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Jabez eTutor

Jabez  Blue eZone

Jabez  Red eZone

Jabez Yellow eZone

Jabez  Green eZone

Jabez  Brown  eZone

Speak Mandarin

Jabez Bible Study

Jabez Future



My Family Creed

Jabez Jokes

Jabez Sports

Jabez Robots

Jabez overseas

Jabez Fighters

Jabez Nature

Jabez Robots

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Lesson 7 BEN 10



1. Heroes


2. Allies


The Galactic Enforcers

 Tetrax Shard

Julie Yamamoto

3 List of Omnitrix aliens  

 1. D iamondhead 2. Fourarms

3. Ghostfreak     4. Grey Matter

5. Heatblast 6. Ripjaws7. Stinkfly  

8. Upgrade   9. Wildmutt 10. XLR8

Additional forms

Ben 10: Alien Force forms


4.1 Vilgax






Lesson 9 TBA
Lesson 10 The Solar System-9 planets 



Plot- Story of transformer

The film opens with Optimus Prime, heroic leader of the benevolent Autobots, describing in a voice-over the destruction of the Transformers' home world, Cybertron. It was destroyed by the evil Decepticon leader Megatron in his quest to obtain the All Spark.

The Autobots want to find the All Spark so they can use it to rebuild Cybertron and end the war between the Autobots and the Decepticons, while the Decepticons want to use it to defeat the Autobots and conquer the universe. Megatron found the All Spark on Earth, but crash-landed in the Arctic Circle and was frozen in the ice. Captain Archibald Witwicky and his crew of explorers stumbled upon Megatron's body in 1897. Captain Witwicky accidentally activated Megatron's navigational system and his eye glasses were imprinted with the coordinates of the All Spark's location. Sector 7, a secret United States government organization founded by Herbert Hoover, discovered the All Spark in the Colorado River and built the Hoover Dam around it to mask its energy emissions. The still-frozen Megatron was moved into this facility and was reverse engineered to advance human technology.

In the present day, the rest of the Decepticons—Blackout, Scorponok, Frenzy, Barricade, Starscream, Devastator and Bonecrusher—have landed on Earth and assumed the disguise of Earth vehicles (except Scorponok, who hides within Blackout). Blackout and Scorponok attack the U.S. SOCCENT FWD military base in Qatar and try to hack into the U.S. military network to find the location of Megatron and the All Spark. Their mission is thwarted when the base staff severs the network cable connections. While Blackout destroys the rest of the base, Scorponok chases a small group of survivors who have photographic evidence of the robots, but he is eventually repelled. During this battle, the military discovers the only effective weapons against the Transformers' armor are high-heat sabot rounds.

After Blackout's failure, Frenzy infiltrates Air Force One to again hack into the military network, and plants a virus. He finds the map imprinted on Captain Witwicky's glasses, whose descendant Sam, intends to sell on eBay. Frenzy and Barricade begin tracking Sam's location. Autobot scout Bumblebee is also on Earth, disguised as a 1976 Chevrolet Camaro,[2] and is bought by Sam while shopping for his first car. Bumblebee helps him woo his crush, Mikaela Banes. Bumblebee leaves at night to transmit a homing signal to the rest of the Autobots and Sam sees him in robot mode. Barricade confronts Sam and demands Archibald's spectacles, but Bumblebee rescues him and Mikaela. They leave to rendezvous with the rest of the Autobots—Optimus Prime, Jazz, Ironhide, and Ratchet—who have landed on Earth and taken the forms of Earth vehicles as well. Sam, Mikaela, and the Autobots return to Sam's home and obtain the glasses; however, agents from Sector 7 arrive and capture Sam, Mikaela and Bumblebee.

Frenzy, disguised as Mikaela's cellphone, secretly accompanies the group to Hoover Dam and releases Megatron from his frozen state. Locating the All Spark, Frenzy sends an alert to the other Decepticons. Sam convinces the Sector 7 agents to release Bumblebee so that he can get the All Spark to Optimus Prime. Frenzy's virus has shut down government communications, but a group of humans manage to establish a signal to the Air Force in order to support the Autobot-human convoy, who have gone to Mission City (which is 22 miles away) to hide the All Spark. The Decepticons attack and Bonecrusher, Frenzy, Jazz, Devastator and Blackout are all killed during the ensuing battle. Sam, who is ordered to get the All Spark to a rendezvous point for it to be taken to a safe location, instead chooses to ram it into Megatron's chest, destroying the All Spark and killing Megatron. Optimus takes a fragment of the All Spark from Megatron's corpse, but realizes that with its destruction, their home world Cybertron cannot be restored. Consequently, Optimus sends a signal to other surviving Autobots in the universe, directing them to their new home, Earth. The government orders the closure of Sector 7 and has the four Decepticons killed in Mission City battle dumped into the Laurentian Abyss. Starscream, who fled the battle, escapes into space.



Lesson 2 Transformer characters

Cast and characters


   Shia LaBeouf stars as Sam Witwicky, the teenager who unknowingly buys Bumblebee as his first car. The character is based upon the mechanic Spike from the television series,[25] but the nickname was considered inappropriate because the character's profession was dropped from the adaptation.[34] Bay stated he wanted to make Sam an average Joe, and not a geek. Bay initially considered LaBeouf too old, having only seen his performance in Constantine, but he was bowled over by the actor's enthusiasm.[1] A Transformers fan,[5] LaBeouf also reminded the filmmakers of the young Tom Hanks.[17] He worked out five days a week for three months and gained twenty-five pounds of muscle to prepare for the role, but realized during shooting that his role required agility rather than strength.[2] LaBeouf performed his own stunts, including a scene in which Sam clings to a statue as Megatron approaches, with only a safety harness to protect the actor. "There are action stars who wouldn’t have been as dumb," he joked.[2]

 Megan Fox plays Sam's crush, Mikaela Banes, whom he woos with Bumblebee's help. Banes is mechanically skilled because her father was a grease monkey and paroled car thief. She had previously auditioned for Bay's production of The Amityville Horror. To encourage a tough performance from Fox, Bay often threatened to repeatedly film takes at night so she would appear frustrated and tired.[1] Fox gained ten pounds of muscle during shooting to support the physicality of the role.[2]

 Josh Duhamel and Tyrese Gibson play the soldiers, Army Captain William Lennox and Air Force Technical Sergeant Robert Epps, respectively. The characters are part of a seven-man Joint Special Operations Command team in Qatar, who survive Blackout's attack on the base. Lennox has a wife and newborn daughter in the United States. Duhamel and Gibson were fans of the toy line as children,[5] and Gibson paid the filmmakers so he could be in the film.[25] They spent three days in boot camp to prepare for the role. Gibson met combat controller Ray Bollinger, and spent time learning technical terms and military code to make his dialogue sound convincing.[5]

 John Turturro plays Reggie Simmons, a Sector 7 agent. Bay wanted Steve Buscemi for the role, but he was busy, so Turturro, whom Bay had wanted to work with ever since seeing The Big Lebowski, was cast instead.[1] Turturro gave a slapstick performance, which was intended to be in contrast to the serious military scenes, so that a sense of fun would not completely disappear.[19] The actor claimed to have based his performance on the director, although Bay stated he couldn't see anything of himself in Turturro's performance. A backstory was fashioned for Simmons, explaining his family had served in Sector 7 for generations, giving him a "mother's boy" personality. Bay cut these jokes as they were too crude.[1]

 Rachael Taylor plays Maggie Madsen, who assists the Department of Defense in decoding the virus left by Frenzy. She realizes that those hacking into the government's data files cannot be human, due to the ease with which they made the attack. The writers had initially envisioned Maggie as quirkier and more cyberpunk.[19] The filmmakers opted for Taylor's natural Australian accent to give the film a global sensibility.[2] She found many of her scenes difficult because of the high heels she wore.[25]  

Anthony Anderson plays Glen Whitmann, a computer hacker and friend of Maggie.

Jon Voight plays the United States Secretary of Defense John Keller. 

Michael O'Neill plays Tom Banachek, the head of Sector 7's Advanced Research Division.

Kevin Dunn and Julie White play Sam's parents,

Ron and Judy.  Bernie Mac cameos as Bobby Bolivia, a used car dealer from whom Sam purchases Bumblebee.



Peter Cullen voices Optimus Prime, the Autobot leader who comes to Earth to destroy the All Spark in order to end the war. Don Murphy decided after discussions with fans on his website that they wanted the surviving voices from the original 1980s cartoon series, The Transformers.[6] Cullen described reprising the role as easy as "slipping into an old pair of very comfortable shoes that you haven't worn for a while", and was grateful to the fans for wanting him back.[35] His performance consisted of much improvisation with Bay, and portraying the traditional heroism of the character as well as bringing a sense of humor.[36] Bay told the animators to seek inspiration from Liam Neeson to inspire Optimus' body language.[1] Optimus transforms into a Peterbilt truck. The original cab over design was rejected because that would only transform into a twenty-feet tall model of the character, whereas the filmmakers wanted him to stand twenty-eight feet tall.[1] Optimus has red flame artwork on his blue body. This was a compromise between Hasbro, who wanted to retain the character's iconic red chest, and Bay, who felt red alone would not photograph well.[21] Hasbro had previously rejected designs of Optimus which were too blue.[21] Optimus' head was built on set as a prop.[1]

Mark Ryan voices Bumblebee for the character's two lines at the end of the film, when he regains his voice. For most of the film's duration, Bumblebee communicates with radio soundbites because of his damaged vocal processor. Before being cast in the role, Ryan had acted as a stand-in for the robots during filming, reading out their lines.[37] The decision to make Bumblebee silent was inspired by Spielberg's E.T. the Extra-Terrestrial, in order to show that his bond with Sam was beyond words.[38] The filmmakers had considered using lines from various Paramount films, including "I feel the need for speed!" from Top Gun, but decided such lines would be too obvious.[39] Credited clips used in the film include John Wayne from El Dorado and Nichelle Nichols as Uhura from the Star Trek television series. A full scale puppet of Bumblebee was also used for the film. The animators modeled Bumblebee's performance on Michael J. Fox.[2]
Bumblebee transforms into a 1976 Chevrolet Camaro, and upgrades into the 2009 model.[2] Bay rejected the character's 1980s form of the Volkswagen Beetle, as it reminded him of Herbie the Love Bug. Hasbro did not mind as long as the car remained yellow. In reference to his original form, the Beetle is parked next to Bumblebee when Sam is buying him.[21] The modern Camaro was chosen for its friendly appearance,[2] while the old model was chosen to show that Sam's father could only buy him the cheapest car he could find. In the film, Bumblebee upgrades because Mikaela calls his choice of form "a piece of crap".[21]

Darius McCrary voices Jazz, a lieutenant who develops a fondness for urban culture. McCrary said he was honored to follow in the footsteps of Scatman Crothers, who voiced Jazz on The Transformers. "When I was actually [recording], I really did feel Scatman's presence," he said.[40] Mark Ryan had tried out numerous voices for Jazz, including a Sean Connery impersonation, before McCrary was cast.[37] Jazz transforms into a modified Pontiac Solstice, a car the director felt was too small, but he decided not to argue with GM.[20] Hasbro felt it was still a "cool sports car" reminiscent of his original Porsche 935 form.[21] The screenwriters chose to kill off Jazz as they felt he was the most likable character after Optimus and Bumblebee.[41]

Jess Harnell voices Ironhide, who transforms into a modified GMC TopKick C6500 medium-duty truck. The character is a cantankerous weapons specialist. Peter Cullen voiced Ironhide on The Transformers and auditioned to reprise the role in the film.[42] When Ryan was voicing the character on set, he used a Southern accent as Cullen did.[37]

Robert Foxworth voices Ratchet, the team's medical officer. He transforms into a Search and rescue Hummer H2. The writers had wanted to keep his original ambulance form, but the producers wanted something else. Hasbro did not mind if the character was either an ambulance or a fire apparatus.[9]




Hugo Weaving voices Megatron, the Decepticon leader who crash-landed in the Arctic thousands of years ago in his quest to obtain the All Spark. When he is defrosted, he keeps his original alien jet form out of vanity.[21] Frank Welker, who played the part on television opposite Peter Cullen, auditioned to reprise the role. Bay considered his voice too soft and felt it would be disrespectful to ask Welker to change it. Weaving's voice had been the inspiration Bay gave to his animators for the character, and the character's voice had become that of Weaving in the director's mind. Weaving recorded his lines in Australia, directed by Bay through iChat.[1] The deviation from Megatron's 1980s Walther P38 pistol form was done to avoid morphing. Orci and Kurtzman also felt it would be "the equivalent to Darth Vader [becoming] his own lightsaber and having someone else swing him around".[21] Fans disliked leaked images of the character's head design, so it was redesigned during filming. The prototype design had a much narrower face than the one seen in the finished film.[21] Optimus calls Megatron his brother; Cullen interpreted this line literally,[43] but while the writers state this was the case in early drafts, they consider the line in its final context to be metaphorical.[19]

