List of Ben 10 characters

This is a list of Ben 10 characters, including characters from both the American animated television series Ben 10 and its sequel Ben 10: Alien Force.

Main Characters

Ben Tennyson

Portrayed by:

• Tara Strong - Ben 10 (voice only)
• Yuri Lowenthal - Ben 10: Alien Force and Ben 10: Ultimate Alien (voice only)
• Graham Phillips - Ben 10: Race Against Time (live-action)
• Ryan Kelley - Ben 10: Alien Swarm (live-action)

Benjamin "Ben" Tennyson, also known as Ben 10, is the main protagonist of the series. As he is ten years old, he unintentionally gets a powerful watch-like alien device, the Omnitrix, who latches onto his wrist, giving him the ability to transform into ten (later more) super-powered aliens. Unable to remove or destroy it, he uses his new powers to become a hero, dealing with both aliens and earth threat, while trying to escape the alien warlord Vilgax, who pursue him relentlessly to retrieve the Omnitrix.

For most of the series, Ben is portrayed as an immature, sometimes cocky boy who would occasionally take credit he doesn't necessary deserve. He tempers his immaturity in 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 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, 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.

In the Second series finale, Ben convinces Albedo to give him the Ultimatrix, an improved version of the Omnitrix, after threatening to blow it up.

Gwen Tennyson

Portrayed by:

• Meagan Smith - Ben 10 (voice only)
• Ashley Johnson - Ben 10: Alien Force and Ben 10: Ultimate Alien (voice only)
• Haley Ramm - Ben 10: Race Against Time (live-action)
• Galadriel Stineman - Ben 10: Alien Swarm (live-action)

Gwendolyn "Gwen" Tennyson is Ben's ten- year-old cousin (the two share the same birthday).

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, and 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 that she is easily able to control and manipulate pure pink, magenta or fuchsia glowing energy from her magical aura to create energy blasts, shields and other structures. 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 power and 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.

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.

Max Tennyson

Portrayed by:

• Paul Eiding - Ben 10, Ben 10: Alien Force, Ben 10: Ultimate Alien (voice-only)
• Lee Majors - Ben 10: Race Against Time (live action)
• Barry Corbin - Ben 10: Alien Swarm (live action)

Maxwell "Max" Tennyson or Grandpa Max as his grandchildren call him, is the 60-year old, 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. 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; he takes his grandson gaining superpowers in stride and supports Ben in any way he can. 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 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.

By the age of 80, Max has further modified his RV, grown a beard, and lost his right arm in the Limax Wars of 2017. In its place, he uses a neuroprosthetic replica of his arm, which can also extend and transform into a selection of futuristic weapons. Further in the future (now 92), around when his great-grandson Ken is 10, Max has lost his beard and much of his weight and height, which was explained as being due to his age and a steady diet of futuristic health food; in this future, his cybernetic arm appears far more mechanical, as opposed to before, when it appeared to be an exact replica of his original arm.

Max is an old friend of an alien named Xylene. Xylene, like all the other three eyed aliens of her planet, she 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.

Kevin Levin

Portrayed by

• Michael Reisz in his first appearance - Ben 10
• Charlie Schlatter in his following ones - Ben 10
• Greg Cipes in Ben 10: Alien Force and Ben 10: Ultimate Alien
• Nathan Keyes in Ben 10: Alien Swarm (live action)

Kevin Ethan Levin is an 11-year-old (16 in Alien Force) 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. His Osmosian blood was inherited from his father, who was a Plumber and one of Max's partners. Unfortunately, he was killed in mission by a vicious alien criminal called Ragnarok.

Kevin is portrayed as a villain in the first show, seeking revenge toward 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, 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, 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 occasionally saves people from death, and show a serious wish to help Ben during the High-Breed invasion.

Allies

Tetrax Shard

Tetrax Shard (voiced by Dave Fennoy), dubbed "Hoverboard" in his first appearance for his namesake flying device, is a Petrosapien mercenary. Coincidentally or otherwise, he also happens to be one of the type of aliens in Ben's Omnitrix. He has nearly impenetrable gray 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.
As revealed in The Secret of the Omnitrix, Tetrax was originally a selfish bounty hunter until he accepted 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 mass destruction weapon (such as the Omnitrix).

In Hunted, 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 who want him to assure Vilgax don't get the Omnitrix. When he eventually 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 deffect the two of them, causing the Petrosapien to agree letting him 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 in order to find Azmuth so he can disable the Omnitrix's sefl-destruct mode.

In The Secret of Chromastone, 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 can use the crystal to bring back Petropia. Despite Vilgax almost killing Sugilite, the planet is brought back thanks to Ben.

The Galactic Enforcers

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

They first appeared in "The Galactic Enforcers". 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 forced to clean up after Ben, bringing the criminals he captures 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.

