Tara Strong credited as playing...
Ben Tennyson • Upgrade
- Vilgax: I grow tired of this.
- [Vilgax touches the Omnitrix, and Stinkfly changes into Ben]
- Ben Tennyson: Hey! How'd you do that?
- Vilgax: A child? The Omnitrix is in the hands of a mere child?
- [Tries to remove the Omnitrix and gets hit with an enery discharge sending Vilgax flying back]
- Vilgax: It appears the Omnitrix has already merged with your DNA.
- Ben Tennyson: I, uh, don't suppose that means you're gonna let me go, does it?
- Vilgax: Hardly!
- 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]
- 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.
- Gwen Tennyson: [after Ben lands as Vilgax's ship self-destructs] Not bad for a doofus.
- Ben Tennyson: Grandpa, we need to talk.
- Vilgax: [finding that Grandpa Max has set his ship to self-destruct] TENNYSON! You are the thorn in my side.
- Ben Tennyson: [shooting Vilgax in the back with a smirk] Guess it runs in the family.