Charlie Adler voices Starscream, Megatron's second-in-command. Despite being a popular character, his role is limited because of the film's running time.[19] A post-credits scene of him escaping Earth was added because audiences at test screenings wanted to know what happened to him.[1] He transforms into a Lockheed Martin F-22 Raptor jet, which is the successor to his original form, the F-15 Eagle. This keeps the character's role as the powerful and technologically advanced air commander.[21]

Reno Wilson voices Frenzy, a small and vicious spy who transforms into a boombox, and later into a mobile phone. Frenzy was primarily animated by one man, who gave the character quirky movements: Bay could tell which shots were not done by him and felt the character totally changed in those scenes.[1] A puppet was also used on set.[2] Frenzy was originally named Soundwave, but the writers decided to rename him because he was significantly different from the original character.[21]

Jess Harnell voiced Barricade, a Saleen Mustang police car, whom Frenzy guides to Sam. The character was inspired by the G1 Autobot Prowl, because the writers thought a Decepticon displaying authority would use the police car form.[21]

Jim Wood voices Bonecrusher, who attacks Optimus on the highway to Mission City. The animators modeled his fighting styles on hockey and football players,[1] and his alternate form of the Buffalo H Mine-Protected vehicle was modified with a larger fork.[21]

For Devastator, the crew chose to use an M1 Abrams tank prop built for xXx: State of the Union.[2] The character was intended to be named Brawl, but a subtitled Cybertronian line reads "Devastator reporting". It was not fixed despite recognition of the error.[44]

Blackout transforms into a MH-53J Pave Low III helicopter, with his minion Scorponok attaching to him. Soundwave had been considered for this role,[45] with Ravage as his minion,[38] but Hasbro insisted Soundwave have a music-based role.[9] Scorponok was chosen after the writers discovered him in the pages of The Ultimate Guide and felt he was appropriate to the setting. A model of his head and tail was built, while primacord explosives were used for his ripple movements in the sand. This was potentially dangerous to cast members, generating genuine terror in the actors' performances.[46


Lesson 3  Transformer Dialogue    

to go to dialogue of  Transformers

Sam Witwicky

 It's a robot. You know, like a super advanced robot. It's probably Japanese. [pause] It's definitely Japanese.

 [negotiating with his teacher for a better grade] Sir, look outside. Do you see that man sitting in the green car? That's my dad. Let me tell you a story about a dream, a boy's dream and a man's promise to that boy: a man promised to buy his son a car if he brought home three A's and two thousand dollars. I already have the two thousand and two A's. [holds his hands up in a circle] Here's the dream. Your B minus? [mimes the circle exploding] Poof! Dream gone. Ka-put. Now ask yourself—what would Jesus do?

 This isn't hiding! This is my backyard, not a truck stop! [to the Autobots, who are in vehicle mode in his backyard]

 [to Frenzy] Not so tough without a head, are ya? [kicks Frenzy's head]

 [To Sector 7 agents subduing Bumblebee] STOP! He's not going to hurt you!

 [Bumblebee drives off to signal the Autobots] Hey, that's my car!

 [checking out his car for the first time] Feels good.

 [to Bumblebee] You're my guardian?

 [To an injured Bumblebee] I'm not going to leave you!

 [talking into phone] Hello, 911 emergency. My car's been stolen! I'm in pursuit! I need the whole squadron, bring everybody! No, no don't ask any questions, my father's the head of the neighborhood watch!

 [talking into phone] My name is Sam Witwicky. Whoever finds this, my car is alive, okay. [holds up phone briefly to show Bumblebee] You see all that? If these are my last words on Earth, I just want to say that Mom, Dad, I love you and if you find Busty Beauties under my bed, it wasn't mine, I'm holding it for Miles. No, no, wait that's—Okay, that's not true. It's mine; Uncle Charles gave it to me. I'm sorry. Mojo, I love you.

 [speaking to Optimus Prime through his bedroom window] Okay, listen. You've got to listen to me. If my parents come out here and see you, they're gonna freak out; my mother's got a temper.

 [to Mikaela] You have to get in the car. Trust me!

 [seeing his car transform for the first time] Oh my God...

 [seeing Barricade transform right in front of him] Oh God, NO!!! Oh shit, oh shit, oh God, OH SHIT!!! [when being chased by Barricade]

See, now you pissed him off. That car is sensitive. I mean, $4,000 just drove away. [When Mikaela calls Bumblebee a "piece of crap Camaro"]

 [to Mikaela] So listen, I was wondering if I could ride you home—I mean... uh, give you a ride home... in my car, to your house.

 This is kind of thing romantic friends pull, and I would never think of doing this, because I'm not that kind of friend. Well, I could be. [when Bumblebee suddenly swerves offroad while Sam is driving Mikaela home]

 It's custom-faded??

 I don't mind females working on my engine. I prefer it actually.

 No, it's a good book, your friends'll love it. It's got mazes in it, you know, little coloring areas, sections, pop-up pictures... it's a lot of fun.

 No sacrifice, no victory. (The Witwicky family motto)

 50 years from now, when you look back at your life, don't you want to say you had the guts to get in the car?

 [to Mikaela] It's weird; I just wouldn't peg you for mechanical.

 [talking into phone about Bumblebee] Satan's Camaro, in my yard! It's stalking me!!

 [to Mikaela, wondering if Sam thinks she is "shallow"] I think there's more than meets the eye with you. [after she gets out] "More than meets the eye with you"... that's a stupid line.

 [is being attacked by Frenzy] He's trying to kill me! [Runs away after Frenzy succeeds in removing his pants]


Secretary of Defense John Keller

Good luck... to us all.

 We're facing war against a technological civilization far superior to our own. Our enemy can take any shape. They could be anywhere!

 This is as real as it's ever gonna get.

 Are we talking about... an invasion?

 [Upon seeing the frozen body of Megatron] Dear God... what is this?

 [to Maggie] If you don't get a handle on that brain-mouth thing, you're off the team.

 Gentlemen, they know the Cube is here.

 Gentlemen, the President has ordered Sector Seven be terminated, and the remains of the dead aliens disposed of. The Laurentian Abyss is seven miles below sea level, deepest place on our planet. The massive depth and pressure there, coupled with freezing subtemperatures, would crush and entomb them... leaving no evidence.








Bumblebee (known as Bumble in Japan, Moscardo in Portugal, Űrdongó in Hungarian) is the "little brother" of the heroic Autobot faction, constantly striving to prove himself in the eyes of the taller, stronger robots that he respects - especially his leader, Optimus Prime. So strong is this admiration toward others, he takes risks that put him in danger. Although a bit of a wise-cracker, he is a capable and reliable messenger and spy, his small size allowing him to go places that his larger comrades cannot. He is highly fuel efficient, has great visual acuity, is particularly adaptable to undersea environments and transforms into a Volkswagen Beetle. He was later reconstructed in a stronger, more mature form as Goldbug.

Bumblebee is established as the smallest of the first year Autobots, but his actual size varies greatly in the various media, ranging from the same size as other Autobot cars to barely taller than a human. His only official height was in an early issue of the Marvel comics where it is stated he is 15 feet tall.

Bumblebee's primary function in the original Transformers animated series and comics was to serve as the "young" character with whom the youthful viewing audience could identify, and he would befriend the Autobots' primary human ally - the young son of the Witwicky family (Buster in the Marvel comic - see issue #1 - and Spike in the cartoon) - to this end, a concept that persists into the 2007 live-action film. Although a well-known character because of this, Bumblebee is quite unusual in that, unlike many other Transformers, his name has not been re-used and applied to unrelated characters throughout the ensuing twenty years of Transformers media, due to the loss of the trademark until recently. His role as the "young yellow character", however, has inspired other Transformers characters with the same role such as Cheetor and Hot Shot.

Bumblebee holds the distinction of being the second-ever character to appear on-screen in the original Transformers animated series, while on a mission to recover a small clutch of energy conductors with Wheeljack, illustrating the energy crisis holding sway over their home planet of Cybertron. Bumblebee was subsequently among the Transformers aboard the Ark as it set off searching for new worlds and new energy sources, which crashed on Earth, causing the Transformers within to be trapped in stasis for four million years. Awakening in 1984, Bumblebee distinguished himself by helping Ironhide quell a raging river and using his small size to help Sparkplug Witwicky plant explosives in the midst of a Decepticon mining operation.

He later befriended Sparkplug's son Spike, but their first adventure together was not a pleasant one, as they were both kidnapped by the Decepticons, and Bumblebee was brainwashed into luring the other Autobots into a trap.

As a regular character throughout the show's first two seasons, spanning 1984-1985, Bumblebee's escapades were almost always carried out alongside Spike. His adventures have taken him back to Cybertron, to the prehistoric Dinobot Island, the sunken city of Sub-Atlantica, a world of alien giants, a debaucherous gambling asteroid locale and more. He has been scorched by acid rain, fought as a mindless gladiator, been mauled by a monstrous alien cat, quested for "robotic insecticide" and, in one of his most significant roles, was one of the few Autobots to survive a brainwashing scheme by the Decepticons, leaving it up to him to save his comrades.

In the episode 51, "Prime Target" the big game hunter Lord Cholmondeley captured a secret Soviet jet, leading to panic of possibly war. Cholmondeley then set his sights on the ultimate trophy, the head of Optimus Prime. In order to lure Optimus in Cholmondeley captured Bumblebee and several other Autobots. Optimus Prime accepted Cholmondeley's challenge and defeated the big game hunter and freed the Autobots.


Lesson 6    WALL. E

WALL•E is a love story set in the year 2815.After hundreds of lonely years of doing what he was built for, WALL•E (short for Waste Allocation Load Lifter Earth-Class) discovers a new purpose in life (besides collecting knick-knacks) when he meets a sleek search robot named EVE. EVE comes to realize that WALL•E has inadvertently stumbled upon the key to the planet's future, and races back to space to report her findings to the humans (who have been eagerly awaiting word that it is safe to return home). Meanwhile, WALL•E chases EVE across the galaxy to win her heart.


The year is 2815 A.D. The Earth is a barren dystopia covered in what are literally mountains of trash, suffering from numerous sandstorms and torrential downpours. About 700 years ago, the megaconglomerate corporation Buy n Large (BnL) took control of the planet's entire economy, including the government, and humanity spiraled into a state of mass consumerism, quickly covering the planet in garbage. In the year 2110, BnL CEO Shelby Forthright (Fred Willard) sponsored a five-year exodus from Earth into space aboard a series of the executive starliners, the most prominent of which was the Axiom, taking a luxury cruise while hundreds of thousands of WALL•E (Waste Allocation Load Lifter Earth-Class) units were left behind to compress the trash into small cubes with which they used to build colossal spires for easy disposal as part of the proposed "Operation Cleanup". They were to then initiate "Operation Recolonize", returning to Earth after five years, which was believed to be enough time to clean the planet. This plan failed, however, and as Earth was deemed too toxic to re-inhabit, all the WALL•E units promptly deactivated, save for one (Ben Burtt).

The last active WALL•E on Earth has continued the same routine each and every day for 700 years: each morning he would wake up and recharge his solar cells before setting off to fulfill his directive of constructing trash spires with compressed cubes. But by this time, he has become sentient and developed a personality. To cope with the boredoms of doing the same day every day, other than working with his trusty cockroach companion Hal, he has become extremely curious. Whenever he would find anything he finds interesting in the refuse (a Rubik's cube, a light bulb, a match lighter, etc.) he would place it in a water cooler and take it back to his truck at the end of the day, placing it in his ever-growing knick-knack collection. He would also salvage spare parts for himself from his fellow deactivated WALL•E units should the worst happen. The pride of his collection: a VHS copy of the film Hello, Dolly!, which has taught him how to dance as well as all of his emotions. He loves the film and its music so much that he plays the song "Put On Your Sunday Clothes" while he works, and when he watches the scene with the song "It Only Takes a Moment", he learns how to hold hands; however, because he has no one else to hold hands with, he becomes lonely.

One day, he discovers something unlike any else he has seen: a seedling plant. Stricken by its beauty and delicate appearance, he carefully pots it in an old shoe. While returning home from work later that day, WALL•E notices a small red light on the ground, and decides to chase after it, ending up in the middle of a clearing. It turns out that the light is actually a tracking beacon of a landing ship. WALL•E immediately hides and witnesses a small white pod emerging from the ship; the pod opens itself and moves, revealing a sleek, state-of-the-art feminine probe-droid named EVE (Elissa Knight), who immediately begins scanning the area as if searching for something. WALL•E is stunned by the elegant-looking robot and falls in love with her upon first sight, but is too timid to speak to her, especially when she demonstrates her unhesitating will to fire her laser gun at any sudden movement. WALL•E's companion Hal decides to approach EVE out of curiosity, and she tries to shoot him, but when she finds that her target is a harmless cockroach, she shows signs of light-heartedness by playing with him. However, she is startled by WALL•E and holds him at a gunpoint, demanding to know who he is; Hal defends WALL•E by crawling into his hand. EVE scans him, subsequentially deeming him non-hostile returning to her mission, thinking nothing else of him. WALL•E, still fascinated by EVE, becomes determined to attract her attention as cautiously as possible, but she hardly notices him. Soon she begins to grow frustrated with not finding what she is looking for, but after taking her anger out on a magnetic crane that she gets stuck to and destroys, she calms down. By now, WALL•E sums up the nerve to approach EVE while she is docile and speaks with her again, introducing himself. EVE, while refusing to disclose her classified "directive", becomes amused by his behavior, and formerly introduces herself as well. A sandstorm suddenly brews, and WALL•E directs EVE to his truck for shelter.

