Lucky Girl: I gotta admit I was holding back, but I hate getting lazered. (unmasking Punchinello)
All people: Professor Aniceto!
Lucky Girl: Huh?! From the drama department?
Gwen Tennyson: I love you, Ben, but I really don't think you'll fit in here. And please, call me "Gwendolyn".
Ben Tennyson: Ugh, really, Gwen? (Gwen gets angry)...Dolyn?
Kevin Levin: Looks like we've got a mystery on our hands!
Jury Rigg: On! On! On! (pressing the button of a machine repeatedly
Darkstar: Charmcaster's gone insane. She got all jealous, and locked me out of Legerdomain. Can you believe it?
Gwen Tennyson: She kicked you out of her magic world for being a creepy creeper? No, I just can't believe it.
Ben Tennyson: And the Omnitrix has only been dialed Ghostfreak since the rock monster bit it. You think that's related? (The Rock Monsters arrive)
Kevin Levin: It doesn't look related.
Ben Tennyson: Well, now it's working okay. (transforms into Eye Guy)
Eye Guy: I guess.
Rook Blonko: Ben!
Ben Tennyson: I'm okay. (Selecting the alien, but all of the alien icons are Ghostfreak) Okay-ish.
Rook Blonko: Professor Xagliv was a... smoked fish?
Gwen Tennyson: Red herring.
Darkstar: This town is crawling with food! Enough to sustain me forever! And nothing on Earth can stop me!
Ben Tennyson: Yeah, because I'm such a pushover. (Selecting an alien but Ghostfreak is the only alien available) Oh come on! Alright, Omnitrix, you win. You want Ghostfreak? You got it! (transforms into Ghostfreak)
Ghostfreak: Well, so far, so good!
Ghostfreak: I still feel like me. Maybe I don't have to be scared to use him anymore.
Michael Morningstar: Ben! I was hoping to see you! (Absorbing the energy from Ghostfreak but Ghostfreak disappearing) What the...
Ghostfreak: Mana is life energy, Mike. I'm a ghost, so I don't have any to absorb. But you know what they say, "possession is nine tenths of the law"! (Ghostfreak taking over Mike's body)
Ghostfreak/Mike: Yee-ha! Ben Tennyson is awesome! (Mike punches himself) Stop hitting yourself! Why are you hitting yourself?! Loo-dee-do, I'm dancing 'cause I'm Mike Morningstar, the big old dork!
Kevin Levin: (catching Gwen from falling) Got you, baby.
Gwen Tennyson: Whew! Kind of puts my art-history grade in perspective, huh? (the portal is gone)
Rook Blonko: (To Darkstar) You are quite ugly.
Lucky Girl: (flying) This is awesome!
Ben Tennyson: Hey check it out! They gave me an honorary degree!
Gwen Tennyson: What?!
Kevin Levin: Figures.
Rook Blonko: Well done.
Ben Tennyson: Guess I won't be going here after all, cuz I don't have to!