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 and in the process saving both his new teammates and his family from a rock slide. At the end of the episode, the two hooked up. Synaptak was last seen under rubble caused by Vilgax in "The Vengeance of Vilgax" Pt. 1.

Tini

Tini (voiced by Vanessa Marshall in the first series, Juliet Landau in the second series) 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. She was briefly seen in "Vengeance of Vilgax" attempting to stop the villain, but was easily defeated.

Ultimos

Ultimos (voiced by Tom Kane in the first series, Jeff Bennett in the second series) is a Specimen Prime and leader of the trio with 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.

Azmuth

Azmuth (voiced by Robert David Hall in the TV movie, Jeff Bennett in the second series, Dee Bradley Baker as Humongosaur and Rath) is the genius and pessimistic Galvan creator of the Omnitrix. 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 as a weapon. He built numerous security systems into the device, which is why Ben has some problems using the Omnitrix, including a self destruct function that could be considered a Doomsday device, as it would destroy most of the Universe. Magister Ghilhil has also stated in one episode to Ben that the Galvan (probably referring to Azmuth) told him not to interfere with Ben's matters. He is an extremely intelligent being, even as far as Galvan go, Paradox even called him the smartest being in the Universe. Apparently, he and Paradox know each other, as he knew who Paradox was, calling him 'Timewalker'.

Azmuth first appears in TV movie Ben 10: Secret of the Omnitrix, where Ben, Gwen and Tetrax look for him in the hope he will deactivate the Omnitrix's self destruction mode. 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.

Azmuth briefly reappears in the Ben 10: Alien Force episode Good Copy, Bad Copy, where his 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.

Azmuth is known to have had two assistants. The first, introduced in The Secret of the Omnitrix, was a female Chimera Sui Genesis (same species as Vilgax) named Myaxx who helped Azmuth in the creation of the Omnitrix (including collect DNA used for several forms such as Ghostfreak and Wildvine), but left soon after, irritated by his lack of trust in her and not giving her the shared credit that she deserved, though she eventually came back to his service. The second, Albedo, introduced in Alien Force, was an arrogant and rude (and apparently sociopathic) Galvan who tried to create his own Omnitrix, only to trap himself in Ben's human form after he set it to sync with Ben's Omnitrix.

Azmuth later appears in the "War of the Worlds" two-parter where he and Paradox warn Ben that the Highbreed are conquering planets and their fleet is heading towards Earth. His planet was already conquered by the Highbeed 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 Highbreed, 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. In "War of the Worlds" he shows a no-nonsense attitude towards the Highbreed's plan to eradicate Earth and in Good Copy, Bad Copy 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.

In "The Vengeance of Vilgax," Azmuth contacts Ben telling him not to tamper with the Omnitrix 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.

In Ben 10 Alien Force: Vilgax Attacks, Azmuth appears after Ben Tennyson's constant alien transformation during his battle with a Mr. Smoothy drawing brought to life by Psyphon put the Omnitrix on reboot mode. Before leaving, he instructs Ben to wield the Omnitrix wisely and not to have him regret why he chose Ben to wield the Omnitrix. After Ben uses Alien X to defeat Vilgax and save the Earth, Azmuth appears and rewards Ben by upgrading the Omnitrix.

In "Primus," Ben, Gwen, and Kevin end up on Primus when the Omnitrix takes them to its place. They find Azmuth using the Omnitrix dial in fighting 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 retrives 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.

In "The Final Battle," Myaxx shows Azmuth security footage of Albedo stealing an Omnitrix-like device. Azmuth later appears to Ben after Ben cried out for him. After exchanging words, Ben formulates a plan to defeat Vilgax.

Myaxx

Myaxx (voiced by Vanessa Marshall) is a female Chimera Sui (Vilgax's Species) who was Azmuth 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 gave her the credit she deserved, she left a genetic signature in the Omnitrix instead of him, and walked away. Ironically, despite being a good fighter as well as the same species than one of the most dangerous Warlord in the Universe, she's quite a coward who doesn't like fighting and would rather try to go away if she has the chance.

Myaxx appears in "The Secret of the Omnitrix", where 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 says the group she's the the creator of the Omnitrix so they can get her out of prison, but is forced to tell them the truth once they were escaped. She still agrees to show them where is Azmuth, as well as putting a device on the Omnitrix to slow the self-destruct mode. When Vilgax comes on Xenon, where Azmuth is, Myaxx helps Tetrax and Ben despite her cowardice, to fight Vilgax's minions. After Ben defeats Vilgax, Azmuth offers her to be his assistant again. Though he admits he won't be able to respect her better than before, she agrees, preferring to be his assistant rather than go back in Incarceron

Myaxx reappears in "The Final Battle". Her look is completely changed, giving her a more feminine appearance, red armor and pink eyes.

Cooper

Cooper (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.

