• Grandpa Max: Get out of there. Run! (giant robot blasts Diamondhead)
• Grandpa Max: (after learning that Ben is Heatblast) Ben? What happened to you?
• Grandpa Max: Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?
• Grandpa Max: (running up) Gwen, are you alri... (sees Heatblast) What in blazes?
• Grandpa Max: Absolutely.
• Grandpa Max: Hmm. Ben's been gone a while. Well, I guess he can't get into too much trouble out here.
• Grandpa Max: Where's Ben?
• Grandpa Max: Ben?
• Grandpa Max: (drives up) Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.
• Grandpa Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.
• Grandpa Max: With a device as powerful as that watch clamped on you, my guess is we better help you learn... fast.
• Grandpa Max: Don't worry, Ben. We'll figure this thing out. (the Omnitrix beeps and Ben reverts to human form)
• Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?
• Grandpa Max: I believe you, Ben.
• Grandpa Max: He's not a monster, he's an alien! (Heatblast and Gwen stare at him suspiciously)
• Grandpa Max: ... Uh, I mean look at him, what else could he be?
• Grandpa Max: (turns and sees forest fire) Looks like the start of a forest fire. We better let the ranger station know. Probably some darn fool camper out there messing around with something he shouldn't. (remembers that Ben is in the forest) ... Ben!
• Grandpa Max: (about the mealworms) If these don't sound good, I've got some smoked sheep's tongue in the fridge.
• Grandpa Max: Nonsense. This summer's gonna be an adventure for your taste buds.
• Grandpa Max: I thought it would be fun if your cousin came along with us this summer. Is that a problem? (Ben and Gwen say nothing)
• Grandpa Max: Something tells me it's gonna be a long summer.
• Grandpa Max: (places a bowl of worms on the table) Chow time. (Ben and Gwen stare at it repulsively)
• Grandpa Max: Marinated mealworms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.
• Grandpa Max: Who wants to roast marshmallows? Okay, um, how about we tell scary stories?
• Grandpa Max: Aw, come on, you two. We're all in this together. You can mope around like this all summer, or we can have some fun. Now what do you say?
• Grandpa Max: I, uh, think they're starting to grow on each other.
• Grandpa Max: All right!
• Grandpa Max: Way to go, Be... (people stare)
• Grandpa Max: Uh, diamond-headed guy!

Washington B.C.

• Grandpa Max: Being a hero isn't about letting others know you did the right thing, it's about you knowing you did the right thing.

The Return

• Grandpa Max: There should be an air lock a little further up.
• Grandpa Max: I didn't say I never went into space; I just said I never went into space with NASA.

Don't Drink the Water

• Grandpa Max: (reading the plaque) Why do the words have to be so small?
• Grandpa Max: I heard that. What do you mean I have lead feet?
• Young Max: And who's going to be ten forever?
• Young Max: Forget watching what I eat anymore. Look, I got rocky road, mint chip, and chunka-hunka bubble--real pieces of bubble gum in ever bite. See? (blows a bubble, it bursts in Gwen's face)
• Young Max: (laughs)
• Young Max: Wait. No aches, no pains - I want to enjoy this for a while.
• Young Max: Never realized she was such a spoiled sport.
  

• Grandpa Max: (in hologram) I left this recording where I knew only you would find it. I'm in a bit of a situation, but it's nothing I can't handle. Certainly nothing for you to worry about. There's renewed alien activity on Earth. I'm investigating it. (fades away and comes back) Oh, don't worry about the Omnitrix either. I have it and it's completely safe. They'll never get their hands on it. Say hello to your cousin Gwen for me. Love you, Max out. (fades away and DNAlien hologram appears for a second).second).

• Grandpa Max: (in hologram) Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet. But here's one thing I can. You can't go it alone. By now, you're probably meeting some of the othe Plumber's kids. But you have to find more. You need to put together a team.

• Grandpa Max: They're shipping those things somewhere. Putting together a DNAlien army.
• Grandpa Max: (crushes Xenocyte) I said just coffee!
• Grandpa Max: Gwen, throw an energy field around you and your boys and… be a good girl. (smiles at Gwen)
• Grandpa Max: Sorry Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you… in all of you. (winks)
• Grandpa Max: Stop them, Ben. These Xenocytes must be destroyed.
• Grandpa Max: What I have to.
• Grandpa Max: Ben?
• Grandpa Max: You're a sight for sore eyes. (hugs Ben and Gwen)
• Grandpa Max: Me too honey. Kenny!
• Grandpa Max: It's okay. I always knew you could do it Ben. I'm proud of you, all of you. You too Kevin, I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped.
• Grandpa Max: (referring to Ken) But why my grandson? Why change Ken?
• Grandpa Max: (being held by DNAliens) It's obvious you're producing these parasites here.
• Grandpa Max: (referring to DNAliens) And that they some how turn humans into these ugly freaks.
• Grandpa Max: Uh, this is really just a hobby now. A man my age has to stay active.
• Grandpa Max: Just coffee.
• Grandpa Max: Great fishing, great weather...
• Grandpa Max: I was mis-informed.
• Grandpa Max: You're a strong lady, or are you? (pulls out mask; she is revealed as a DNAlien)