks! You're in my way!
Gwen Tennyson: Manny.
Manny: Hey, Gwen.
Swampfire: Helen and Pierce? But, that means...
Grandpa Max: How's it going kids?
[Swampfire reverts to Ben. Ben and Gwen run to Grandpa Max]
Ben Tennyson: Grandpa Max!
Manny: And Max Force!
Grandpa Max: What did I say about calling us that?
Manny: I think it sounds cool.

Ben Tennyson: Grandpa, can you hold the line here?
Grandpa Max: Keep them from retaking the Control Room? Consider it done.
[Ben starts to leave]
Manny: Where're YOU goin'?
Ben Tennyson: Just stepping out for a second.
[Ben walks out a broken window]
Grandpa Max: Ben!

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.

"Ben 10: Alien Force: The Final Battle: Part 1 (#3.19)" (2010)
Ben Tennyson: Grandpa?
Grandpa Max: We've got trouble, Ben. It's your evil twin. He...
Albedo: [on the TV] Greetings, Ben Tennyson. Since your grandfather managed to escape me, you must already know that I'm after you - but did you know that I have your friends?
Ben Tennyson: Albedo. Let them go or...
Grandpa Max: Easy, Ben. He wants you angry.
Ben Tennyson: [to his grandfather] Then today's his lucky day.
Ben Tennyson: [loudly to Albedo] I'm coming for you, Albedo!

Grandpa Max: Don't be overconfident, Ben. We'll call some of the Plumber kids back to Earth, put a plan together, go up against him in force. Right, Ben?
Grandpa Max: [looks around] Ben?
Grandpa Max: [realizes Ben has left] Nah. It's only cool when *I* do it.

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

"Ben 10: Benwolf (#3.5)" (2007)
[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.

Max Tennyson: Their land, their rules, Gwen.

Max Tennyson: So how does Ben unwolf?
Wes Green: The only way to reverse its spell is to stop the Yenaldooshi.
Ben Tennyson: With a silver bullet?
Wes Green: That's in the movies. You must dip a silver pendant in the juice of the arbol del matrimonio cactus and place it against its heart - and we must do it before tonight's full moon or you could remain like that forever, Ben.
Ben Tennyson: [gulps] Forever?

"Ben 10: Ben 10,000 (#3.1)" (2006)
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...

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.

Old Max Tennyson: Get your claws off my grandson!

"Ben 10: Ultimate Alien: Absolute Power: Part 2 (#1.20)" (2010)
Kevin Levin: Unless you want another trip to the hospital, old man, you'll step aside.
Max Tennyson: Not before we talk.
Kevin Levin: We got nothin' to talk about. Move or die!
Max Tennyson: Your call.

Ben Tennyson: Now that's what I call a happy ending.
Cooper: I guess.
Max Tennyson: You don't know the half of it. We expected Heatblast and the others to get their powers back...
Julie Yamamoto: ...but even the energy Aggregor stole went back to where it belongs...
Ra'Ad: ...and returned US from oblivion. Thank you, Ben Tennyson.
Ben Tennyson: Wasn't me this time. It was all of us.

Max Tennyson: Sorry it had to end like this, kid.

"Ben 10: Dr. Animo and the Mutant Ray (#2.12)" (2006)
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?

Ben Tennyson: Grandpa, Gwen won't say "I told you so!"
Grandpa Max: I don't like the sound of that.

Dr. Animo: Interesting piece of alien technology. It's potential power is virtually unlimited. I will put its alien DNA to good use.
Grandpa Max: What do you mean "good use?"
Dr. Animo: With this telescope, I'll be able to bounce my transmodulator signal off of a satellite and blanket the planet with its power, creating a new, more interesting world order.

"Ben 10: They Lurk Below (#2.10)" (2006)
Donovan Grand Smith: Aw, Max, it's too bad you didn't take me up on my offer thirty years ago when we were both dead broke. You wouldn't had to spend your life unclogging drains and fixing toilets while I traveled the world.
Grandpa Max: You'd be surprised. Being a plumber CAN have it's moments.

