User blog:ERBofSmoshery/Ben 10 vs Spider-Man - Epic Rap Battles of History: Season 2 Episode 6

Ten-year-old alien shapeshifter, Ben Tennyson, and Marvel Comics superhero, Spider-Man, rap against each other to see which young hero with mutatated DNA is the better defender of Earth

Cast
Brian Walters as Ben Tennyson

Drake Bell as Spider-Man

Xin Wuku as Spider-Man (stunt double)

Spidermonkey, XLR8, Rath, Four Arms, Heatblast, and Way Big (animations, cameos)

Ten Second Songs as Tarzan (cameo)

EpicLLOYD as Stan Lee (cameo) and Flash Thompson (cameo)

Kimmy Gatewood as Gwen Stacy (cameo)

Mary Doodles as Mary Jane Watson (cameo)

Jenna Marbles as the Black Cat (cameo)

Angela Trimbur as Betty Brant (cameo)

Lyrics=

[Note: Ben Tennyson is in lime, Spider-Man is in red , Rath is in orange , and Spidermonkey is in blue .]

Ben Tennyson:
Hey, what's this guy do? He looks a little funky!

Test Spider-strength: it's a man versus (monkey!)

You need a Fasttrack, I'm XLR8-ing rhymes!

Drop the dial like it's MJ in a play; It's hero time! (Rath!)

Let me tell ya something Peter "Pizza Face" Parker:

I'm no ordinary kid; I've got the Megawhatts to spark ya!

So cower at my power as I kick a mutant butt

And catch his disses 'fore I eat 'em up and spit 'em out like Upchuck!

I'm every shape and size, you're a Wade in Underoos

Doing anti-hero slanting for the the Daily Bugle news!

Got this covered like a symbiote, you're Null Void and basic!

And Richard Parker's out at sea: the Spider-Tiger, face it!

Did Ditto write your plots? Dude, you need an Upgrade!

One part kid, but you're one million aliens outplayed!

And your chances of winning are Teeny-Weeny as Nanomech!

So let's just keep it snappy... pretend it's Gwen's neck!

Spider-Man:
Nice flop! Mr. Tennyson teach you that Plumber flow?

'Cause you're flushed out! I'm wrapping like a swingin' Snare-(Oh!)

I'm in my own right, you're running off of summer ego trips

Now let Porker go Spider-Ham on this reckless little Toepick!

(Thwip!) I'll give your Blitzwolf a taste of Blitzkrieg!

Gonna Frankenstrike you out, but I'm not in your Little League!

(Wooo!) You're boring, running with your fancy little Flik Flak!

Ask Flash: I Sumo Slammer smash dunk on knick-knacks!

The Galvan should've made a rapping mode for all your bland bars!

You weren't even chosen, you're the backup for your grandpa!

I Spider-Sense no danger in this puny has-been

I've got the beautiful women, you got played by Kai Green!

(Ohhh!) Ishiyama told me I should give you some tips:

Ask your cousin how to fight; she mastered your Omnitrix!

I'm the intellectual prodigy to leave you all strung out!

You're a hero for minutes until your watch runs out!

Ben Tennyson:
Let me give you some Feedback: your suits don't suit

'Cause you need the eight legs, dude, count 'em with your re-boots!

You should've left 'em both in the trash to get gone!

Think you're neighborhood friendly, but you belong in Incarcecon!

I'll open up like Ghostfreak to put you on Heatblast

And leave you in scraps like the actors you've cast!

Your protection record's a bigger flop than your play!

So take your radioactive rabies and web-swing away!

Spider-Man:
You're too immature to fight, and you can't Kinet the dots:

Highest grossing movie franchise, and you're battling the mascot!

You J.T. and Cash in on all the monsters in your plot

But you couldn't work the simplest feature your watch has got!

Old news like a Limax, I could break you like a Code!

You're so brainless and careless, you sped up your self destruct mode!

I'll get the Last Laugh when this Zombozo gets clowned!

(Huh!) So babies can't swim... that explains why BEN Drowned!

Ben Tennyson:
I'm the baddest kid to save the day the world has ever seen!

While you're spinning off of Witter's webs and Reilly-cloning Spider Queens!

You wanna talk gross? You killed MJ getting frisky!

That plot arc was a bigger joke than you in the '60s!

Spider-Man:
You can't win every battle, but you're no struggle for me!

