- Ben Tennyson: This thing can go three hundred miles an hour but it takes three people to flush?
- Max Tennyson: Hey, our old gal's got character.
- Baron Highway: [Ben messes with the Rust Bucket's systems, shorting it out] NOOOOO!
- Ben Tennyson: You might have tricked out the Rust Bucket, but I still know all its tricks.
- Ben Tennyson: [after Max has ejected Baron Highway] You know, Grandpa? The Rust Bucket rocks!
- [Turbine tries to attack him, but Gwen pulls her back with a spell and pins her to the ground]
- Gwen Tennyson: Don't think so!
- Upgrade: [Upgrade has merged with the train engine] Who needs train tracks?
- Max Tennyson: Ben, stop the Rust Bucket!
- Baron Highway: [Ben has shorted out the Rust Bucket. Baron Highway attacks him] You little brat!
- Ben Tennyson: I know you are...
- [opens the freezer door]
- Ben Tennyson: ... but what am I?
- [the freezer shoots ice cubes at Baron Highway]