List of Ben 10 characters

This is a list of characters in the Ben 10 franchise, including the original American animated television series Ben 10 and its two sequels, Ben 10: Alien Force and Ben 10: Ultimate Alien.

Main

Ben Tennyson

• Tara Strong - Ben 10
• Yuri Lowenthal - Ben 10: Alien Force and Ben 10: Ultimate Alien
• Graham Phillips - Ben 10: Race Against Time
• Ryan Kelley - Ben 10: Alien Swarm

Benjamin Kirby "Ben" Tennyson, also known as Ben 10, is the main protagonist of the series. When he is 10-years old (15 in Alien Force, 16 in Ultimate Alien), he unintentionally gets a powerful watch-like alien device, the Omnitrix, which latches onto his wrist, giving him the incredible power and ability to transform into ten (later more) super-powered aliens. Unable to remove or destroy it, he uses his new powers and abilities to become a superhero, dealing with both aliens and earth threats, while trying to escape the alien warlord Vilgax, who pursue him relentlessly in order to retrieve the Omnitrix.

For most of the series, Ben is portrayed as an immature, sometimes cocky boy. He tempers his immaturity in the five-year sequel "Ben 10: Alien Force" due to Max's disappearance and the threat of the High-Breed Invasion, but tends to relax and turn a little back to his original self in the third season. He also had a complex love-hate relationship with his ten-year-old cousin Gwen in the original show.

Despite his immaturity, Ben is good-hearted, and his actions are motivated above all by a strong and sincere will to help other people. He will stop at nothing to protect his family or anyone in danger. Sometimes, his idealistic nature tends to make him act naive.

Though often said by many other characters to be quite unintelligent, Ben actually proves to be resourceful and cunning when needed, which saved him from many situations, even utilizing martial arts taught by Gwen, especially when the Omnitrix cannot activate or doesn't provide him with the form he originally wanted. When he toned down his immaturity in the two first seasons of Alien Force, he proved to be a capable leader for his team. Although, after his success at saving the universe from the High-Breed invasion, his overconfidence caused him to revert to his immature personality.

Ben, like his two cousins Gwen and Ken, his dad Carl, and his uncle Frank, is of anodite heritage, though he doesn't have his Grandmother's spark like Gwen. He still has her spirit and may have obtained some unique abilities from her after all. An example of this is when his watch is out of power and Ben is in danger.

In the two-part series finale of the five-year sequel "Ben 10: Alien Force", Ben lost the Omnitrix to Vilgax, and was later forced to sacrifice it by ordering it to self-destruct. He then successfully took from his evil twin Albedo the Ultimatrix, a more advanced version of the Omnitrix.. In addition to the original Omnitrix shapeshifting powers, the Ultimatrix gives Ben the power to make his aliens evolve into more powerful forms, called "Ultimate".

In Alien Swarm, Ben receives a new car for his 16th birthday from Kevin. Kevin says that he would keep it since Ben destroyed his own with Humongousaur, but Ben threatened to throw the new one if he couldn't keep it. Ben will be using his car, titled the DX Mark 10,( shown as a Mazda RX-8 in Alien Swarm), in the Ultimate Alien series.

Gwen Tennyson

• Meagan Smith - Ben 10
• Ashley Johnson - Ben 10: Alien Force and Ben 10: Ultimate Alien
• Haley Ramm - Ben 10: Race Against Time
• Galadriel Stineman - Ben 10: Alien Swarm

Gwendolyn "Gwen" Tennyson is Ben's 10-year old cousin(15 in Alien Force, 16 in Ultimate Alien [the two share the same birthday]). and is now dating Kevin Levin.

In the original series, Gwen shares a love-hate relationship with Ben, insulting him with dry wit and sarcasm most of the time, in part due to their shared birthday." She uses her laptop to research any strange people and/or creatures they might come across,, is a capable gymnast, and has had some training in martial arts. She has also shown an almost innate skill in using various complicated devices or objects, such as in the "What If?" episode "Gwen 10", when Gwen gained the Omnitrix instead of Ben and proved to be far more adept in its use than he initially was.

Overall, her most notable skill is her innate, if latent, power and ability at magic. Having within her what Charmcaster calls a magical aura (which is bright blue in the original series and pink in Alien Force), Gwen is capable of using various magical artifacts, charms, talismans, spell books and spells. When using the magical, luck-giving Charm of Bezel, she was able to activate it instinctively, whereas Hex did or could not. Later on, when she takes and uses his staff, she was able to make it fire an energy blast. According to Charmcaster, only someone of Hex's skill should have that power and ability.. In "Ben 10:Alien Force", her magical powers and abilities have greatly strengthened and increased to innumerable levels, and she is easily able to control and manipulate pure pink glowing energy from her magical aura to create energy blasts, shields and other structures, like hammers, protective helmets and safety nets. It's also revealed that her grandmother Verdona was an energy being known as an Anodite from the distant planet Anodyne, a free-spirited alien species who possess the exceedingly strong and powerful ability to manipulate and control life energy most commonly known as mana, the very source of magic itself, such explaining Gwen's unusual affinity with magic. Gwen is also able to take on an Anodite energy form like her grandmother, but only did so once out of anger. She was also almost tempted to give up her humanity for all that power until Kevin talked her out of it.

On two occasions, Gwen has the Charms of Bezel to become a superhero by the name of Lucky Girl. At first, her ability drew from the luck-granting Charm of Bezel, which innately gave her complete perfect luck. While wearing the charm, any action she took would result in a Rube Goldberg-style chain reaction benefiting her original intent, but usually injuring Ben in the process. She later brought back her superhero identity after obtaining the Keystone of Bezel, which greatly increased and strengthened her natural abilities to superhuman levels rather than just affecting her luck. Both times, Gwen was forced to retire when the Charms of Bezel were destroyed. However, in a possible future, she goes to the dimension of Bezel to receive a new set of charms.

Grandpa Max Tennyson

• Paul Eiding - Ben 10, Ben 10: Alien Force, Ben 10: Ultimate Alien
• Lee Majors - Ben 10: Race Against Time
• Barry Corbin - Ben 10: Alien Swarm

Grandpa Maxwell "Max" Tennyson is the 60-year old (65 in Alien Force, 66 in Ultimate Alien), rather overweight and a bit slow at times, paternal grandfather of the cousins Ben and Gwen Tennyson. Despite his age, Max has shown on multiple occasions to be highly athletic and a formidable fighter. He takes his grandson gaining superpowers in stride and supports Ben in any way he can. Max was once in the Army, had been in the astronaut program, and was a "plumber" (see next paragraph) and has been through his share of scrapes. Ben and Gwen were ignorant of this at first, believing him to have been a literal plumber. They began questioning this after several incidents in which he displayed knowledge and skills that a plumber would not normally have; everything from military-style hand signals to a working knowledge of nuclear reactors. Throughout the first season, it seems that Max knows far more about aliens than he lets on, which climaxes in the season finale, where it is revealed that he and Vilgax are old enemies, with Vilgax even going so far as to call Max "a thorn in his side."

In reality, Max was indeed a plumber, but not the kind that Ben and Gwen thought he was. He was part of an interstellar policing counter-terrorist/black-ops organization called "The Plumbers," which dealt with extraterrestrial, paranormal, and other situations that many others could not handle. Their base was beneath Mount Rushmore. The group was disbanded shortly after Max defeated Vilgax for the first time, suggesting that Vilgax had been largely responsible for the various incidents they dealt with. Max was to have been among the candidates eligible for the Apollo 11 mission, and would have gone were it not for other concerns.

Max is an old friend of an alien named Xylene. Xylene, like all the other three eyed aliens of her planet, has the ability of telekinesis. She had intended to send the Omnitrix to Max, but Ben found it by accident. Max and Xylene seem to have been romantically involved and work well as a team. Xylene tries to convince Max to form a partnership and travel across the galaxy with her, but Max eventually turns her down twice: the first time due to his duties as a Plumber, and the second time due to his need to look after the kids.

He also had a romantic relationship with an anodite name Verdona. They ended up having two kids. Carl Tennyson (Ben's dad) and Frank Tennyson (Gwen and Ken's dad).

Kevin E. Levin

• Michael Reisz - "Kevin 11"
• Charlie Schlatter - Ben 10
• Dee Bradley Baker - "Perfect Day"
• Greg Cipes in Ben 10: Alien Force and Ben 10: Ultimate Alien
• Nathan Keyes in Ben 10: Alien Swarm

Kevin Ethan Levin is an 11-year-old (16 in Alien Force, 17 in Ultimate Alien) Osmosian/Human half-breed with the ability to absorb any type of energy and release it at will. Although he seems only able to release electricity initially, in Alien Force, he was able to absorb matter. The electrical energy can be used to activate or overload various machines and can also be used to make energy blasts; however, it will gradually deplete overtime or through excess use, requiring Kevin to recharge from a reliable power source (such as streetlamps). The energy absorbed from matter can be used to form a layer of this matter on his body to protect himself and give him super-strength. When absorbing energy from the Omnitrix's aliens, he becomes an incomplete, but effective, version of that alien, but if he absorbs enough, he can fully copy Ben's powers, however he can't control it and will mutate into a fusion of the Omnitrix aliens. His Osmosian blood was inherited from his father, who was a Plumber and one of Max's partners. Unfortunately, he was killed in a mission by a vicious alien criminal called Ragnarok. Devastated by his father's death, he ran away from home and lived on the streets as a super-powered pickpocket.

Kevin is portrayed as a villain in the first show, seeking revenge on Ben after absorption from the Omnitrix caused him to be turned into a monstrous hybrid of the Omnitrix aliens. However, he is cured of his mutation and reformed by the time of Ben 10 Alien Force, and he rejoins society and reconciles with his family. His involvement during the High-Breed invasion also causes him to team up with Ben and Gwen, leading him to reconcile with Ben, and become one of the main characters.

Kevin is a cynical rebel. Even in Alien Force, he keeps contact with criminals such as Argit, and once even went back to weapon trade. He has difficulty forgiving others, and his villainous role in the original series was mostly due to his rancorous toward Ben. He also leaves Ragnarok to his death, even though according to the alien, his father would not have done so. However, he feels proud of his father, and aspires to become a Plumber like him. He becomes mutated into a being made up of various materials as a result of another blast of Omnitrix energy, gaining the power to turn his limbs into weapons and stretch them. When the Omnitrix is destroyed, Kevin reverts back to normal and he and Gwen share their first kiss.

Julie Yamamoto

Julie Yamamoto (voiced by Vyvan Pham) is introduced in Ben 10: Alien Force as Ben's love interest, who eventually becomes his girlfriend.

Her first appearance is in the first episode, where Julie congratulates Ben on his soccer win, sparking Ben's feelings. Julie later plays a bigger role when Ben manages to ask her out on a date (with help from Gwen). Their romantic evening at the pier is interrupted by Ship, who kidnaps Julie to get Ben to help him. Ben then reveals his secret to Julie during the rescue attempt. Afterwards, she became Ship's guardian, treating him as if he was a normal dog. Julie is quite accepting of Ben's Omnitrix-fueled exploits, except for one that embarrassed her at her tennis match and resulted in a short fallout with Ben. Besides being good at tennis, she is also good in school and tutors Ben. In some cases, she can use her connection with Ship to help Ben from within a suit of armor made of Ship itself.

In Ben 10: Ultimate alien, Julie showed more interest in Ben, as she kissed him on the cheek to give him courage to enter the school after everyone knew his secret.

Supporting

Cash and JT

Cash and JT are recurring bullies from Ben's school. Cash Murray (voiced by Dee Bradley Baker in "Ben 10," Matt Levin in "Ben 10: Alien Force") is taller and has darker skin, JT (voiced by Adam Wylie in "Ben 10," Scott Menville in "Ben 10: Alien Force" and "Ben 10: Ultimate Alien," Yuri Lowenthal in the episode "Ben 10 Returns") is short and wears glasses. They are modeled after series producers Sam Register and Tramm Wigzell.

In Ben 10: Alien Force, Cash and JT found an alien tech gauntlet in Kevin's car that shot lasers. While taking turns using the Gauntlet, Cash becomes addicted to the weapon's power, and attacked JT when he tried to take it from him. After beating Kevin and declaring himself the "coolest guy in the neighborhood" Cash challenged Ben to a one-on-one battle. With JT's support, Cash realized that the armor was controlling him, and broke free of the it.

Tetrax Shard

Tetrax Shard (voiced by Dave Fennoy) (dubbed "Hoverboard" in his first appearance for his trademark flying device) is a Petrosapien mercenary. Coincidentally or otherwise, he also happens to be one of the types of aliens in Ben's Omnitrix. He has nearly impenetrable gray and black armor, a black helmet with a small, green triangle (presumably for sight) on it, and carries a large rifle. His Petrosapien physiology can manifest through the armor, allowing him to use his powers without removing it.
Tetrax was originally a selfish bounty hunter until he accepted the job to steal his people's sacred crystal and deliver it to Vilgax. After the galactic warlord used it to destroy his homeworld Petropia, Tetrax felt guilty, and became concerned about who he worked for, and started trying to be sure Vilgax would not get other weapons of mass destruction(such as the Omnitrix).

Tetrax was hired by Vilgax with Kraab and Sixsix to take the Omnitrix from Ben. However, it's soon revealed he's actually working for another unnamed force that wants him to assure Vilgax doesn't get the Omnitrix. When he initially meets Ben, he criticises his lack of strategy, and tries to take him with him in order to deliver the Omnitrix to his true hirer. When Kraab and Sixsix then choose to team up against Tetrax, Ben is able to use strategy to defeat the two of them, causing the Petrosapien to agree to let him stay on Earth, since the Omnitrix is in good hands.

Tetrax comes back in The Secret of The Omnitrix, where he helps Ben and Gwen travel in space to find Azmuth so he can disable the Omnitrix's self-destruct mode.

In Ben 10: Alien Force Tetrax discovers the Petrosapien Crystal was actually a backup for his planet and his people, containing all their memory and DNA. Learning this, he stole it from Vilgax and freed Sugilite, Chromastone's genetic donor, from the Omnitrix, so he could use the crystal to bring back Petropia. Despite Vilgax almost killing Sugilite, the planet is brought back thanks to Ben.

Lieutenant Steel

Lieutenant Steel (voiced by Michael Gough) first appears in the episode "Framed" depicted as a ruthless, authoritative and down right scary Lieutenant and leader of S.A.C.T. (Special Alien Capture Team). During his first encounter with Ben, he states that he had been tracking Kevin's alien forms (as he had been using them in a cross nation crime spree to frame Ben) and states that he works for Area 51, and he mistakes Ben for one of these aliens. Were it not for the Omnitrix timing out, Ben would have been taken to Area 51. Lieutenant Steel, however, spots Ben as Wildmutt leaping out of the Rust Bucket to fight Kevin. After Steel discovers the connection, he is prompted to confront the Tennysons and demands that they tell him everything they know about the aliens. However, this would have to wait as Kevin as Diamondhead was attacking the Golden Gate Bridge. Ben arrived at the Bridge to discover that Steel had been badly beaten up. After a short fight in which Kevin reverted to human, Ben attempted to walk away. But Kevin's rage triggered a final transformation turning him into a amalgam of Ben's aliens. After another short fight in which Kevin quickly gained the upper hand, Steel ordered his men to blast Kevin off the bridge and let Ben as Fourarms go. He had one final talk with the Tennyson's in which he told them to be careful.