EVE is fascinated when she sees all the little knick-knacks WALL•E has collected. Among his treasures, he shows her Hello, Dolly! and tries to teach her how to dance, though it gets a little out of hand and she accidentally knocks him away, damaging his right eye (fortunately, he is able to repair himself using his spare parts). He tries to hold her hand as he had seen in the film, which he determines to be an act of sharing love. Unfortunately for him, EVE does not understand what he is trying to do and thus does not return his love, especially as she is distracted by the mesmerizing flame of a match lighter and does not fully appreciate the film as he does. WALL•E then decides to show her the plant he found; suddenly, EVE grows excited, taking the plant from him and storing it inside herself, sealing up into her pod form and entering standby mode. WALL•E does not understand why she will not unlock or speak to him, but nonetheless does everything in his power to keep her motionless body safe from the elemental hazards of the desolate Earth in the hopes she will wake up, taking her out on a series of "dates" in the process; finally, WALL•E gives up hope that she will ever awaken and leaves her. Soon the ship EVE arrived in returns and takes her away. While it is clear that EVE had sent a homing beacon to her ship to retrieve her, WALL•E believes she is being kidnapped and climbs onto the side of the ship in an attempt to "save" her, telling Hal to stay where he is, clinging on as it launches off the planet and into the depths of space. WALL•E gazes in wonder at the beautiful cosmos as he arrives aboard the Axiom.

Still on standby, EVE is taken to a group of cleaning robots led by a small robot named M-O (Ben Burtt). WALL•E is also taken by accident, dumbfounding and irritating M-O with the amount of dirt on his body. The two robots engage in a brief, mild conflict about his filthy body when the ship's second-in-command, GO-4, inspects EVE and finds that she is storing the plant inside her, and has her taken away somewhere, with WALL•E giving chase. As M-O prepares to leave for his next assignment, he notices that WALL•E has left an awful amount of filth behind by his tracks. M-O ultimately decides to forgo his assignment and clean these tracks on his own, knowing they will lead him to WALL•E, and obsessively initiates a cat-and-mouse chase while unknowingly developing the ability to think for himself. Around this time, WALL•E discovers that the humans aboard the vessel have lost considerable bone mass and are morbidly obese, having adapted after centuries of living in micro-gravity, consuming liquefied food, and leaving all manual labor to be handled by the robots. They never acknowledge each other in ways other than through holographic screens in front of their faces, and can't even move without a hovering chair or other automated assistance. Even piloting the ship is left in the care of the autopilot, aptly named "Auto"; all the real Captain (Jeff Garlin) does is make the morning announcement each and every day, as well as re-check the ship's status with Auto. WALL•E encounters a human man named John (John Ratzenberger) who falls off his chair, but is quickly helped back on by WALL•E, much to his appreciation. While trying to approach EVE's tram, he accidentally turns off the computer screen of another human, a woman named Mary (Kathy Najimy), awakening her to the world around her, mainly the pool, which utterly amazes her.

EVE is taken to the Captain, who is suddenly surprised that she has returned "positive" (i.e., with a plant), and learns of Shelby Forthright's "Operation Recolonize"; all he needs to do now is bring the plant to the holo-detector on the lido deck, and the ship will automatically make a hyperspace jump to Earth. EVE reactivates and finds WALL•E, telling him to stay hidden. But when the Captain prepares to take the plant, he finds that it is missing. EVE assumes that WALL•E took it, though he was never seen doing such a thing. Unable to find the plant anywhere, Auto declares that EVE's memory is faulty, and that things can go back to normal; the Captain similarly dismisses the event as a false alarm and has EVE sent to the repair ward for diagnosis. WALL•E is suddenly discovered, and he shakes hands with the Captain, getting dirt on his hand. The Captain has WALL•E taken with EVE to be cleaned. As they leave for the repair ward, EVE refuses to speak with or even look at WALL•E, believing him to be an irresponsible, petty thief, much to his dismay. The Captain analyzes the dirt WALL•E left and discovers that he is from Earth. His curiosity about humanity's former home planet is ultimately sparked, and he becomes enthralled in researching what it is like.

Arriving at the repair ward with all the other malfunctioning robots on the ship, EVE is fitted with a red boot that deactivates her with the press of a button. She is taken into a room behind a translucent screen as WALL•E is placed in a cell. Her laser arm is removed and she is cleaned, but while EVE actually enjoys the experience, WALL-E misinterprets it by what he can see and hear and believes she is being tortured. WALL•E escapes his cell and breaks into the diagnosis room, grabbing her detached arm and accidentally firing it at the power cell of the room, releasing the legitimately haywire robots from their cells; in the process, WALL•E accidentally begins playing "Put on Your Sunday Clothes". As WALL•E is whisked away by the malfunctioning robots, they are stopped by the stewards, allowing EVE to track WALL•E down. However, EVE is photographed by the stewards in a position that makes her appear as if she is going to attack with it, labeling her as a "rogue robot". Now a wanted criminal, EVE must evade security as she takes WALL•E to the escape pods.

Furious and fed up with WALL•E for all the trouble he has caused for the ship and for her, EVE activates an escape pod set to return him to Earth. WALL•E wants EVE to come with him but she refuses, stating that she must stay to find the plant and fulfill her directive. Slightly offended, WALL•E stubbornly refuses to leave, frustrating EVE. They are then forced to hide when GO-4 enters the room and activates the pod's self-destruct sequence. He then places the plant inside, exposing himself as the true thief. WALL•E goes into the pod to retrieve the plant for EVE, but GO-4 launches it with him inside, and EVE, in spite of everything he had done, gives chase to try and save him. Realizing that he cannot stop the pod or its self-destruct sequence, WALL•E tries to make an escape by opening the emergency hatch, but it is stuck; as he begins banging on the door with a fire extinguisher, the pod explodes. Horrified, EVE rushes to the scene when WALL•E flies past her by completely unharmed, having managed to escape at the last second and find propulsion with the fire extinguisher. EVE is deeply relieved and reconciles with WALL•E, but before she can say another word, WALL•E presents to her the plant, also unharmed. EVE is overjoyed and, after taking back the plant, gives WALL•E a "kiss", which causes a small static shock, and they share a dance in space around the Axiom. Witnessing this dance are the humans John and Mary, who recognize WALL•E and suddenly notice each other, falling in love.


WALL•E and EVE return onboard the Axiom where EVE is still wanted by security. WALL•E tries to hold her hand again, but EVE is much too concerned with carrying out her directive, as well as keeping a low profile, and rejects his offer. She decides to sneak onto the bridge through the garbage chute, telling WALL•E to stay put. She presents the plant to the Captain who, after being completely fascinated with the customs on Earth he had learned about, such as farming and dancing, decides to watch her security recordings of Earth; however, he is shocked and confused to see that Earth is not the green paradise he learned it to be. As they watch the recordings, EVE witnesses footage from the Hello, Dolly! video that WALL•E had shown her before. She watches the scene with "It Only Takes a Moment", which she did not previously have the time to appreciate, and learns how to hold hands much like WALL•E had. The recording then begins to play security footage of what happened when she took the plant and entered standby mode, and she sees everything that WALL•E did to protect her motionless body, as well as all the "dates" he took her on. She is touched by WALL•E's deeds and, realizing that he truly does love her, begins to fall in love with him as well. Meanwhile, WALL•E grows rather anxious about waiting for EVE, trying to put his feelings for her in the right words, until he decides to follow her, slowly climbing up the garbage chute.

The Captain has an epiphany: a great deal of care and work is needed in order to benefit Earth, and that humanity must return to make amends and save it. He prepares to place the plant in the holo-detector, but Auto tries to take it from him, saying that they cannot return to Earth. Auto refuses to disclose why not, but the annoyed Captain orders him to reveal his intentions. Auto plays the recording of a top-secret announcement by Shelby Forthright, explaining how "Operation Cleanup" had failed and he deemed Earth too toxic to ever support life again. He issued Directive A-113, which was for autopilots to stay the course in space and never return to Earth. The Captain is outraged, learning that this video was taken over 700 years ago, and that things have now changed: if one plant can survive on Earth, then that certainly proves that Earth is now inhabitable. Auto, however, overrules this, being unable to disobey his directive, and stages a mutiny with GO-4, who steals the plant back for Auto. EVE tries to coerce GO-4 into returning it, but he throws it down the garbage chute. Fortunately, it conveniently lands on top of WALL•E's head as he arrives to be with EVE. GO-4 restrains EVE, and WALL•E and Auto have a brief struggle in which WALL•E stores the plant inside his chest cavity before Auto violently electrocutes him, sending him down the chute. He then deactivates the distressed EVE with her red boot and has her sent down the chute as well before proceeding to lock the Captain in his quarters.

EVE reactivates when the robotic mice on her body activate her boot. She finds herself stuck in a pile of garbage in the waste disposal facility, inhabited by a pair of giant WALL•A robots, which are much like WALL•E with the exception of size. She is trapped inside a large compressed garbage cube, her boot breaking off in the process, and placed in an airlock, set to be jettisoned into space with the seriously damaged WALL•E and the plant. However, entirely by chance, M-O appears in the chamber, having followed WALL•E there while fixated on cleaning his filthy trail, and uses his body to keep the airlock door open, with the robots inside clinging on to him as they are being sucked into the vacuum of space. The WALL•A take notice and activate the airlock, saving them. As M-O finally cleans WALL•E and befriends him, EVE finds that WALL•E's encounter with Auto has burned a hole in his motherboard, and tries in vain to find replacement parts. WALL•E gives her the plant, telling her to bring it to the holo-detector and fulfill her directive, but EVE refuses, having now become completely enamored with him, and declares that her new directive is to be with WALL•E. She offers to hold WALL•E's hand but he rejects it, insisting she return the plant; WALL•E reminds her that if they return the plant, they will return to Earth, where he had stockpiled spare parts for himself which can be used to repair him. EVE agrees and, with WALL•E, M-O and the plant in tow, they escape the facility.

EVE directly confronts the stewards and attacks, recognized as the "rogue robot" from before. The Captain views the new security photo from his quarters and notices that they have the plant. He hotwires the communications in his room, directing WALL•E and EVE to the holo-detector before being cut off by Auto. He then takes a holographic image of WALL•E holding the plant and presents it to Auto, tricking him into thinking he has obtained it. Auto enters his chambers where the Captain jumps him, engaging in a struggle that accidentally knocks GO-4 out of the bridge and crashing to the deck below. Meanwhile, WALL•E, EVE and M-O recruit the malfunctioning robots that were let loose, who recognize them thanks to the song "Put on Your Sunday Clothes" he had played earlier, and decide to help them by destroying the security drones in their way before reaching the lido deck. The Captain manages to activate the holo-detector, which is a pedestal that rises from the deck, summoning all humans, asleep or awake, to the main chamber but Auto tilts the Axiom to its side, knocking the Captain to the ground, piling all the humans in a corner, and causing WALL•E and EVE to drop the plant. EVE protects the humans from falling trams that threaten to flatten them—during the chaos, John and Mary save a group of babies, apparently adopting them. Auto tries to close the holo-detector, but WALL•E attempts to hold it open. Auto then tries to kill WALL•E by slamming the holo-detector shut, which jams over his body and ultimately crushes him. As EVE is preoccupied with protecting the humans and forced to watch on in horror, the enraged Captain summons the strength to stand up on his own and resume his battle with Auto. He manages to switch to manual control, restoring the tilt to the Axiom and relieving everyone from the menace of Auto once and for all. EVE rushes to WALL•E's aid, retrieving the plant with the aid of the humans who also managed to stand up and the other robots. She places it in the holo-detector, opening it and releasing him, finding that he is mortally damaged. The hyperdrive of the ship is activated, and they immediately return home at a thrusting speed.


Having arrived on Earth directly on the spot where the Axiom first launched, EVE carries the dying WALL•E back to his truck where she desperately puts him back together with his surplus and recharges him, successfully reactivating him. Relieved, EVE proceeds to try and hold his hand like they desired so many times before, but WALL•E does not seem to recognize her, turning away and preparing to leave. EVE realizes that WALL•E has lost his memory after the incident but, in a state of blissful denial, does everything in her power to make him remember: she shows him his treasured knick-knacks as well as Hello, Dolly!, but WALL•E instead begins to compress his collection into cubes, following his original directive. Each failure makes EVE more and more miserable; in one attempt she tries to play WALL•E's recording of "It Only Takes a Moment" but finds that it too has been erased, and she concedes that the WALL•E she knew and loved is gone forever. Heartbroken, EVE finally takes a hold of his hand and softly hums "It Only Takes a Moment" herself before giving him a parting "kiss", causing another static shock. She prepares to leave in sorrow, but her fingers are stuck between his. Suddenly, WALL•E slowly grasps EVE's hand as he recognizes her, and he becomes ecstatic when he sees that they are holding hands; the spark of the kiss had rebooted his memory. EVE is filled with joy, and they embrace for a tender kiss. WALL•E and EVE prepare to spend the rest of their lives together alongside their new robot friends, assisting the humans—led by the enthusiastic Captain—as they work to restore Earth to its former beauty, first starting by planting the growth in the ground and the camera zooms out, there are many more plants growing.