You need to hatch some better Digimon, you Ketchum wannabe!

Think you're tough? You got stolen by a middle-aged creep!

I'd Piscciss on your show, but you're already in the Deep!

Ben Tennyson:
(Huh!) Not on my watch, your Spider-Verses are a bore!

Now I see why they remake you 'fore you get to Fearsome Four!

It's a Grudge Match, freakazoid, and you're not fit to fight me!

This Spider bit off Tarzan, now get over here and bite ME!

Spider-Man:
You couldn't level this, your Change of Face doesn't matter!

Can't tackle my Grey Matter with your kid's talk and chatter!

But with great power comes such a great kick up the tooshie!

Even without the Luna Lobo, you're majorly Yenaldooshi!

Ben Tennyson:
Great power? Great jerk! You're ab-Skurd, dude, The Worst!

When it comes to saving Earth there's only one Omniverse!

You can hardly throw a punch, except in New York on a cop!

You could say that I'm the only Ben you won't let get shot!

Couldn't call me out with Spider-Signal, dweeb, I'm not affected!

I wrestled and got respected! You wrestled to get rejected!

Without that Stark spark you'd get dropped like a fly!

Dude, you're only Grey Matter 'cause you've just been downsized!

I came out in a forest fire! You're the worst in the Defenders!

And I'm Back with a Vengeance, unlike you in the Avengers!

Got a-whack-rap-nophobia, so crawl off if you can

Or watch me turn Way Big and squish an incy wincy Spider-Man!

Spider-Man:
Albedo! Let me come and give your clone a tip-off:

You're just the more boring version of the Tim Dean rip-off!

You can try and burn me out, but your briquette couldn't harm me!

I'm Spectacular, so Marvel with your Rusty Bucket army!

My tingling tells me Grandpa goes and leaves you like Electro

And your cousin hooks up with your second most deadly foe!

You should Permanently Retire with Max and his stinky group

I'm fifty-five and counting, you reached nine years and turned to Goop!

(Yeah!) My Venom would consume you like I'm Back in Black Widow

But you couldn't even squish me in your dream world, kiddo!

Not AmpFibbin' you, I'm Overflowing like a Mr. Smoothy!

Ditch the toy, and you'd be deader than your live-action movie! (Ohhh!) Rap Meanings=

Ben Tennyson:
'''Hey, what's this guy do? He looks a little funky!'''

(Whenever Ben discovers a new alien in his Omnitrix he has to figure out what powers the alien has. Ben sarcastically asks what Spider-Man's powers are meant to be and calls him old and musty)

Test Spider-strength: it's a man versus (monkey!)

(Monkeys are known to be extremely vicious fighters, and have as much as twice the strength of a human being. Spidermonkey is one of Ben's Omnitrix aliens who shares the "Spider____" name with Spider-Man. Ben says that if he and Spider-Man were to test their strength, he would clearly come out on top with his Spidermonkey due to Spider-Man being a human)

You need a Fasttrack, I'm XLR8-ing rhymes!

(Fasttrack and XLR8 are two of Ben's Omnitrix aliens who both have the power to run at extreme speeds. A fast track is also a route or method which provides for more rapid results than usual. Ben says Spider-Man needs a fast track to compete with Ben's already quick rhymes)

'''Drop the dial like it's MJ in a play; It's hero time! (Rath!)'''

(Mary Jane Watson, one of Parker's love interests, took up a long-awaited career in acting, but eventually got replaced due to wide criticism. Ben says he will drop, or push down, the Omnitrix dial, which you do when you want to turn into an alien, just like MJ got dropped from acting. "It's hero time!" is one of Ben's catchphrases when he turns into an alien)

Let me tell ya something Peter "Pizza Face" Parker:

(Rath is one of Ben's Omnitrix aliens, who, when angered, usually yells a sentence starting with "Let me tell ya something" followed by the full name of the opponent. Parker had a brief career as a pizza delivery boy in the movie Spider-Man 2, and "Pizza Face" is one of Ben and his cousin Gwen's many nicknames for each other)

I'm no ordinary kid; I've got the Megawhatts to spark ya!