The Galactic Enforcers

The Galactic Enforcers are a group of super heroes Ben first encountered in their titular episode.

In the episode "Ben 10,000", set 20 years into the future, Ben's otherwise perfect patrol route left them out of a job and they were forced to clean up after Ben, bringing the criminals he captured to the authorities. Near the end of the episode, Ben lets them deal with the Neuvo Circus Freaks while he attends Grandpa Max's birthday party.

They appear briefly in the beginning of the third season episode "The Vengeance of Vilgax". Synaptak and Tini were quickly defeated by Vilgax but Vilgax only absorbed Ultimos' power. Afterwards, it's unknown what became of them.

Ultimos

Ultimos (voiced by Tom Kane in "Ben 10," Jeff Bennett in "Ben 10: Alien Force") is from Specimen Prime and leader of the trio. He has Superman-like powers complete with flight, super strength, and heat vision. Upon arriving on Earth, with Ben's help, he and his team managed to quickly capture Sixsix and Vulkanus but the two escaped due to an argument between Ben and Ultimo on how to bring the villains in (Ultimos' by-the-book peaceful tactic compared to Ben's beat down tactic) but he still made Ben an honorary associate. It is shown that he has a dangerous reaction to chocolate, effectively his Kryptonite. Synaptak identified it as a common poison across the galaxy but Ultimos was still quickly able to recover. Despite his by-the-book personality, he's shown to like Ben's approach to fighting, stating that it makes him feel free.

Synaptak

Synaptak (voiced by Greg Ellis) is a floating telekinetic brain in a jar with a computerized face and tentacles. Effectively the brain of the group, he's shown to have an enormous crush on fellow member Tini, showing great jealousy over Tini's crush on Ben, which Ben easily managed to take advantage of, saving both his new teammates and his family from a rock slide. At the end of the episode, the two hook up.

Tini

Tini (voiced by Vanessa Marshall in "Ben 10," Juliet Landau in "Ben 10: Alien Force") is a Tetramand (same species as Fourarms) and easily the strongest of the three, complete with all of Fourarms' powers but with better control over them. Upon arriving on Earth, she immediately met Ben as Fourarms and developed a crush on him and throughout the episode, tried to encourage him to turn back into Fourarms much to Ben's dismay. She was not aware of Synaptak's crush on her until Ben manipulated him into using his telekinetic powers to hold back a land slide, and at the end of the episode the two (Synaptak and Tini) hooked up.

Myaxx

Myaxx (voiced by Vanessa Marshall in the TV movie, Vyvan Pham in the second series) is a female Chimera Sui Genris who was Azmuth's assistant. She helped him in the creation of the Omnitrix, collecting several DNA samples, including the ones for Wildvine and Ghostfreak. However, since Azmuth didn't give her the credit she deserved, she left a genetic signature in the Omnitrix overwriting his, and walked away. Ironically, despite being a good fighter as well as the same species as one of the most dangerous Warlords in the Universe, she's quite a coward who doesn't like fighting and would rather try to walk away or escape if she has the chance.

In "Ben 10: Secret of the Omnitrix," Ben, Gwen and Tetrax finds her in the Prison Satellite Incarceron. Ben confuses her with Vilgax and attacks her as Upchuck. After the confusion is cleared, Myaxx tells the group that she's the creator of the Omnitrix so they can get her out of prison, but is forced to tell them the truth once they escaped. She still agrees to show them where Azmuth is, as well as putting a device on the Omnitrix to slow the self-destruct mode. When Vilgax comes to Xenon(where Azmuth is), Myaxx helps Tetrax and Ben despite her cowardice, to fight Vilgax's minions. After Ben defeats Vilgax, Azmuth offers for her to be his assistant again. Though he admits he won't be able to treat her better than before, she agrees, preferring to be his assistant rather than go back to Incarceron

When Myaxx appears Ben 10: Alien Force, her look is completely changed, giving her a more feminine appearance, red armor and pink eyes. Dwayne McDuffie revealed on his blog that she hadn't stayed with Azmuth the entire time, having gone to attend to personal matters.

Azmuth

Azmuth (voiced by Robert David Hall in the TV movie, Jeff Bennett in the second series) is the genius and pessimistic Galvan creator of the Omnitrix, (and later the Ultimatrix). He originally created the Omnitrix to help people of the galaxy to better understand each other, and also as an alien version of Noah's Ark to preserve the DNA of over one million species, but was disgusted when some people (particularly Vilgax) considered it to be a weapon. He built numerous security systems into the device, which is why Ben had some problems using the Omnitrix, including a self destruct function that would destroy the entire universe. He is an extremely intelligent being, even as far as Galvan go.

When the Omnitrix's self destruction mode activates, Ben, Gwen, and Tetrax look for him in the hopes he will deactivate it. When they finally find him, he refuses at first, saying that the universe doesn't deserve to be saved, but eventually accepts and unlocks the alien form Way Big. Azmuth tells Ben that he has a lot to learn about the Omnitrix, and allows it to remain with Ben, both because of Ben's using it for his intended purpose and because it is a magnet for trouble.

In Ben 10: Alien Force, Azmuth's former assistant Albedo creates a copy of the Omnitrix. Azmuth arrives to punish Albedo for creating a copy that nearly threatened the universe and deactivated his false Omnitrix before sending him to prison in his human teenage form. He then stated that Ben is the only one who used the Omnitrix for good, and decides to let him find his own way to use it rather than advise him saying that he has far more difficult challenges ahead and that he isn't the only one who believes Ben is the only one who thinks so.

Later, Azmuth and Paradox warn Ben that the High-Breed are conquering planets and their fleet is heading towards Earth. His planet was already conquered by the High-Breed and its destruction would be the beginning of the end. Although he doesn't want Ben to fight, he realizes that there's no stopping him and activates the Master Control for the sake of the battle. When the Master Control was reset by the DNA wave Ben used to stop the High-Breed, Azmuth left to help rebuild Galvan without reactivating it, telling Ben to "have fun figuring it out".

In contrast to his first appearance in Ben 10: Secret of the Omnitrix where he is shown to be quite sarcastic and egotistical, in Alien Force Azmuth is depicted as being less pessimistic and more serious. He shows a no-nonsense attitude towards the High-Breed's plan to eradicate Earth and he warmly tells Ben that there are more difficult battles to be fought in the future. This change in personality might be due to his encounter with Ben teaching him to be more optimistic.

When Ben and Kevin try to hack the Omnitrix, Azmuth contacts him telling him not to tamper with it, stating that he will learn the Master Control when the time is right. When an accident unleashes Chromastone, Goop, Spidermonkey, and Way Big from the Omnitrix, Azmuth instructs Ben to reabsorb the alien forms into the Omnitrix. Dissatisfied at what happened, Azmuth also tells Ben that he won't help him again.

When Ben, Gwen, and Kevin ended up on Primus when the Omnitrix takes them to its "place", they find Azmuth using the Omnitrix to fight Vilgax. But despite being its creator, Azmuth isn't as skilled in using it in combat and ends up defeated. Azmuth tells Ben to get off the planet. He reveals that Primus was an artificial planet of his creation alongside the insectoid Voloticus Biopsis that collected the DNA samples. Azmuth arrived when it was threatened by Vilgax. After Vilgax was defeated and Ben retreives the Omnitrix, Azmuth concludes that he will have to move Primus and hide it somewhere else. Though he still hasn't forgiven Ben for damaging the Omnitrix, he allows him to keep it nonetheless.

After Albedo steals the Ultimatrix, Ben is defeated and the Omnitrix is taken by Vilgax. Ben is briefly visited by Azmuth and told about the situation, and Azmuth also stated that the Omnitrix was originally meant for Grandpa Max. To stop Vilgax from using it to take over the world, Ben uses the Omnitrix's self-destruct code to destroy it, then threatens Albedo with the code to give up the Ultimatrix. At present, Azmuth has allowed Ben to keep the Ultimatrix.

Cooper Daniels

Cooper Daniels (voiced by Cathy Cavadini in the first series, Corey Padnos in the second series) is the grandson of one of Max's Plumber friends. He has the power of technopathy.

In his first appearance in the original series, he was given a ride home by Ben, Gwen and Max. Cooper is a genius with technology, in part thanks to his unique technopathic powers, which allow him to communicate with any sort of machinery, either activating it or creating new machines; this power became crucial in defending the Mt. Rushmore base from the Negative 10. He was the first Plumber's descendant with special abilities introduced in the story, though it is not shown or explained if his powers come from being descended from an alien, or if they're just a special ability he has come to exhibit.

Cooper reappears as a teenager in Ben 10: Alien Force, where he's become considerably obese due to spending too much time in his lab on the computer. The DNAliens capture him in and force him to use his technopathic powers to build a mysterious arch and a holographic projector to hide it. He's released by Ben, Gwen and Kevin, and destroys the projector. Cooper has since developed a crush on Gwen, which she can't help but be annoyed about. Although Kevin usually shows jealousy when other boys crush on Gwen, he's surprisingly good-humored towards Cooper's adolescent feelings.

Cooper later returns in the second season finale where he uses a robot suit he built out of objects in his lab to help fight the DNAliens. After studying the Omnitrix's ability to restore the DNAliens to humans, he dismantles his suit to create ray guns that copy the effect. In the end, he becomes a pupil under Max. In the Season 3 premiere, he helps Max and the other Plumber's Helpers try to take down Vilgax in the park using his robotic suit, but Vilgax quickly managed to destroy the suit. Luckily for Cooper, Helen saved him. He was the only one that was not knocked out.

According to Dwayne McDuffie, he was absent in "Above and Beyond" because his powers would have revealed the truth behind Ben's attack.

Carl Tennyson

Carl Tennyson (voiced by Dee Bradley Baker in the first series, Don McManus in the live-action movie and second series) is Max and Verdona's son, Ben's father, Sandra's husband, and Gwen's uncle. In the live action film Ben 10: Race Against Time, he is depicted as a new-age style parent who wants Ben to have his "freedom," insisting on being called Carl, not dad, and letting Ben run off on mysterious adventures without asking questions. He seems to be even more laid back than his wife, and is seen at least twice telling her to let Ben have his fun.

Carl also appears in Alien Force, when he grounds Ben after finding out he has been using the Omnitrix without permission or informing him and his wife. Later, he helps Ben defeat a pair of DNAliens and allows him to keep his Omnitrix.

Carl appears in Ultimate Alien where he is oblivious to the fact that Vulkanus, Charmcaster and Zombozo were a few feet away and about to attack him, and that Ben, Gwen and Kevin were battling them while he was putting a spare tire on his car.

Sandra Tennyson

Sandra Tennyson (voiced by Tara Strong in the first series, Beth Littleford in the live-action movie and the second series, Vyvan Pham in the episode "Ben 10 Returns") is Max's daughter-in-law, Carl's wife, Ben's mom, and Gwen's aunt. In the Alien Force episode "Grounded", she and Carl discover Ben's alien activities, and they ground him. However, they eventually realize that Ben is the only one who can save the world from the High-Breed, and allow him to continue. In the Ultimate Alien episode "Hit 'Em Where They Live", Sandra is kidnapped by Zombozo, but is later rescued by Gwen.

Alan Albright

Alan Albright (voiced by Zeno Robinson) is a teenager who is the son of a Pyronite (Heatblast's species) Plumber. When he's not in his human form, he takes the form of a slightly darker Pyronite with a Plumber badge in the middle of his chest that makes him look like a darker Heatblast. To test the Plumber's helpers, Max and Ben came up with a plan to trick Helen, Pierce, Manny, and Alan into believing that Ben had gone rogue, and attacked his Grandpa aboard a satellite. Each member of the Plumber's Helpers had initially decided to go on their own to stop Ben, but they were only able to defeat him when they worked together. Unfortunately, their battle with Ben had caused the satellite to fall towards Earth. To prevent the deaths of thousands, Helen, Pierce, Manny, and Alan decide unanimously to sacrifice their lives to cause the satellite to self-destruct. Max appeared in time to stop the self-destruct, stop the satellite from colliding with Earth, and tell the Plumber's Helpers that they had passed the test, and were on their way to Plumber's Academy.

Ship

Ship (voiced by Vyvan Pham) is a symbiote of canid behavior produced by a Galvanic Mechomorph named Baz-El. He possesses the same powers as Upgrade, in particular fusing with machines to control and upgrade them. He can also alter his form to mimic any device he has come into contact with, even objects with substantially more mass. Ship's vocabulary is limited to the word "ship", the message its creator had sent it to deliver. The word is adopted as the creature's name.

Baz-El

Baz-El (voiced by Rob Paulsen) is a Galvanic Mechomorph whose name wasn't revealed until "Vreedle, Vreedle." He first appeared trapped in his ship set to explode. He spawned Ship (whom he referred to as a "symbiote") to get help, and at the end of the episode he gave Ship to Ben and Julie. Later he wanted Ship back following the fight with the High-Breed, but Julie, Ben, and Kevin convinced him to let them keep it.

Paradox

Professor Paradox (voiced by David McCallum) is a scientist from 1952 who was working on a time-travelling experiment with his assistant Hugo at the military base Los Soledad during the Cold War. However, during a test of his time tunnel, Hugo damaged the controls, destabilizing it and sucking Paradox into the event horizon. His body didn't age, and he didn't need to sleep or eat, just exist. Being trapped in the timestream, alone, for untold millennia drove him insane, but that eventually became boring so he regained his sanity. He learned everything there is to learn about time, allowing him to finally escape.

As a result of his time spent in the event horizon of a wormhole, Paradox can control time through will alone. He can teleport to any location, both in time and space, and slow down or speed up time as he pleases. He is also able to create a breathable atmosphere on the moon for Ben, Gwen, and Kevin. He is immortal as a result of not being effected by time. His actual name is unknown as he himself forgot it over the millennia. He seems to get confused about events occurring as a result of his traveling through time, mixing up events that haven't happened yet (from Ben, Gwen, and Kevin's perspective) with those that have.

Helen Wheels

Helen Wheels (voiced by Juliet Landau) is a Plumber's daughter and sister of Pierce. Her powers and appearance are similar to XLR8. She and Manny used to hunt all sorts of aliens which they would throw into a Null Void projector (which they've mistaken for a disintegration weapon). Helen is convinced by Manny that Ben, Gwen, and Kevin are DNAliens, but the confusion is eventually cleared up after Ben proves that the Null Void projector is not a disintegration weapon. To rescue those they may have falsely imprisoned, Helen and Manny travel into the Null Void. Later, Helen telepathically contacts Gwen for help against Dr. Animo, which Ben provides. She returns from the Null Void and helps Ben and the others fight off the High-Breed. In the end, she becomes a pupil under Max. She also now seems to possess a visor like XLR8's, but unlike XLR8's, it doesn't cover her whole face. Helen helps Max and the other Plumber's Helpers try to take down Vilgax in the park and saved Cooper from Vilgax's attack, but was easily defeated by Vilgax's laser vision. To test the Plumber's helpers, Max and Ben came up with a plan to trick Helen, Pierce, Manny, and Alan into believing that Ben had gone rogue, and attacked his Grandpa aboard a satellite. Each member of the Plumber's Helpers had initially decided to go on their own to stop Ben, but they were only able to defeat him when they worked together. Unfortunately, their battle with Ben had caused the satellite to fall towards Earth. To prevent the deaths of thousands, Helen, Pierce, Manny, and Alan decide unanimously to sacrifice their lives to cause the satellite to self-destruct. Max appeared in time to stop the self-destruct, stop the satellite from colliding with Earth, and tell the Plumber's Helpers that they had passed the test, and were on their way to Plumber's Academy.