Lesson 7 BEN 10


The show is about Ben Tennyson, his cousin Gwen, and their grandfather Max. During the start of their summer camping trip, Ben goes stomping off into the woods after another fight with Gwen, whom he is not happy to have along on the trip, and finds an alien pod on the ground. When he examines it, he finds a mysterious, watch-like device, called the Omnitrix, stored inside. The device attaches permanently to his wrist and gives him the ability to transform into a variety of alien lifeforms, each with their own unique powers, quite similar to DC's Dial H for Hero comic. Although Ben realizes that he has a responsibility to help others with these new abilities at his disposal, he is not above a little superpowered mischief now and then. Along with Gwen and Max, Ben fights evil, both extraterrestrial and criminal.

In the first season, the plot mainly focuses on the villain Vilgax, an evil alien warlord who wants to use the Omnitrix to conquer the galaxy. Injured at the start of the season, he sends various drones to get the Omnitrix until he is healed. After he is fully healed, he attempts to retrieve it himself, only to be stopped by Ben, Gwen and Max. Furthermore, it is hinted throughout the season that Max knows more about aliens than he lets on, culminating in the revelation that he and Vilgax had fought previously. A more subtle plotline involves Ben being forced to "grow up" and learning to use the Omnitrix responsibly, with particular emphasis on that point in the episode "Kevin 11".

The second season mostly follows a "villain of the week" format. The few plot-centric episodes focus on Kevin, a super-powered teen with the power to absorb different types of energies, who meets Ben in the first season. Having inadvertently allowed Kevin to absorb the Omnitrix's ability during their first meeting, Kevin serves as an antithesis to Ben. A sociopath, Kevin eventually morphs into a hideous amalgam of Ben's original ten forms and blames Ben for it. Vilgax also returns in the finale, teaming up with Kevin in the hopes of succeeding where he failed originally. Again, he fails, and both he and Kevin are trapped in an alternate dimension, the Null Void. Another important event during this season is the destruction of Ghostfreak, one of Ben's original ten forms. Having escaped from the Omnitrix, he plans to possess Ben and use the power of the Omnitrix to begin his own legacy of conquest. However, he is defeated and destroyed by Ben.

The third season has a similar yet darker plot layout. Its few plot-centric episodes focus around aliens styled on traditional horror monsters that Ben acquires as new forms through their contact with the Omnitrix. Purple-colored lightning, caused by a teleportation device created by the Frankenstein-esque alien Doctor Vicktor, heralds their appearance. Vicktor, in turn, is loyal to Ghostfreak, who is resurrected later in the third season. He plots to shroud the earth in darkness with the use of a corrodium beam projected from a space station and expanded across the earth using a transmitter in New Mexico, thus allowing him to be at full power and rule over the planet. His attempt, however, is thwarted by Ben; he dies once more from direct exposure to the sun, but not before his DNA is re-added to the Omnitrix.

The fourth season revolves around Ben's last adventures as summer vacation ends. The few plot-centric episodes revolve around the leader of the Forever Knights organization, Forever King, and his plans to deal with the Tennysons himself. He gathers many of Ben's enemies to serve as members of his group, the "Negative 10" to both battle the Tennysons and steal a powerful energy from the Plumber base at Mount Rushmore. Ben eventually defeats the Forever King, destroying the Mount Rushmore faces in the process, though it is implied that a hologram is used to recreate the faces. Ben 10: Secret of the Omnitrix is set shortly after this point.

The series' final episode shows a possible take on Ben's return to normal life following the end of his summer vacation, and ends with the reveal of his secret powers to his father and the general public, after a final climactic battle with Vilgax. The film Ben 10: Race Against Time portrays a similar situation, the difference being that Ben fights an original character created for the film and his secret remains safe


The main focus of the series is the Omnitrix, a watch-like alien device found by Ben in the first episode. Using it, Ben can transform into a number of different aliens, which he uses to battle the various villains in the series. As explained in the show, the Omnitrix works by binding alien DNA to Ben's, transforming him into the alien of his choice for ten minutes and then reverting him back to normal. As revealed in Ben 10: Race Against Time, the time limit is a failsafe designed to keep the alien DNA from overwhelming the user.

To prevent the obvious problem of someone simply stealing the Omnitrix from Ben, the Omnitrix is depicted as quite difficult to remove, being more or less integrated into Ben's skin. Furthermore, when anyone tries, it emits an omni-directional energy burst to discourage such attempts. When people have actually removed the device, it seems to take them a very long time or complicated machinery to accomplish the task. Despite its mechanical appearance, the way it works makes it seem more organic in nature, even possessing a mind of its own. The Omnitrix also adapts for the gender of the user and any illnesses the current user may be afflicted with also spread to all of the aliens as well. It appears to grow along with the user, as Ben 10,000's Omnitrix is at least three times the size of the ten-year-old Ben's, and the aliens age along with the user as well.

As a running gag, as well as an occasional plot point, the Omnitrix tends to work in ways contrary to Ben's wishes. This is because Azmuth created it to do so as a security precaution. It will transform him into the wrong alien (probably because the alien Ben changes to has a better advantage in that certain battle than the one Ben wanted to change to), shut down at inopportune moments, or simply not activate at all, actually resisting Ben's attempts to push the face back down. This has yet to occur in Ben 10: Alien Force, except on two occasions, meaning Ben Tennyson has, to some extent, mastered the functions of the Omnitrix, though not as entirely like his future self in the episode "Ben 10,000". Various episodes in the original series show that at least part of this behavior is Ben's unfamiliarity with the device, and several episodes showcase people (or aliens) whose knowledge of the device allows them to operate it with much greater ease than Ben. When used to its full potential, the Omnitrix is shown to allow the user to become or switch to any alien by merely thinking about it, stay in alien form indefinitely, referred to as the Omnitrix's "Master Control" function.

The Omnitrix's origins are explored in Ben 10: Secret of the Omnitrix. Its creator, Azmuth, explains that he built it to provide the various species of the universe a better understanding of each other—the proverbial 'walk-a-mile-in-another's-shoes'. To that end, the Omnitrix absorbs and integrates the DNA of aliens for use by the one wearing it. Because of the combat potential in some of the aliens, particularly those Ben commonly transforms into, it came to be seen as a weapon by Vilgax and others. Afraid that it would be used for the wrong purposes, Azmuth installed a self-destruct feature into the Omnitrix, which served as the central plot point in Secret of the Omnitrix.

At some point in the years between the original series and Ben 10: Alien Force, Ben managed to remove the Omnitrix by an unknown but difficult process. When Ben puts it back on, the Omnitrix reconfigures into a more watch-like shape, giving Ben access to a new set of alien forms and a holographic alien display, rather than merely presenting the silhouettes of the aliens. Also, Ben has lost his previous alien transformations; this is noted in "Ben 10 Returns", when he first uses the new Omnitrix and states that he doesn't recognize anyone in his selection, in "Everybody Talks About the Weather", when he told Alan Albright that he used to turn into Heatblast, and in "Pier Pressure" when he saw a Galvanic Mechomorph and told Julie that he used to be able to turn into Upgrade. Ben himself also retains any injuries suffered by his alien forms, although this has not been shown to be any real problem as of yet. Also, Ben is able to transform multiple times in succession but it will eventually shut down to recharge its power. In addition, the Omnitrix has the ability to repair genetic damage, such as that caused by DNAlien mutation. It uses a previously unseen speech function to inform Ben of this feature. Also, this Omnitrix's fail-safe seems to less pronounced- Big Chill attempted to eat every piece of metal he could see tomake a nest for it's children.


1. Heroes

1.1 Ben Tennyson

Benjamin "Ben" Tennyson (voiced by Tara Strong and portrayed by Graham Phillips in the live action film Ben 10: Race Against Time) is the main protagonist of the series. He is a typical ten-year-old boy—he plays video games, rides his bike, and often gets into mischief.

During a walk, Ben finds the Omnitrix, which latches onto his arm. Unable to remove it, he uses its powers to become a superhero, fighting evil both extraterrestrial and criminal. However, he finds the job trickier than he imagined, especially with the evil alien warlord Vilgax pursuing him relentlessly to retrieve the Omnitrix. No matter what bizarre form Ben takes, inside he is still the same mischievous 10-year-old boy. He is something of a glory hog, sometimes taking credit that he does not deserve.[1] He also tends to be a sore loser, especially when it is Gwen - with whom he shares a love-hate relationship - who outdoes him. Ben is not above using the Omnitrix to pull pranks, even during urgent situations.[2] In spite of all this, Ben is good-hearted and will stop at nothing to protect his family or anyone in danger. Even when not in alien form, Ben's resourcefulness has saved himself and others from many a dire situation, especially when the Omnitrix cannot activate or does not provide him with the form he originally wants. His most frequent catchphrase, usually said when something goes wrong, is "Aw, man!" His others include "It's hero time!" and "Going hero!".

Ben's relationship with Gwen in the original series is complex. The two of them bicker almost constantly, can hardly agree with each other on anything (the only exception being their dislike of Max's bizarre cooking), and their fights have, on occasion, even led to physical confrontations. Despite all of this, they truly care about each other, showing genuine concern when the other is in serious danger. A prominent example is in Ben 10: Secret of the Omnitrix, when Ben is deeply saddened when it is thought that Gwen had died, and hugged her while in tears when it is revealed that she had survived.

In "Goodbye and Good Riddance", it is shown that Ben is - or was - very unpopular at school, being picked on by the other kids on a regular basis, although this changes after the entire population of Bellwood learns of his Omnitrix-fueled exploits over the summer. Also, in "Last Laugh", it is revealed that Ben had suffered from coulrophobia for some time, but gets over it in order to fight Zombozo.

Twenty years into the future, Ben (voiced by Fred Tatasciore) has become a full-time superhero. He no longer bothers to conceal his identity, as he is recognized everywhere as Ben 10,000 or Ben 10-K, no matter what alien form he is using. He also has 10,000 alien forms, hence the name, and has once again unlocked the Omnitrix's master control function, allowing him to switch forms at will. Having been fighting crime for such a long time, Ben 10,000 has grown into a more strict and serious character, going so far as to stop naming his aliens (which the present Ben considers "half the fun" of using them), and has a darker way of dealing with villains, such as defeating Vilgax by literally dismembering him, though his interaction with his past self in the episode "Ben 10,000" causes him to lighten up somewhat, naming his aliens all over again. Ben's alien forms have aged with him, which is evident in their appearances and abilities. For example, Ben 10,000's XLR8 is noticeably taller with grey outlines in place of the ordinary blue, as well as being considerably faster. In an alternate timeline, Ben eventually has a son named Ken (named after Gwen's brother), whom he teaches to use the Omnitrix in the episode "Ken 10".

In the sequel, Ben 10: Alien Force, Ben (voiced by Yuri Lowenthal) is a much more mature and resourceful character, having learned the value of teamwork through his role as a goalkeeper for his soccer team, at the same time growing out of his childish antics, and is far more adept when using the Omnitrix, actually thinking about which alien would be most effective against an opponent or the most appropriate for a situation, rather than simply selecting the one with the most physical power as he originally did, though there is still a bit of the young Ben Tennyson in him. His relationship with Gwen is also better; they no longer fight, and their quips about one another are more friendly. He now sports a black shirt, a green jacket with a white vertical line with the number 10 on it, while his soccer uniform resembles his original clothing. He found a way to remove the Omnitrix roughly five years before the series began, allowing him to live a normal life. When Grandpa Max goes missing, he teams up with Gwen and a reformed Kevin to find him. The Omnitrix has been recalibrated, giving access to a new set of alien forms; in addition, it reconfigures into a more watch-like shape. It shows to have an array of new abilities that Ben wasn't aware of before, such as being able to speak and remove genetic corruption from creatures. It also carries a new weakness: if Ben's aliens are hurt, when the Omnitrix times out, so too is Ben hurt as a result, though this has not proven to be any real problem so far. Contrary to the Omnitrix's previous ill-timed deactivations, the new recalibrated Omnitrix appears to deactivate more or less to Ben's will or simply manually by rotating the dial as shown in the episode 'Alone Together', additionally it can be used multiple times in succession or indefinitely when used at its maximum potential, though its power will eventually deplete and will require time to recharge. The Omnitrix has only displayed one instance of 'glitching',when a tremor causes Ben to buckle, and replace the alien he selected with Brainstorm. It also has yet to introduce any new aliens to Ben's omnitrix. Although he, like Gwen, is a descendant from the Anodite race, Ben does not bear the "spark" to use their powers. Ben has also learned some degree of martial arts taught by his cousin Gwen[3].