He first appeared in Ben 10 vs the Negative 10, where he was being given a ride home by Ben, Gwen and Max. Cooper is a genius with technology, in part thanks to his unique technopathic powers which allows 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 grandson with special abilities introduced in the story, though its not shown or explained that 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 Undercover 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 destroyed 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 "War of the Worlds" Pt. 1 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 premere, 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, who he appears to have befriended. 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.

Julie Yamamoto

Julie (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 in "Pier Pressure", where 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. Julie is quite accepting of Ben's Omnitrix-fueled exploits. Besides being good at tennis, she also is good in school and tutors Ben as seen in "Good Copy, Bad Copy" (although in the end Ben got away with a C+). In "Save the Last Dance", Ben stated she gets straight A's. It is revealed in "Pet Project" that she is keeping Ship as a pet. In the same episode, Julie showed some fighting ability, comparing a weapon she acquired to a tennis racket.

She helps out Ben in "War of the Worlds". Ben was reluctant to let her help at first, but her control over Ship allowed her to join the fight. In the end of "War of the Worlds", Ben and Julie get close to kissing, but decide against it, as Gwen, Kevin, and Max were all looking on. Ben then tells her that he will walk her to school the next day, and Julie gets home by riding Ship.

In Vreedle, Vreedle, she used her connection with Ship to help Ben from within a suit of armor made of Ship itself. She also helped keep Ben's hand safe in the human world during Singlehanded from Sunder while the rest of him was in the Null Void (though both sides proved to either help or make things worse for the other end). She was mentioned once in the episode Ghost Town by Kevin after Ship shows his cowardly side.

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 situated in the middle of his chest, making him look like the Omnitrix' Heatblast. Alan also has his own action figure in his Heatblast formand his own trading card. A notable difference between Alan and Ben's Heatblast is that when Ben hovers with Heatblast he floats on fire. Alan levitates on a burning piece of rock.

Ship

Ship (vocal effects by Vyvan Pham for Ship's normal size, by Kevin Michael Richardson for Ship's large size in the season 2 and Vyvan Pham for his large size in Ben 10 Alien Force: Vilgax Attacks and season 3) is a symbiote of canid behavior produced by a Galvanic Mechomorph named Baz-L. 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 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.

Paradox

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, 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 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 also immortal as a result of not being effected by time. He was able to revert Kevin back to his normal age after he was aged into an old man by the time creature. 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. He mentions he's met Ben before in Ben's future, though doesn't go into detail, though does mention they will team up to save the entire universe on one occasion (possibly referring to the final battle with the Highbreed). Due to his personality and actions, its difficult to tell if he's joking or not at times, such as warning Kevin the new car he gave him (the factory new version of his original that was destroyed by the time creature) would explode like antimatter if it came in contact with anything else from the same year.

The Plumber's Helpers

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 first appeared in "Plumber's Helpers", where she and Manny hunt any sort of aliens and throw them 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. In "Voided", Helen telepathically contacts Gwen for help against Dr. Animo, which Ben provides. She returns from the Null Void in "War of the Worlds" and helps Ben and the others fight off the Highbreed. 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. In "The Vengeance of Vilgax," she 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 (stolen from Ultimos).

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 Tetramand). Manny has a crush on Helen Wheels. He first appears in "Plumber's Helpers" 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. In "Voided", Manny is one of the resistance fighters battling Dr. Animo. A past battle cost him a hand which has been fitted with a crude clamp replacement. He returns from the Null Void in "War of the Worlds" and helps Ben and the others fight of the Highbreed. In the end, he becomes a pupil under Max. Much to Max' annoyance, he insists on calling the new team "Max Force". In addition to his Tetramand powers, Manny also carries 2 sets of handguns that fires plasma beams. In "The Vengeance of Vilgax," he helps Max try to take down Vilgax in the park with the other Plumber's Helpers but was simply tossed aside. The surname Armstrong was revealed when Ben as Rath announced it in "Above and Beyond".

Pierce

Pierce (voiced by Adam Wylie) is the son of a plumber and the adoptive brother of Helen Wheels, though if his surname is also Wheels is unknown, who has the ability to sprout quills from anywhere on his body, and combines it with martial art skills (which looks like a combination of capoeira and muay thai). He appears in a recorded journal in "Plumber's Helpers", having reportedly died during a mission while working with Helen and Manny. In "Voided", it is 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 see the Wrench. He returns from the Null Void in "War of the Worlds" and helps Ben and the others fight off the Highbreed. In the end, he became a pupil under Max. In "The Vengeance of Vilgax," he helps Max and the other Helpers try to take down Vilgax in the park but was stomped out of the way.

Reinrassic III

Reinrassic III (voiced by Richard McGonagle), also called 'Reiny' by Ben (whom he calls Ben "Ben-Ben Tennyson", due to Ben introducing himself as "Ben, Ben Tennyson"), is a Highbreed. He 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 in "Alone Together". During a fight with him, Kevin damaged the teleporter Reinrassic attempted to escape through sending Ben and Reinrassic to Turrawaste which is used as a routing station. Though they needed each other to survive, indeed saving each other on multiple occasions, Reinrassic showed the typical Highbreed 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 Highbreed'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, but he returned playing a small but important role in "War of the Worlds." saying that they can live with other species in peace, stopping the Highbreed invasion and becoming 'Highbreed Supreme'. He later appeared in "When all else fails" trying to convince awakened Highbreed officer to shut down a fail-safe weapon. The Highbreed 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 said he would check to see if anymore were on Earth.