Manny Armstrong

Manny Armstrong (voiced by Khary Payton) is a Plumber's son whose powers and appearance are similar to Fourarms, though he seems to be slightly smaller and weaker, presumably because he's a hybrid (being half human and half Tetramand). He first appears with Helen, hunting down aliens. Like Kevin, Manny exhibits an anti-hero personality and is stubbornly dedicated to their mission, immediately assuming that Ben, Gwen, and Kevin are DNAliens. Manny is finally convinced to listen after being brought down by Ben. After learning the error of their ways, Helen and Manny travel into the Null Void to search for those they've wrongly imprisoned. Later in the Null Void, Manny is one of the resistance fighters battling Dr. Animo. A past battle cost him a hand, which has been replaced with a crude clamp. He returns from the Null Void and helps Ben and the others fight of the Highbreed. In the end, he becomes a pupil under Max. Much to Max's annoyance, he insists on calling the new team "Max Force". In addition to his Tetramand powers, Manny also carries 2 sets of handguns that fire plasma beams. He helps Max try to take down Vilgax in the park with the other Plumber's Helpers but was simply tossed aside. To test the Plumber's helpers, Max and Ben came up with a plan to trick Helen, Pierce, Manny, and Alan into believing that Ben had gone rogue, and attacked his Grandpa aboard a satellite. Each member of the Plumber's Helpers had initially decided to go on their own to stop Ben, but they were only able to defeat him when they worked together. Unfortunately, their battle with Ben had caused the satellite to fall towards Earth. To prevent the deaths of thousands, Helen, Pierce, Manny, and Alan decide unanimously to sacrifice their lives to cause the satellite to self-destruct. Max appeared in time to stop the self-destruct, stop the satellite from colliding with Earth, and tell the Plumber's Helpers that they had passed the test, and were on their way to Plumber's Academy.

Pierce

Pierce (voiced by Adam Wylie) is the son of a plumber and the adoptive brother of Helen Wheels. He has the ability to sprout quills from anywhere on his body, and combines it with martial art skills. He first appears in a recorded journal having reportedly died during a mission while working with Helen and Manny. It is later revealed that he was actually sent to the Null Void, presumably through the projector they had been using to dispose of DNAliens (and a number of other aliens). Ben is forced to spar with Pierce in order to see the Wrench (who turned out to be Grandpa Max) and loses, though Pierce later finds out that Ben let him win in order to be allowed to see the Wrench. He returns from the Null Void and helps Ben and the others fight off the High-Breed. In the end, he became a pupil under Max. He helps Max and the other Helpers try to take down Vilgax in the park but was stomped out of the way. To test the Plumber's helpers, Max and Ben came up with a plan to trick Helen, Pierce, Manny, and Alan into believing that Ben had gone rogue, and attacked his Grandpa aboard a satellite. Each member of the Plumber's Helpers had initially decided to go on their own to stop Ben, but they were only able to defeat him when they worked together. Unfortunately, their battle with Ben had caused the satellite to fall towards Earth. To prevent the deaths of thousands, Helen, Pierce, Manny, and Alan decide unanimously to sacrifice their lives to cause the satellite to self-destruct. Max appeared in time to stop the self-destruct, stop the satellite from colliding with Earth, and tell the Plumber's Helpers that they had passed the test, and were on their way to Plumber's Academy.

Magister Prior Gilhil

Magister Prior Gilhil (voiced by J.K. Simmons) is a Plumber. He first appears when he encounters Ben, Gwen, and Kevin. Seeing as he hasn't considered the High-Breed a threat, he tells them to not get involved with the Plumbers. Darkstar later tips him off to a fight between Ben Tennyson and a High-Breed Commander, and he also ends up captured by Darkstar. After Gwen and the DNAliens defeat Darkstar, Magister Prior Gilhil made them honorary plumbers and then arrested Darkstar.

Magister Prior Gilhil reappeared in the episode "Escape From Agreggor" where in a flashback, he ended up answering a distress signal coming from Aggregor's ship. When he finds the five captive aliens during an inspection, he ends up knocked out by Aggregor. Aggregor was later seen in Magister Prior Gilhil's outfit when recapturing Galapagus, indicating that he is currently a prisoner of Aggregor.

Reinrassic III

Reinrassic III (voiced by Richard McGonagle), also called 'Riney' by Ben, is a High-Breed who is the seventh son of the noble Highbreed house of Di Ralla, and direct descendant of the pureblooded High Order of Rassect. Ben was forced to work with him while trapped on the desert planet Turrawaste. Though they needed each other to survive(indeed saving each other on multiple occasions) Reinrassic showed the typical High-Breed hatred of who they wrongly call "lesser species", forcing Ben to walk ten paces behind him and insulting him constantly, even yelling at him for touching him while saving his life. Reinrassic eventually lost his hand saving Ben from a Dasypodidaes, resulting in Ben reattaching it as Swampfire, much to the High-Breed's surprise. Eventually they made it to the teleporter, but due to him forming a friendship with Ben, he banishes himself to Turrawaste, believing himself tainted by him. He returns playing a brief but important role in the final battle with the High-Breed, saying that they can live with other species in peace, stopping the High-Breed invasion and becoming 'High-Breed Supreme'. He later appeared trying to convince an awakened High-Breed officer to shut down a fail-safe weapon. The High-Breed at first did not believe him because of his green hand, but believed him when Reinrassic showed that their imperial seal was tattooed on his hand. After the fail-safe was destroyed, he told Ben he would check to see if anymore High-Breed weapons were on Earth.

Elena Validus

Elena Validus (portrayed by Alyssa Diaz in "Ben 10: Alien Swarm") is the daughter of Ex-Plumber, Victor Validus, who appeared and had a large role in the live-action movie Ben 10: Alien Swarm. According to the movie, she hung out with Ben and Gwen. During this time she and Ben became close. Ben helped her join the school soccer team, speaking up for her when the other players wouldn't let her join. She eventually became the team's MVP. She appears to have something of a friendly rivalry with Gwen, similar to the current rivalry between Ben & Kevin.

She will appear in Ben 10: Ultimate Alien.

Jimmy Jones

James "Jimmy" Jones (voiced by Scott Menville) is a 10 year old kid who is a major fan of Ben Tennyson and his alien heroes. He runs a website with pictures of aliens around the world, including every alien Ben has ever turned into, even when Ben was ten years old.

He wears a hoodie similar in design to Ben's jacket. Jimmy sent out a video that finally showed the world that Ben has the ability to turn into aliens, as he thought Ben would like the attention and money.

Bivalvan

Bivalvan (voiced by Dee Bradley Baker) is a member of a species from a thus-far unknown planet in the Andromeda Galaxy. He, along with four other aliens from the Andromeda Galaxy, were kidnapped by Aggregor from their home planets so that the villain could absorb their powers, and take them for his own. Bivalvan and the other aliens escaped Aggregor's ship, only to crash land on Earth on the coast of Florida. The other aliens decided to split up and go their own ways, while Bivalvan stayed with the ship they traveled in and started to repair it.

Every night he would rise out of the ocean and raid NASA, steal equipment from their secret rocket project, and use them to repair the ship. Unfortunately if he had launched the ship, the nuclear bomb he used to ignite it would have destroyed most of Florida. Ben, Gwen, and Kevin were able to stop Bivalvan from launching his ship, scanned his DNA, and promised that they would send Plumbers to get him and send him back to his home planet. Instead, Aggregor arrived before the Plumbers and recaptured Bivalvan.

His name is a play on bivalve, a term for clams and oysters.

Galapagus

Galapagus (voiced by John DiMaggio) is one five aliens who was captured by Aggregor. He is from a peaceful planet called Aldabra. One day, Aggregor attacked his home planet, captured him, and imprisoned him with the other four aliens he had captured: Bivalvan, P'andor, Andreas, and Ra'ad. When the five attempt to escape Aggregor's ship, Galapagus suggests using his communicator to send out a distress message. Even though he and the other aliens are put back in the cell, Galapagus's message is heard by Magister Prior Ghilhil, who boards Aggregor's ship and finds the five aliens, only to be attacked by Aggregor. Bivalvan, P'andor, Andreas, and Ra'ad manage to escape again, but Galapagus seemingly betrays them to Aggregor in exchange for his own freedom. When Aggregor admits he wasn't going to free Galapagus, he admits he didn't intend to betray the others and leads the escape to the shuttle, which Aggregor shoots down and causes to crash on Earth. Afterwards, Galapagus, P'andor, Andreas, and Ra'ad each split up to find a way off the planet while Bivalvan stays with the shuttle and attempts to repair it.

Seeking help, Galapagus attacked downtown Belwood to get the attention of Ben. While battling, Gwen notices that Galapagus hadn't actually harmed anyone, and convinces Kevin to use the translator in his Plumber's badge to translate his words into English. After hearing Galapagus' story of how he escaped Aggregor, Ben samples his DNA for the Ultimatrix, and has him taken back to his home planet in a Plumber spaceship. However, Galapagus finds out the spaceship's pilot is Aggregor in Magister Prior Gilhil's Plumber suit.

Galapagus is a play on the Galápagos Islands which is home to the Galápagos tortoise.

P'andor

P'andor (voiced by Dee Bradley Baker) is one of the five aliens from the Andromeda Galaxy. He, along with four other aliens, were kidnapped by Aggregor from their home planets so that the villain could absorb their powers, and take them for his own. P'andor and the other aliens escaped Aggregor's ship, only to crash land on Earth on the coast of Florida. He left the other aliens to hide from Aggregor.

Desperate to return to full strength, he ends up establishing a reward to whoever can break open the suit. When the hired help consisting of Buzz, Hammer, and Surgeon are unable to use the Taedenite to break it open, P'andor sends them to capture Kevin. Upon his hired help capturing Kevin, P'andor tricks Kevin into releasing him from his containment suit (the only thing limiting his powers). Revealed as a living energy being, P'andor attempts to drain the radiation out of a nuclear power plant. Kevin and Ultimate Cannonbolt are able to trap him back in his suit and turn him over to the Plumbers who deport him back to his home planet. Unfortunately, their ship is intercepted by Aggregor who blasts the Plumbers out into space and recaptures P'andor.

His name is a play on Pandora's box.

Andreas

Andreas (voiced by Dee Bradley Baker) is one of five aliens from the Andromeda Galaxy who was captured by Aggregor. He, along with four other aliens, were kidnapped by Aggregor from their home planets so that the villain could absorb their powers, and take them for his own. Andreas and the other aliens escaped Aggregor's ship, only to crash land on Earth on the coast of Florida. He left the other aliens to hide from Aggregor. Andreas is a slow witted alien who recklessly uses his power to cause tremors.

His name is a play on the San Andreas Fault.

Ra'ad

Ra'ad (voiced by Dee Bradley Baker) is one of five aliens from the Andromeda galaxy who was captured by Aggregor. He escaped from Aggregor's ship along with the other aliens, only to crash land on Earth. Ra'ad then left the other aliens to hide from Aggregor. He will make an appearance in the episode "Fused."

Antagonists

Vilgax

Vilgax (voiced by Steven Blum in the first series, James Remar in the second series, John DiMaggio in "Ben 10 Alien Force: Vilgax Attacks") is a Chimera Sui Generis (named after the mythological monster, the Chimera), as well as a vicious, intergalactic conqueror, who will stop at nothing to obtain the Omnitrix in order to build an army capable of conquering every planet in the galaxy. He is one of the most feared aliens in the galaxy, having conquered 10 worlds, destroyed five others and created a black hole. In fact, he is so feared, that almost no biological life-form is willing to work for him, forcing him to use robotic Bioids and robot drones for his entire crew, though he is able to find mercenaries willing to work for him for the right price. He is also a self-proclaimed master of the Omnitrix, as he claimed that unlocking the Omnitrix's master control function was "child's play" for him, though how he gained this knowledge is unknown.

In the original show, Vilgax had no real powers, though after an accident while trying to get the Omnitrix he was cybernetically enhanced, giving him colossal size, strength and durability who made him a match for every alien Ben could access at that time. He also had the ability to temporarily increase his own muscle mass and strength.

In season 3 of Alien Force, Vilgax gained various new abilities and equipment by draining powers from the champions of ten worlds he conquered. His new abilities include even greater strength and invulnerability, laser vision, wind breath, flight at lightspeed, super-hearing, a large sword he can cover with flame or crystal, a red laser projector, and a gauntlet he can use to generate force fields and electric shocks.

In "The Vengeance of Vilgax," Vilgax has defeated Ultimos and claimed his powers. He then arrived on Earth to challenge Ben Tennyson only to end up fighting Grandpa Max and the Helpers. Upon defeating them, Vilgax has Grandpa Max deliver the message to Ben. When Ben fights Vilgax, he ends up shattered as Chromastone but reforms into Diamondhead and defeats Vilgax. Due to his defeat, Vilgax had to leave Earth and never return.

In "Ghost Town," Vilgax sprung Ghostfreak from prison in order to obtain whatever knowledge he knows about the Omnitrix. Vilgax shows up on Earth badly beaten and asking for Ben's help when Ghostfreak enslaves his planet Vilgaxia. Ben managed to trick Ghostfreak back into the Omnitrix as Ghostfreak controls Ben. Vilgax ends up shining enough light causing Ben to regain control and change back.

In "Primus," the information that Vilgax learned from Ghostfreak was that the source of the Omnitrix's power is the artificial planet Primus. Upon arrival, he ended up defeating Azmuth who was using the Omnitrix. Kevin and Gwen tried to stop him and failed. Ben ended up taking Vilgax's advice to surrender. When Azmuth explained the truth about Primus to Ben, Vilgax returned and demanded Ben to explain how the upgraded Omnitrix works. When Ben places the Omnitrix on Vilgax and turns him into Goop, Vilgax tries to attack only for Ben to shut off Goop's artificial gravity and remove the Omnitrix. As Cannon Bolt, Ben knocked Vilgax into the Codon Stream. Vilgax emerged as a giant and was thrown from Primus by Ben as Way Big. Though Kevin worries that they will have a giant Vilgax to worry about, Azmuth states that the effects of the Codon Stream on Vilgax will wear off in weeks.

In "The Secret of Chromastone," Vilgax returned to get the crystal that was in Sugilite (whom was extracted from Ben's Diamondhead form by Tetrax Shard). Upon knowing that Sugilite is heading to Petropia to restore it, Vilgax also headed there with Ben, Gwen, Kevin, and Tetrax Shard in pursuit. Though Vilgax managed to defeat Sugilite and retreat, Ben manages to use the crystal to continue Petropia's restoration. Vilgax was later seen back on Vilgaxia having caught Ben's cold.

In "The Final Battle," he teams up with Albedo in order to obtain the Omnitrix. When Albedo gets Ben to surrender the Omnitrix, Vilgax goes back on his deal and claims the Omnitrix to power the robots present. Albedo tries to fight him and ended up his prisoner. When Ben, Gwen, Kevin, and Grandpa Max ended up infiltrating his ship. Ben managed to have the Omnitrix set itself to self-destruct which Vilgax thought it was a bluff. When it exploded, Vilgax's robots were useless to him and Kevin was finally reverted back to his human state. Doing the same trick to Albedo, Ben manages to obtain the Ultimatrix and fight Vilgax becoming Swampfire and transforming this form into Ultimate Swampfire. When his ship ended up submerged in the ocean, he is shown to transform into a giant squid-like creature (which he refers to as his true form) when exposed to saltwater. As Jetray, he fought Vilgax. Though Jetray was able to escape the ship when it sinks further into the abyss, Vilgax wasn't even shown escaping. Ben stated that Vilgax might've escaped as he has survived worse than that.

