Julie: You look kind of upset.
Ben Tennyson: It's this problem I'm working on.
Ben Tennyson: I wish. Then I could just con you into doing it for me. It's like the answer is right in front of me, but I can't see it.
Julie: [as Ben is being attacked by nanites] Is this what you want?
Elena: It... must be.
Julie: NO! Whatever's left of Elena couldn't want this!
Elena: Julie... we can't stop.
Julie: Then you never really cared about Ben!
Elena: We did. *I* did!
Julie: Isn't there some part of you left, the *real* you, that cares enough to stop this?
Julie: That wasn't Elena. The nanites got her a long time ago.
Ben Tennyson: You're wrong. There was enough of my friend left to save my life... Goodbye Elena.
Gwen Tennyson: I liked the part where Humungosaur was really small. I was reading about how dreams reveal what we're *really* afraid of.
Ben Tennyson: It was not a dream! Well, the part... about being little was but...
Kevin Levin: Keep telling yourself that.
Kevin Levin: Doesn't seem a little coincidental that Valadas would suddenly drop dead after everything that happened?
Janitor: Anyone can die - anytime - even you, smart guy.
Kevin Levin: [Imitating Ben] "That's why I'm trying to find her.
Ben Tennyson: It *is* why.
Kevin Levin: Admit it. You just want to see her again.
Ben Tennyson: Hey! Elena and I - we're just friends. That's all.
Elena: Ben, I'd like to help. But what I'm doing here, it's just oo important... Maybe you could help *me*. This could change the whole world, you know?
Kevin Levin: [about the nanites] These could change the whole world too- but not in a good way.
Gwen Tennyson: Ben's gotta help us find where they came from. He doesn't have time to be a lab rat. Right Ben?
[Ben doesn't respond]
Gwen Tennyson: BEN?
Ben Tennyson: Uh, right... right.
Kevin Levin: Elena and Ben.
Gwen Tennyson: What about them?
Kevin Levin: They're interested in each other. Anybody can see that... But she's going to be a problem.
Gwen Tennyson: Oh?
Kevin Levin: Elena's the type who makes guys think she cares about them. But once they care about her - poof. She's gone. I've seen the type before - lots of times.
[Gwen glares at Kevin]
Kevin Levin: I mean I've heard about them from friends.
Gwen Tennyson: Did you see the face Elena made when Ben mentioned Julie?
Kevin Levin: That's just the way girls are. You gotta take advantage. Play one against the other.
[Gwen glares at Kevin]
Kevin Levin: At least, that's what my friends say.
Gwen Tennyson: Which friends?
Kevin Levin: [Meekly] The ones I don't see anymore.