Grandpa Max: Twenty-eight years on the job, I never found out who was behind the Bermuda Triangle, and now they're coming for us.

"Ben 10: Kevin 11 (#1.7)" (2006)
Grandpa Max: How do you expect me to trust you if you keep misusing the watch?
Ben Tennyson: Excuse me! I used it a hundred times for good. Why can't I use it just once for me?
Grandpa Max: It's not how many TIMES you use it, Ben. It's HOW you use it.
Ben Tennyson: It was no big deal.
Grandpa Max: To you, and that's all you care about.

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!

"Ben 10: Ben 10 vs. Negative 10 Pt. 2 (#4.9)" (2007)
Max Tennyson: We've got to pull the plug on Cooper before that exo-suit makes a winter coat out of Ben.

Max Tennyson: I would say it's nice to see you again, Driscoll, but I'd be lying.

"Ben 10: Monster Weather (#3.10)" (2007)
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!

Max Tennyson: Hey, hey, the Shag Carpeting autograph booth! So who wants to come to the booth with me?
Ben Tennyson: I'd rather brush Vilgax's teeth with my tongue than wait in line to get THOSE fossils' autographs.

"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.

Max Tennyson: [Holding on to Verdona's bracelet and looking to the stars] Good night Verdona. Wherever you are.

"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.

Grandpa Max: They call themselves The Organization, a well financed secret society dedicated to collecting alien technology.
[Gwen looks at him strangely]
Grandpa Max: Uh, hey, when you've been around as long as I have, you pick up a few things.

"Ben 10: Alien Force: Vengeance of Vilgax: Pt. 1 (#3.1)" (2009)
Grandpa Max: Vilgax has issued a conqueror's challenge to you.
Kevin Levin: Ben can't accept that!
Ben Tennyson: Sure I can. What is it?
Grandpa Max: The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds.

Grandpa Max: Bad news, Ben. Vilgax is back.
Ben Tennyson: You're kidding me. Last time I threw him into space.
Grandpa Max: I'm sure he remembers.

"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!

Max Tennyson: Christmas isn't about giving the perfect toy. It's about the spirit in which we give.
Ben Tennyson: Yeah, but I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa?

"Ben 10: Perfect Day (#4.1)" (2007)
Max Tennyson: Hope you guys are hungry. I've cooked up one of my world-famous breakfasts.
Ben Tennyson: Uh-oh. Plug your nose and kiss your taste buds goodbye.

Ben Tennyson: [examining a cartridge spilled from a truck] Whoa, "Sumo Slammer Space Wars." This game isn't supposed to be out for, like, a year. I probably should return these, shouldn't I?
Max Tennyson: Nah, that truck's long gone. I say play away.
Ben Tennyson: Could this day get any better?

"Ben 10: Tough Luck (#2.9)" (2006)
Ben Tennyson: Ugh! Sometimes this hero stuff gets WAY old.
Grandpa Max: You should be proud of yourself, Ben. Those folks would've been in a real pickle without you.
Ben Tennyson: I know, but I'd just like one regular summer day where I could just hang out all day long and do nothing. You know, like Gwen.

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.

"Ben 10: Ultimate Alien: Map of Infinity (#1.11)" (2010)
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.

Azmuth: You have given much to the galaxy, Max Tennyson. Now you must rest and recover.
Grandpa Max: I still think...
Ben Tennyson: Do what he says, Grandpa.
Grandpa Max: [Max sighs] You kids be careful.
Ben Tennyson: Just like you taught us.
Grandpa Max: Maybe a little more careful than that.

"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.

Fungal Brain: You're not going anywhere.
Wildvine: Did you hear that?
Grandpa Max: Hear what?
Fungal Brain: I communicate with all vegetation on a telepathic level.

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

Grandpa Max: What did you do?
Vilgax: I can't conquer the Earth today, but I CAN punish you. The ship is locked on collision course - with Bellwood.

"Ben 10: Ultimate Alien: Hit 'Em Where They Live (#1.3)" (2010)
Max Tennyson: It's nine down. Who knows how many more to go? I've gotta find some way to stop this insanity before it's too late!