Villains

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, a Chimera is also an organism that has traits of multiple organisms), 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. However, in Alien Force, he finally obtains the Omnitrix but due to the fact it reformated itself into a new shape, he no longer knew how to activate it. He regained it again in "The Final Battle" but Ben ultimately sacrifices the Omnitrix, allowing it to self destruct, though Vilgax survived.

Vilgax serves as the main antagonist of Ben 10 and season 3 of Alien Force, as well as the most recurring villain and Ben's primary and most powerful nemesis. Vilgax is thus far the only villain whom Ben has never actually been able to defeat : with the exception of "Secret of the Omnitrix" and "Primus", Ben has been completely outmatched every time he fought Vilgax and only manages to fight him off with external help. Also, in these two instances, Ben's victory was due to his use of Way Big, the only alien in his possession that Vilgax has never been able to overcome, even when he was equal in size to him.

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 then. He also had the abilities to temporary increase his own muscular 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 covered with flame or crystal, a red laser projector, and a gauntlet he can use to generate personal force fields and electric shocks.

In "The Final Battle" Vilgax reveals a new ability : while underwater, he transforms into a huge squid-like monster (which he refers to as his true form) to fight Ultimate Swampfire. Afterwards, Vilgax may have been killed when his ship's fusion drive exploded, but Ben comments he may still be alive.

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 who can turn animals into giant monsters, and later to 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 price, but was prevented by Ben. After this, he became the third most recurrent villain in the show (the two first being Vilgax and Kevin 11), usually trying to create armies of mutants monster, and was even able twice to use DNA informations from the Omnitrix to enhance his creatures. He has the abilitie to telepathically control any kind of animal (including his monsters), an abilitie he learnt with thanks to Clancy according to the enhanced version of The Secret of the Omnitrix.

Animo appeared again in 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 who would open a portal toward Earth so he could conquer it, but 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 who made him a match even for Humongousaur, something Ben stopped by freezing the machine by falling down into it, turning into Big Chill as he did.

Kraab

Kraab (voiced by Billy West in the first series, Jeff Bennett in the second series) is one of three alien bounty hunters sent to take the Omnitrix from Ben. He 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. He mainly resembles a crab.

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.

He appears in "The Final Battle Part 1", where he fights with Ben, Gwen and Kevin. His appearance is not much changed, apparently the only change is the tone of color, and his left hand is clearer.

Sixsix

Sixsix (vocal effects done by Dee Bradley Baker) is one of three alien bounty hunters sent to take the Omnitrix from Ben in the episode "Hunted". He is a mercenary from the Sotoragg system. Unlike the other hunters, he only speaks in his own language, though other aliens can still understand him and vice versa. 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. 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 was a recurring villain in the first show, usually as a bounty hunter. He sometimes collabored with the other villain Vulkanus.

Rojo

Joey (voiced by Jennifer Hale) is the leader of a heavily armed female biker gang, first appearing in "The Alliance". When she tries 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 (Spanish for red), 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 a second time as a member of the Negative 10, a group of ten villains formed by Discroll to defeat the Tennyson. She had a rivalry with Charmcaster.

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.

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). His appearance is quite like that of a zombie. 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 tentacles for hair. They are also tipped with metal orbs 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), as the name suggests, has a head shaped like a thumb. Instead of hair Thumbskull had a horn which 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. His name is a play on the insult "numbskull", as well as the obvious appearance gag.

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 (revealed in an Enhanced Version of the episode to be highly advanced Bezellian technology), but since it's implied in "In Charm way" that Charmcaster was trained in manipulating mana, it was probably the same for him.

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. In their fourth appearance in "Perfect Day", a larger man in a full-body suit of armor called the Forever King is shown to be their superior. At this point in history they call themselves the CIA and are 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

Enoch

Enoch (voiced by Richard Doyle) has significant influence in the organization, appearing as their paramilitary leader in their first three appearances.

The Forever King

The Forever King is the paramilitary leader of the Forever Knights.

Driscoll

The first one shown is 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 their 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. 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.

Patrick

Patrick (voiced by veteran actor Michael York) is the Forever King seen in the second series. Dwayne McDuffie confirmed that Patrick is the true Forever King.

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 possibly making him a mutant. 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).

Vulkanus

Vulkanus (voiced by John DiMaggio) is a Detrovite (the same species as Ben's ally Technorg from "Grudge Match"). Unlike Technorg, is only about 2 feet tall and wears mechanical armor to compensate. His armor make him powerful enough to match Fourarms. According to Synaptak, he's "All brawn, no brains".

