- Ben Tennyson: I can't believe you knew about this the whole time and didn't tell me.
- Tetrax: I'm sorry, Ben. I thought you'd be more concerned about how this affected you rather that others.
- Ben Tennyson: What do you mean? I help people all the time with the Omnitrix.
- Tetrax: That's true. You do help a lot of people, but ask yourself this: do you help because it's the right thing to do or for the thrill of being a hero?
- Myaxx: [as Ben removes the device that keeps the Omnitrix from overloading] What have you done?
- Ben Tennyson: I ask myself that question all the time.
- Azmuth: You've only sped up the countdown. Because of YOU the universe has even less time!
- Cannonbolt: If the universe is goin' down anyway, I'm gonna have the pleasure of kicking YOUR butt FIRST.
- Azmuth: I'm still not sure the universe is worth saving - but while I think about it...
- [deactivates the Omnitrix's self-destruct]
- 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!
- Vilgax: Surrender the Omnitrix and your deaths will be swift - except, of course, for the Tennyson boy!
- Ben Tennyson: Look, the Omnitrix is in self-destruct mode. Even if you get it from me, you'll just wind up getting blown to bits with the rest of the universe.
- Vilgax: I will take my chances.
- 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.
- 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.
- 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'.
- Vilgax: Your ship will be useful in my quest to find the Omnitrix, and when I recover it, I'll exact my revenge on the Earth boy who imprisoned me in that cursed Null Void dimension!
- 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: [to Tetrax about Gwen] Can we turn around and drop her back on Earth? You know, like from orbit?
- 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.
- Tetrax: Give me one reason why I shouldn't shove you in an energy tube and shoot you back to Incarcecon right now!
- Myaxx: Because I know where Azmuth is.
- Ben Tennyson: That's a pretty good reason.
- Myaxx: What are you doing? You have to direct us or the ship will be torn apart.
- Ben Tennyson: [dourly] Great. No pressure.
- [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!
- [bang]
- Gwen Tennyson: This is why we don't give him the map book when we drive.
- Tetrax: [handing Myaxx a pressure suit] We're going outside. We need to free the Resolute from Vilgax's ship.
- Myaxx: Me? Outside? I-in space? Oh, no. I'm more of a land-based species.
- Tetrax: If we don't clear those tethers by the time we hit Zenon's gravitational pull, both ships will be destroyed in re-entry.
- Myaxx: Well, when you put it THAT way.
- Vilgax: You are going to regret sending me to the Null Void for what little remains of your miserable life!
- Ben Tennyson: [seeing Gwen endangered] Going hero.
- Myaxx: Ben, no! The self-destruct will accelerate!
- Ben Tennyson: I! DON'T! CARE!
- Tetrax: I know what you're goin' through. I was young. I didn't care about anybody but myself, so it made sense that I wound up a mercenary, a soldier for hire. I was loyal to whoever paid me the most, no matter how evil they were. It was only a matter of time before I would work for the worst of the worst - Vilgax. I stole the last piece of the puzzle Vilgax needed to invade my home world. When my people didn't bow at his feet, he destroyed the entire planet to make an example out of it. Vilgax did the dirty work, but he couldn't have done it without my help.
- Ben Tennyson: Look, I don't know why you don't want to help us, but my cousin sacrificed her life to stop this thing.
- Azmuth: That is none of my concern.
- Ben Tennyson: It is now!
- Azmuth: I created the Omnitrix to help all the beings of the universe grow closer together. If an Earthling can make that happen, then I see no reason why you shouldn't have it.
- Ben Tennyson: Wait! Y'have to tell me how to work this thing.
- Azmuth: Don't you want to figure it out on your own, like a TRUE hero would?
- Ben Tennyson: Mmm. Not really.
- Azmuth: [chuckles] I like that boy.