(This references the Ben 10 theme song quote, "Now he's got super powers, he's no ordinary kid". Megawhatts are mischievous little creatures made of electrical energy, and are the species of Ben's Omnitrix alien, Buzzshock. Ben says he has the power to beat Spider-Man in a fight, despite only being a child)

So cower at my power as I kick a mutant butt

(Ben says Spider-Man should be scared of his powers, as he will beat him in a fight)

And catch his disses 'fore I eat 'em up and spit 'em out like Upchuck!

(Upchuck is one of Ben's Omnitrix aliens who uses his four tongues to catch objects, eat them, and then spit them out in explosive balls of liquids. Ben says he will do the same to any diss Spider-Man throws at him)

I'm every shape and size, you're a Wade in Underoos

(This references the Ben 10 theme song quote, "He's slimy, creepy, fast and strong, he's every shape and size". Wade Wilson is the alter-ego of Deadpool, a Marvel antihero who is often mistaken for Spider-Man. Underoos are a brand of underwear for children, and is the name Iron Man calls Spider-Man in a scene in Captain America: Civil War. Ben says that while he can transform into anything he likes, Spider-Man is stuck as a copy of Deadpool, dressed in, what looks like, children's underwear)

Doing anti-hero slanting for the the Daily Bugle news!

(The Daily Bugle is a New York newspaper featured in the Marvel Universe, and is noted for it's anti-superhero slant, especially concerning Spider-Man. Parker took up a career as the photographer for the newspaper, photographing himself as Spider-Man, which, ironically for him, got featured in the newspaper as a warning to New York City, printing Spider-Man as a threat rather than a hero. Coincidentally, Deadpool is known as an antihero)

Got this covered like a symbiote, you're Null Void and basic!

(The Venom symbiote is a sentient alien with a liquid-like form that requires a host to bond with for it's survival. It's first known host was Spider-Man, turning him into a darker, more evil version of himself. The Null Void is an alternate dimension regarded as a prison in the Ben 10 universe, which is used as a pun on the phrase null and void, meaning invalid or ineffective. Ben says that he has this covered, or will win this easily, like a Symbiote covers it's host, as Spider-Man is basic and ineffective)

And Richard Parker's out at sea: the Spider-Tiger, face it!

(Richard Parker is Peter Parker's father, who died along with Parker's mother in a plane crash. Richard Parker is also the name of the tiger featured in Life of Pi, a novel and film based on a shipwreck which leaves a human and a tiger stranded on a boat for 227 days. Ben says that Parker's father's body is probably out at sea like the tiger with the same name was. This is also a reference to a famous Mary Jane Watson quote, "Face it, Tiger... you just hit the jackpot!", said to Parker)

'''Did Ditto write your plots? Dude, you need an Upgrade!'''

(Ditto is one of Ben's Omnitrix aliens who has the ability to create multiple copies of himself. The Spider-Man franchise has been known to tell multiple versions of the same story, specifically Parker's backstory. Upgrade is also one of Ben's Omnitrix aliens. Ben says that Ditto must have written Spider-Man's plots, as they are all the same, and Marvel should upgrade them to make them more interesting)

One part kid, but you're one million aliens outplayed!

(This references the Ben 10 tag line, "One part kid, 10 parts hero!" Ben's Omnitrix has access to over one million different species of alien, which Ben says can outplay Spider-Man anyday)

And your chances of winning are Teeny-Weeny as Nanomech!

(Nanomech is a tiny Omnitrix alien who has an alternate counterpart named Teeny-Weeny. Ben says Spider-Man's chances of winning are as small as Nanomech)

'''So let's just keep it snappy... pretend it's Gwen's neck!'''

(To keep it snappy means to get something over and done with quickly. Gwen Stacy, one of Parker's love interests, died in a comic story arc after Spider-Man's webbings, which were intended to save her after she was thrown off a bridge, accidentally snapped her neck)

Spider-Man:
'''Nice flop! Mr. Tennyson teach you that Plumber flow?'''

(Max Tennyson, Ben's grandfather, is Ben's mentor and an ex-member of the Plumbers, an intergalactic law-enforcement organisation who protect the universe from alien attacks. Spider-Man says that Ben managed to flop out on his verse, then asks if Max taught him how to do that, because...)

Cause you're flushed out! I'm wrapping like a swingin' Snare-(Oh!)'''