In his first appareance, Vulkanus was a freelance agent who teamed up with the bounty hunter Sixsix in order to create a weapon able to destroy a solar system. He was defeated by the combined forces of Ben and the Galactic Enforcers. He then had some apparences later in the show, mostly as a minor villain.

He appeared again in Alien Force, having become a criminal boss of his own with his own minions. According to him, he made a deal with Kevin at some point between the two serie, but the Osmosian double-crossed him when the Plumbers arrived, causing him to be stuck on Earth. He attempted to take revenge on Kevin in Kevin's Big Score, 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 it to him as a payment for his past actions.

After this, Vulkanus used his new fortune in Inferno to buy a permission to change Earth climat so it would be more like his homeworld. His plan was failed by Ben, Gwen and Kevin once again.

In The Con of Rath, 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 repear their ship. After a fail attempt to negociate, they beat him and took Taedanite by force.

Pickaxe Aliens

The Pickaxe aliens (voice effects 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.

In her first appearance, 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.

Charmcaster then became a quite recurring character as the serie progress, even more than her uncle. She played a key role in the development of Gwen's magic powers, as it was by stealing her magic book Gwen learnt how to use spells. As the story progress, Charmcaster's rancour for Gwen increased. She was part of the Negative 10, 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, teleportation and bringing inanimate objects to life. She's also far more vicious and arrogant than before.

Ghostfreak

Ghostfreak 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 appearence was simular 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 controling 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 appearence 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, eventually breaking free of the Omnitrix in "Ghostfreaked Out", where after trying to possess Ben repeatedly, he was exposed to direct sunlight and died. But in the "The Return", 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, killing him once again but not before his DNA was readded to the Omnitrix, only in his true form.

He was eventually removed from the Omnitrix and imprisoned using sunlight but Vilgax freed him in exchange for information about the Omnitrix, only for Ghostfreak to betray Vilgax and conquer his homeworld of Vilgaxia, turning its population into copies of his original form. Ben eventually reabsorbed Ghostfreak but overtook him. While Vilgax fought, Ghostfreak was stunned in a flash of light, letting Ben retake his body and imprison Ghostfreak again.

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 (his actual racial name is Loboan) was 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.

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 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.

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.

Highbreed

The Highbreed are a xenophobic alien race from the planet Darama that serve as the primary antagonists of the first two seasons of Ben 10: Alien Force. They consider 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 are determined to cleanse the universe of all races except themselves, with Earth as their next target. They do 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" is 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 use 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.

DNAliens

The DNAliens are highly durable, asexual hybrid drones who serve the Highbreed despite their racist and bigoted purposes. They are created by attaching a Headcrab-like parasite called a Xenocite 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.

Darkstar

Michael "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 Micheal 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 final, he agreed to shortly team up with them against the HightBreeds in exchange of his liberation.

Darkstar seems, at least in his first appareances, be based on vampires. He also bear minor similarities with Doctor Doom from Marvel Comics and Darth Vader from Star Wars.

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. He can also be based on Porcupine from "Ready to Rumble" episode from Ben 10. He has the ability to paralyze and submit others to sleep using his quills, which seem to have some kind of soporific (but non-lethal) venom. 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. In "Con of Rath", Gwen refers to him as "a con man who would sell his own mother for lunch money", to which Kevin responds, "I happen to know he got top dollar for his mom", indicating that Argit has indeed done so (though Kevin may have been joking).

Techadon

Techadons are tall, dangerous battle robots with unknown origins. They have got 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.

Incursions

The Incursions are a species of frog-like aliens that live on war and death. 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.) they are led by Emperor Milleous as seen in their first appearance "X = Ben + 2". he was briefly overthrown by his daughter and the bounty hunter Seven-seven, but thanks to Ben as Swampfire making Seven-Seven retreat Milleous was able to retake the throne.

Albedo

Albedo (voiced by Yuri Lowenthal in Ben form and Dee Bradley Baker in his alien forms) is a young, arrogant and rude Galvan that shows sociopathic tendencies. At one point, he was the assistant to Azmuth, whom he asked for a 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 (such as a craving for chili fries, his left eye twitching when he lies, and a want to "scratch himself in places he believes are inappropriate"), which he considers utterly repulsive. Disgusted, he tried to get Ben's Omnitrix in his first appareance, 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 sticked each other, causing him to have reversed colours (red instead of green, white instead of black/brown and black instead of white). Azmuth then broke Albedo's false Omnitrix and sent him in jail, still stuck in his human form as a punishment.

Albedo plays a key role in the season 3 final, where he escapes from jail, teams up with Vilgax, steals the Ultimatrix from Azmuth and completed it. Seeing as the one he stole doesn't have a Galvan on it, he and Vilgax orchestrate Gwen and Kevin's capture in order to obtain Ben's Omnitrix. However, after Vilgax eventually betrays him, Albedo is forced to give Ben the Ultimatrix via it's self destruct system. His fate is unknown after Ben aquires the Ultimatrix, though it can be assumed he made it off the ship.

