- Ben Tennyson: [after the Omnitrix deactivates during a fight] Huh? You are a piece of junk!
- Omnitrix: Omnitrix must return to Primus.
- Ben Tennyson: Who's Primus?
- Ben Tennyson: You know, if I built the Omnitrix, I would've made a few improvements - like making it work!
- Omnitrix: Omnitrix has returned to Primus. Ben Tennyson has fulfilled purpose. Omnitrix must find creator.
- Ben Tennyson: Wait. What?
- [the Omnitrix flies off his wrist]
- Gwen Tennyson: Don't let it get away!
- Ben Tennyson: I don't believe it. The Omnitrix is... gone.
- Ben Tennyson: I lost the Omnitrix. Azmuth is gonna kill me!
- Kevin Levin: Dude, he's already so mad at you, it couldn't get any worse.
- Ben Tennyson: Really?
- Kevin Levin: No.
- Ben Tennyson: The slugs, the mud... Ugh.
- Kevin Levin: Stop complaining like a girl.
- Gwen Tennyson: Excuse me?
- Kevin Levin: Sorry. I was trying to insult Ben, and it got away from me.
- Vilgax: At last, the Omnitrix is mine.
- Ben Tennyson: [watching from a distance] No.
- Vilgax: Behold, the power of the Omnitrix!
- Azmuth: Ben Tennyson?
- Ben Tennyson: Azmuth. Everything's going to be okay.
- [Ben pats Azmuth on the head]
- Azmuth: Did you just "there there" me?
- Vilgax: Ben Tennyson. I know you're here somewhere. If you ever wish to see your friends alive again, step forward!
- Azmuth: They're already lost. There's nothing you can do.
- Ben Tennyson: I'll think of something. Hero, remember?
- Ben Tennyson: [stepping forward and speaking loudly] Vilgax, I'm here! Let them go!
- Gwen Tennyson: What's a Codon Stream? I thought that stuff was green lava.
- Kevin Levin: Seriously? We're about to be boiled alive and you want to learn a new vocabulary word?
- Vilgax: You'll make the Omnitrix work for me?
- Ben Tennyson: *If* you let my friends go.
- Vilgax: We have an agreement. Teach me to operate the Omnitrix, and I'll free your friends - but you, Ben Tennyson, will die.
- Ben Tennyson: All right. I guess I have no choice.
- Gwen Tennyson: Ben, NO!
- Ben Tennyson: I know what I'm doing, Gwen.
- Kevin Levin: Since when?
- Ben Tennyson: WHO'S the hero?
- Azmuth, Gwen Tennyson: You are.
- Ben Tennyson: Everybody?
- Kevin Levin: You are.
- Ben Tennyson: All I ask for is a little credit.
- Ben Tennyson: So, uh, are we okay again? I mean, does this make up for...?
- Azmuth: Damaging my Omnitrix? No! I shouldn't even allow you to leave with it.
- Ben Tennyson: [offering the Omnitrix] But, WILL you?
- Azmuth: You are welcome, Ben Tennyson.
- Vilgax: [unable to access the Omnitrix] Tell me, Tennyson, is there a key? A magic word?
- Ben Tennyson: You'd have to ask Azmuth - not that HE'D ever tell.
- Vilgax: For your sake, pray that you are wrong, for if he does not, the great Ben 10 AND his friends shall be fed to the Codon Stream.
- Ben Tennyson: Codon Stream? That's... bad, right?
- Vilgax: [exiting] You amuse to the very end, Ben Tennyson.