 Another view of Benjamin 'Ben' Tennyson

 Background/History: Ben Tennyson was once an ordinary ten-year-old boy. While on a camping trip with his Grandpa Max and his cousin Gwen, he saw a shooting star. Running off into the woods to investigate, Ben discovered that the shooting star was actually an alien artifact that looked like some kind of wristwatch. When he approached the object, it animated and attached itself to his arm. After freaking out and yelling a bit, he tried to pull and pry it off, but to no avail.

Ben soon discovered that the device had several buttons and a dial with many settings. Thinking that the right combination might allow him to remove the device, Ben started tinkering around. In the process, he discovered that the device allowed him to turn into an alien. And not just one alien, but several different ones, each with cool new powers. He promptly decided to use his newfound powers to become a hero, at least until summer vacation ends.

Ben eventually found out that the device is called the Omnitirx. It's apparently a one of a kind prototype and it transforms him by injecting him with alien DNA. The Omnitrix crashed to earth when Vilgax the space pirate destroyed the vessel that was carrying it. Vilgax wants the Omnitrix so that he can mass-produce it and create an invincible army. He will stop at nothing to get it back from Ben. Vilgax was grievously wounded in his last attempt to capture it, but has since recovered thanks to extensive cybernetic enhancement. Ben defeated him once more, but it's unclear if the threat that is Vilgax is truly gone.

Personality/Motivation: A generally kindhearted and brave boy, Ben wanted to help people even before he got powers. Now that he can actually make a difference, he's just as happy as could be. However, he's still learning to use his powers in a responsible manner. He's only recently learned that being a hero should be it's own reward, and that he shouldnÂ’t expect fame, fortune or favors as a result of his heroic efforts. A thank you from time to time would be nice though!

Ben's a pretty typical ten year old american male. He has a bit of a mischievous streak, especially towards his "geeky" cousin Gwen. He's used the Omnitrix to play pranks on her and others on occasion. He's also used the device for personal gain, such as using Grey Matter's small size to look for the hidden prize in a boxes of cereal or using XLR8's speed to do chores. He once hung a pair of children by their underwear, but they were bullies that totally had it coming.


"Look, if I can figure this thing out, maybe I can help people. I mean, really help them, not just, you know, make things worse."

"Time to go hero!"

Powers/Tactics: Ben can use the Omnitrix to assume the forms of several different alien heroes, each with separate strengths, powers and weaknesses. While Ben's appearance and voice change, he retains all his memories and personality. However, he does describe the experience like being himself and someone else at the same time.

Normally, Ben can only remain in a given form for ten minutes at a time, but this has been known to fluctuate considerably.

So far, Ben has not figured out how to change from one alien form to another, nor can he end a transformation prematurely. The Omnitirix flashes red and beeps loudly to alert him when it's "battery" is running low. He often ends up reverting to his human form at inconvenient time, such as while flying or running at top speed across the surface of a lake. Luckily, he's managed not to hurt himself... so far.

It's unclear exactly how long the Omnitrix takes to recharge or even how it recharges.

It's also not clear at this point if the Omnitrix is sentient or if it is merely programmed with protocols that Ben doesn't comprehend. Frequently it has changed Ben into an alien form he didn't select, but which ultimately proved to still be useful. Other times it has cut his transformations short or extended them for hours. It's even defended itself from direct attack on a few occasions. The Omnitrix seems to have a mind of its own sometimes, and that mind seems determined to turn Ben into a true hero. Ben just thinks the watch is prone to malfunction, not realizing that it malfunctions most often when he is using it in an inappropriate manner.

Ben and others have been unable to remove the Omnitirx. The alien mercenary Hoverboard has explained that the device is bound to Ben on a genetic level. It likely cannot be removed without extensive surgery. At least, not while Ben is still alive.

Ben's Powers and Abilities

Ben has no inate special abilities however since acquiring the Omnitrix he has gained the abilitiy to megamorph into 12 known alien forms. When he first got the Omnitrix he only was able to transform into 10 alien forms but recently he has gained two forms which he is able to occupy. Each alien form has its own powers and abilities as well as its own weaknesses. For the aliens powers and weaknesses refer to the Omnitrix Alien section of the webpage.

1.2     Gwen Tennyson

Gwendolyn "Gwen" Tennyson (voiced by Meagan Smith) is Ben's ten year-old cousin (the two share the same birthday).[4] Haley Ramm portrays Gwen in the live-action film, Ben 10: Race Against Time.

Gwen shares a love-hate relationship with Ben, insulting him with dry wit and sarcasm most of the time.[5] She uses her laptop to research any strange people and/or creatures they might come across,[6] and is a capable gymnast and has had some training in martial arts.[7] 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, ability at magic. Having within her what Charmcaster calls a "magical aura", Gwen is capable of using various magical artifacts and spells.[8] When using the magical, luck-giving Charm of Bezel, she was able to activate it instinctively, whereas Hex did or could not.[9] 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 ability.[10] Gwen starts tapping into her magical powers when she procures a book of spells from Charmcaster in the episode "A Change of Face".[11]

In the possible future of "Ben 10,000", Gwen (voiced by Tara Strong) has gone by her full first name since college. A combination of physical and magical training leads her to become both a black belt and a master magician using the Charms of Bezel (Gwen has traveled to the Dimension of Bezel where a new set of charms was created for her), which makes her a hero in her own right. In "Ken 10", Ben's son, Ken, looks at her as more of an aunt than a cousin. She does not appear in person during the episode, being on a mission on another planet, but she makes two appearances as an astral projection; first appearing during Ken's birthday party to give him his present (a self-regenerating, dog-like member of the stone creatures that Charmcaster commonly uses as watchdogs and familiars), and then talking privately with Ben about Ken's behavior with his Omnitrix after Devlin's attack on their home.

On two occasions, Gwen has the Charms of Bezel to become a superheroine by the name of Lucky Girl. At first, her ability drew from the "luck" Charm of Bezel, which innately gave her perfect luck. While wearing the charm, any action she took would result in an Rube Goldberg-style chain reaction benefitting her original intent, but usually injuring Ben in the process.[9] She later brought back her superhero identity after obtaining the Keystone of Bezel, which increased her natural abilities to superhuman levels rather than just affecting her luck.[10] Both times, Gwen was forced to retire when the Charms of Bezel were destroyed.

In the sequel, Ben 10: Alien Force, Gwen (voiced by Ashley Johnson) is now a black belt. In this version, Gwen wears a plain, blue shirt with a white collar, a black skirt with black stockings, her hair is much longer and darker, her eyes are much darker, and her lips are more visible. Her magical abilities have also grown considerably. She is able to create energy constructs for nearly any purpose, usually creating platforms to levitate herself (and others), beams to grab enemies, and circular blasts to knock enemies back. She also has a wide range of other loosely defined magical abilities, such as dowsing and clairvoyance. Her powers are revealed to be alien in origin; her grandmother, Verdona, is an energy being known as an Anodite. Verdona tells Gwen that what she and others originally thought of as "magic" was actually the manipulation of a Force-like energy called mana. Verdona offers to take Gwen to her home planet and train her in the mystical ways of the Anodites, but Gwen prefers to remain on Earth with Ben and Kevin. She hates being called an "energy being", referring to her Anodite heritage.

 Another view of Gwendolyne 'Gwen' Tennyson

Whenever Ben is ready to dive headfirst into trouble, his 10-year-old cousin Gwen (the two share a birthday) is the voice of reason that tries to keep him from it, often unsuccessfully. Ben usually doesn't want to listen to her and thinks that (from his point of view) she doesn't know when to stop nagging him. Gwen is always trying to plan ahead and calculate the consequences of their (mostly Ben's) actions. As such, she is convinced that Ben never thinks before he acts. She uses her laptop to research any strange people and/or creatures they might come across. Although the two of them bicker a lot, she continually tries to help Ben figure out how the Omnitrix works (much to her own dismay). She also seems to know martial arts. Most of the time she holds Ben in contempt, insulting him with dry wit and sarcasm, but deep down has some respect for him, though she doesn't like to show it.
Gwen's Powers and Abilities

Gwen has no natural superhuman powers however she temporarily had the ability to control probability subconsiously, bending 'luck' to her will. She gained these abilities from one of the 'Charms of Bazell'. Her abilities are mystical in nature meaning that they can be limited, like any other source of power, however the current limitations are unknown. And luck does not always work in ways expected. Meaning that if her luck powers were activated while she was running from somebody then they shot a beam of energy she would trip over something. These abilities were lost however when she destroyed the entire set of the Charms of Bazell.

In an alternate reality Gwen gained the Omnitrix allowing her all of its powers, therefore all of the aliens abilities.

1.3    Max Tennyson

Maxwell Tennyson (voiced by Paul Eiding), or Grandpa Max as his grandchildren call him, is the 60-year old, rather overweight and a bit slow at times, paternal grandfather of cousins Ben and Gwen Tennyson. With a keen sense for adventure and a strange taste in food (the only topic about which Ben and Gwen never argue), max always ends up taking the kids on interesting trips.[5] As soon as school lets out, Ben looks forward to going on a traditional summer road trip with Max. Much to Ben's annoyance, Ben discovers that his cousin Gwen (whom he dislikes) is joining them as well. Max travels in a motorhome nicknamed "The Rust Bucket", which he has modified with advanced technology.[13] The Rust Bucket is a replica of a GMC Classic Motorhome.[5]

Max was once in the army, had joined the astronaut program, and was a "plumber" (among other things, it seems) 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[7] to a working knowledge of nuclear reactors.[3] Max and Vilgax are also old enemies, with Vilgax even going so far as to call Max "a thorn in his side."[13]

In reality, Max was indeed a plumber, but not the kind that Ben and Gwen thought he was. He was part of a government organization called "The Plumbers" which dealt with extraterrestrial, paranormal, and other situations that many others could not handle.[14] Their base was beneath Mount Rushmore.[13] 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.[14] Max was to have been among the candidates eligible for the Apollo 11 mission, and would have gone were it not for other concerns.[1]

By the age of 80, Max has further modified his RV, grown a beard, and seems to have lost his arm. In its place, he uses a neuroprosthetic replica of his arm, which can also extend and transform into a laser. Further in the future, around when his great grandson Ken is 10, Max has lost his beard and much of his weight and height, though the reason behind the drastic change in appearance is unexplained.

Max is an old friend of an alien named Xylene. She had intended to send the Omnitrix to Max, but Ben found it by accident.[15] 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.[15]

In the live action Ben 10 film, Max is played by Lee Majors.

In Ben 10: Alien Force (sequel) Max has more wrinkles and has full white hair. He apparently still wears the same clothes as in the previous show.

1.4 Kevin Levin

Kevin Ethan Levin (voiced by Michael Reisz in his first appearance, Charlie Schlatter in his following ones, and by Greg Cipes in Ben 10: Alien Force) is a mutant with the ability to absorb any type of energy and release it at will, though he seems only able to release electricity, or he may simply favor this due to its offensive potential. The energy can be used to activate or overload various machines and can also be used to make energy blasts. Kevin was abandoned before the start of the series due to his powers, and has been alienated ever since, this has lead to him developing anti-social behavior disorders that border on sociopathy, however, he is reformed over the course of Ben 10 Alien Force, and rejoins society and apparently recociles with his family. When absorbing energy from the Omnitrix's aliens, he becomes an incomplete, but effective, version of that alien. In his first appearance in "Kevin 11", he is first encountered by Ben in an arcade, where he was assaulted by bullies and saved by Ben as XLR8. The two attempt to steal video games from a warehouse and get caught by the police, forcing Ben to reveal his powers to him in order to escape. Eventually, Ben breaks off their partnership when Kevin rigs two trains to collide, not caring that hundreds of innocent people would be killed. He then absorbed the abilities of Heatblast and Fourarms, using the former form's powers to get revenge on those who had wronged him. He absorbed the latter form's powers during his second battle with Ben to even the odds. After trying to take the Omnitrix from Ben, the Omnitrix emitted a feedback pulse to prevent Kevin from taking it, seemingly neutralizing his power. Kevin, however, exhibits the ability to create flame at the end of the episode.

Kevin serves as the main antagonist of the second season. His ability to project heat at the end of "Kevin 11" is a result of the Omnitrix's feedback pulse: the amount of energy it emitted allowed him to fully absorb its powers, giving him access to every alien form Ben had at the time. However, because Kevin's ability to regulate this power is poorer than that of the Omnitrix itself, the energy suppresses his human form and forces him to remain as an alien most of the time. As revealed in "Framed", Kevin blamed Ben for this, so he used the powers of the Omnitrix to start a crime spree in Los Angeles, both for his own benefit and to damage Ben's (or rather, his alien forms') reputation. Eventually, Kevin's ability to regulate the power fails altogether, causing him to permanently mutate into what Vilgax would describe as a "misshapen, chaotic amalgam of creatures from the Omnitrix."[12]

After his mutation, Kevin gloats that he has all of Ben's powers plus his own, making him "Kevin 11" (the name Kevin is credited under in the ending sequence of the show). Despite Kevin's claim, Ben notes that Kevin's powers are only one-tenth as strong,[13] (although this assessment may not be accurate) and Kevin never exhibits his original powers in this form (the same is true for Ghostfreak, Upgrade (though this is debatable when Kevin used XLR8's tail to slam a tray of Megacruiser food into Technorg's face), Grey Matter, or Wildmutt. Kevin's form also limits his ability to use the special powers of his alien forms. Being a random fusion of aliens, Kevin only has access to the powers most prevalent in his form. In addition to these limitations, Kevin seems unable to use the powers of any aliens Ben has gained since their original encounter.