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 appears in "The Vengeance of Vilgax" and helps the titular villain Vilgax with draining the powers from the defeated heroes (thus his name). During season 3, he serves as Vilgax' lackey and adviser. 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. He obviously has affinities with technology too, as he's often seen manipulating machines.

Vreedle Brothers

Octagon Vreedle (voiced by John DiMaggio) and his brother Rhomboid "Boid" Vreedle (voiced by Rob Paulsen) are an army of clones of two alien brothers, all of which work as "Repo" men (seemingly meaning mercenaries or bounty hunter). The Octagons are slimy and the most intelligent of the duos (though this is relative), while the Rhomboids are fat and naive. Though using a quite powerful arsenal, they are usually portrayed as stupid and uncompetent : one duo confess being unable to read, and was later in the episode easily distracted by Gwen using a bubblewrap. Ben also said they are "dumber than they look" in Vilgax Attacks, and Kevin once hinted he felt humiliated to get beaten by them. One of the Octagon once even admitted the duos often happen to die.

Other Characters

JT and Cash

JT and Cash are recurring bullies from Ben's school. JT (voiced by Adam Wylie as a kid, Yuri Lowenthal in a brief cameo in "Ben 10 Returns", and currently by Scott Menville as a teenager) is short and wears glasses, Cash Murray (voiced by Dee Bradley Baker as a kid and by Matt Levin as a teenager) is taller and has darker skin. They are modeled after series producers Sam Register and Tramm Wigzell.

Null Voiders

Null Void Vulpimancers

The Null Void Vulpimancers are a group of Vulpimancers (Wildmutt's species) from the Null Void.

Havok Beasts

Havok Beasts are a type of alien that live in the Null Void.

Null Guardians

The Null Guardians are winged creatures that are native to the Null Void. They have no eyes, legs, or arms, instead having tendrills coming from their lower body for use as limbs.

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 (who had been using them in a cross nation crime spree to frame Ben) and also states that he works for Area 51, he also 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.

Carl Tennyson

Carl (voiced by Dee Bradley Baker in the first series and played by Don McManus in the live-action film and the second series) is Max's son, Ben's human father, 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. For instance, near the end when Ben's mother tells him to not eat too much cheese, Carl says to "Let the kid live a little. Eat all the cheese you want, Ben!"

Sandra Tennyson

Sandra (voiced by Tara Strong in the first series, played by Beth Littleford in the live-action film and most of the second series and Vyvan Pham in "Ben 10 Returns: Part 1") is Max's daughter-in-law, Ben's human mom, Frank's sister-in-law, and Gwen's aunt.

Baz-El

Baz-L (voiced by Rob Paulsen) is a Galvanic Mechomorph whose name wasn't revealed until "Vreedle, Vreedle." He first appeared in the Alien Force episode "Pier Pressure" trapped in his set to explode spaceship. 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.

Omnitrix aliens

Ben 10 forms

Heatblast

Heatblast (voiced by Steven Blum on Ben, Michael Reisz and Charlie Schlatter on Kevin and Grey DeLisle on Gwen in the first series, David Franklin in the live-action movie and Dee Bradley Baker in the second series) 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 said 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 powers instead of the normal pyrokinesis. 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.

Wildmutt

Wildmutt (voiced by Dee Bradley Baker) 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. Ben 10,000's Wildmutt has much more pronounced feline traits, including stripes and a tail. 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 which 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 which can be 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.

Diamondhead

Diamondhead (voiced by Jim Ward on Ben, Charlie Schlatter on Kevin and Vanessa Marshall on Gwen in the first series, Daran Norris in the live-action movie and 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. 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.

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. Ben 10,000's XLR8 also has a scanner built into the helmet, the product of nanotechnology Ben 10,000 uses to enhance his aliens. 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.

Grey Matter

Greymatter (voiced by Richard Steven Horvitz in the TV series and by Carlos Alazraqui in the live-action movie) 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 diminuitive 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. As Azmuth was the one who made the Omnitrix it is possible it is his DNA that is in the watch.

Fourarms

Ben's preferred offensive form is Fourarms (voiced by Richard McGonagle on Ben, Michael Reisz and Charlie Schlatter on Kevin and Vanessa Marshall on Gwen), 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. Fourarm 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 Fourarm in "Washington B.C." when he needed to fight the giant mammoth that Dr. Animo had reanimated. Fourarm is a ten-foot tall, 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 Fourarm 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, Fourarm's strength and stamina are somewhat lessened and he develops pungent hives in his armpits.

Stinkfly

Another of Ben's more commonly used forms, Stinkfly (voiced by Dee Bradley Baker on Ben and Charlie Schlatter on Kevin) 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.

