In the scene where the Bladebreakers (except Kai) are at the restaurant, when Tyson is having the indigestive stomach contractions, everyone stares at him then Ray says to Tyson, "What is it?" When Ray says this, Max's lips move.
Tyson: Bed! Perfect for a pillow fort!
[Kai grabs Tyson in the back of his shirt]
Kai: Will you learn to grow up? This isn't playtime remember?
Tyson: Why don't you try smiling, Kai? Or are you just afraid your face might crack?
Kai: Wha?
Tyson: Yeah! I hereby name this bed Fort Naptime!
Max: You're such a wet blanket. You should loosen up and have some fun. Tyson's got the right idea.
Kai: Hn. Why did I ever come here? I'm no babysitter.
[Max is giggling in background]
Tyson: Wah! Wah! Could you get us some soda and chocolate bars and then could you read us a story please?
Kai: Buncha wise guys.