Psyphon

Psyphon (voiced by Dee Bradley Baker) is an alien with one large horn protruding from his head and has a slight skeletal appearance. He serves as Vilgax's lackey and adviser, helping his master with draining the powers from the defeated heroes. Nothing much is known about him and his personality, but he appears as devoted to Vilgax, and shows sign of arrogance toward Earth people, including Ben.

In "The Vengeance of Vilgax," Psyphon refereed the battles of Vilgax and helped drain the powers of his defeated victims. He then refereed the fight between Ben and Vilgax which ended with Vilgax's defeat.

In "Primus," Vilgax told him what he had learned from Ghostfreak.

In "The Secret of Chromastone," he was briefly seen tending to Vilgax when he caught Ben's cold.

Doctor Animo

Dr. Aloysius James Animo (voiced by Dwight Schultz) was once a promising researcher in veterinary science who had a special way with animals. His career was cut short when it was discovered that he was performing twisted genetic experiments on animals. He had hoped that his research would win him the Verties Award, which is an award in veterinary science. Because of the nature of his research, he lost the award to another doctor named Kelly. This drove him insane, and he dropped off the map for five years until he could perfect his research.

In his first appareance, Dr. Animo created his new invention, the Transmodulator, a device that can turn animals into giant monsters, and later bring back dead creatures such as mammoths and tyrannosaurs. He attempted to use his new monsters to take his revenge against Kelly and take his prize, but he was stopped by Ben. After this, he became the third most recurrent villain in the show (the first two being Vilgax and Kevin 11), usually trying to create armies of mutant monsters, and was even able to use DNA information from the Omnitrix to enhance his creatures twice. He has the abilitiy to telepathically control any kind of animal (including his monsters), an abilitiy he learned from Clancy according to the enhanced version of The Secret of the Omnitrix.

Dr. Animo appeared again in the Alien Force episode Voided, where he had conquered the Null Void by using his power to take control of the Null Guardians. He then forced the residents of the Null Void to build a machine which would open a portal to Earth so he could conquer it, but he was stopped by the combined forces of Ben and the resistance founded by Max and the Plumber's helpers. In this episode, Animo used his machine to give himself strength and durability which made him a match even for Humungousaur, something Ben stopped by freezing the machine by jumping into it, turning into Big Chill as he did.

In the episode "Escape From Aggregor," Dr. Animo returned to his old motif and was using a mind-control headband to force a Yeti to figh Ben Tennyson as part of a diversion for his bomb that would turn anyone within the vicinity of the Himalayas into Yetis. Ben as Brainstorm managed to turn the tables on Dr. Animo as Gwen and Kevin disabled the bomb. After freeing the Yeti, Ben, Gwen, and Kevin turn him over to the Plumbers.

Kraab

Kraab (voiced by Billy West in the first series, Jeff Bennett in the second series) is a crab-like robot who is one of three alien bounty hunters sent to take the Omnitrix from Ben. Kraab is an experienced bounty hunter and is smart enough to know of a chemical spray that takes away Ghostfreak's power to become intangible. It should also be noted that Kraab talks like an actual hunter, calling Ben his "prey", and saying that he is "hardly worth the hunt". However, Kraab is more robotic than organic, meaning Ben, as Grey Matter, can easily deactivate him.

In the first series, Kraab has goldish brown-colored armor, a sideways mouth, four scythe-like legs, and a large, powerful pincer on his left hand. Within the pincer is a power blaster combined with a chemical sprayer. He can also use his legs to burrow under the ground and travel quickly from place to place.

In the sequel series, Kraab's appearance is not much changed, apparently the only change is the tone of color, and his left hand is clearer.

Sixsix

Sixsix is a bounty hunter and mercenary from the Sotoragg system. Unlike the villains Ben has faced, he only speaks in his own language, though other aliens can still understand him and vice versa. It is said he has quite a reputation, as he wears a disguise when in Incarcecon as a means to avoid be attacked by those trying to prove their prowess by beating him. Sixsix is named after the caliber of the two pistols that he wields.

Sixsix has purple armor and strange, clamp-like feet; the armor he wears was taken from an assassin droid he gutted. He is equipped with a jetpack, and his armor is covered with pouches that hold various weapons and projectiles, such as twin blasters, laser discs, an energized buzz saw, laser blade and whip, a sonic weapon, throwing pikes, grenades, bolas, rockets, and several tentacle-mounted lasers coming out of his back pack. He also has several very strange small claws and hands that extend from his shoulders that are usually used to throw the small pikes coming out of his jet pack, or bombs when he is using his blasters.

Rojo

Joey (voiced by Jennifer Hale in the first series, Kari Wahlgren in the third series) is the leader of a heavily armed female biker gang.

In "The Alliance," she and her gang try to rob an armored truck. She is thwarted by Ben as Fourarms and two of Vilgax's drones coming after Ben. The remnants of one of Vilgax's defeated drones fuses with Joey as she investigates it, and she becomes Rojo (for Robot-Joey), a powerful cyborg. The upgrade gives her the ability to fly, superhuman strength, invulnerability, metallic claws, and a pair of laser blasters attached to each shoulder. Vilgax is able to communicate with her through the drone parts and force her to track down the Omnitrix for him. Joey is turned back to normal when Upgrade shorts out the spare parts, after which Gwen knocks her unconscious for attempting a sneak attack on Upgrade.

Rojo appeared as a member of the Negative 10, a group of ten villains formed by Driscoll to defeat the Tennysons. She had a new suit of armor, presumably supplied by the Forever Knights. Rojo has developed a slight rivalry with Charmcaster about being the "baddest girl" in the group.

In the Ultimate Alien episode "Hit Em Where They Live," Rojo returned trying to rob a train with a new gang on hoverbikes. It is never explained how or when she got such advanced equipment. She is defeated by Ben Tennyson yet again.

Zombozo

Zombozo (voiced by John Kassir in the first series, John DiMaggio in the third series) is a vampire-like clown that feeds on the happiness of others. His use of deadly weapons disguised as clown props.

Dressed in appropriate attire, he stages shows to bring people in and then uses a machine he calls the "Psyclown" to drain the happiness and life energy from them, leaving them depleted and sad. In the most extreme cases, it even seems to age people. During all this, his minions strip the town of all it's valuables.

During one of the Circus Freaks robberies, they ran into Ben/Wildmutt until Zombozo arrived. As Ben was afraid of clowns at the time, Wildmutt was easily defeated. Following that, Gwen ended up kidnapped and hooked up to the "Psyclown." Zombozo was eventually defeated by Ben as Ghostfreak, who peeled back his skin, causing Zombozo to explode in a burst of confetti in fright of it. For six years, Ben believed Zombozo died of fright and eventually forgot about him.

Zombozo reappeared in the Ultimate Alien episode "Hit Em Where They Live," where he, Charmcaster and Vulkanus tried to target Ben's parents. After tying up Gwen and taunting her by threatening her Aunt Sandra's life, he enrages Gwen into transforming into her Anodite form telling him that the Tennyson Family is off-limits. Whatever became of him after this is unknown. Though it's most likely Gwen allowed him to escape to spread Gwen's message to anyone else who comes after her, Kevin's or Ben's loved ones.

The Circus Freaks

This trio of thieves are recurring minor villains. They worked together in the guise of being freak show performers in Zombozo's circus before his disappearance. Whenever Ben runs into them, they end up working for the villain of the week. They appear to all three be mutants - at least in the case of Acid Breath, who claims to have gotten his power from his mother. In "Last Laugh", they work for Zombozo. Since Zombozo's supposed demise, they've worked for different employers, such as Zs'Skayr, and Sublimino under the orders of Driscoll.

Acid Breath

Acid Breath (voiced by Dee Bradley Baker) is one of Zombozo's three minions, and without a higher rank to command them, he acts as the trio's leader (with somewhat inconclusive results). He has the ability to project corrosive acid from his mouth in the form of either a vapor or a liquid; he claims that he learned this trick from his mother. This acid can easily dissolve whatever he wants it to, even metal and stone. Despite the potency of his breath, however, he is one of Ben's least dangerous foes. If his mouth is jammed by an object (such as a baseball) or if something causes him to cough and gag (such as when Gwen blew a fire extinguisher's contents into his mouth), Acid Breath will be briefly unable to use his powers and vulnerable to attack.

Frightwig

Frightwig (voiced by Cree Summer) has pale skin, a tight-fitting body suit, and five orange prehensile tentacles for hair. They are also tipped with metal orbs, allowing for greater concussive damage. She's also extremely nimble and skilled in acrobatics. Despite her strength, she is always easily subdued by Ben, normally by being tied up with her own hair. The future episode "Ben 10,000" reveals that Frightwig, now middle aged, is the leader of the Nuevo Circus Freaks from 20 years in the future according to the Enhanced Edition of that episode.

Thumbskull

Thumbskull (voiced by Jeff Doucette) has a head shaped like a thumb. Instead of hair Thumbskull had a horn that was broken previous to his on screen appearance. He also has incredible strength (though inferior to that of Fourarms), but limited intelligence, normally serving as the 'brawn' of the group. He is also easily beaten by Ben, normally even worse than the others.

Hex

Hex (voiced by Khary Payton), also known as Hexlord, is a self-proclaimed "Master Magician" who desires to rule the world with his unmatched powers. He possesses five "magical" charms called the Charms of Bezel that give him the powers of levitation, fire, reincarnation, lightning, and luck, in addition to his own spellcasting abilities. It is unknown how he possesses powers even without the charms, but since it's implied in "In Charms way" that Charmcaster was trained in manipulating mana, it was probably the same for him. He first fights the Tennysons while he tries to steal the final Charm of Bazel. During the fight with Ben, Grandpa Max, and Gwen, he locked in a stone casket until the police arrived. Later, he was busted out by his niece Charmcaster and attacked Las Vegas for an artifact that can recreate the Charms of Bazel. In the second series, Gwen snuck into Hex's mansion to steal a specific spellbook in one of her attempts to cure Kevin of his current rock/metal state. Despite the warning of Paradox, Gwen does so but ended up causing a timeline where Hex has taken over the world. Upon evading Charmcaster, Gwen infiltrates Hex's mansion again and runs into Hex who had become aware of the timeline change. While a weakened Ben tries to stop Hex and Charmcaster, Gwen successfully makes off with the spellbook and prevents herself from causing this timeline.

The Forever Knights

The Forever Knights are a secret society/paramilitary first formed during the Middle Ages that is dedicated to collecting alien technology. Any aliens they capture along the way are dissected and studied, and any humans caught with them are immediately deemed worthless and disposed of. Their entire organization dresses as if they were knights or mutants. They use a coat of arms over a pair of crossbones as their symbols. Their leader is called the Forever King, though Alien Force reveal there are several pretendant to the throne, causing the organisation to be divided in splintered groups. At one point in history they called themselves the CIA and were made of royal bloodlines.

It is revealed in Ben 10 Alien Force that the reason for their actions is to destroy and 'Immortal Dragon' that is a threat to all mankind it is later revealed that the 'Dragon' is actually a Alien Stellar Cartographer whose translator was destroyed when he was attacked by the first forever knights. The Forever Knights also arm themselves with a large variety of medieval weapons and alien technology, with swords, lances, "laser lances", laser guns and eletro shock rods being their most common ones. In Ben 10: Ultimate Alien, the Forever Knights became more paramilitary as their arsenal now ranges to tanks.

In all three TV series, different VAs voiced the Forever Knight soldiers: Dee Bradley Baker, Jeff Bennett, Greg Cipes, Tim Curry, John DiMaggio, Greg Ellis, Robert David Hall, Yuri Lowenthal, Khary Payton, Richard McGonagle, and Kevin Michael Richardson.

Enoch

Enoch (voiced by Richard Doyle) has significant influence in the organization, appearing as their paramilitary leader in their first three appearances. He was eventually revealed to be one of Discroll's lieutnants.

In "Perfect Day," he and his men captured Ben and traping him in a dream machine in a plot to remove the Omnitrix from his wrist. Ben turned the tides against him and trapped him in his own dream machine until the police arrive. When the Forever Ninja arrived and found Enoch like this, Driscoll arrived telling him to leave Enoch as he has failed him for the last time. In the "Enhanced Edition" of the episode, it was stated that took Enoch years to recover from the effects of the dream machine.

Forever King Driscoll

The first Forever King met by Ben was Driscoll (voiced by Richard Doyle), a former Plumber who was thrown out in disgrace for stealing alien technology for his own benefit. He later joined the Forever Knights and worked his way up the ranks, eventually becoming a powerful leader. He wears a large armored suit that grants him enhanced strength, energy blasts, and protects him from harm. Driscoll is the closest thing to a main antagonist in the fourth season of the original series. Dwayne McDuffie confirmed that the Forever Knights that Driscoll led was a splintered faction bent on ruling the world while the group led by Patrick was dedicated to slaying the Alien Dragon.

The Forever Ninja

A mute cyborg who is a servant of Driscoll, the Forever Ninja was a member of the Negative Ten. It was defeated and possible destroyed by Upchuck.

Forever King Patrick

Patrick (voiced by Michael York) is the Forever King seen in Alien Force, confirmed by Dwayne McDuffie to be the true Forever King. Older than most of the other pretendants, Patrick rarely fight and was so far only seen on his throne. He's dedicated to slay the Dragon, and later to protect Earth against an potential attack from the Dragon's homeworld after hearing from Connor that the Alien Dragon escaped.

Forever King Urian

Urian (voiced by Jim Piddock) is the leader of another splintered terrorist group of the organization introduced in "Ben 10: Ultimate Alien". He wears slightly bulkier Forever Knight armor, minus the helmet. His suit also can give off an electric shock out of his gloves. He and the Forever Knights with him plotted to steal the Toltec Battle Armor from the local museum. He was defeated by Lodestar.

From his dialogue, it is possible that he plans to overthrow Patrick.

Clancy

Clancy (voiced by Nicholas Guest) is a green-skinned man who has the ability to control any type of insect or arachnid. How he gained his powers is unknown, though he hints that he was born with them. The Enhanced Version for "Secret of the Omnitrix" states that this ability is psychic and that he successfully taught it to Dr. Animo in the case of the latter's mutant animals. Clancy always speaks using first-person plural pronouns like "we", as he speaks for all of his insects as well as himself (possibly under adaptation of the principles of communal intelligence common among hive insects).

When Councilwoman Liang attempts to redevelop her city, he learns that his residential area must be torn down to successfully finish the project. He decides to take action by to feeding her to his insects, but Fourarms was able to come to the rescue. His plan to save his home fails, decides to nuke the entire town while he survives covered in a suit of cockroaches. He was stopped by Heatblast with abnormal abilities, but he decides to take revenge the Tennysons for ruining his plan to destroy the city. Luckily, Grandpa Max's San Ju Yen Pien medicine overrides Clancy's control over his insects, and Max delivers the final blow to knock him out once and for all.

Clancy appears as a member of Driscoll's Negative 10. In this appearance, he had already mutated into an insect-like creature that can emit bees from his mouth.

