Gwen, Ben and others in “Part 1”

Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. It's a wonder that all that weird food didn't kill him.

[notices Gwen's words and angrily snaps] He's not dead! Stop making jokes about him!

[Stops the car, then points sternly at Ben] Don't talk to her like that.

I'll talk to her any way I... [notices Gwen and softens, realizing that Kevin is right] You're right. I'm sorry, Gwen.

I know you're worried about Grandpa.

I just wish he were here. He would know what to do. He always knows what to do.

Well, he ain't. You're the one with the Omnitrix. You're going to have to figure out how to get things done on your own.