- Ben Tennyson: You are SO losing your evil cred.
- Vilgax: Watch your tone, Ben Tennyson. If I did not need your help...
- Ben Tennyson: There's the bad guy we all love to hate.
- Kevin Levin: Come on! This couldn't be a more obvious trap if there was a sign that read "free cookies."
- Ben Tennyson: Probably... but I really like cookies.
- Vilgax: I do not ask, Ghostfreak. I demand and you obey! I will free you from your prison and in return you will tell me what I wish to know.
- Ghostfreak: The knowledge to defeat Ben Tennyson. The secrets of the Omnitrix.
- Vilgax: Tell me, then I will set you free.
- Gwen Tennyson: [Watching a falling object] What was that?
- Kevin Levin: Whatever it was, it better not have landed on my ride.
- Ben Tennyson: What's your problem, Gwen?
- Gwen Tennyson: Don't you remember how many times this guy tried to kill you?
- Ben Tennyson: Not exactly. A lot. That's what makes this so much fun. What was it you needed?
- Vilgax: I... need... your... HELP.
- Vilgax: My people are not warriors like me. They are innocent women and children.
- Kevin Levin: Why should we believe anything you say?
- Vilgax: What other reason would I come grovelling to your pitiful planet?
- Gwen Tennyson: If he is telling the truth, we can't just let people suffer.
- Kevin Levin: Better them than us.
- Ben Tennyson: My watch, my responsibility.
- Kevin Levin: It's not just all about *Ben Tennyson*!
- Ben Tennyson: Vilgax won't touch you while I'm around. It's totally safe...
- Ben Tennyson: [to Vilgax] ... but the first sign of a double-cross and you're a sushi platter!
- Swampfire: [chasing after Vilgax] I can't believe you thought you could trick us into...
- [realizes Vilgax is trying to save a child]
- Swampfire: ...saving a little girl? Okay, now I feel like a jerk.
- Gwen Tennyson: The big bad has a conscience. Who knew?
- Kevin Levin: Great! Even the *freaks* don't want me!
- Gwen Tennyson: Kevin...
- Swampfire: That's a *good* thing! You should stay up front!
- Vilgax: What a wonderful opportunity. Both of my greatest enemies in one body. What is it you humans say? I can kill two birds with one stone.
- Ghostfreak: [as Ghostfreak's minions restrain Vilgax] Hold him. I wish to possess this one myself. With Vilgax, Ben Tennyson and myself as one, there will be no power in the universe that can stop me!
- Vilgax: Foolish child. If I had not taken you out of the battle, Ben Tennyson himself WOULD have - permanently.
- Kevin Levin: Don't do us any more favors, Vilgax.
- Vilgax: It won't happen again. I assure you.
- Vilgax: [watching Ben and the others leave] This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning.
- [Gwen takes out an alien pest with a golf ball]
- Kevin Levin: Nice shot.
- Gwen Tennyson: Yeah. I guess he wasn't up to par.
- Kevin Levin: Whadda you mean?
- Gwen Tennyson: It's a golf joke. Never mind.
- Vilgax: [meeting with Ben at...] Burger Shack.
- Ben Tennyson: I got you the kiddie meal, so don't let 'em know you're over eight.