Vulkanus

Vulkanus (voiced by John DiMaggio) is a diminutive Detrovite. He wears mechanical armor to compensate for his small size. His armor makes him powerful enough to match Fourarms.

In the first series, Vulkanus was a freelance agent who teamed up with the bounty hunter Sixsix to create a weapon able to destroy a solar system. He was defeated by the combined forces of Ben and the Galactic Enforcers.

In the Ben 10: Alien Force he is shown to have a history with Kevin. According to him, he made a deal with Kevin at some point between the two series, but the he double-crossed him when the Plumbers arrived, causing him to be stuck on Earth. He attempted to take revenge on Kevin, but was stopped by Ben and Gwen. However, he was before this able to shortly force Kevin to absorb Taedanite, the rarest gem in the Galaxy, and by this way gain a fortune, and Kevin choose to let him have it as a payment for his past actions. Vulkanus then used his new fortune to buy a permission to change Earth climate so it would be more like his homeworld. His plan was foiled by Ben, Gwen and Kevin once again. Later Kevin, Gwen and Ben (stuck in the form of Rath) met him again on a planet, where they tried to get Taedanite from him to repair their ship. After a failed attempt to negotiate, they beat him and took the Taedanite by force.

In the Ben 10: Ultimate Alien, he teamed up with Zombozo and Charmcaster to attack Ben's loved ones. He is defeated by Ben in the form of Ultimate Big Chill.

Pickaxe Aliens

The Pickaxe Aliens (voiced by Dee Bradley Baker) are Vulkanus's loyal henchmen. Their name comes from the large pickaxes they use to dig for their master or as weapons.

Charmcaster

Charmcaster (voiced by Kari Wahlgren) is Hex's teenage niece. Like Hex, she uses magic, but instead of using a staff, she wields a bag from which she can draw all manner of items, such as magical explosives, throwing blades, or even various clay animals to enlarge and animate. Although small, the bag seems to have something of a pocket dimension inside (basically a magic satchel), allowing Charmcaster to store things within it that logically should not fit (at one point, she produces Hex's magic staff, an item that is at least four feet tall). The bag also found its way back to Charmcaster under its own power, as she was able to get it back after it fell in the sea. She is also skilled in various magical spells, although it's clear that because of her inexperience, she isn't as powerful as her uncle. Although she (like many other villains) dislikes Ben, Charmcaster especially despises Gwen on account of their shared affinity for magic, similar to Ben and Kevin's rivalry.

Charmcaster helped her uncle to get free from jail and took the key of Bezel from Gwen for him. However, she betrayed him at the last minutes in order to get the Charm of Bezel for herself. Gwen was able to use Hex's staff to stop her, the first hint of her magic abilities. She was part of the Negative 10's plot to defeat Ben. But even then she was more concerned in defeating Gwen rather than Ben. She also had a rivalry with her partner Rojo

Charmcaster comes back in season 3 of Alien Force along with her uncle, though she is the first to appear. She wear a drastically different outfit, and, instead of her bag, she now rely mainly on mana manipulation like Gwen, though she's still seen using various spells such as shapeshifting, water manipulation, flight, telekinesis, mind control, teleportation and bringing inanimate objects to life. She's also far more vicious, sadistic, and arrogant than before. In the episode "In Charm's Way", she tricks Kevin into attacking Ben in a promise for her to restore him to normal. In "Time Heals," she is shown to live with her uncle. In the alternate timeline caused by Gwen in her attempt to cure Kevin of his rock/metal state, Charmcaster had killed Gwen and turned Kevin into her rock-based slave.

Charmcaster returns in "Ben 10: Ultimate Alien" episode "Hit Em Where They Live" where she assists Zombozo and Vulkanus in a plot to kidnap Ben's parents. She was defeated by Kevin.

Zs'Skayr

Ghostfreak (voiced by Steven Blum in the first series, Jeff Bennett in the second series) was originally one of Ben's aliens who's DNA was taken from Zs'Skayr, the High Ecto-Lord of the Ectonurite homeworld of Anur Phaetos, who existed in the Omnitrix due to Ectonurite's having the ability for their mind to exist in even in the smallest strand of their DNA. Ghostfreak's original appearance was similar to that of a ghost with a black track along his skin but after freeing himself, he tore off the protective second skin to reveal Zs'Skayr's true horrifying form. He has the power to phase through matter and possess humans by going into them and controlling them. He also has telekinesis over beings he possesses and becomes far stronger if he's in complete darkness, which allows him to become even scarier in appearance and fire a powerful energy beam from his chest. However, his weakness is without the second skin protecting him, sunlight can cause him to combust and die.

Ghostfreak/Zs'Skayr first took over Ben offscreen to contact Dr. Vicktor to stage an invasion of Earth.

Since the present Ghostfreak is a genetic copy of Zs'Skayr, its unknown what happened to the original Zs'Skayr who his DNA was sampled from.

Yenaldooshi

This alien werewolf is a Loboan from The moon Luna Lobo (which orbits Ghostfreak's planet, Anur Phaetos) sent by Doctor Vicktor to steal communication equipment from a Navajo Indian reservation that Ben, Gwen, and Grandpa Max were visiting in "Benwolf". Ben first fights against the Loboan as Wildvine. When Ben is transformed back to his normal self by the Omnitrix, the Loboan slashes the Omnitrix's faceplate causing the device to download his DNA (signified by its face turning yellow) and gradually change Ben into the form. In their second battle, the Loboan appears to be killed by a cave-in, though it is not actually shown dead. The device that it was building is shown coming online at the episode's end, its purpose left unrevealed. In "Be Afraid of the Dark", it was revealed that the machine was part of Viktor's plan to cover the Earth in Corrodium radiation. When the Corrodium projector on the space station was destroyed, the device blew up in the Loboan's face. It is unknown whether or not it survived.

The Mummy

The Mummy appeared in "Under Wraps", a Thep Khufan from the planet Anur Khufos, was sent by Doctor Vicktor to find a dangerous element called corrodium that crashed on Earth millions of years ago. Grandpa Max explains that the crystals are a potent but unstable power source, and the radiation emitted by the crystals causes almost instant mutation in humans and other Terrestrial creatures. Todd Maplewood, a boy Ben and Gwen met, said it arrived in purple lightning, which is the same way the Yenaldooshi arrived in "Benwolf". Max states there may be a connection between the werewolf and the mummy, which is proven in "The Return". During Ben's battle with the creature, its DNA is absorbed by the Omnitrix, giving Ben access to the form. The mummy is frozen solid by Upgrade, who merges with a container holding liquid nitrogen, and buried, along with its corrodium, under a thick bed of concrete. In "The Return", the Mummy is freed by the Loboan, and the corrodium it collected is used to power Viktor's machine. The Mummy ends up being pulled through an unstable portal created by Viktor, along with Viktor himself.

Doctor Viktor

Doctor Viktor (voiced by Michael Dorn) is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster. His name is derived from the name of Victor Frankenstein from the Mary Shelley novel. He works at NASA to obtain the means to hijack a space shuttle. Despite his size, he possesses excellent reflexes, able to quickly spin around and backhand a super-speeding XLR8 when the latter attempted a sneak attack on him. He is intelligent, and working for Zs'Skayr; his immediate plan was to resurrect his master, whose ultimate plan was to prevent the sun's light from reaching the earth using various satellites (therefore meaning that Zs'Skayr would be at full power all of the time). He is not treated with respect after Zs'Skayr is resurrected. After he asks why they need Ben, Zs'Skayr takes control of his body and throws him around. He serves as the unofficial leader of the three horror-themed aliens. The purple lightning that the previous two horror aliens appeared in was generated by a teleportation machine that he uses. His first appearance is in "The Return", where he succeeds in resurrecting Ghostfreak. In the next episode, "Be Afraid of the Dark", Ben fights Doctor Viktor and Zs'Skayr on Earth. Ben accidentally gains use of Doctor Viktor's form when Viktor finds Ben and grabs him by the wrist, unintentionally adding his DNA to the Omnitrix. Viktor essentially defeats himself near the end of the episode. In an attempt to teleport Ben to an unspecified location, he and the mummy alien are tossed into the portal he created.

Sublimino

Sublimino (voiced by Richard Steven Horvitz) is an evil hypnotist who first appeared in "Midnight Madness". Sublimino uses hypnosis to force people to commit crimes for him. Ben ended up as one of his victims, and Ben's alien forms prove instrumental in retrieving the necessary parts to build a giant hypnosis machine, allowing Sublimino to control an entire mall full of people. When Sublimino hypnotized everyone in the mall, Ben alone escaped the trance. As Wildvine, he brought down Sublimino and broke his hypnotic spell. Other than his hypnotic powers, Sublimino is a weakling relying on his slaves to protect him using various objects in the mall, and proved no match for Wildvine.

The Highbreed

The Highbreed are a xenophobic alien race from the planet Darama that serve as the primary antagonists of the second seasons of Ben 10: Alien Force. They considered themselves as the highest life-form in the universe, believing that they were the first race to exist, and that all other races are mongrels and vermin. They were determined to cleanse the universe of all races except themselves, with Earth as their next target. They did not try to hide their hatred for other races; a Highbreed Commander that fought with Ben in the pilot episode continually insulted him with remarks like "filth" and "scum", and even exclaimed that Ben had "infected" him when Ben bit his hand as Humongousaur. Their belief that other races are "filth" was so strong, to the point they appear to have a fear of possible contamination through direct contact with other races (one, Reinrassic III, even goes so far as to choose exile, after he realizes he had developed a mutual-respect/friendship with Ben, viewing himself as having been "tainted" by Ben's human sentiments and compassion). This search for 'purity' was their undoing, as generations of inbreeding left them near extinction. They used the DNAliens to do their menial work (likely due to their preference to avoid as much contact with other life-forms as possible), but nonetheless consider them to be vermin as well due to their human DNA. Despite their disgust of other beings, they occasionnally hire non-Highbreed mercenaries to do work for them. Following the events of "War of the Worlds", the Highbreed no longer have this view of other races due to all being merged with random DNA from the Omnitrix, which also saved their species, and the actions of Reinrassic III who had rehabilitated in his exile and is now the "Highbreed Supreme" and Ben's ally.

Different VAs voiced the Highbreed: Dee Bradley Baker, Paul Eiding, Robert David Hall, Richard McGonagle, and Kevin Michael Richardson.

The DNAliens

The DNAliens are highly durable, asexual hybrid drones who serve the Highbreed, despite their racist and bigoted purposes, and are the main antagonists of Ben 10: Alien Force Season 1. They are created by attaching a Headcrab-like parasite called a Xenocyte to a human host, which alters the host's genetic structure, mutating them into a DNAlien within hours. The alteration process is not exclusive to only humans. Other alien species can fall victim to a Xenocyte, resulting in a DNAlien with traits from the alien victim. However, it is possible for the Omnitrix to separate a victim from a Xenocyte.

Different VAs voiced the DNAliens: Dee Bradley Baker, Jeff Bennett, Greg Cipes, Diane Delano, Paul Eiding, Will Friedle, Wallace Langham, and Richard McGonagle.

Darkstar

Michael Murphy "Mike" Morningstar (voiced by Wil Wheaton) is the son of a plumber who first appears in the episode "All That Glitters." He has the power to drain the life force from people and turn them into zombies under his control, though he seems to prefer school girls, as they are easy for him to lure because of his good looks. Mike can use the energy he drains for flight, superhuman strength and durability, and to fire destructive energy blasts. His victims can be identified by circular, star-like marks on their arms that bear resemblance to parasite bites; a result of the mouths on his palms, which facilitate his powers. He is a classic villain stereotype; he believes that, since he was born with superpowers, he should only use them to get whatever he wants instead of helping others (though he seems to draw the line at blatant murder).

After a failed attempt to absorb Gwen's powers in his first appareance, his face was permanently zombified, forcing him to wear a metal mask and is now calling himself Darkstar, claiming that Michael Morningstar no longer exists. Over the weeks, his hunger and powers grew stronger than ever. While he seems to have lost his ability to fly and no longer transform people in zombies, he can now manipulate dark energy and can absorb the life force from people through that energy when they touch a living being.

Since his first appareance, Darkstar has become a recurring villain. His motivations usually involve taking revenge on Ben and the others (more especially Gwen), as well as trying to get back his original beautiful face. However, in the season 2 finale, he agreed to shortly team up with them against the Highbreed in exchange of his liberation.

In "Trade-Off," he and Kevin form a truce to obtain the Dominus Librium in an attempt to restore their previous appearances with the side-effect of negating their absorbing powers.

Argit

Argit (voiced by Alexander Polinsky) is a rodent-like alien who was one of Kevin's former associates and a minor criminal. Apparently he used to be Kevin's friend. In a strange condition, he has the body of a large rat with porcupine quills on his back that he can fire as projectiles. He has the ability to paralyze and put others to sleep using his quills, which seem to have some kind of soporific (but non-lethal) venom, though if these quills are launched back at him, it'll disable him in the same way. Judging by the way he and Kevin act to one another, they share a business partnership with one another, though Argit would not hesitate to trick Kevin if it's in his interest, something Kevin is aware of but strangely doesn't really care. He's a known conman who seems to always owe someone money, thus he's normally seen trying to make money ether for his own gain or to pay off his debts.

The Techadons

Techadons are tall, dangerous battle robots with unknown origins. They have superhuman strength and durability, excellent firepower and the ability to repair themselves when damaged, apparently by attaching to an organism and building themselves back up around them. Little is known about them. Since they are just seen fighting against the heroes, it's never explained where they come from or who sends them. Kevin states that they are a standerd mass produced model.

The Incursions

The Incursions are a species of frog-like aliens that live on war and death. The Incursions are ruled by Emperor Milleous. They are responsible for the destruction of dwarf-planet Pluto. Incursions are highly sensitive to the smell of smoke. With one whiff of it, they cough and then drop. Even though the Incursions use criminal activities the Plumbers don't touch them, suggesting that the Incursion have powerful political abilities.

In "X = Ben + 2," Emperor Milleous threatened to blow up Earth when he blamed them for capturing his daughter Princess Attea. In turned out that Sevenseven captured her until she paid him to overthrow her father. Both of them were defeated by Ben as Swampfire and Emperor Milleous regains control as he has his daughter thrown into the same cell with her mother.

In "Con of Rath," an Incursion fleet led by Commander Sangfroid tried to prevent Ben (who was trapped in the form of Rath), Gwen, and Kevin into bring the Tiffin to Jarret. Though Rath defeated the Incursions with him, the ship ended up sucked into a black hole trying to chase the ship the Tiffin was on.

Different VAs voiced the Incursions: Kevin Conroy and Kevin Michael Richardson.

Sevenseven

Sevenseven (voiced by Dee Bradley Baker) is an alien bounty hunter. He is of the same race as Sixsix, but far more dangerous. Much like Sixsix, he does not speak a word of English, even when talking to those who do, but other aliens have been shown to understand him. Unlike Sixsix, who uses weapons hidden in compartments of his armor, Sevenseven's hands can transform into various weapons and tools. It is mentioned that Sevenseven is Sixsix's older brother.

In the Alien Force episode "X = Ben + 2," Sevenseven had captured Princess Attea near Earth causing Emperor Milleous to target Earth for destruction. Attea later paid him to help overthrow her father. Both of them were defeated by Ben as Swampfire.

Sevenseven did not reappear until "Hit 'Em Where They Live" where he attempts to assassinate Ben's mom. Fortunately, Max stops him by making his jetpack overload so that it launches him into the sky.