(...a plumber is also a person who installs and repairs pipes and fittings of water supplys, such as toilets. Snare-Oh is a mummy alien from Ben's Omnitrix who can extend his bandaged body to great lengths. Spider-Man makes a pun on flushing, which you do to clean out a toilet, by saying that Ben's disses are useless and "flushed out", and then makes a pun on wrapping, saying his rap skills make him look like a web-swinging version of Snare-Oh, as Snare-Oh can wrap people up with ease)

I'm in my own right, you're running off of summer ego trips

(Spider-Man says that while he is a hero as a result of his own efforts and actions, Ben only tries to be a hero to increase his sense of self-importance, or as an ego trip. Ben first discovered the Omnitrix while on summer vacation, which Spider-Man makes a pun on by saying the words summer trips mixed with ego trips)

Now let Porker go Spider-Ham on this reckless little Toepick!

(Peter Porker, alias Spider-Ham, is an anthropomorphic animal parody of Spider-Man. To go ham on someone means to go hard on them with disses. Toepick is one of Ben's Omnitrix aliens who uses his hideous appearance to harm his victims)

(Thwip!) I'll give your Blitzwolf a taste of Blitzkrieg!

(Blitzwolfer is a werewolf alien from the Omnitrix. Blitzkrieg is a Marvel superhero, but also means an intense military campaign intended to bring about a swift victory. Spider-Man links the two "Blitz____" names and says he will swiftly beat Blitzwolfer)

Gonna Frankenstrike you out, but I'm not in your Little League!

(Frankenstrike is a Frankenstein-like alien from the Omnitrix. The Little League team are Ben's hometown baseball team. Spider-Man makes a pun on the baseball term, strikeout, to say he will smash Ben out of the game due to being out of his small league, or way too experienced and good for him, referencing the Little League team)

(Wooo!) You're boring, running with your fancy little Flik Flak!

(Flik Flaks are a cheap Swiss brand of children's watches. Spider-Man makes fun of Ben's Omnitrix by saying it looks like a kid's toy before saying his show is also boring)

Ask Flash: I Sumo Slammer smash dunk on knick-knacks!

(Flash Thompson is Parker's high school bully, who unintentionally challenged Parker to a basketball game in The Amazing Spider-Man, leading to Parker using his new powers to ridicule Flash and perform a slam dunk which smashed the backboard. Sumo Slammers is Ben's favourite franchise which involves many games, cards, shows, etc. Spider-Man says he will slam Ben down in this rap like he did the basketball to Flash)

The Galvan should've made a rapping mode for all your bland bars!

(Azmuth, the creator of the Omnitrix, is a Galvan. The Omnitrix has many different modes such as active mode, recharge mode, and scan mode. Spider-Man says Azmuth should've made a rapping mode so Ben could use it to improve his rapping skills)

You weren't even chosen, you're the backup for your grandpa!

(The Omnitrix was intended for Ben's grandfather, but Ben accidentally received it instead)

I Spider-Sense no danger in this puny has-been

(Spider-Man has Spider-Senses which allow him to detect danger before it occurs. Spider-Man says that Ben is no threat to him, and isn't even relevant anymore)

I've got the beautiful women, you got played by Kai Green!

(Spider-Man has had many different lovers during his lifetime. Kai Green was one of Ben's first crushes, who, after kissing Ben and making him think she liked him, revealed that she was only interested in his Blitzwolfer alien because she wanted to "train and tame him")

(Ohhh!) Ishiyama told me I should give you some tips:

(Ishiyama is a Sumo Slammer Warrior and a hero to Ben)

Ask your cousin how to fight; she mastered your Omnitrix!

(When Ben and Gwen were sucked into a Sumo Slammer Smackdown game, Ishiyama considered Gwen a far greater fighter than Ben. In an alternate timeline where Gwen discovers the Omnitrix, she seems to immediately discover more of the aliens' powers than Ben did and outsmart Ben, despite only having it for less than 5 minutes before her first transformation. Gwen also often serves as a voice of reason for Ben, telling him what is right and wrong when using the Omnitrix)

I'm the intellectual prodigy to leave you all strung out!

(To be strung out means to be nervous or tense, but Spider-Man can also shoot webs and literally string people up. Spider-Man is a young hero with a genius intellect, whereas...)

You're a hero for minutes until your watch runs out!

(...Ben only really proves himself to be heroic while in alien form, meaning that once the Omnitrix runs out of charge, usually up to a maximum of 10-20 minutes after use, he is back to his normal immature self)

Ben Tennyson:
Let me give you some Feedback: your suits don't suit

(Feedback is one of Ben's Omnitrix aliens. Ben gives his opinion on Spider-Man saying that his suits don't suit him, because...)

