- 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.
- Kevin Levin: Doesn't seem a little coincidental that Valadas would suddenly drop dead after everything that happened?
- Janitor: Anyone can die - anytime - even you, smart guy.
- Kevin Levin: [Imitating Ben] "That's why I'm trying to find her.
- Ben Tennyson: It *is* why.
- Kevin Levin: Admit it. You just want to see her again.
- Ben Tennyson: Hey! Elena and I - we're just friends. That's all.
- 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.
- Julie: You look kind of upset.
- Ben Tennyson: It's this problem I'm working on.
- Julie: Calculus?
- Ben Tennyson: I wish. Then I could just con you into doing it for me. It's like the answer is right in front of me, but I can't see it.
- 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.
- Julie: [as Ben is being attacked by nanites] Is this what you want?
- Elena: It... must be.
- Julie: NO! Whatever's left of Elena couldn't want this!
- Elena: Julie... we can't stop.
- Julie: Then you never really cared about Ben!
- Elena: We did. *I* did!
- Julie: Isn't there some part of you left, the *real* you, that cares enough to stop this?
- Julie: That wasn't Elena. The nanites got her a long time ago.
- Ben Tennyson: You're wrong. There was enough of my friend left to save my life... Goodbye Elena.