Albedo

Albedo (voiced by Yuri Lowenthal in Ben's body, Dee Bradley Baker in Omnitrix alien forms) is a brilliant but arrogant and rude Galvan that shows sociopathic tendencies. At one point, he was the assistant to Azmuth, whom he asked for an Omnitrix of his own. When Azmuth refused, he built one of inferior quality and synchronized it to work exactly like Ben's; unfortunately, as Ben's form is the default, Albedo was transformed into a clone of Ben. As a result, he also developed many of Ben's habits (including his craving for Chilli Fries, which became a running gag in the series). Disgusted, he tried to get Ben's Omnitrix in his first appearance, believing it would be able to turn him back to his original form. When Ben refused, he tried to kill him, causing them to fight twice. Albedo's human form was damaged during the second fight when their Omnitrixes fused to each other, causing him to have reversed colors (white/silver hair, red and black jacket, white shirt, and black pants). Azmuth then broke Albedo's false Omnitrix and sent him into the Null Void, still stuck in his human form as a punishment.

In "The Final Battle," Albedo escapes from the Null Void, teams up with Vilgax, steals the Ultimatrix from Azmuth, and completes it. After being further annoyed with the fact that it did not have a Galvan in the active list to set as the new default form and it only had Tennyson's aliens, he and Vilgax orchestrate Gwen and Kevin's capture so they can obtain Ben's Omnitrix. However, after Vilgax eventually betrays him, Albedo is forced to give Ben the Ultimatrix when Ben threatens to kill him by blowing him up with the Ultimatrix self destruct system. When Vilgax's spaceship sunk into the ocean, it is possible that Albedo got out.

Now, with Albedo's Ultimatrix, Ben made it the new Omnitrix, and somehow turned it green (started out red). Albedo is helping Agggregor, but it might not last.

Ssserpent

Ssserpent (voiced by Dee Bradley Baker) the Snake That Walks Like a Man is a villain of unknown origin. He has the head and tail of a cobra and the torso of a man with cobra-headed hands. He was first seen fighting Kevin and Gwen in the Alien Force episode "The Vengeance of Vilgax" Pt. 1. After hours of violence and fighting, Ben arrives and easily defeated Ssserpent as Cannonbolt.

Ssserpent returns in the Ultimate Alien episode "Video Games" where he threatens Ben because he is just an inferior human. Ben, whom changes into Four Arms, grabs both of Ssserpent's arms as he throws them and crushes him with two cars using his bottom arms. Defeated, Ssserpent wearily asks to be returned to the Plumbers' prison cell he was previously in.

Vreedle Brothers

Octagon and Rhomboid Vreedle (voiced by John DiMaggio and Rob Paulsen) are an army of clones of two alien brothers, all of which work as "Repo" men. The Octagons are slimy and the most intelligent of the duos , while the Rhomboids are fat and naive. In "Con of Rath," Rhomboid accidentally reveals the Vreedle's are all clones created by their parents, who created multiple clones of them using an expired "cloning kit." Rhomboid also said that the "Clones" created with that kit were considered to be "spoiled", meaning the Vreedle Bros are basically defective clones(thus explaining their intelligence), before Octagon is forced to remind him that information is of a "private family matter". When they returned after their ship exploded, they stated that that sort of thing happen with disturbing frequency, resulting in their parents buying "a whole lotta" home cloning kits.

Will Harangue

Will Harangue (voiced by John DiMaggio) is a loud-vocaled television newscaster who hosts "The Harangue Nation" on cable. He utterly despises Ben for his destructive actions and is constantly trying to denounce Ben as a threat to the nation, in a manner similar to Marvel Comics' infamous J. Jonah Jameson.

In "Video Games", a fake programmer working for Harangue tricks Ben into recording motion-captures of his aliens for a video game, which is then programmed into a giant, spider-like robot. With the data, the robot is able to counter all of Ben's aliens in combat, and Harangue controls it personally in an attack on Ben to prove his "evil" intents. Though Ben is able to destroy the robot by transforming into Nanomech (having been considered too small to be useful) and disabling it from within, Harangue still successfully takes the TV footage from the fight and turns it into more slander against Ben.

Agreggor

Agreggor (voiced by John DiMaggio) is an Osmosian, from the distant planet Osmos, with long black hair and pale tan skin along with small horns coming out of his head. He can absorb any type of matter and energy and use them by the force of his will. Agreggor can also absorb the powers of aliens, but he can only used a tenth of the alien's power after doing so. To bypass this weakness, Agreggor kidnapped five aliens from the Andromeda Galaxy so he could permanently drain their powers with a machine he built back on his homeworld. After which, he planed on using the powers to obtain an "ultimate prize". His plans were delayed when the aliens managed to escape from his ship, and crash land on Earth.

Determined to reach his goal, Agreggor is hunting each of the aliens one by one. Through unknown means, he has been able to intercept Ben's calls for help transporting any of the aliens he finds back to their homeworld. Through this method, he has already captured three of the five aliens that escaped.

Omnitrix/Ultimatrix

The Omnitrix, short for Omni-matrix, is an alien device created by Azmuth created with the objective of developing better understanding between all species in the universe and establish peace and harmony among them, doubling as a genetic ark. However, the Omnitrix also had unforeseen offensive capabilities that attracted Vilgax's attention before it found its way to Ben, who became its default user. Eventually, the Omnitrix was destroyed and replaced with a enhanced version called the Ultimatrix, which allows the alien form its user is in to evolve into a more powerful form.

Heatblast

Heatblast (voiced by Steven Blum in the first series, David Franklin in the live-action movie, Grey DeLisle on Gwen) is a Pyronite (pyro meaning fire and "nite" as in ignite) from the star Pyros. Heatblast is Ben's first transformation, accidentally activated in the pilot episode "And Then There Were 10" when Ben was trying to remove the Omnitrix immediately after it first attached to him. Heatblast is a magma-based life-form that can control fire at will, either projecting it in a wide range of forms or absorbing it into himself. He can fire streams of flame, create fireballs, manifest tornadoes of flame, utilize those tornadoes to carry himself and others short distances, and radiate heat in all directions for a localized explosion. He can also achieve flight by firing at the ground to propel himself like a rocket. Apart from this, Heatblast is also a highly durable alien, able to endure being thrown through buildings without being slowed. While under the influence of an illness, Heatblast's powers are reversed, giving him cryokinetic (cold and ice) powers instead of the normal pyrokinesis (heat and flame). Heatblast's dependency on heat is also his weakness, as his powers can be negated by sufficient amounts of water or similar fire-extinguishing materials and large amounts of water can extinguish him permanently. He is also unable to lower his own body temperature, which prevents him from touching things without burning them, people included.

In the future, Headblast has flames coming out of his shoulders and his head looks like bigger.

Wildmutt

Wildmutt (vocal effects provided by Dee Bradley Baker, briefly voiced by Tara Strong in "Ghostfreaked Out") is a Vulpimancer from the garbage planet Vulpin (a play on vulpine, which means fox). Ben first transformed into Wildmutt in "And Then There Were 10" after his second experiment with the Omnitrix. This was Ben's first intentional transformation. Wildmutt is a vaguely dog-like alien whose physical features are a cross between a lion and a gorilla. Wildmutt's powerful arms allows him to run, jump, and climb objects at high speeds, in addition to making him fairly strong. Wildmutt has no eyes, but has gills on his neck that allow him to hear and smell many times better than humans, giving him radar-like sight, which is depicted as functioning somewhat like a thermograph sensor. According to various profiles on Wildmutt, the porcupine-like quills on his back supplement his radar sight and can also serve as weapons, either protecting Wildmutt while he's rolling, or as projectiles fired off at will.This ability is unique to adult Vulpimancers, and since Ben's version is only ten years old, these quills haven't developed. Wildmutt's weakness, though it is rarely an issue, is his lack of sight, which can be impeded through various means,and he is rendered effectively useless if his nostrils are clogged. Wildmutt is also the only Omnitrix alien who cannot speak in any understandable fashion, communicating through snarls and growls, which can be a problem when attempting to relay messages or avoid conflict. When Ben gets a cold and turns into Wildmutt, Wildmutt's gills are clogged with mucus, basically blinding Wildmutt. Wildmutt can be defeated in ease using a loud sound or a sharp chemical.

In the future, Wildmutt has much more pronounced feline traits, including stripes and a tail.

Diamondhead

Diamondhead (voiced by Jim Ward in the first series, Vanessa Marshall on Gwen, Daran Norris in the live-action movie, Dee Bradley Baker in the second series) is a Petrosapien ("Petro-" referring to rocks, "sapien" referring to an intelligent being; Petrosapien would mean "intelligent rock") from the planet Petropia (a combination of the Greek "Petro-" and "topos", forming a word similar to "rock place"). The planet was destroyed by Vilgax with assistance from Tetrax, who unknowingly helped him create the weapon that destroyed his home. This was originally the case, but in Ben 10: Alien Force, at the episode "The Secret of Chromastone", it was revealed that the object used to destroy Petropia was a crystal that must be used by Sugilite (the Crystalsapien whose DNA was used for the sample of Chromastone) to recreate the planet. Petropia was reborn in this episode, and all Petrosapiens now resemble Ben's Diamondhead form, all but Tetrax because he was offworld watching the destruction of his planet from Vilgax's ship, the Chimerean Hammer. Ben first transforms into Diamondhead in "And Then There Were 10" when he needed to destroy Vilgax's giant robot. In the planning stages, Diamondhead was set up to be one of the aliens Ben would have discovered later on, while Cannonbolt would have been one of the original ten.

Diamondhead's body is composed of an extremely durable organic crystal, making him nearly invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude crystal weapons from any part his body on demand or fire crystal shards from his hands. This same ability also allows him to regenerate to an extent, such as regrowing lost limbs. In addition to growing crystal from himself, Diamondhead can grow crystal over other objects. Lasers and other similar weapons are useless against Diamondhead, as his crystal body acts as a prism, refracting the beams. The one drawback to Diamondhead's crystal form is the crystal itself, which can shatter if exposed to sufficiently strong sonic vibrations. While Petrosapiens can regenerate limbs, there is a limit to how much damage they can recover from.

In Ben 10: Alien Force, Diamondhead reappears after Chromastone is temporarily destroyed by Vilgax. He no longer wears a costume, the Omnitrix symbol moved to his chest from his left-chest, instead having a body composed of material similar to that of Chromastone. In the future, Diamondhead looks like a little bigger and with bigger crystal cones in the back.

XLR8

XLR8 (voiced by Jim Ward) is a Kineceleran (a portmanteau of the words 'kinetic' and 'accelerate') from the planet Kinet (the first part of kinetic, which is movement energy). Ben first transformed into XLR8 in "And Then There Were 10" when he decided to play around a bit with his newfound power, using the form to get revenge on some bullies that he fought with earlier in the episode. XLR8 resembles a semi-armored velociraptor, the base creature for the form's design. XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien biology, leaving the features of his head unknown. Kinecelerans are said to be incapable of running on slippery surfaces. Furthermore, because of their constant motion, Kinecelerans build up large stores of static electricity, which reacts badly with water. XLR8 has never had either of these problems. XLR8 can manipulate friction to reach speeds of 300 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in rapid succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks with relative ease. His scissor-like claws can also cut through objects. XLR8's weakness is his lack of physical strength, which is about on par with a normal human, although his speed tends to make up for it. Magnets and charged pulses are said to be a problem, apparently disorienting Kinecelerans to the point that they cannot balance properly.

In the future, XLR8 is more pointed head, he seems to be larger and their color is replaced by bluish gray, and he has a scanner built into the helmet, the product of nanotechnology Ben 10,000 uses to enhance his aliens.

Grey Matter

Grey Matter (voiced by Richard Steven Horvitz in the first series and Carlos Alazraqui in the live-action movie, Kari Wahlgren on Gwen) is a Galvan (the former a play on actual grey matter and Greys, the latter a play on galvanization) from the planet, Galvan Prime. Grey Matter's size belies his great calculative and technical intellect and when it comes to intellect he's second to none. He can create almost anything from spare parts and deduce the function of any device at a glance. Also, Grey Matter's intellect serves as a problem solver and analytical help in difficult situations. Grey Matter's diminutive size allows him to squeeze into small spaces, and he can climb walls thanks to tiny suction cups on his skin. He also has sharp teeth, and his slimy skin makes him difficult to grab. Unfortunately, Grey Matter's size makes him unsuitable for battle, and hence Ben must outsmart his enemies while using the form. Grey Matter has, however, proved very valuable when used, as he is capable of hiding in very tightly compacted areas, and the form's supreme intellect has helped in many situations. Ben officially first transformed into Grey Matter in "Washington B.C." when he saw that a gold Sumo Slammer card could be found in a box of cereal. Gwen found him looking for the card in the cereal boxes at the supermarket. Although Ben rarely intentionally selects Grey Matter, he often finds himself in that form as a result of accidental transformations, such as in "A Small Problem". Most of these situations occur when Ben intends on transforming into a large, powerful alien, making his change into Grey Matter all the more ironic.

Four Arms

Ben's preferred offensive form is Four Arms (voiced by Richard McGonagle in the first series, Vanessa Marshall on Gwen, Dee Bradley Baker in the third series), a Tetramand (tetra meaning "four" in Greek, mand being "arms" in Latin) from the desert planet Khoros. Khoros epitomizes a dystopia, resulting in the strength-oriented Tetramands. Four Arms is the most used alien in the original series, since it is the form that most suits 10-year-old Ben's fighting style: blindly rushing at the enemy with little forethought. Ben first transformed into Four Arms in "Washington B.C." when he needed to fight the giant woolly mammoth that Dr. Animo had reanimated. Four Arms is a 12-foot-tall (3.7 m) four-armed, four-eyed powerhouse with armored skin and extremely dense musculature, making him unmatched in pure physical strength. His strength is such that he can create shockwaves simply by pounding the ground or clapping all four of his hands together, dubbed the "Big Smack", and his leg strength allows him to cross entire city blocks in a single jump. However, all the extra mass of his muscles and heavy skin makes Four Arms relatively slow, and his size likewise makes using things designed for smaller species difficult, especially when enlarging them is a bad idea. When under the effects of an illness, Four Arms strength and stamina are somewhat lessened and he develops pungent hives in his armpits.

In Ben 10: Ultimate Alien, he no longer wears a costume, the Omnitrix symbol moved to his chest from his left-shoulder, he has an appearance reminiscent a Greek warrior, with bracelets and a ponytail, and has green eyes instead of yellow. In the future he is larger, the spikes on his arms are bigger, their canine teeth are more developedhe, and wears his original costume.

Stinkfly

Another of Ben's more commonly used forms, Stinkfly (voiced by Dee Bradley Baker) is a Lepidopterran from the swamp planet Lepidopterra (a play on lepidoptera, the scientific name for butterflies and moths). Ben first transformed into Stinkfly in "Washington B.C." when he had to save Gwen after she fell from the Washington Monument. Stinkfly is meant to be a combination of various Earth insects (dragonflies, crickets, and praying mantises specifically). His primary ability is flight facilitated by the four thin wings on his back, which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength, enough to carry people and objects heavier than himself. In "Don't Drink the Water", the child form of Stinkfly (Stinkyfly) was able to unleash a powerful herbicide gas by farting. Stinkfly's four eye stalks give him a wide range of vision from the sky, including the ability to look directly behind himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of liquids. The type of liquid can range from a flammable toxin to an immobilizing jelly. His razor-sharp tail and pincer-like legs can also be used in melee combat. Stinkfly's primary weakness is water, which can negate his flight if it gets on his wings. In addition, while his body is fairly strong, his wings are not. A more minor inconvenience is Stinkfly's intense body odor (hence the name), which is a result of the oils he secretes to keep his joints moving.