'Cause you need the eight legs, dude, count 'em with your re-boots!

(...like a real spider would, he should have eight legs instead of two. Spider-Man's story has been known to be rebooted many times unnecessarily, making most of his movies remakes of each other. Ben makes a pun on reboots by saying that Spider-Man should have many legs due to having many boots, or re-boots)

You should've left 'em both in the trash to get gone!

(In one story, Parker throws his Spider-Man suit in a trash can and resigns from his superhero role. Ben says he should've left his rubbish suit and reboots in the trash instead of bringing them back)

Think you're neighborhood friendly, but you belong in Incarcecon!

(Spider-Man refers to himself as "Your Friendly Neighborhood Spider-Man", but ironically, many people in the city see him as a criminal and threat. Incarcecon is a prison planet in the Ben 10 universe which holds some of the worst criminals in the galaxy)

I'll open up like Ghostfreak to put you on Heatblast

(Ghostfreak and Heatblast are both aliens from Ben's Omnitrix. Ghostfreak can remove his outer skin and reveal his tentacles underneath it. Ben says he will open up and unleash his disses, like Ghostfreak opens his body, then put Spider-Man on blast, or beat him and make him look stupid, making a pun on Heatblast)

And leave you in scraps like the actors you've cast!

(Tobey Maguire and Andrew Garfield, two actors who played the role of Spider-Man in his movies, both ended up being scrapped from their roles. Maguire due to the scrapping of Spider-Man 4 and the need of a younger actor, and Garfield due to being fired for not attending a big event held by Sony. Ben says his raps will leave Spider-Man in a mess, or in scraps, like his actors when they were, literally, in the scraps)

Your protection record's a bigger flop than your play!

(Spider-Man is a superhero, but he has claimed the lives of many people in his attempts to save the city, especially his loved ones. Spider-Man: Turn Off the Dark is a Spider-Man musical that gained notoriety for its production troubles and negative preview reviews. Ben says Spider-Man's play was worse than his protection history)

So take your radioactive rabies and web-swing away!

(Parker gained his superpowers after being bitten by a radioactive spider. Rabies is a disease that is usually transferred through wild animal bites. Although spiders can't actually give you rabies, Ben jokes about how the wild spider probably gave Parker lots of diseases, which he should now take away from Ben and use his powers to swing away with them instead)

Spider-Man:
You're too immature to fight, and you can't Kinet the dots:

(Ben is very immature and childish. Kinet is the home planet of the Kinecelerans, XLR8's species, but Spider-Man uses it as a pun to say Ben can't connect the dots, or associate one idea with another to come up with the "big picture", which is...)

Highest grossing movie franchise, and you're battling the mascot!

(...that Spider-Man is seen as a mascot of Marvel, the highest grossing movie franchise with a worldwide gross of $9,060,537,598)

You J.T. and Cash in on all the monsters in your plot

(J.T. and Cash are Ben's school bullies. To cash in on something means to take advantage of it or exploit it. Spider-Man says Ben simply takes advantage of his aliens instead of using them for the right thing)

But you couldn't work the simplest feature your watch has got!

(Despite him taking advantage of his powers, Ben still can't work the Omnitrix very well, as he often chooses one alien and turns into another)

Old news like a Limax, I could break you like a Code!

(The Limax are an alien species who tried to infiltrate a retirement community in one episode of Ben 10. Spider-Man says Ben is old news, or not relevant anymore, like the Limax when they took the form of the elderly residents, and that he could break him like his comic broke the Comics Code, an alternative to government regulation to allow the comic publishers to self-regulate the content of comic books in the US)

You're so brainless and careless, you sped up your self destruct mode!

(In the movie, Ben 10: Secret of the Omnitrix, Ben's Omnitrix activated its self-destruct mode which could blow up the whole universe if it was detonated, but Ben kept speeding up the detonation timer due to his repeated action of transforming into his aliens)

I'll get the Last Laugh when this Zombozo gets clowned!

(Zombozo is a clown enemy of Ben's who was first seen in the episode, Last Laugh. Spider-Man calls Ben a joke, and says that he will be the one laughing when Ben gets ridiculed)

'''(Huh!) So babies can't swim... that explains why BEN Drowned!'''