During his third appearance in "Grudge Match", Kevin attacks Ben to get revenge, blaming his condition on Ben. As the two battle, they are abducted and forced to fight in Slix Vigma's gladiator games. During their battles, Ben helps Kevin to realize the advantages of his mutated form. Because Kevin 11 is an amalgam of aliens, he can mix and match their powers to make up for their reduced potency. Although forced to work together, Kevin's only goal was killing Ben. He is transported to a different galaxy at the end of the episode while locked in combat with Technorg, whom he managed to kill. He then took the ship as his own.

Kevin returns in the episode "Back With a Vengeance", where he teams up with Vilgax to defeat Ben, and eventually manages to remove the Omnitrix. However, he betrays Vilgax later in an attempt to leave both in the Null Void and use the Omnitrix to take over the world, only for Ben to escape and leave him and Vilgax trapped instead.

In "Ken 10", Kevin returns after at least thirty years of imprisonment in the Null Void (though he has been sent in and out several times prior to the episode), having been set free by his son, Devlin Levin. Devlin was born after one of these escapes in which Kevin fled to a colony on Saturn, where he started a family before being captured again. Kevin has now fully mastered his powers and can return to his human form. In his human form, he can also utilize the powers he has absorbed to a limited extent, such as XLR8's speed, without having to transform into that alien, and is able to simply shrug off an intense beating from Way Big. His mutated form, though still an amalgam, has changed considerably from his continued absorption of alien DNA, leading to his new title of "Kevin 10,001". Eager for revenge and having not so much as a care for his son, despite Devlin's role in releasing him, Kevin proceeds to beat on Ben and his son, Ken. Ironically, it is Devlin who stops him, trapping his father back in the Null Void.

In the video game Ben 10: Protector of Earth, Kevin as a mini-boss Ben fights at the end of Lumber Mill. He reappears when a Null Void portal is opened up and frees him. While Ben deals with several monsters also unleashed as a result, Kevin kidnaps Max and takes him to the Lumber Mill. Once beaten, Kevin is sucked back into the Null Void.

Kevin reappears in Ben 10: Alien Force as an ally of Ben and Gwen. Kevin's powers operate differently from the way they did in the original series. He has a normal human form, and his absorbing abilities now allow him to absorb the properties of matter as opposed to draining energy, allowing Kevin to cover himself and others with a layer of any solid substance he is touching (similar to Marvel's Absorbing Man). He has a green sports car which he takes care of obsessively. Through the years, Kevin has gained a considerable amount of knowledge about aliens, possibly through his brokering of alien technology to various aliens and the Forever Knights, this and possibly because he spent a short amount of time in space. He also seems to know a lot about humans with an alien heritage, hinting that his powers may have come from alien ancestry, and that his guess about Gwen's powers being of alien origin was proven correct. As revealed in the episode "The Gauntlet", Kevin, as mentioned by JT, is now reputed as "the toughest kid in town", indicating that he has taken up residence in Bellwood.

In "Darkstar Rising", he reveals that his father was also a Plumber. He never met his father, but his mother told Kevin about what his father did. This is a big gap in the original series because in Ben 10, he said that his parents both left him because of his strange electrical powers but it may have only been an exaggeration on his part, since it is slightly hinted that Kevin's mother remarried, due to him saying, "My father, my real father," . At the end of the same episode, Kevin, along with Gwen and Ben become official Plumbers, after which, Kevin leaves to tell his mother about his membership, this suggests that he has now reconciled and rejoined with his family. In Darkstar Rising, when explaining that he wanted to be a Plumber for the sake of being just like his father, it served as the main reason that he joined the Tennysons in the first place.

There have been several hints throughout the series that Kevin has feelings for Gwen, although he has proven reluctant to admit it. In the episode "Save the Last Dance" he was very nervous about going to Gwen's dance with her, completely ignoring Ben's problem and focusing on trivial things such as what to wear and which fork to use at dinner. He even buys her a corsage and when it turns out they are unable to go to the dance due to complications from Ben, he plays a slow song on the radio and they share a dance.

2. Allies

    • 2.1 Azmuth
    • 2.2 The Galactic Enforcers
    • 2.3 Tetrax Shard
    • 2.4 Julie Yamamoto


2.1 Azmuth

Azmuth (voiced by Robert David Hall in the TV movie and by Jeff Bennett in "Ben 10: Alien Force") 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, 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.

Azmuth first appears in The 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.

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 decide to let him find his own way to use it rather than advice him.

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 form as Ghostfreak and Wildvine), but left soon after, irritated by his lack of trust in her, though she eventually came back to his service. The second, Albedo, introduced in Alien Force, was an arrogant and rude 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. He is currently incarcerated in a Plumber prison for trying to destroy Ben.


2.2 The Galactic Enforcers

The Galactic Enforcers are a group of alien superheroes who act as law enforcement for the universe. The three of them seen in the series make their first appearance in the episode "The Galactic Enforcers". Its current members include:

  1. Ultimos the Specimen Prime (voiced by Tom Kane) — The leader of his team, Ultimos is a Superman pastiche, complete with the same powers. His attitude is an ultra-strict copy of Superman, as well, as he follows the Galactic Code of Conduct too much to the letter and is prone to giving formal, stilted and overblown speeches, though he claims in the same episode that fighting villains in Ben's way is fun. Earth chocolate is poisonous to his species (in essence, his kryptonite), causing his body to shrivel and turn brown.
  2. Synaptak (voiced by Greg Ellis) — Synaptak is a telekinetic, flying brain with an octopus-like lower body and a computerized face. He is initially jealous of Ben, as he has a crush on Tini but she loves Ben more, until he saves her life. He and Tini are hinted to have become much closer after that.
  3. Tini (voiced by Vanessa Marshall) — The muscle of the three, Tini is a female Tetramand, Fourarms' species, and hence has the same powers, as well as better mastery over them. Her name (pronounced "tiny") might be considered a pass at humor, since she is approximately ten feet in height. She had a crush on Ben upon meeting him in Tetramand form (this persisted even after he had turned back to his original form), until Synaptak saved her life.

After arriving on Earth to arrest Sixsix and Vulkanus, Ultimos grants Ben an honorary membership in their organization, the Omnitrix making him a hero by proxy. Tini develops a crush on Ben after first seeing him, Ben having inadvertently timed his transformation into Fourarms with their arrival. He makes it a point to avoid the form afterwards, despite Tini's desire for him to use it. This in turn brewed up jealously in Synaptak, who is in love with Tini. Ben, however, is perceptive enough to catch onto this and goads Synaptak into revealing his feelings for Tini, granting both their wishes.

The three appear again in "Ben 10,000", where future Ben's near-perfect policing of the entire planet leaves them basically without a job, being forced to ferry Ben's captured criminals to prison instead. After future Ben is "reformed" by his past self, he tells them to handle the Neuvo Circus Freaks in his stead. They have not appeared in the "present day" of the series since their first appearance.

Although only three members have been shown in the actual series, it has been hinted that the Galactic Enforcers have had many other members who have served in the past. In fact, the very first group of Galactic Enforcers were responsible for creating the prison colony Incarcecon, which Ben visited in Secret of the Omnitrix.

 2.3 Tetrax Shard

Tetrax Shard (voiced by Dave Fennoy), dubbed "Hoverboard" in his first appearance for his namesake flying device, is a Petrosapien mercenary, hired by Vilgax in the episode "Hunted" to take the Omnitrix from Ben. 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.

Unlike the other hunters, Tetrax is allied against Vilgax. Upon first discovering that Ben has the Omnitrix, he laments the fact that out of the planet's six billion inhabitants, it would end up on the wrist of a child. He also berates Ben's lack of strategy in regards to its use. After helping Ben to defeat the other hunters, during which Ben learns to use the Omnitrix strategically, he decides that the Omnitrix is in good hands, allowing it to remain with Ben. He also gives Ben his hoverboard, which contained a message that revealed his real name, saying that it might come in handy. Ben uses it several times throughout the series (using it for the first time, at least on-screen, in "Tough Luck"). In Ben 10: Secret of the Omnitrix, the hoverboard is melted in a vat of acid, but Ben is given a replacement.

Tetrax returns in Ben 10: Secret of the Omnitrix, where his past is explained. As a being who cared about no one but himself, he became a mercenary and ended up hiring himself out to Vilgax. When he finished the job Vilgax gave him, Vilgax created a weapon and used it to destroy the Petrosapien homeworld when they would not bow down to him. This caused Tetrax to betray his former employer, and he now works to rid the galaxy of his evil and prevent other superweapons (such as the Omnitrix) out of Vilgax's hands. He arrives on Earth after receiving the Omnitrix's SDM (Self Destruct Mode) signal, and takes Ben aboard his ship in search of Azmuth, the creator of the Omnitrix and the only one who can deactivate the self-destruct function. Unfortunately, Tetrax's problems are multiplied when Gwen stows away aboard his ship, and Ben's transformations are revealed to accelerate the countdown.

On the planet Incarceron, Tetrax runs into Sixsix, another of the bounty hunters hired by Vilgax who ended up on the prison planet. After a brief battle, he and the Tennysons find Myaxx, Azmuth's former assistant. Because of her, Tetrax is forced to reveal that the Omnitrix's explosion will create a shock wave affecting the entire universe, instead of just the wearer as he told Ben. Myaxx then leads the group to Azmuth's compound on Xenon, where he faces Sixsix again twice before defeating him. After Vilgax is also defeated, Tetrax returns Ben and Gwen to Earth and departs.

 2.4 Julie Yamamoto

Julie Yamamoto (voiced by Vyvan Pham) is introduced in Ben 10: Alien Force as Ben's new love interest. She first appears 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 soon turns wild when a dog-like Galvanic Mechomorph attacks the area. Although Ben is initially desperate to hide his heroic lifestyle from Julie, he is eventually forced to come clean about it. Julie is quite accepting of Ben's Omnitrix-fueled exploits, and later helps him to repair a damaged Mechomorph ship. Besides being good at tennis, she also is good in school and tutors Ben. In the episode "Save the Last Dance" she plays a major role, helping Ben firgure out what's happening with Big Chill. She is adept at note taking, and is shown to care deeply about Ben by following Gwen and Kevin to help save Ben from Big Chill.

 3 List of Omnitrix aliens


The Omnitrix's original ten aliens

This is a list of aliens stored within the fictional Omnitrix device in the American animated television series Ben 10 and its sequel Ben 10: Alien Force.

For most of the series, the Omnitrix remains on Ben, and hence the aliens are described in relation to him. The What If-styled episode "Gwen 10" shows what some of the aliens would appear as if they were female, and the episodes "Ben 10,000" and "Ken 10", set in the near future (relative to the show) highlight what the aliens would appear as if they were older. Though Ken, Ben's son, also has an Omnitrix in the latter episode, his aliens are no different than those normally featured.

Ben 10 forms- ORIGINAL TEN

1. Diamondhead

2. Fourarms

3. Ghostfreak

4. Grey Matter

5. Heatblast

6. Ripjaws

7. Stinkfly

8. Upgrade

9. Wildmutt

10. XLR8


Ben 10 forms

Original ten

At the start of the series, Ben only has access to ten aliens. More are gained in the following seasons.


Diamondhead (voiced by Jim Ward in the TV series and by Daran Norris in the live-action movie) is a Petrosapien ("Petro-" referring to rocks, "sapien" referring to an intelligent being; Petrosapien would mean "intelligent rock") from the crystal planet Petropia (a combination of the Greek "Petro-" and "topos", forming a word similar to "rock place").[1] The planet was destroyed by Vilgax with assistance from Tetrax, who unknowingly helped him create the weapon that destroyed his home.[2] 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.[1][3]


Ben's preferred offensive form is Fourarms (voiced by Richard McGonagle), 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.[4] Fourarms 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 Fourarms in "Washington B.C." when he needed to fight the giant mammoth that Dr. Animo had reanimated.

Fourarms 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 Fourarms relatively slow, and his size likewise makes using things designed for smaller species difficult, especially when enlarging them is a bad idea.[4] When under the effects of an illness, Fourarms' strength and stamina are somewhat lessened and he develops pungent hives in his armpits.


Ghostfreak (voiced by Steven Blum) is an Ectonurite (ecto playing on ectoplasm) from the perpetually dark planet Anur Phaetos (phaetos playing on phantom). Ectonurites are part of a hive mind, which is contained within the vast genetic memory of every Ectonurite.[5] Ben first transformed into Ghostfreak in "Permanent Retirement" when he wanted to get away from his Aunt Vera for a while. Ben's version of Ghostfreak outwardly resembles a one-eyed ghost, the result of a second skin, while Ghostfreak's true form is that of a wraith-like genie with blue claws, decaying skin, and an exposed, upside-down skull with a single eye for a head.