In the future, Stinkfly has the front legs resemble those of a mantis, has antennas, the pupils are visible and their sting is bigger.

Ripjaws

The aquatic alien Ripjaws (voiced by Fred Tatasciore) is a Piscciss Volann (from piscēs, the Latin word for fish) of the water planet Piscciss. Ben first transformed into Ripjaws in "The Krakken" in order to take the Krakken's eggs back from Jonah Melville. Ripjaws shares a number of traits of Earth aquatic life-forms—namely alligators, eels, anglerfish, and sharks—combined into a single being. Naturally, his main ability is being able to breathe underwater. Ripjaws can also withstand a remarkable amount of pressure, and his luminescent dangler allows him to see in the darkest of depths (or otherwise dark areas). He can swim at great speeds, and his sharp teeth and claws can pierce through almost anything. His lower jaw can unhinge to allow him to bite much larger objects. Though his tail hides a pair of legs for travel on land, Ripjaws is limited by his need to remain hydrated, dehydrating rapidly if left out of the water for even a few minutes, therefore, he is the one of the aliens less used in the series.

Upgrade

Upgrade (voiced by Tara Strong in the first series, Paul Eiding on Grandpa Max) is a Galvanic Mechomorph (mecho- meaning machine and -morph meaning shape) of the moon Galvan B, which orbits Galvan Prime. Though originally uninhabited, Galvan B was accidentally brought to life when Galvan scientists introduced self-replicating nanotechnology to the moon, which bonded with the moon's minerals and created sentient life. Ben first transformed into Upgrade in "Permanent Retirement" to stop some criminals who were robbing an ATM. Upgrade is the only alien form in which Ben's voice does not change, aside from the more computerized tone behind it. The reason for this is revealed in the enhanced version of "Game Over"; Galvanic Mechomorphs can't bond with living organisms, so Ben's transformation into Upgrade is incomplete.

Upgrade is composed of nanotechnology, allowing him to reshape his body at will. This makes restraining or harming him difficult, as he can "melt" to avoid either and will quickly regenerate from any damage taken. Upgrade can also merge with other technology, earning his name by upgrading it far beyond its original design as long as he is merged with it. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body. Even without a machine at hand, Upgrade can reconfigure his form around his eye to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes. Upgrade's weakness is his specialization: being technology-oriented, Upgrade cannot possess biological creatures, and sentient or more powerful robots are harder for him to control. Upgrade's liquid-metal composition can also work against him, namely where electrical attacks are concerned. Furthermore, any sort of metal corrosive can upset Upgrade's delicate internal workings and wreak havoc on his systems. He has also proven to shoot green lasers when he is angry, though this has rarely happened.

Ghostfreak

Ghostfreak (voiced by Steven Blum in the first series, Jeff Bennett in the second series) was originally one of Ben's aliens who's DNA was taken from Zs'Skayr, the High Ecto-Lord of the Ectonurite homeworld of Anur Phaetos, who existed in the Omnitrix due to Ectonurite's having the ability for their mind to exist in even in the smallest strand of their DNA. Ghostfreak's original appearance was similar to that of a ghost with a black track along his skin but after freeing himself, he tore off the protective second skin to reveal his true horrifying form. He has the power to phase through matter and possess humans by going into them and controlling them. He also has telekinesis over beings he possesses and becomes far stronger if he's in complete darkness, which allows him to become even scarier in appearance and fire a powerful energy beam from his chest. However, his weakness is without the second skin protecting him, sunlight can cause him to combust and die.

Ghostfreak first took over Ben offscreen to contact Dr. Vicktor to stage an invasion of Earth. He eventually broke free of the Omnitrix, and tried to possess Ben repeatedly. Later, his minion Doctor Vicktor revives him and he tries to block out the sun so he can conquer the Earth, fighting Ben and eventually being exposed directly to the sun to defeat him, but not before his DNA was re-added to the Omnitrix, only in his true form.

Zs'skayr was eventually contained, but Vilgax freed him in exchange for information about the Omnitrix. Unfortunately, Zs'skayr betrayed Vilgax and conquered his homeworld of Vilgaxia, turning its population into copies of his original form. Ben eventually reabsorbed Zs'skayr but was overtaken by him. While Vilgax fought, Zs'skayr was stunned in a flash of light, letting Ben retake his body and to return Ghostfreak to the watch again, he can use him again when ever he want to.

Since the present Ghostfreak is a genetic copy of Zs'Skayr, it's unknown what happened to the original Zs'Skayr who his DNA was sampled from.

Cannonbolt

Cannonbolt (voiced by Fred Tatasciore in the first series, Vanessa Marshall with Gwen's mind, Dee Bradley Baker in the second and the third series) is an Arburian Pelarota (based on pelota, Spanish for "ball" and rota, a play on "rotation") from the planet Arburia. The information from the Bandai Alien Collection toy for Cannonbolt refers to his species as a Vulpinic Tortugan (tortuga is Spanish for "turtle") from the planet Vulpin, from which Wildmutt also originates. The Vulpinic Tortugans are Pellorotors that moved to Vulpin, then mutated due to the pollution and developed the ability to breathe fire. The Pellorotor home planet was destroyed by "The Great One" shortly before Ben discovers the form in "The Big Tick".

Cannonbolt is the first new alien to appear on the Omnitrix, and eventually replaces Ghostfreak in the opening theme. Cannonbolt was originally meant to be one of the original ten aliens, but was replaced by Diamondhead in production.

Cannonbolt is a hulking, broad-shouldered alien covered in natural armor plating. This armor can resist almost any attack, ranging from acids to lasers to extreme heat. By curling up into a ball, much like an armadillo or pillbug, Cannonbolt can encase himself in his armor, becoming virtually invulnerable. On Cannonbolt's planet curling up into a ball is a defence mechanism. He can then spin himself like a wheel, rolling into enemies at high speeds to attack. The drawback is that Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult, as he can't slow down quickly. In addition, Cannonbolt's speed and maneuverability is limited outside of his ball form, owing to his bulk and high center of gravity.

In Ben 10: Alien Force and Ultimate Alien, the only change was the Omnitrix symbol, he moved to his chest from his forehead, and the eyes, which them passed from yellow to green. As Ultimate Cannonbolt, his body is now cyan with a darker shade of gray on his now spiked armor, capable of holding, as shown when Kevin couldn't hold P'andor for a long time, Ben used Ultimate Cannonbolt to hold Kevin and P'andor to P'andor not to escape. In the future, Cannobolt has a kind of black pants and a kind of rings in yours fingers.

Wildvine

Wildvine (voiced by Jim Ward) is a Florauna (a combination of flora and fauna) from the planet Flors Verdance (a combination of flora and verdens, Latin for green). Wildvine makes his first appearance in the episode "Camp Fear" as an accidental transformation. Wildvine is a plant-based alien with five vine-like legs, four-fingered claws, and venus flytrap-shaped flaps covering his head. Wildvine can grow to stretch his limbs great lengths or grow thorns to cause additional damage. He can also merge with other plants, and can burrow underground to conduct surprise attacks or travel quickly. Eight regrowable seeds on his back can be used as various types of explosives, both lethal and non-lethal. When exposed to cold, kept from sunlight, or deprived of a water source, however, Wildvine quickly withers up.

Spitter

Spitter (voiced by Dee Bradley Baker) is a Spheroid from the rainy planet Scalpasc. A large, blowfish-like alien, Spitter has the power to spit slime at high pressures.

In "Ben 10,000," and "Ken 10" Spitter is an alien used by adult Ben Tennyson in his fights with Dr. Animo and Vilgax. In "Ken 10" he is used by Ken to fight Kevin.

Spitter is scheduled to appear in Ben 10: Ultimate Alien."

Buzzshock

Buzzshock (voiced by Tara Strong on Ken Tennyson) is a Megawhatt (the electric aliens from "Tourist Trap") from the Nosedeen Quasar with electric powers (a megawatt is a unit of power equal to one million watts, while quasars are astronomical bodies capable of producing vast amounts of energy). Buzzshock has electrical based powers, can fly, duplicate himself and make sonic howls.

In "Ben 10,000," Buzzshock is one of the aliens used by adult Ben Tennyson in his fight with Dr. Animo. In "Ken 10," Buzzshock is used by Ben's son Ken.

Arcticguana

Arcticguana (voiced by Tom Kane) is a Polar Manzardill, one of many types of Manzardill, from the polar ice caps of X'Nelli. He is a blue iguana-like alien that can breathe freezing vapor.

In "Ben 10,000," Arcticguana is one of the aliens used by adult Ben Tennyson where he uses this form to freeze Vilgax in the river. Afterwards, he almost considered naming this form Absolute Zero when Ben as Diamondhead considered using the name Arcticguana. He is also used by adult Ben in "Ken 10".

Arcticguana is confirmed to appear in "Ben 10: Ultimate Alien."

Benwolf

Benwolf (voiced by Tara Strong) is a Loboan (as in Lobo, Spanish for wolf) from the Anur Transyl moon, Luna Lobo (literally translating from Spanish as "Wolf Moon"). This character would seem to be based on the Wolf Man, from various horror films of the mid-20th century, to keep with the "horror" element associated with Ghostfreak. Ben obtains this form after an alien of the same species scratched the Omnitrix in episode "Ben wolf" , causing its DNA to be added into Ben's selection of aliens. According to the show's "popup edition," the result of Ben's battle leaves the Omnitrix half way between "Collection Mode" and "Active Mode", causing him to transform over the course of several hours instead of instantly as he normally does.He has super agility and can send a green shock wave by peeling back his lupine snout. He can propel himself like Heatblast by sending his shock wave on the ground.

Benmummy

Benmummy (voiced by Richard Green) is a Thep Khufan (playing with the word Khufu, an Egyptian pharaoh) from the desert planet Anur Khufos. This character would seem to be based on the Mummy, from various horror films of the mid-20th century, to keep with the "horror" element associated with Ghostfreak. Ben gains this form in "Under Wraps" when another Thep Khufan inadvertently adds its DNA to the Omnitrix, but accidentally transforms into Upgrade instead when trying to use him. Ben first uses the form in "The Return" to fight off the Yenaldooshi. The credits give the name "Benmummy," though Ben never named it on-screen. Ben's version looks slightly different, with his eyes and the gaps between his bandages glowing green instead of purple. Benmummy also has black bracers and greaves, as well as a smaller mask and the Omnitrix symbol on his left shoulder. Benmummy can speak, even though the original seems to be mute. He also makes a short appearance in "Ken 10".

Benvicktor

Benvicktor (voiced by Michael Dorn) is a Transylian (a play on the region of Transylvania, the setting for many monster movies) from the planet Anur Transyl. This character would seem to be based on the Frankenstein Monster, from various horror films of the mid-20th century, to keep with the "horror" element associated with Ghostfreak. Ben first gains this form while battling with Doctor Vicktor in "Be Afraid of the Dark", during which time Doctor Vicktor accidentally grabs the Omnitrix. Ben uses the form later in the same episode to fight Ghostfreak. The credits give the form's name as Benvicktor, even though Ben himself has yet to name it. Benvicktor looks slightly different from Doctor Vicktor, the source alien. Benvicktor sports longer hair, a smaller left eye, possesses excellent reflexes, able to quickly spin around and backhand a super-speeding XLR8 when the latter attempted a sneak attack on him, is super strong and agile for his monstrous size, intelligent, can teleport, and generates green lightning rather than purple.

Upchuck

Upchuck (voiced by Dave Wittenberg in the first series, Dee Bradley Baker in the second and the third series) is a Gourmand (from the French word gourmet meaning one who enjoys fine food or glutton) from the planet Peptos XI (Peptos being the Greek word for 'cooked' or 'digested' and the XI being the roman numeral for eleven). Upchuck first appears in the episode "The Visitor", in which an alien named Xylene enters a code into the Omnitrix to activate the form.

Upchuck is a small alien with a very large appetite. He has four strong, adhesive tongues that can stretch to great lengths, allowing him to latch onto large objects and reel them in with relative ease. Upchuck's mouth and stomach stretch to facilitate the digestion of such objects. Upchuck possesses several acid-filled stomachs that can dissolve all forms of inorganic matter, meaning he can't digest organic matter such as ordinary food. The items ingested are converted into explosive balls of liquids that can be expelled at will with great accuracy. He can also eat energy and rays, when he eats rays, he can shot the ray just as it is fired. Upchuck also seems to have impressive stamina for his size, as he is able to take on the impact of a moving car as well as survive being thrown through a wall. An impediment to Upchuck is his small stature. Despite his appetite, Upchuck can't seem to easily digest human food, as Ben realized when he tried to eat pizza, only just the alien form do not like the food. However, Gourmands can apparently outgrow this weakness, as in Ben 10: Alien Force, Upchuck proves capable of drinking the liquid from a magically animated giant smoothie cup, but does not digest it.

In Ben 10: Alien Force and Ultimate Alien, his appearance is slightly different from the original series, with the Omnitrix symbol moved to his chest from his left-hand, a new color scheme consisting of shades of brown and yellow with black spots on his skin, a higher voice, and green eyes instead of white.

Ditto

Ditto (voiced by Rob Paulsen) is a Splixson (based on the word "split") from the Earth-like Planet Hathor (based on the Egyptian goddess Hathor who was turned into Hathor from Sekhmet). Ditto is a kid, humanoid alien with the ability to clone himself without limit. Every clone operates independently, regardless of whether or not Ben wants them to, and each clone is indistinguishable from the others. Though the clones are autonomous, they share each other's pain, and the death of one clone will cause the death of the rest (as seen with Dr. Animo's Ditto-enhanced Stinkfly mutants), which negates the usefulness of making large numbers of clones. The child-size Ditto is also no stronger not faster than his size and build suggests.

Eye Guy

Eye Guy (voiced by Dee Bradley Baker) was introduced in the first alternate opening of Ben 10: Secret of the Omnitrix, replacing Heatblast during the fight with Doctor Animo. How Eye Guy was obtained is never addressed. Eye Guy's upper-body is covered in eyes, hence the name, though he ironically has no eyes on his head, which consists of a mouth and a very large pair of batlike ears. From these eyes, Eye Guy can fire numerous energy beams. The eyes can be merged to create different effects, such as three on his shoulder, which can form a freezing beam. By merging every eye into the large eye in his chest, he can fire his strongest energy blast. He can also scale walls. His only appearance in the TV series itself was in "Ben 10 vs. the Negative 10", where Ben was attempting to prevent the Negative 10 from stealing the Sub-Energy.

Way Big

Way Big (voiced by Fred Tatasciore in the first series, Dee Bradley Baker in the second and the third series) is a To'kustar (from the Japanese term "tokusatsu", given Way Big's resemblance to characters from the Ultra Series), not so much an alien species as an anomaly created during cosmic storms. He is by far the biggest alien in Ben's arsenal. Way Big's size grants him extraordinary strength, enough to throw Vilgax into space when he'd grown to the same size, and invulnerability to most attacks. Way Big is introduced in "Secret of the Omnitrix".

