- Kevin Levin: [after hearing Ben explain about the DNAliens developing a power source] You figured all that out by yourself?
- Humungousaur: Gwen. Question is - power source for what?
- HighBreed Commander: It's a surprise, - the final surprise for the human race. Destroy them.
- HighBreed Commander: I defeated Tennyson. What chance has the likes of YOU?
- Kevin Levin: Me? Not much... but her?
- [Gwen drops the top of a building on the HighBreed Commander]
- Kevin Levin: [returning from the tanker] Okay, I sunk it.
- Ben Tennyson: Hey, what about the HighBreed? You were supposed to drag him off the ship before you skuttled it.
- Kevin Levin: Was I? Must have slipped my mind. Kidding! He was gone before I got back.
- Ben Tennyson: You're right, Mom. He's a ruffian.
- Kevin Levin: [calling Ben on his cellphone] N'ah, hate to bother you, but we got a problem!
- Ben Tennyson: YOU'VE got problems? My parents found out about the Omnitrix. I'm not ALLOWED to use it!
- Kevin Levin: Folks mad at ya, huh? Sounds rough. By the way, we're getting it HANDED TO US by the DNALIENS!
- Ben Tennyson: It HAS to be me! The Omnitrix is attached to me. It doesn't come off.
- Carl Tennyson: Oh, it's comin' off all right.
- Carl Tennyson: [after trying several ways to cut it off] Okay, it's not coming off.
- Ben Tennyson: I tried to tell you.
- Ben Tennyson: I'm sorry. I love you guys. You're awesome parents. You raised me by example, and time after time I've seen you put people's needs first. I can't obey you now without disobeying everything you've ever taught me about life, the world, and responsibility.
- Sandra Tennyson: Ben, we FORBID you to...
- Ben Tennyson: So when I get back, punish me however you want, but right now I have a friend who's in trouble!
- [activates the Omnitrix]
- Sandra Tennyson: He just walked out on us. What are we gonna do?
- Carl Tennyson: We're going to listen to our son.
- Kevin Levin: [as he's been overwhelmed by DNAliens] Uh, excuse me.
- Sandra Tennyson: You're his ruffian friend, right?
- Carl Tennyson: I've got it covered, dear.
- [points his bazooka at the DNAliens]
- Kevin Levin: Whoa-whoa-whoa-whoa!
- [the DNAliens run away before getting shot]
- Kevin Levin: Thanks. Uh, nice piece, by the way.
- Sandra Tennyson: He's such a good boy.
- Carl Tennyson: Ben Tennyson is NOT a "good boy." He's a GREAT boy! I don't know if it's bad karma to pat ourselves on the back, Sandra, but we've done a pretty good job as parents.
- Sandra Tennyson: Well, we haven't stifled him. Allowing a child to explore the wholeness of his entire being...
- [interrupted by a street explosion]
- Carl Tennyson: [about Max] Your Uncle Frank and I KNEW he had some other life - we KNEW - and that he lied to us about it all the time! I won't have you lying, too!
- Sandra Tennyson: It's our own fault. We were too permissive, and what did we get? A 15-year-old son needlessly risking his life!
- Echo Echo: You can't ground me! I'm a super-powered alien!
- Sandra Tennyson: You're a super-powered alien who's about five minutes from forcing me to reconsider a lifelong disbelief in corporal punishment.
- [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.
- Sandra Tennyson: Ben, are you hanging out with a... "bad crowd?"
- Ben Tennyson: What? No!
- Carl Tennyson: Are they telling you it's "cool" to sneak out, turn into aliens, lie to your parents?
- Sandra Tennyson: I want to know who this bad influence is. Their parents need to know what's going on.
- Gwen Tennyson: [asking Ben how he could have crumbled before his mother] You're gone nose-to-nose with Vilgax without blinking!
- Ben Tennyson: Vilgax never gave me "the mom look."
- Kevin Levin: [tied up] This stinks.
- HighBreed Commander: You are not the first to taste defeat at our hands, nor will you be the last.
- Kevin Levin: No, I mean the bat poop.
- Sandra Tennyson: You would have found a way to win even if you're father hadn't shot the giant alien with the space bazooka.