"Ben 10: Alien Force: Inferno (#3.3)" (2009)
Grandpa Max: Those are pyroxovores. I haven't seen one in years.
Kevin Levin: How come we never heard of them?
Grandpa Max: Kid, there's a lot of species here on Earth you won't find in any book. That's where fairy tales come from. Unicorns, trolls, pixies... They're all real.
Kevin Levin: Even Big Foot?
Grandpa Max: Heh! Don't be ridiculous! That's a guy in a suit.

"Ben 10: Don't Drink the Water (#4.3)" (2007)
Max Tennyson: Who you calling old?
Gwen Tennyson: Ben meant "age-challenged."

"Ben 10: Alien Force: Ben 10 Returns, Part One (#1.1)" (2008)
Max Tennyson: I left this recording where I knew only you would find it. I'm in a bit of a situation, but it's nothing I can't handle - certainly nothing for you to worry about. There's renewed alien activity on Earth. I'm investigating. Oh, uh, don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your Cousin Gwen for me. Love you. Max out.

"Ben 10: Alien Force: Kevin's Big Score (#1.4)" (2008)
Max Tennyson: Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: You can't go it alone. By now you're probably meeting some of the other Plumber's kids, but you have to find more. You need to put together a team.

"Ben 10: Alien Force: Vengeance of Vilgax: Pt.2 (#3.2)" (2009)
Grandpa Max: By rules of the Galactic Code as ratified by the Casey Kelly accords, you have lost this contest. You must leave this world and never attack it again. Do you acknowledge?
Vilgax: I do, but know this. Ben Tennyson - I WILL have my vengenance upon you.
Ben Tennyson: Sure thing. Get outta here.

"Ben 10: Ghostfreaked Out (#2.11)" (2006)
Grandpa Max: [watching Ghostfreak fight the Circus Freaks] Something's wrong. I've never seen Ben so vicious!

Ben 10: Race Against Time (2007) (TV)
Ben Tennyson: What's the point of having the Omnitrix if I can't use it?
Grandpa Max: So you thing they will like you better if they knew
Ben Tennyson: Well... yeah.
Grandpa Max: Well you might be right.

"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]

"Ben 10: Permanent Retirement (#1.4)" (2006)
Grandpa Max: Just watch your cheeks, Vera's a pincher.

"Ben 10: Ultimate Alien: Ultimate Aggregor (#1.10)" (2010)
Grandpa Max: [to Kevin] Kid, I have never seen anyone work a crime scene like that. You've got a future in law enforcement - on one side or another.

"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: Under Wraps (#3.8)" (2007)
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.

"Ben 10: Tourist Trap (#1.6)" (2006)
Grandpa Max Tennyson: Ah. Is this place great or what?
Ben Tennyson: Uh... I'll go with "or what."
Grandpa Max Tennyson: Come on. What's more exciting than the world's biggest fish bowl?
Ben Tennyson: Um, everything?

Ben 10: Secret of the Omnitrix (2007) (TV)
Max Tennyson: Let's not ruin Gwen's day, huh?
Ben Tennyson: What about ruining MY day? I'm the one stuck in some clothing store during MY summer vacation.

"Ben 10: Ben 4 Good Buddy (#4.5)" (2007)
Ben Tennyson: This thing can go three hundred miles an hour but it takes three people to flush?
Max Tennyson: Hey, our old gal's got character.

"Ben 10: The Krakken (#1.3)" (2006)
Captain Shaw: Some folks say my rudder's not right.
Grandpa Max: Why doesn't THAT surprise me?

"Ben 10: The Unnaturals (#3.9)" (2007)
Max Tennyson: Now, why would a coach be checking on the secret service instead of his own team before a game?

"Ben 10: Side Effects (#1.12)" (2006)
Grandpa Max: You okay?
Ben Tennyson: Achoo!
Grandpa Max: I'll, uh, take that as a no.

"Ben 10: Hunted (#1.5)" (2006)
Grandpa Max: Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right.
Ben Tennyson: I know, but it's always fun.