Under Ben's control, Ghostfreak is composed of a variable-density protoplasm which allows him to become invisible and/or intangible at will. Ghostfreak can levitate freely, and he doesn't require oxygen, allowing him to survive in a vacuum. For the short time Ben has access to the form, it has no real weaknesses to speak of, aside from Ben's limited access to its true powers. The second skin protects him from Ghostfreak's otherwise fatal aversion to sunlight, and also allows Ben to frighten his opponents by pulling back the skin to reveal his true form beneath. The second skin also has 'tracks' on it, in which Ben can move his single eye about, allowing him to see behind him, or anywhere the eye decides to go.

In his true form, revealed once Ghostfreak's personality becomes dominant, Ghostfreak demonstrates a number of powers Ben himself cannot use. In addition to the standard invisibility and intangibility, Ghostfreak can render others intangible through physical contact. His intangibility also enables him to possess humans, controlling them from within. Ghostfreak also has psychic abilities such as telepathy and telekinesis, but the extent of these abilities remains unclear.[5] His true form also has a flock of tentacles protruding from his chest, which can be used as extra appendages. In total darkness, these features become even more pronounced, and he can fire energy blasts from his chest.[6] However, having torn off the protective skin Ben made use of, Ghostfreak is extremely photosensitive, spontaneously combusting when exposed to direct sunlight over a prolonged period.[5] He is also unable to possess Ben while in alien form, as the Omnitrix repels negative forces aimed at it, but can possess other true aliens. Ben loses access to the form in "Ghostfreaked Out", but, at the end of "Be Afraid of the Dark", Ben gains the natural Ectonurite form.

Grey Matter

Grey Matter (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 tiny planet Galvan Prime.[7] Ben 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".

Grey Matter is a gray-skinned, frog-like, bipedal alien only five inches tall, however his size belies his intellect, which is second to none. He can create almost anything from spare parts and deduce the function of any device at a glance. This ability extends to organic organisms also, determining the position of nerve clusters under the skin of an alien creature he'd never seen before.[8]. His 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. However, Grey Matter's size makes him unsuited for battle, and hence Ben must outsmart his enemies while using the form.[7] Showing a more light-hearted side of the Omnitrix, Ben, despite being able to understand any device, does not consciously comprehend what he is doing, leading him to remark as such.


Heatblast (voiced by Steven Blum in the TV series and by David Franklin in the live-action movie) is a Pyronite (pyro meaning fire) from the star Pyros.[9] Heatblast is Ben's first transformation, which was activated in "And Then There Were 10" when Ben was tampering with the Omnitrix upon it first attaching to him.

Heatblast is a magma-based lifeform 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.[10] 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. He is also unable to lower his own body temperature, which prevents him from touching things without burning them, people included.[11]


The aquatic alien Ripjaws (voiced by Fred Tatasciore) is a Piscciss Volann (from piscēs, the Latin word for fish) of the water planet Piscciss.[12] 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 lifeforms—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.[12] 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.


Another of Ben's more commonly used forms, Stinkfly (voiced by Dee Bradley Baker) is a Lepidopterran from the swamp planet Lepidopterra (a play on lepidoptera, the scientific name for butterflies and moths).[13][14] 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).[14] 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.[13] 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.[13] 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.[15]


Upgrade (voiced by Tara Strong) 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.[16] 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 organic things, so Ben's transformation into Upgrade isn't complete.

Upgrade is composed of nanotechnology, allowing him to reshape his body at will.[16] This makes restraining or harming him difficult, as he can "melt" to avoid either and will quickly regenerate from any damage taken.[17] Upgrade can also merge with other technology, earning his name by upgrading it far beyond its original design as long as he is merged with it. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body.[16] Even without a machine at hand, Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes. Upgrade's weakness is his specialization: being technology-oriented, Upgrade cannot possess biological creatures, and sentient or more powerful robots are harder for him to control. Upgrade's liquid-metal composition can also work against him, namely where electrical attacks are concerned. Furthermore, any sort of metal corrosive can upset Upgrade's delicate internal workings and wreak havoc on his systems.[16]


Wildmutt (voiced by Dee Bradley Baker) is a Vulpimancer from the garbage planet Vulpin (a play on vulpine, which means fox).[18] 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.[14] 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 see 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.[18] 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,[18] 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.[19]


XLR8 (voiced by Jim Ward) is a Kineceleran (a portmanteau of the words 'kinetic' and 'accelerate') from the hyper-accelerated planet Kinet (the first part of kinetic, which is movement energy).[20] 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.[21] 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.[22] The Bandai profile for XLR8 describes the actual species much differently. The profile states that Kinecelerans are vaguely elfin in appearance, with long hair, blue skin, pointed ears, large tails, and oversized feet,[20]. The Bandai profiles also create another contrast: actual 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.[20] XLR8 has never had either of these problems. Also, the Ben 10: Alien Force episode "Plumber's Helpers" directly contradicts the Bandai profile, as the female Kineceleran named Helen perfectly resembles XLR8.

XLR8 can manipulate friction to reach speeds of 500 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.[23] 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,[20] but the series has never addressed this weakness.

Additional forms







Eye Guy


Way Big


Additional forms

Starting with the second season, Ben begins unlocking new forms, either through DNA sampling or pure chance.


Benmummy (voiced by Richard Green) is a Thep Khufan (playing with the word Khufu, an Egyptian pharaoh) from the desert planet Anur Khufos. 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.

Benmummy is composed of a bandage-like material that can be reshaped at will, allowing Benmummy to stretch his limbs, split apart to dodge attacks, and instantly regenerate damage, even impalement and dismemberment. He is also deceptively strong, able to throw a creature as heavy as Diamondhead with little effort. The material that makes up his body, however, is fairly weak on its own, and can be torn with relative ease. Benmummy's body is also fairly light because of it, making him susceptible to strong winds or other pulling forces.[24]


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. 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.[6] Benvicktor looks slightly different than Doctor Vicktor, the source alien. Benvicktor sports longer hair, a smaller left eye (Vicktor's appears to be mechanical), and generates green lightning rather than purple.[6]

Benvicktor's overall appearance is reminiscent of Frankenstein's monster. Benvicktor's main power is the ability to manipulate electricity, which is generated by the structures on his back. With this power, he can channel electricity through metal surfaces or fire it as powerful bolts from his fists. Benvictor's body is made of an organic metal which conducts this electricity, as well as making him quite strong and durable. The metal can also be magnetized to allow him to stand firmly on metal surfaces.[6]


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"). 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. Because this is the first alien added in such a manner, he transforms over the course of several hours instead of instantly as he normally does.[25]

Benwolf more or less resembles a werewolf, with the exception of a quadri-hinged mandibled mouth. In keeping with this, Benwolf has enhanced strength, speed, agility, and senses.[26] By opening his mouth, Benwolf can emit an ultrasonic howl capable of shattering rock. The only weakness of the form is that it appears to be colorblind.


Cannonbolt (voiced by Fred Tatasciore) 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, which Wildmutt also originates from.[27] The Pelarotan 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,[28] 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[28] to extreme heat.[6] By curling up into a ball, much like an armadillo or pillbug, Cannonbolt can encase himself in his armor, becoming virtually invulnerable. He can then spin himself like a wheel, rolling into enemies at high speeds to attack.[28] The drawback is that Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult, as he can't slow down quickly.[29] In addition, Cannonbolt's speed and maneuverability is limited outside of his ball form, owing to his bulk and high center of gravity.[28]


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 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.[30]


In the film Ben 10: Race Against Time, the alien Eon (played by Christien Anholt), a Chronian from Chronia, 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.[31] Like the original Eon, the Omnitrix clone has vast time manipulation powers, though Ben himself exhibits little of them besides energy projection.[31]

Eye Guy

Eye Guy (voiced by Dee Bradley Baker) is a part bat, part reptile alien introduced in the first alternate opening of Ben 10: Secret of the Omnitrix, replacing Heatblast during the fight with Doctor Animo.[32] How Eye Guy was obtained is never addressed.

Eye Guy's upper-body is covered in eyes, hence the name, though he has no eyes on his head, which consists of a mouth and a very large pair of 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.


Upchuck (voiced by Dave Wittenberg) is a Gourmand (from the French word meaning one who enjoys fine food or glutton) from the planet Peptos XI (Peptos being the Greek word for 'cooked' or 'digested'[33] and the XI being the roman numeral for eleven).[34] Upchuck first appears in the episode "The Visitor", in which an alien named Xylene enters a code into the Omnitrix to activate the form.

Upchuck is a small alien with a very large appetite. He has four strong, adhesive tongues that can stretch to great lengths, allowing him to latch onto large objects and reel them in with relative ease. Upchuck's mouth and stomach stretch to facilitate the digestion of such objects. Upchuck possesses several acid-filled stomachs that can dissolve all forms of inorganic matter, meaning they can't digest organic matter such as ordinary food. The items ingested are converted into explosive balls of liquids that can be expelled at will with great accuracy.[34] Upchuck also seems to have impressive stamina for his size, as he is able to take on the impact of a moving car [35] as well as survive being thrown through a wall. His only impediment seems to be his size.

Way Big

Way Big (voiced by Fred Tatasciore) is a To'kustar, an alien species created as an anomaly during cosmic storms. [36] He is by far the biggest alien in Ben's arsenal.[2] Way Big's size grants him extraordinary strength and invulnerability to most attacks; however, in proportion to his size, Way Big does not seem to be any more durable than normal, as Vilgax is able to cause him pain by digging into Way Big's hand with his sharp claws.[2]

Way Big first appears in Ben 10: Secret of the Omnitrix, when Azmuth activates it on the Omnitrix so Ben can fight off Vilgax's army. His only appearance in the TV series itself was in "Ken 10" when Ben loses his temper and viciously beats Kevin into the ground after the latter pushes him too far by injuring Ken.


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.[37] Ben has never encountered this problem, likely due to the limited periods in which the form is used.

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.

Ben 10,000 forms 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.[22]
  • Buzzshock (voiced by Tara Strong) is a green Megawhatt (the electric aliens from "Tourist Trap") from the Nosedeen Quasar.[22]
  • 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. [22]

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.[38] The aliens were designed by mixing and matching the powers of the aliens from the original series.[39] With the exception of Alien X, each alien form is voiced by Dee Bradley Baker.

Ben 10: Alien Force forms

  • 2.1 Alien X
  • 2.2 Big Chill
  • 2.3 Brainstorm
  • 2.4 Chromastone
  • 2.5 Echo Echo
  • 2.6 Goop
  • 2.7 Humongousaur
  • 2.8 Jetray
  • 2.9 Spidermonkey
  • 2.10 Swampfire

Alien X

Alien X is a Celestialsapien from the planet Zvezda. [40] Alien X is capable of warping reality at a whim. He has a black body covered with tiny white stars, white hands, 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), 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 of the three 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. Alien X first appears in "X = Ben + 2", where Ben uses the form to stop a flood caused by a broken dam. After much fruitless argument, Ben eventually convinces them to let him leave. He resolves to never transform into Alien X again.

Big Chill

Big Chill is a Necrofriggian (a play on "necro", meaning death, and "frigid", meaning very cold) from the planet Kylmyys (a play on "clammy", meaning cool or damp).[41] A moth-like alien, Big Chill's wings and antennae can "fold" up, giving him the appearance of a phantom. He can become intangible and invisible, fly, is superhumanly strong despite his frail appearance, and can breathe freezing vapor. He can also freeze the objects he phases through at his discretion. He first appears in "Kevin's Big Score" to chase down Kevin after he stole the Rustbucket.

In the episode "Save the Last Dance", it is revealed that Big Chill's species asexually lays eggs once every eighty years. They build a nest out of digested metal, from which their offspring hatch. The newborn Necrofriggian live in space, feeding on solar plasma. When Ben goes through this reproductive cycle, Big Chill takes over his personality, causing Ben to unwillingly transform into Big Chill to carry out his task. Big Chill is revealed that, despite this creature's affinity with cold-based powers, it is easily capable of withstanding extreme heat levels, at one point even drinking molten metal directly from a massive smelting cauldron.


Brainstorm is a Cerebrocrustacean (a play on "cerebrum" and "crustacean") from the planet Encephalonus IV (a play on "encepha-", a prefix referring to the brain). [42] 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. In this form, Ben speaks with much greater diction and with a British accent. He first appears in "Pier Pressure" to battle Ship. Brainstorm is Ben's first accidental transformation in the new series, and the first alien that Ben thinks up a name for (Ben simply shouts out the names of the other aliens upon using them).


Chromastone is a Crystalsapien from the planet Morotesi (which is the Turkish word for ultraviolet). Chromastone is a living crystal, able to absorb energy (like a conductor) and rechannel it into multi-colored laser blasts or simply allow it to pass harmlessly through his body. He also has superhuman strength and is nearly invulnerable to harm. He first appears in "All That Glitters" to stop a group of zombified schoolgirls.

