- Ben Tennyson: You think you're so smart. Is that why you want to go to this stupid school? It's full of nothing but snobs and posers.
- Gwen Tennyson: Bancroft Academy is one of the top schools in the country.
- Ben Tennyson: Yeah, for snobs and posers.
- Gwen Tennyson: Ben, I'm warning you. You'd better not do anything to embarrass me on the tour of the campus.
- Ben Tennyson: Don't get your shorts in a twist. I'll be on my best behavior.
- Gwen Tennyson: Oh, why doesn't that make me feel better?
- Grandpa Max: [watching Ghostfreak fight the Circus Freaks] Something's wrong. I've never seen Ben so vicious!
- Ghostfreak: [as the Omnitrix is about to time out] No! I'm not going back!
- Ben Tennyson: [the Omnitrix times out] Whew! Man, I'm glad to be rid of THAT freak.
- Ghostfreak: Aw, and I thought we were close. So nice to finally meet you face-to-face!
- Ben Tennyson: This... can't be happening. You *can't* be you. *I'm* you!
- Ghostfreak: I was *never* you! An ectoneurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now I can reveal my *true* self!
- Ben Tennyson: Ghostfreak's gotta be in here somewhere.
- Gwen Tennyson: [to Grandpa Max] He's looking for himself?
- Ben Tennyson: He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak.
- Ben Tennyson: [grabbing the sun gun and pointing at Ghostfreak, who's in Gwen's body] Come on out so I can fry your pale butt!
- Ghostfreak: I have another idea. Drop the weapon and I'll meld with you and take over the world!
- Ben Tennyson: Fat chance!
- Ghostfreak: [jumping to the ledge] Then you'd better hope your cousin knows how to fly. It's your choice, hero.
- Ghostfreak: Next sound you hear will be your cousin's screams as she takes a big dive! Ha-ha-ha ha haa!
- [Ben drops the gun]
- Gwen Tennyson: [as Ghostfreak leaves her body] Ahhh-ah-ahh! Ahhhh!
- Ghostfreak: [to the Circus Freaks about Grandpa and Gwen] Eliminate them both!
- Ben Tennyson: We had a deal, you Halloween reject!
- Ghostfreak: You had a deal with *me*, not *them*!
- Ghostfreak: [after Ghostfreak tries to meld with Ben] Together again, just like old...
- [gags then spits out Grey Matter]
- Grey Matter: Ooo-ah! That's enough to make me gag, too.
- Gwen Tennyson: Something tells me I am *so* not getting into Bancroft Academy.
- Ben Tennyson: You don't need this stupid school to prove you're smart. Do you think any of these eggheads could've brought down those circus freaks?
- Gwen Tennyson: [hugging Ben] That's the nicest thing you've ever said to me. Thanks, Ben!
- Ghostfreak: You can't get away from me. Always the hero - what a waste of potential. You want to be helpful? Get me out!
- Ben Tennyson: [discovers the Circus Freaks] You again?
- Thumbskull: It's that kid who took down Zombozo.
- Frightwig: That was a sweet gig working for that clown, and you ruined it! Now it's payback time!
- Ben Tennyson: A little Heatblast action should light a fire under you freaks.
- [transforms into...]
- Ghostfreak: Ghostfreak? I didn't pick you.