("Huh, so babies CAN'T swim..." is an Internet meme showing Spider-Man looking into a rippled, bubbling area of water. BEN Drowned is a well-known creepypasta based on Link from The Legend of Zelda. Spider-Man calls Ben a baby then comes to the conclusion that his "drowning", or defeat, in this battle is due to his infancy)

Ben Tennyson:
I'm the baddest kid to save the day the world has ever seen!

(This references the Ben 10 theme song quote, "'Cause he's the baddest kid to ever save the day". Ben says that he is the best heroic child that the world has ever seen)

While you're spinning off of Witter's webs and Reilly-cloning Spider Queens!

(Charlotte Witter is the alter-ego of Spider-Woman, a Marvel villain, and the Spider Queen is an old Marvel hero. Ben references the spinning of a spider's web by saying that Spider-Man is simply a spin-off of Spider-Woman, then calls him a clone of the Spider Queen, who came out 21 years before him. Ben Reilly is a clone and ally of Parker and Spider-Man)

'''You wanna talk gross? You killed MJ getting frisky!'''

(Ben references Spider-Man's joke about him being in the highest grossing movie franchise, but instead uses gross as a term to explain how Mary Jane Watson's cause of death, prolonged exposure to Parker's radioactive semen, was disgusting)

That plot arc was a bigger joke than you in the '60s!

(The 1960s Spider-Man has been revived in the form of hundreds of different Internet memes that have now become famous. Ben says Watson's death was a bigger joke than the 1960s Spider-Man is now, also calling Spider-Man's 1960s show bad)

Spider-Man:
You can't win every battle, but you're no struggle for me!

(Spider-Man references his famous quote, "No one can win every battle, but no man should fall without a struggle!" Spider-Man contradicts this by saying that he will beat Ben without a struggle)

You need to hatch some better Digimon, you Ketchum wannabe!

(Ash Ketchum is the main child protagonist of the Pokémon anime who travels round collecting Pokémon creatures to fight his battles with. In the original Ben 10 series, Ben is ten years old, like Ash, and travels round collecting new alien forms and using them to fight in a similar way to Ash. Digimon is a Japanese franchise of virtual creatures that you hatch. Spider-Man says that Ben is just trying to be Ash, and needs to hatch some better Digimon, or aliens, as Digimon is also seen as a wannabe Pokémon)

'''Think you're tough? You got stolen by a middle-aged creep!'''

(In one episode of Ben 10, Grey Matter, one of Ben's smallest Omnitrix aliens, gets kidnapped by an alien enthusiast at a children's water park. Spider-Man says that Ben can't call himself tough if he gets stolen and used as an artifact by a middle-aged man)

I'd Piscciss on your show, but you're already in the Deep!

(Piscciss is an aquatic planet and home to Ripjaws, one of Ben's fish-like Omnitrix aliens. Deep is an episode of Ben 10: Ultimate Alien, and to be in the deep means to be a long way down from someone or something. Spider-Man makes a pun on Piscciss, saying he would piss on Ben's series, but it's already a failure and a long way down in quality anyway)

Ben Tennyson:
(Huh!) Not on my watch, your Spider-Verses are a bore!

(Not on my watch is a phrase meaning someone will not allow you to do something, but watch also refers to Ben's Omnitrix. Spider-Verse is comic storyline featuring Spider-Man, and Ben uses it as a reference to Spider-Man's rap verse, saying it was boring, following up into the next line)

Now I see why they remake you 'fore you get to Fearsome Four!

(Spider-Man's movies have all been remade before the fourth instalment. Spider-Man has just finished his third verse, so Ben sees why he gets remade before instalment, or verse, number four. The Fearsome Four is a Marvel supervillain group, and Ben says that Spider-Man's fourth verse and instalment are going to be fearfully bad)

It's a Grudge Match, freakazoid, and you're not fit to fight me!

(Grudge Match is an episode of Ben 10, but also means a match between two people who personally dislike each other due to previous circumstances. Freakazoid is an insult used by Ben in the series. Ben says Spider-Man isn't worthy of battling him)

This Spider bit off Tarzan, now get over here and bite ME!