And Way Big, like Upchuck and Cannonbolt, returns in the second season finale of Ben 10: Alien Force after Azmuth unlocks the Omnitrix master control, makes a few appearances in Ben 10: Alien Force, with green eyes. His face is longer and has less detail.

Eon

Eon (portrayed by Christien Anholt) was introduced in the Live-Action movie Ben 10: Race Against Time when the antagonist, Eon, was using the Omnitrix in its purple form and used it to make a younger version of himself without a helmet. Young Eon was activating the Hands Of Armageddon and Gwen was telling him to snap out of it, but it only worked when she said she loved him and Ben got his Omnitrix symbol back, changing back to Ben. Eon escaped the Omnitrix, and Ben as Wildmutt killed him and destroyed the Hands Of Armageddon.

Swampfire

Swampfire (voiced by Dee Bradley Baker) is a Methanosian from the planet Methanos (referring to Methane). Swampfire is a plant-like alien with a fire-patterned head. He is described as a living swamp. He has superhuman strength, vast regenerative powers, the ability to control plant life through a type of flammable gas, and the ability to shoot fire from his palms, which can also be used to launch his body for flight. The fire is created by igniting methane naturally produced within his body, which makes him stink. He can also produce seeds that quickly grow into vines that he can control. His regenerative ability allows him to alter his own body, such as tunneling underground in vine form, growing his feet to root himself into the ground, heal the limbs of others, or passing through prison bars.

Through the Ultimatrix, Swampfire becomes a tree-like version of himself with three blue gooey shells containing a highly inflammable substance that Ultimate Swampfire uses to make fire bombs, shoot nova blasts, create blue fire tornadoes. Both forms of Swampfire were Ben first's alien forms in the first and final episodes of Alien Force respectively.

Echo Echo

Echo Echo (voiced by Dee Bradley Baker) is a silicon-based life form known as a Sonorosian from the planet Sonorosia (the word "sonoros" in Galician it means "sound"). He is a small white alien whose body is a living amplifier. He can scream at ultrasonic frequencies capable of overloading machinery and stopping projectiles in mid-flight. He also has the ability to duplicate himself like Ditto, but different in that the clones aren't linked in any way and can revert even if all duplicates aren't re-integrated, which splinters the original's personality. He can also use echolocation, and can channel vibrations to enhance his power. He can also transmit sound waves through speakers.

Through the Ultimatrix, Echo Echo becomes a taller blue version of himself with green eyes and black lines on his body. In this state, Ultimate Echo Echo can now shoot sonic discs instead of sonic blasts and can use a stronger soundwave.

Humungousaur

Humungousaur (voiced by Dee Bradley Baker) is a Vaxasaurian ("sauria" being a clade of lizards, while "vaxa" in Icelandic means "grow"), a 12-foot-tall (3.7 m) humanoid dinosaur alien from the planet Terradino ("terra dino" means "dino land" in Italian). He has great strength and a thick layer of skin that provides vast resistance to injury. Humungousaur also has the power to increase his own body size and mass, using dimensional displacement (according to Dwayne McDuffie) growing up to sixty feet in height (making him Ben's second largest alien right after Way Big). His strength increases as he grows, and his dinosaur features become more pronounced, growing Stegosaurus-like plates on his back, a crest from his forehead, and spikes on his tail. Recently Humungousaur has proven to be durable enough to survive in space for at least a few minutes. His first appearance is in "Ben 10 Returns" Pt. 2 when Ben fights a swarm of DNAliens. Ben used the Humungousaur more to perform the simplest tasks. Like the original series, when Ben selected the Humungousaur, the Omnitrix activated another alien (the same case with Four Arms).

Through the Ultimatrix, Humungosaur becomes a larger green-skinned version of himself with gray horns on his head, arms, chest, back and end of tail. This appearance looks like a humanoid Ankylosaurus. Ultimate Humungousaur also has some helmet on his head with blue color. He can convert his hands and fingers into missile-like weapons, and has the power to grow up to 120 feet tall. This form was first used by Albedo in Alien Force's series finale, While Ben first uses it in the Ultimate Alien Episode "Too Hot to Handle".

Jetray

Jetray (voiced by Dee Bradley Baker) is an Aerophibian (a play on "aero" for air and "amphibian") from the planet Aeropela. Jetray is a manta ray-like alien capable of flying and swimming as fast as XLR8, being able to reach significant fractions of light speed. As Jetray, Ben can shoot neuroshock blasts through his eyes and tail, which are strong enough to carve through stone. He can also breath in water and the depths of space. Jetray first appears in "Everybody Talks About the Weather" when Ben needed to chase after Alan Albright, a human/Pyronite hybrid.

Big Chill

Big Chill (voiced by Dee Bradley Baker) is a Necrofriggian ("necro", meaning death, and "frigid", meaning very cold) from the planet Kylmyys (the Finnish word for coldness). A moth-like alien, Big Chill's wings and antennae can fold up into a cloak of sorts, giving him the appearance of a phantom. He can become intangible, fly, has superhuman strength despite his frail appearance, and can breathe freezing vapor. He can also freeze the objects it phases through at his discretion. He can also make ice beams from his hands, and control the flows of his ice beams. Counter-intuitively, Big Chill is easily capable of withstanding extreme heat, at one point drinking molten metal directly from a massive smelting cauldron. Necrofriggians are also known to asexually reproduce laying eggs every 80 years reproducing in large numbers. He first appears in "Kevin's Big Score" to chase down Kevin after he stole the Rustbucket. During its reproductive cycle, it takes over Ben's body like Ghostfreak and eats metal objects, causes Ben to give good advice, and causes Ben to eat a lot of pickles. Ben does not remember anything he does with Big Chill during the cycle. After the cycle ends, Ben can control Big Chill.

Through the Ultimatrix, Big Chill becomes red-skinned version of himself. In this state, Ultimate Big Chill can now also create "ice flames", which he expels much higher volumes than regular Big Chill. He was first seen in "Hit Em Where They Live", to fight Vulkanus.

Chromastone

Chromastone (voiced by Dee Bradley Baker) is a Crystalsapien from the planet Morotesi (which is the Turkish word for ultraviolet, his name is a pun on chromatics, the science of colors, and stone). Chromastone is a super dense silicon life-form able to absorb energy like a conductor and channel it into laser blasts or less-intense natural light. He can also allow it to pass harmlessly through his body via refraction, or can be blasted back at the foe. Chromastone can seemingly produce blasts without having to absorb energy, though it may be due to absorption of radiant energy like sunlight, or streetlamps or just ambient energy. Equipped with the sacred crystal of the Petrosapiens, his genetic donor Sugilite was able to fly and bring back the destroyed planet Petropia. Although Chromastone becomes accessible again after the events of "The Secret of Chromastone", he appeared in the first episode of Ben 10, to fight Bivalvan, what was strange is that he was electrocuted and passed out, and it can absorb without anything happening, as seen in "Birds Of A Feather".

Brainstorm

Brainstorm (voiced by Dee Bradley Baker) is a Cerebrocrustacean (a play on "cerebrum" and "crustacean") from the planet Encephalonus IV (a play on "encepha-", a prefix referring to the brain). Brainstorm is a genius crustacean alien with the ability to control electrical energy and project force fields around himself and others through thought, accomplished by opening the exoskeleton plates on his skull. He also has the power to levitate, and create electricity from his pincers without needing to open his skullplates as well. In this form, Ben speaks with much greater diction and with a British accent.

Spidermonkey

Spidermonkey (voiced by Dee Bradley Baker) is an Arachnichimp (a play on arachnid and chimpanzee, Spidermonkey's name is also an obvious pun on spider monkey) from the planet Arahnascimmia (can also be called "Arachna", said by Simian) . As his name suggests, he is a six-limbed monkey-like alien, with four green eyes, hairy body, and a line coming out from his Omnitrix symbol to his back. He has superhuman agility and, like a spider, can spin webs that he can swing from or create spider web from his tail, and stick to walls. When Ben transforms into Spidermonkey, he talks in an excited, childish tone and displays mischievous characteristics with occasional monkey-like screeching.

Through the Ultramatrix, Spidermonkey evolves into a gorilla-like form with four spider arm/legs coming from the back of him to provide him mobility due to his shrunken legs. In this state, Ultimate Spidermonkey is stronger and can spit webs from his mouth.

Goop

Goop (voiced by Dee Bradley Baker on Ben and Albedo, James Remar on Vilgax) is a Polymorph (a word meaning "many shapes") from the planet Viscosia (a play on "viscosity"). He is a shape-shifting, self-regenerating green blob that weighs 200 pounds. Goop controls his slime through an artificial gravity generator, like a small UFO that has a button on it that turns him off. The gravity generator allows the slime to take any shape and levitate. However, if the ship and the slime are separated by even a short distance, the slime will become inert until the ship recollects it. Goop's slime can be made acidic, and the ship's edges have been shown to be sharp enough to cut through material such as Swampfire's body. Goop first appears in "The Gauntlet" when Ben battles a Techadon.

Alien X

Alien X is a Celestialsapien ("celestial" referring to a supernatural being and "sapien" meaning "wise" in Latin) from the planet Zvezda (meaning "star" in the Bulgarian language, Russian language, Serbian language and the Slovenian language, or "knowledge" from veda in Sanskrit). As its name implies, Alien X is the tenth alien that Ben becomes. Alien X is capable of warping reality at a whim . He has a black body covered with tiny white stars, black feet, green eyes, and three horns protruding from his head. Alien X possesses three distinct personalities:

• Serena (voiced by Vicki Lewis) - The voice of love and compassion.
• Bellicus (voiced by Kevin Conroy in the TV series, Jeff Bennett in "Ben 10 Alien Force: Vilgax Attacks") - The voice of rage and aggression.
• Ben Tennyson (voiced by Yuri Lowenthal) - The voice of reason.

All three speak in unison when Alien X speaks. For Alien X to perform any action, including but not limited to simple movement and transforming back into Ben, two thirds of Alien X's personalities must agree to do so. As both Serena and Bellicus have been arguing for an eternity, and before Ben had no tiebreaker, getting them to focus on any present task is difficult at best, leaving the body of Alien X frozen in place while Ben attempts to convince them to act.

In Ben 10 Alien Force: Vilgax Attacks, Alien X is first mentioned at the beginning of the game by Paradox stating to Ben that now would not be the good time to use Alien X. After Vilgax was defeated and Psyphon powers up the Null Void Projector, Paradox arrives telling Ben that now is the time to use Alien X. When Ben becomes Alien X, he tells Bellicus and Serena that unless they can help save the Earth, they will be destroyed as well. Alien X manages to deflect the attack causing Vilgax and Psyphon to end up in the Null Void Dimension.

Lodestar

Lodestar (voiced by Dee Bradley Baker) is a Biosovortian. He has the power to create magnetic fields, enabling him to repel, attract, and control metallic objects. In the episode "Busy Box," it is also shown that he can emit magnetic pulses. Dwayne McDuffie also says he has super strength which is yet to be demonstrated. Lodestar is introduced in the third season episode "Simple", though his hologram is seen at the end of "War of the Worlds" when the Omnitrix resets itself. Lodestar has black skin with yellow stripes, large, spiked shoulders, and pincers for hands. His head, which pivots on magnetic fields, seems to be made of large, bent rectangles of metal, with green eyes, and a mouth that doesn't move when he speaks. His voice is metallic and robotic. His head levitates between his shoulders, which is held in place magnetically.

His name is a play on lodestone, a magnetic iron ore.

Nanomech

Nanomech (voiced by Alex Winter in "Ben 10: Alien Swarm," Dee Bradley Baker in the third series) is a miniature carbon-silicon-based life form, introduced in the film Ben 10: Alien Swarm. He is a Nanomechian from the hive planets. He can also alter his body to adapt to any situation. Being a part of the chips' hive mind however renders him vulnerable to the Queen's link to the other chips, though unlike the drones he retains his individuality. It's worth noting he is drastically different than the source alien, which are insect-like while Nanomech takes on a humanoid shape.

He appears for the first time in the Ultimate Alien episode, "Video Games" , with his appearance and voice changed. Ben transforms into him so that he could be in a supposed video game he was going to be in. Later in the episode, he was used to tear apart the insides of Will Harangue's robot.

Rath

Rath (voiced by John DiMaggio on Ben, Dee Bradley Baker on Azmuth and Albedo) is an Appoplexian (a play on "apoplexy", a part of the brain that deals with anger) from the planet Appoplexia (confirmed by Dwayne McDuffie). His appearance looks like a large, musclebound, humanoid tiger with no tail. Apparently, Rath's species suffer from heightened aggression and decreased intelligence, having a need to fight anything that breathes, making Rath just as likely to attack or provoke his friends as well as his foes and as a result alters Ben's personality the most among his aliens. According to Kevin, Appoplexians believe any problem can be solved by hitting it. Rath always refers to someone by using both their first and last names regardless of the situation and his mannerisms and speech are reminiscent of a professional wrestler. Rath has a tendency to say "Let me tell you something!" followed by the full name of whoever he's talking to.

However, Rath is more than able to back up his threats and is one of Ben's most powerful aliens, as his species is gifted with enough physical strength to easily lift objects far larger than him and pummeling most of Ben's enemies with ease. In addition, Rath has a retractable claw on his wrist that can generate shockwaves when driven into objects and Rath is also durable enough to survive for short periods in space and take a powerful laser cannon blast at point blank range without even flinching or reacting. His claws are sharp enough to cut a huge rock into two with ease as shown in Primus.

He was first introduced in "Con of Rath" (a play on "Wrath of Khan") when the Tiffin of Luoda sets off a circuit in the Omnitrix. After his first appearance, he has become one of Ben's most commonly used aliens.

Water Hazard

Water Hazard (voiced by Dee Bradley Baker) has an armored exoskeleton and the ability to shoot pressurized water from his palms. He can breath under water for a period of time. In the series premiere, the Ultimatrix scanned Bivalvan (one of the aliens that Aggregor kidnapped from the Andromeda galaxy) and added his DNA. He makes his first appearance in "Too Hot to Handle" to stop P'andor, an alien kidnapped from the Andromeda galaxy by Aggregor.

Terraspin

Terraspin (voiced by John DiMaggio) is an unknown species from the planet Aldabra. He is a turtle-like alien who has the ability of flight, along with producing strong winds, by withdrawing his head and arranging his limbs like a fan. The Ultimatrix scanned Galapagus (one of the aliens that Aggregor kidnapped from the Andromeda galaxy) and added his DNA.

NRG

NRG (voiced by Dee Bradley Baker or Kerry Shale) is a heat energy based lifeform encased within an oven-like containment suit, able to shoot energy beams and can create intense heat. He is to be scanned from P'andor, an alien kidnapped from the Andromeda galaxy by Aggregor.

Armodrillo

Armodrillo (voiced by John DiMaggio) is a yellow, bulky robotic-looking alien with drills on his limbs. His head looks similar to a Roman helmet and he has a long, grey tail. With the devices in his arms, he can drill into the earth, or form jackhammers that cause tremors. He is to be scanned from Andreas, an alien kidnapped from the Andromeda galaxy by Aggregor.

Ampfibian

Ampfibian (voiced by Dee Bradley Baker) has four tentacle arms, and he has legs at the bottom. He can swim really fast and shoot electrical bursts from his tentacles. His name is a pun, (based on the words amphibian, as well as the unit of electrical current Ampere). He is to be scanned from Ra'ad, an alien kidnapped from the Andromeda galaxy by Aggregor.