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. Because of the extremely specific conditions required to maintain Ripjaws, he is the least used Omnitrix alien, and is not seen for the entirety of the third season. 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.

Upgrade

Upgrade (voiced by Tara Strong on Ben, Charlie Schlatter on Kevin and 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.

Cannonbolt

Cannonbolt (voiced by Fred Tatasciore on Ben and Vanessa Marshall on Gwen in the first series and Dee Bradley Baker in the second 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.

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.

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, 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.it should also be noted that ben never uses this transformation

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.

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, and generates green lightning rather than purple.

Ditto

Ditto (voiced by Rob Paulsen) is a Splixson (based on the word "split") from the Earth-like planet Hathor (the first syllable of this name being similar to the word "half"). Ditto first appears in "Divided We Stand". Ditto can produce an unlimited number of clones of himself. The clones all share the same pain. If the clones are separated, the Omnitrix will not time out and turn Ben back to normal until the clones are close enough to join back together. Ditto is a small, 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 nor faster than his size and build suggests. When the Omnitrix times out, the Ditto clones are forcibly recombined into one before the transformation reverts. If one or more clones are isolated from each other when the Omnitrix times out, the timer will reset periodically until they are reunited. This only seems to apply when a clone is physically unable to reunite with the others; in open air, the clones will float to each other over great distances in order to facilitate the transformation. It is implied that the reset "glitch" forces the Omnitrix into a state where the next transformation is timed out much faster than usual, due to the strain of being active through multiple timeouts.

Way Big

Way Big (voiced by Fred Tatasciore in the first series and Dee Bradley Baker in the second 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. He is about 100 feet tall. 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. His only weakness is because of his size, he is easily visible to enemies and when he falls it is hard to get up.

Eye Guy

Eye Guy (voiced by Dee Bradley Baker) is an Opticoid from the planet Sightra. He 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.

Eon

In the film Ben 10: Race Against Time, the alien Eon (played by Christien Anholt), a Chronian from the planet Chronia (both play on the Greek word "chronos", meaning "time" ), uses the Omnitrix to turn Ben into a younger version of himself, due to the fact that the Hands of Armageddon needed the energy of a young Chronian to activate. He also deactivated the failsafe so his DNA would completely overtake Ben's personality, essentially changing Ben into a clone of himself. As Eon, Ben activates the Hands of Armageddon, but returns to normal after Gwen manages to reach Ben inside Eon. Like the original Eon, the Omnitrix clone has vast time manipulation powers, though Ben himself exhibits little of them besides energy projection.

Ben 10,000 forms

In the episode "Ben 10,000", set twenty years into a possible future, a thirty-year old version of Ben has access to 10,000 different aliens, of which he demonstrates three not yet accessible by the present Ben. Among them are:

• 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.
• Buzzshock (voiced by Tara Strong) is a Megawhatt (the electric aliens from "Tourist Trap") from the Nosedeen Quasar (a megawatt is a unit of power equal to one million watts, while quasars are astronomical bodies capable of producing vast amounts of energy).
• 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.

A number of alien forms were mentioned in the episode "Ken 10", although none have made an onscreen appearance. Snakepit, Sandbox, and Shellhead were among Ken's starter aliens. Of the three, only Shellhead is described, being a turtle-like alien whose only power is to hide within its shell for defense. Another of Ken's initial aliens was Toepick, until he was replaced by Grey Matter (Ken described him as too gross even for him). Ken also mentions one called Atomix, expressing disappointment that it was not among his choices.

Ben 10: Alien Force forms

In the sequel series, Ben 10: Alien Force, an older Ben gains ten new alien forms from a recalibrated Omnitrix. The aliens were designed by mixing and matching the powers of the aliens from the original series. In the second season finale, "War of the Worlds", Ben briefly gains access to the Omnitrix master control. After it is reset, his selection of alien forms is altered to include new forms and some from the original series.

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 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 which 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.

Echo Echo

Echo Echo (voiced by Dee Bradley Baker) is a silicon-based life form known as a Sonorosian from the planet Sonorosia (both a play on sonar). 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, not unlike Ditto, but different in that the clones aren't linked in any way, allowing entire groups to be knocked out without hampering the rest. By combining these two aspects, Ben can create the "Wall of Sound", where he and his clones can redirect projectiles back to their source by bouncing them off of strategically placed clones. He can also use echolocation, as seen in "Alone Together", and can channel vibrations to enhance his power. He can also transmit sound waves through speakers.

Humongousaur

Humongousaur (voiced by Dee Bradley Baker for Ben and Azmuth) is a Vaxasaurian ("sauria" being a clade of lizards), a 12-foot tall humanoid dinosaur alien from the planet Terradino (a play on "terra", Latin for earth, and "dino" from dinosaur). He has great strength and a thick layer of skin which provides vast resistance to injury. Humongousaur 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 Stegosaur-like plates on his back, a crest from his forehead, and spikes on his tail. Recently Humongousaur has proven to be durable enough to survive in space for at least a few minutes. The only other Omnitrix aliens capable of this are Benvicktor, Ghostfreak, Rath, Big Chill, and Jetray. His first appearance is in "Ben 10 Returns Part 2" when Ben fights a swarm of DNAliens.