(Tarzan is an orphaned fictional character who was raised in the jungle and now has developed abilities such as skilful climbing, leaping, and swinging, very similar to Spider-Man. Ben references how Spider-Man was bitten by a spider by saying that Spider-Man has now bit off, or copied, Tarzan. Bite me is a phrase used when someone is annoyed and wants to be challenged)

Spider-Man:
You couldn't level this, your Change of Face doesn't matter!

(Change of Face is an episode of Ben 10. Spider-Man says that Ben's aliens have no effect on him as they still can't level up to his standards)

Can't tackle my Grey Matter with your kid's talk and chatter!

(Grey matter refers to one's brain power, but is also an Omnitrix alien mentioned earlier. Spider-Man says that a child like Ben can't fight with his genius intellect)

But with great power comes such a great kick up the tooshie!

(This references the famous quote from Uncle Ben, Parker's uncle, "With great power comes great responsibility". Spider-Man says that with great power such as his, opponents like Ben would get a great kick up the butt, or a great beating)

Even without the Luna Lobo, you're majorly Yenaldooshi!

(Luna Lobo is a moon from where the Loboan werewolves, such as the Yenaldooshi and Ben's Blitzwolfer, originate. Spider-Man makes a pun, saying that even without his werewolf, Ben is still extremely Yenaldooshi, or douchey, meaning a jerk)

Ben Tennyson:
'''Great power? Great jerk! You're ab-Skurd, dude, The Worst!'''

(Ben refers back to Spider-Man's power quote, mocking him by saying that he hasn't got great power, he's just a great jerk. Skurd and The Worst are two of Ben's Omnitrix aliens, but Ben says that Spider-Man is absurd and the worst hero ever)

When it comes to saving Earth there's only one Omniverse!

(Ben 10: Omniverse is a more recent Ben 10 series, but the Omniverse also refers to everything in the universe ever mentioned, such as in Marvel, DC, Image Comics, etc. Ben says that his Omniverse is the one that people turn to when the Earth needs saving)

You can hardly throw a punch, except in New York on a cop!

(In many Spider-Man episodes or movies, Spider-Man never actually punches anyone in a fight. In 2014, there was an incident in New York City where a panhandler dressed as Spider-Man repeatedly punched a cop. Ben says that Spider-Man can hardly throw a punch, or put up a good fight, also literally meaning he hardly punches)

You could say that I'm the only Ben you won't let get shot!

(Uncle Ben died after being shot by a robber who Spider-Man had previously opted to let go instead of catching him. Ben says that he is the only Ben who Spider-Man can't seem to shoot, or defeat)

Couldn't call me out with Spider-Signal, dweeb, I'm not effected!

(Spider-Man's Spider-Signal is a powerful light used to announce his arrival to criminals. Mobile signal is used to make a phone call on a mobile device. Ben says that Spider-Man couldn't call him out, meaning diss him, but also referencing a phone call, even if he had Spider-Signal. Dweeb is a popular insult used by Ben and Gwen)

'''I wrestled and got respected! You wrestled to get rejected!'''

(In one episode of Ben 10, Ben uses Four Arms to enter a wrestling competition, winning $10,000. In the movie, Spider-Man, Parker enters a wrestling competition to win money for a car to impress Mary Jane, but ends up receiving only $100 of his $3,000 prize, and also gets dumped and rejected in a proposal to Mary Jane)

Without that Stark spark you'd get dropped like a fly!

(Tony Stark, alias Iron Man, becomes Spider-Man's mentor starting in Captain America: Civil War. Dropping like flies is a phrase referring to a group of people dropping out or dying in great numbers, but spiders are also known to eat flies. Ben says that without Tony Stark, Spider-Man wouldn't be used anymore, as he greatly relies on him now due to Parker now being portrayed as a younger, less experienced high school student)

Dude, you're only Grey Matter 'cause you've just been downsized!

(Ben refers back to Spider-Man's grey matter joke, saying that he isn't smart, and the only think about him that resembles grey matter is his size in this battle, as Grey Matter is a tiny alien)

'''I came out in a forest fire! You're the worst in the Defenders!'''

(When Ben first discovered the Omnitrix, he turned into Heatblast and caused a forest fire. Ben uses this to say that he came out in this battle with fiery raps like he did with Heatblast. The Defenders are a superhero group composed of heroes generally seen as "outsiders", with Spider-Man joining them in one incarnation)

And I'm Back with a Vengeance, unlike you in the Avengers!

