Be Afraid of the Dark


 * Zs'Skayr: What's the matter, Ben? Aren't you glad to see me? Haven't you learned by now that nothing can stop me?!
 * Ben Tennyson: Nothing except... (activates Omnitrix, turns into Grey Matter)
 * Grey Matter: Grey Matter?! Aw, man, gimme me a break!


 * Grey Matter: Yo, Earth to Grandpa! Come in, Grandpa!
 * Grandpa Max: Ben?
 * Gwen Tennyson: If you're checking up on us, don't bother! We're totally handling things up here. We don't need your help.
 * Grey Matter: Wrong! When you hear what I'm about to say, you're gonna wish you had my alien muscle with you.
 * Gwen Tennyson: Since when is Grey Matter muscle?


 * Grandpa Max: (as Gwen and Grandpa climb the edge of a satellite looking for a way to get in) There should be a manual access panel around here somewhere.
 * Gwen Tennyson: You know, for a guy who never went up into space, you seem to know an awful lot about it.
 * Grandpa Max: I never said I didn't go into space. I said I never went into space with NASA.


 * Grandpa Max: Bet Neil Armstrong never had to deal with this.


 * Gwen Tennyson: (about the shuttle) You sure you remember how to drive one of these things, Grandpa?
 * Grandpa Max: Just like riding a bicycle. A hundred-ton, twenty thousand-mile-an-hour, hi-tech bicycle.


 * Gwen Tennyson: Shouldn't we be looking for the corrodium?
 * Grandpa Max: Easier to bring the entire kit and caboodle back to earth than waste time searching for a few rocks in a whole rocket ship.
 * Gwen Tennyson: Guess we know where I got my brains from.


 * Gwen Tennyson: Doesn't "occupied" mean anything to you?


 * Grandpa Max: Don't know what you're doing, but I don't like the looks of it!


 * Ben Tennyson: What are you doing?
 * Gwen Tennyson: Saving your life. Don't ask me why.


 * Zs'Skayr: I can't merge with him in his alien form, but it's merely a matter of time before he turns human again.


 * Zs'Skayr: (after succeeding in taking over Earth) Darkness falls! Earth is now my domain!!


 * Zs'Skayr: Here in the darkness of space, I am at my full potential!


 * Upgrade: (to Viktor) Can't you just stay grounded like your master?


 * Upgrade: Thank you for flying Air Upgrade. Bye.


 * Zs'Skayr: Smiling in the face of your demise. I admire that.
 * Ben Tennyson: Oh, I'm not smiling at my demise. I'm smiling at yours.


 * Zs'Skayr: Now, how shall I dispose of you three?
 * Gwen Tennyson: (overacted) Oh, whatever you do, don't toss us out into space!
 * Zs'Skayr: Excellent idea! Remove the suits!
 * Ben Tennyson: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?


 * Zs'Skayr: You've learned some new tricks since we last met, child.
 * Ben Tennyson: She's not the only one. (transforms into Benviktor)
 * Benviktor: Electromagnetic body? Sweet.

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 * Benviktor: Two freaks down, one to-- [notices Zs'Skayr is gone] Where'd he go?

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 * Zs'Skayr: It'll be a pleasure to watch you explode in the vacuum of space.

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 * Ben Tennyson: (after defeating Zs'Skayr for the last time) And we've seen the last of Ghostfreak. (sees the Ghostfreak icon on the Omnitrix) Ghostfreak!? Aw, man.. Uh, guys? [looking around to see that they're somewhere with pyramids] Where are we?