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 lightspeed. He can fire neuroshock blasts from his eyes and tail that are strong enough to carve through stone. Jetray first appears in "Everybody Talks About the Weather" when Ben needed to chase after Alan Albright, a human/Pyronite hybrid. He's also a very durable alien, being able to resist numerous punches from Vilgax without even a scratch. Ben seems to use Jetray more than any of his alien forms, but he mainly uses him for short tasks.

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. Counter-intuitively, Big Chill is easily capable of withstanding extreme heat, at one point drinking molten metal directly from a massive smelting cauldron. He first appears in "Kevin's Big Score" to chase down Kevin after he stole the Rustbucket. He can also make ice beams from his hands, as shown in "Birds of a Feather" and "Single-Handed". It is also shown he can control the flows of his ice beams in "Above and Beyond", when he is facing off with Alan Albright.

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 chromosome and stone) and related to the Petrosapians. 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 which can also 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.

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. Also, it is shown in "Single-Handed" that he can make 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 nets 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.

Goop

Goop (voiced by Dee Bradley Baker on Ben, and 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 in the shape of a small UFO. The UFO allows the slime to take any shape and levitate. However, if the UFO and the slime are separated by even a short distance, the slime will become inert until the UFO recollects it. Goop's slime can be made acidic, and the UFO'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 an alien robot. In "Primus", Vilgax was able to activate Goop on the Omnitrix, but Ben turned off Goop's synthetic gravity and turned Goop back into Vilgax.

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 Slovenian language, or "knowledge" from veda in Sanskrit). 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 series and Jeff Bennett in the Ben 10 Alien Force: Vilgax Attacks), the voice of rage and aggression; and Ben, the voice of reason. All three speak in unison when Alien X speaks. In order 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.

Lodestar

Lodestar (voiced by Dee Bradley Baker) has the power to create magnetic fields, similar to Marvel Comics' Magneto, 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. 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. Lodestar's species was revealed in "Vendetta" as a Biosovortian from the planet Magnetos.

Rath

Rath (voiced by John DiMaggio on Ben, Jeff Bennett on Azmuth) 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. 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. 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 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. He was first introduced in "Con of Rath" 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.

Ultimatrix Aliens

Ultimate Echo Echo

Ultimate Echo Echo is an evolved Sonorosian from the planet Sonorosia. He is now blue with green eyes and black lines on his body. He is also taller and he can shoot sonic discs instead of sonic blasts. Like the original Echo Echo, he can also multiply himself.

Ultimate Jetray

Ultimate Jetray is an evolved Aerophibian from the planet Aeropela. He has a darker shade of red and can now shoot neuroshock blasts from his mouth.

Ultimate Echo Echo

Ultimate Echo Echo is an evolved Sonorosian from the planet Sonorosia. He is now blue with yellow eyes and black lines on his body. He is also taller, and he can shoot sonic discs instead of sonic blasts. Like the original Echo Echo, he can also multiply himself.

Ultimate Big Chill

Ultimate Big Chill is an evolved Necrofriggian from the planet Kylmyys. He takes more a red flame-like appearance. He can still fold his wings and antennae up, and most outlines on his wings have disappeared. Instead of shooting flames, he now shoots ice flames.

Ultimate Cannonbolt

Ultimate Cannonbolt is an evolved Arburian Pelarota from the planet Arburia. He is a darker shade of gray on his now spiked armor.

Ultimate Spidermonkey

Ultimate Spidermonkey is an evolved Arachnachimp from the planet Aranhascimmia. He looks like a black and purple gorilla. He now shoots his webs from both his hands and his mouth. He now has two gorilla arms, and four long spider legs coming out of his back.

Amphibian

Amphibian is a blue jellyfish-like alien with long slimy tentacles and white lines on his body. He also has green eyes. He can shoot electrical blasts and can swim very fast.

Armodrillo

Armodrillo looks like a yellow mechanical armadillo with drills for hands on his arms. He has drilling powers and is really fast.

Water Hazard

Water Hazard resembles a red robot with gray and black body parts, and a small head inside a red helmet, that can fold back. He can shoot water from his hands and can possibly control water.

Terraspin

Terraspin looks like a big turtle with a brown shell and a tan body, with big flat hands. Terraspin can spin to create large amounts of wind, possibly tornadoes.

NRG

NRG looks like a large robotic gas tank with three gaps on his face, which glow apparently with heat. NRG can shoot energy beams and can create intense heat.

Nanomech

Nanomech is a miniature carbon-silicon-based life form, introduced in the film Ben 10: Alien Swarm. He is a Nanomechian from the "hive" planets.