(Back with a Vengeance is a Ben 10 episode, but also means to come back with determination and eagerness. Spider-Man is part of the superhero group, the Avengers, but now isn't featured in any of their movies and is generally missing in everything they do)

Got a-whack-rap-nophobia, so crawl off if you can

(Ben says he has "a-whack-rap-nophobia", making a pun on arachnophobia, the fear of spiders, to say that Spider-Man's whack raps are so bad they are scary)

Or watch me turn Way Big and squish an incy wincy Spider-Man!

(Way Big is a gigantic alien in Ben's Omnitrix, and incy wincy spider is a popular nursery rhyme. Ben says that if Spider-Man doesn't crawl away fast enough, he will end up getting squished like a spider due to Way Big's immense height)

Spider-Man:
'''Albedo! Let me come and give your clone a tip-off:'''

(Albedo is an evil clone of Ben first seen in Ben 10: Alien Force. Spider-Man instead calls Albedo the original and better copy of Ben. Spider-Man comes to give Ben a piece of his mind)

You're just the more boring version of the Tim Dean rip-off!

(Tim Dean is a character from Ben 10 who created "Super Alien Hero Buddies", a children's show featuring three characters who are identical to three of Ben's aliens. Spider-Man calls Dean's rip-off show superior to Ben's original show)

You can try and burn me out, but your briquette couldn't harm me!

(Heatblast is often referred to as a briquette. Spider-Man says that however hard he tries, Ben's Heatblast couldn't harm him in any way)

I'm Spectacular, so Marvel with your Rusty Bucket army!

(The Spectacular Spider-Man" is an animated television series, Marvel Studios is the creator of Spider-Man, and the Rust Bucket is the name of Max's high-tech RV in the Ben 10 series. Spider-Man says Ben and his rusty, old group should marvel, or stare with astonishment, at his fame)''

My tingling tells me Grandpa goes and leaves you like Electro

("My Spider-Sense is tingling" is a famous quote associated with the Spider-Man series, said when Spider-Man is alerted of danger. In Ben 10: Alien Force, Grandpa Max mysteriously goes missing for most of the series. Electro is a Spider-Man villain who was ignored and walked upon by everybody in his human life. Spider-Man warns Ben that his mentor will soon ditch him)

And your cousin hooks up with your second most deadly foe!

(Also in Ben 10: Alien Force, Gwen becomes the girlfriend of Kevin 11, one of Ben's most deadly enemies in the original Ben 10 series)

You should Permanently Retire with Max and his stinky group

(Permanent Retirement is a Ben 10 episode. Max is a retired Plumber, so Spider-Man says Ben should retire from his series like Max did from his group)

I'm fifty-five and counting, you reached nine years and turned to Goop!

(Spider-Man has been around for fifty-five years, and is still continuing to live on with lots of fame. Ben 10: Omniverse was seen as a massive decrease in quality from the previous Ben 10 instalments. Goop is an alien resembling a humanoid pile of goo from Ben's Omnitrix, so Spider-Man describes Omniverse as a complete pile of mess just like Goop is)

(Yeah!) My Venom would consume you like I'm Back in Black Widow

(Spider-Man: Back in Black is a storyline featuring Spider-Man wearing his black Venom symbiote suit. Black Widow is a Marvel superhero, but it is also a species of extremely venomous spider. Spider-Man says his venomous disses will consume Ben like his symbiote does, just like he is a black widow spider)

But you couldn't even squish me in your dream world, kiddo!

(Spider-Man says that despite being a black widow, as mentioned in the previous line, Ben couldn't even dream of squishing him like a spider. The dream world is a world made by Enoch, one of Ben's enemies, so he could remove the Omnitrix without Ben finding out)

Not AmpFibbin' you, I'm Overflowing like a Mr. Smoothy!

(AmpFibian and Overflow are two of Ben's Omnitrix aliens. Mr. Smoothy is a restaurant that serves mostly smoothies, and Ben is a frequent customer. Spider-Man says that he isn't joking, or fibbing, when he says his flow is thick and overflowing like a smoothie)

'''Ditch the toy, and you'd be deader than your live-action movie! (Ohhh!)'''

(Without the Omnitrix, Ben would be left helpless and worthless. Ben 10: Race Against Time is a 2007 live-action Ben 10 movie. Spider-Man says that Ben's film's fame is dead, making a contrasting pun on live-action)

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