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.
Dr. Borges: It's always good to begin at the psychological root. Tell me something about your relationship with - your mother.
Ultimate Humungosaur: My mother tried to eat me before I was even hatched!
Dr. Borges: Okay, there's probably some issues around that.
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.
Ben Tennyson: I'm too young to die, and too famous - not to mention handsome, and smart - and talented, and charming. Let's not forget that. But if I *am* dead, chances are that fiery red light would be where I would *not* want to go.
Ben Tennyson: Great! I'm dead and there's an earthquake.
Ultimate Humungosaur: It's not an earthquake. And you're not dead - yet.
Brainstorm: Listen whatever's going on here, I didn't do it to you. I'm one of the good guys, remember? I'm a hero.
Ultimate Humungosaur: Hero? You treat us like slaves!
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.
Kevin Levin: Tennyson may have messed up the Ultimatrix, but he's put himself on the line again and again.
[Kevin is attacked]
Kevin Levin: He's risked his life a hundred times for people he didn't even know - for slobs like me - for jerks like you!... He's a hero! And more important... he's my best friend.
Azmuth: You, Kevin Levin, are evolving. Perhaps there's the tiniest speck of hope for this universe after all.
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: But I jumped into the pit. Why am I still alive? Not that I'm complaining, mind you.
Azmuth: Your intention was what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free -genuine self-sacrifice - more rare than Astatine or Francium. That's twice today I have found a small measure of hope - a very disturbing pattern.