- Vilgax: Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance.
- [Grandpa Max is hospitalized with a severe concussion, several lacerations and a broken leg]
- Doctor: Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?
- Ben Tennyson: Actually the bumper flew through the air after this robot drone blew up the car.
- Doctor: [understandingly] Vivid imaginations are good coping mechanisms in situations like these.
- Vilgax: Listen to me, whoever you are...
- Joey: Where are you? Who are you, and how did you get in my head?
- Vilgax: No questions! You are here to serve me.
- Joey: Guess again. I work for me and only me.
- Joey: [electrical flash] Ugh!
- Vilgax: You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless. Fulfill my command and I will teach you. Fail me and I will turn you to dust!
- Joey: So what do you want?
- Vilgax: Only one thing, a piece of valuable technology missing from my possession, and luckily you are already programmed to find it.
- Gwen Tennyson: I'd worry more about how some girl kicked Four Arm's butt.
- Ben Tennyson: Hey, heroes don't hit girls.
- Gwen Tennyson: Good to know.
- [She punches him]
- Ben Tennyson: Ugh!
- [He punches her back]
- Gwen Tennyson: Ow! I thought you said...
- Ben Tennyson: [darkly] I'm not in hero mode.
- Heatblast: Oh, great. I need muscle and get an alien candle instead. If scissors cuts paper, fire melts rock, right?
- Gwen Tennyson: Ben, you can't run away from us!
- Ben Tennyson: Don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours.
- Gwen Tennyson: Yeah, but you're MY weird cousin.
- Ben Tennyson: Grandpa, can we talk later? I've got an indestructible robot thing none of my aliens can take out.
- Vilgax: Listen to every word. Be afraid. You can not run, You can not hide from me. I will find you, and when I do I will retrieve my Omnitrix and destroy you.
- Max Tennyson: [after throwing a tire at Joey, knocking her down] Ben, those drones must be after the watch!
- Joey: [aims her gun at Max] You'll get yours, old man.
- [fires and misses him hitting the roof of the gas station, sending debris falling on Max]
- Gwen Tennyson: Grandpa!
- Four Arms: No!
- Ben Tennyson: [seeing a rockslide heading for the hospital] Time to go Four Arms.
- [transforms into Heatblast]
- Heatblast: Oh, great. I need muscle and I get an alien candle instead.
- Joey: [after Upgrade shorts out her robotic parts] I'm... normal.
- Upgrade: Abnormal's way more like it.
- Joey: Look, I don't know what came over me. Please, you gotta help me.
- [notices her rifle]
- Joey: I'm just a girl.
- [picks up her rifle and aims it at Upgrade]
- Gwen Tennyson: Guess what? So am I!
- [kicks her, knocking her out]