Echo Echo

Echo Echo is 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.[43] He can also use echolocation, as seen in "Alone Together". He first appears in "Ben 10 Returns" when Ben fights a robotic dragon controlled by the Forever Knights.


Goop is a Polymorph (a word meaning "many shapes") from the planet Viscosia (a play on "viscous"). [44] He is a shape-shifting, self-regenerating green blob that weighs 200 pounds. Goop's slime is controlled by a UFO-like machine over his head, which is also where Ben's voice comes from. The UFO can cause the slime to take any shape and even hover off the ground. 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, as seen in "Good Copy, Bad Copy". Goop first appears in "The Gauntlet" when Ben battles an alien robot.


Humongousaur is a Vaxasaurian, a humanoid dinosaur alien from the planet Terradino (a play on "terra", Latin for earth, and "dino" from dinosaur). Standing at about twelve feet tall, Humongousaur has great strength and vast resistance to injury. He also has the power to increase his own body size and mass, growing up to sixty feet in height. His strength increases as he grows, and his dinosaur features become more pronounced. His first appearance is in "Ben 10 Returns" when Ben fights a swarm of DNAliens.


Jetray 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 faster than the speed of sound. He can fire neuroshock blasts from his eyes and tail, and the stingers on his head carry a powerful poison. Jetray first appears in "Everybody Talks About the Weather" when Ben needed to chase after Alan Albright.


Spidermonkey is a Arachnichimp (a play on arachnid and chimpanzee) from the planet Aranhascimmia. As his name suggests, he is a six-limbed monkey-like alien. 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. He is first seen in "What Are Little Girls Made Of?" to fight his grandmother Verdona Tennyson.


Swampfire is a Methanosian from the planet Methanos (referring to methane). Swampfire is a plant-like alien with a flame-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. The fire is created by igniting methane naturally produced within his body, which makes him stink.[45] His regenerative ability also 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.[46] Swampfire is Ben's first transformation when the Omnitrix is recalibrated in "Ben 10 Returns".

4. Villains

4.1 Vilgax

A vicious, intergalactic conqueror from an unknown alien species and an unspecified planet, Vilgax will stop at nothing to obtain the Omnitrix and use it to build an army capable of conquering every planet in the galaxy. After being severely injured after a final attack from the ship that was transporting the Omnitrix, he was confined to a regeneration tank, ordering his robotic minions and cosmic bounty hunters to track down the Omnitrix, not realizing that his minions are outsmarted and outfought by Ben. While his body was being repaired, he was also being cybernetically enhanced. When he was finally able to leave the regeneration tank, he had been enhanced to the point that none of the Omnitrix's aliens could so much as scratch him. Vilgax's ship was destroyed with him still aboard, but the fact that he could survive every attack by the Omnitrix's aliens and a sizeable fall puts his demise into question. His ability to survive the destruction of his previous ship by a nuclear missile, at which point he had not been enhanced, casts further doubt on his demise.



Vilgax (voiced by Steven Blum) is a Chimera Sui Generis, as well as a vicious, intergalactic conqueror, and he will stop at nothing to obtain the Omnitrix and use it to build an army capable of conquering every planet in the galaxy and alongside Kevin 11 and Doctor Animo the most recurring villain of the series. Vilgax serves as the main antagonist of the first season, responsible for half of Ben's enemies before appearing in person in the final episode of season one. He is one of the most feared aliens in the galaxy, having destroyed five planets and created a black hole. In fact, he is so feared, that almost no biological lifeform is willing to work for him, forcing him to use robots for his entire crew, though he is able to find mercenaries willing to work for him. 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.[12]

In the first season, Vilgax is confined to a regeneration tank after being severely injured by the final attack from Xylene's ship, ordering his robotic minions and cosmic bounty hunters to track down the Omnitrix for him.[14] While his body is repaired, he is cybernetically enhanced, making him more than a match for any of the Omnitrix aliens after finally emerging from the tank. The modifications greatly augment his physical prowess, allowing him to easily to leap above skyscrapers, survive in space for a short amount of time, and smash apart mountains with his bare hands, along with being able to increase his strength at will. Even before his modifications, Vilgax had uncanny resistance to harm, being able to survive a nuclear explosion at point blank range, though it appears this put him out of action for quite some time, as the universe largely believed him dead until he reappeared on Earth. During the Tennysons' run-in with Rojo, Vilgax establishes a psychic link with Ben (something he seems unaware of) which is how the Tennyson's knew in advance about Vilgax's arrival. At the end of the first season, Vilgax tries to retrieve the Omnitrix himself, but is fought off by the Tennysons. Vilgax's ship, the Chimerian Hammer, is destroyed with him still aboard.

In "Truth", Max tells Ben and Gwen how he had a run in with Vilgax who was stealing warheads from a military base when Max and his partner showed up. In the resulting fight, Vilgax was strapped to a warhead by Max and launched into his own ship. At that time, Vilgax was only slightly larger than a human man, compared to his now colossal size (perhaps an addition to his cybernetic augmentation).

At the end of the second season, Vilgax is still alive, having survived the destruction of his ship by teleporting out just before the explosion. He is found encased in ice by Kevin 11, and gets into a brief skirmish with the latter when Kevin claims that he "doesn't look so tough". Discovering Kevin's connection to the Omnitrix, Vilgax decides to team up with him in another attempt to retrieve the Omnitrix, but both are locked away in the Null Void dimension by the end of the episode.

In the episode "Ben 10,000", set twenty years in the future, Vilgax eventually escaped the Null Void by stumbling across a Null Void portal being opened on another planet, but lost yet another battle to Ben 10,000. This time around, Ben didn't take any chances with Vilgax's defeat, literally tearing him apart. Dr. Animo resurrects Vilgax using his Transmodulator, giving him a stronger new form with enhancements such as genetically implanted weapons (such as ropes and mines in his right arm) and bio-boosters, and knowledge of all the future Ben's alien moves, and the two of them then attempt to get revenge, only to be defeated by both the present and future Bens and Gwens. Ben 10,000 defeats Vilgax by freezing him in a river.

Vilgax appears in Ben 10: Secret of the Omnitrix, where he once again attempts to retrieve the Omnitrix. During a flashback, Tetrax reveals that Vilgax destroyed the Petrosapien homeworld, and he (Tetrax) unwittingly gave Vilgax the final element needed to carry out his plan. Vilgax has somehow found a portal out of the Null Void, and he refers to his anger at having been trapped there (including showing a short nervous twitch at its mention), which has deepened his grudge against Ben to the point where he refuses to acknowledge the danger threatening the universe if the Omnitrix self-destructs (but nevertheless gains enough respect for Ben to the point of calling him by his first name instead of his last name). He encounters Ben aboard Tetrax's ship and attacks him, only to be shot out of the airlock by Ben. He is eventually defeated when Azmuth, the creator of the Omnitrix, gives Ben access to a massive alien, Way Big, who hurls Vilgax into outer space.

Vilgax returns in "Goodbye and Good Riddance", yet again to steal the Omnitrix. Through the combined efforts of Ben and his father, Vilgax is caught in a natural gas explosion. It is unknown whether or not he survived, although he had to be resurrected by Animo in the episode "Ben 10,000", which means that he was killed by Ben at one point. However, as Ben 10,000 never explicitly stated when he "left him in pieces" it is possible that he survived, and it is also worth noting that Ben 10,000 may no longer be canon due to him interfering in his own past. Also, given Vilgax's extreme resistence to damage, it is likely this failed to kill him as well and he may return in Ben 10: Alien Force to get revenge on the Tennysons and attempt to steal the Omnitrix once again. Vilgax is mentioned in "Darkstar Rising", an episode of Alien Force.

Vilgax is shown as his future form in Ben 10: Protector of Earth. After being released from the Null Void by Ghostfreak, Vilgax sends a small mosquito-like drone to go to the Omnitrix and extract the DNA from it. Using the DNA, Vilgax plans to use the Null Void, plus other Plumber technology, to create a vortex large enough to erase Earth from existence. To stall for time, Vilgax sends Dr. Animo, Ghostfreak, and Floraunas to distract Ben, giving him more than enough time to prepare. However, due to Ben shooting Vilgax through space via an airlock, Vilgax is warped back to the Null Void, along with his ship, and presumably the Null Void Projector. After the credits, Vilgax is shown to have survived, minus his limbs and being repaired by robots, vowing to come back.


4.2 The Forever Knights

The Forever Knights are a secret society 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, complete with the appropriate, albeit heavily enhanced, weaponry and stylized metal facemasks. 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.

The original purpose of the Forever Knights is the slaying of a dragon (actually an alien) that had been captured 1000 years prior.[3] This led to the acquisition of both human and alien technology in hopes of finding a weapon with which to kill it, meaning everything they did in the original series was for the sole purpose of acquiring weapons they could use to slay the dragon.(i.e. the Sword of Ekchuah, the Sub-Energy, the Omnitrix, etc.). This is apparently a dedication handed down throughout the ages, as the prospect of finding more dragon-like aliens serves to motivate the group once again after the first one escapes.

The Forever Knights first appear in the episode "A Small Problem", then known only as The Organization (according to the enhanced version of "The Ultimate Weapon", this is one of their codenames they use to prevent linking them to their crimes). They attempt to dissect Grey Matter, but are thwarted. Their base is also destroyed, along with the advanced technology stored on the site. They returned again in "Ultimate Weapon", in which their formal name is used.

In "Perfect Day" they returned, attempting to steal the Omnitrix while trapping Ben in a dream world, using some sort of dream-inducing device. While Ben was in the dream world, the other Forever Knights members were using their technology to remove the Omnitrix. However, they fail when Ben takes control of the dream and wakes up.

The rest of the Forever Knights return in "Ben 10 vs. The Negative 10" to help their leader obtain the Sub-Energy, the world's strongest energy source, but are defeated along with the Negative 10 by the end of the episode.

The Forever Knights appear in Ben 10: Protector of Earth, but are shown not to be villains when you complete the South West, later in the game. They manage to discover Vilgax's plan and attempt to use the Cannonbolt DNA extracted from the Omnitrix, combined with a giant robot, to take down Vilgax before it's too late. However, Ben, mistaking Enoch for the main villain, destroys his weapon and makes him unable to stop Vilgax.

The Forever Knights reappear in Ben 10: Alien Force. Here, they are allied with the Highbreed and the DNAliens, although they are unaware (or perhaps uncaring) of their true intentions. The Forever Knights now dress in full plate armor with an infinity symbol on the abdomen, as opposed to the more medieval-style armor they wore previously and are more dedicated to their noble cause.

As of both series, different voice actors have voiced the Forever Knights: Khary Payton, Jeff Bennett, Greg Cipes, Greg Ellis, Robert David Hall, Yuri Lowenthal, Richard McGonagle, and Kevin Michael Richardson.

  • The Forever King: He is the leader of the Forever Knights. The first Forever King featured in the series was the fourth season's main antagonist. This Forever King was originally known as Driscoll, a former Plumber. However, he was thrown out of the Plumbers in disgrace when he was revealed to have been stealing alien technology for his own benefit. He later joined the Forever Knights and worked his way up the ranks, eventually becoming their leader. Driscoll first appeared in "Perfect Day", where he finds Enoch defeated by Ben. He then leaves Enoch after his multiple failures and decides to take care of Ben himself. He appears again in "Ben 10 vs. The Negative 10" where he rounds up a collection of Ben's old enemies to form a specialized team, the episode's titular Negative 10, in an effort to steal the Sub-Energy, a powerful energy source given to the Plumbers after capturing an alien convict. He eventually manages to steal it and enhances his armor suit with it. The energy source is eaten by Upchuck. His suit is destroyed, but Driscoll survives and escapes. At an unknown point and time (as revealed in "Be-Knighted"), Driscoll retired and a new Forever King named Patrick (voiced by Michael York) was chosen.
  • Enoch (voiced by Richard Doyle): Enoch has significant influence in the organization, appearing as their leader in their first three appearances. In "A Small Problem", Enoch is in supervision of the attempted dissection of Ben, who is trapped in the form of Grey Matter at that time. After his plan is thwarted by the Tennysons and disappointed alien freak Howell Wayneright, which leaves their castle mansion totally destroyed, he orders his subordinates to find out about Ben, Gwen, and Max. In the episode "Ultimate Weapon," Enoch attempts to retrieve the Sword of Ekchuah (a sword of incredible power), only for it to crumble to dust when he finally finds it in a temple (according to Max, "That's what happens when your 'ultimate weapon' is over 5,000 years old."). He remains in the temple as it collapses, trying to collect the dust of the weapon. At the end of "The Unnaturals", Enoch resurfaces as part of an effort to replace the President with a robotic duplicate using a team of robotic baseball players fittingly called the "Squires". His plot was foiled by the Tennysons, though they remain unaware that he was part of it. In "Perfect Day," Enoch had entered Ben's dream at the time of his capture and posed as Lt. Steel to claim that the real Gwen and Max were Limaxes. Ben as Fourarms eventually saw through his disguise. Enoch's plot was finally foiled when Ben took control of the dream and escaped. After a brief struggle with XLR8, Enoch was trapped in the dream world by the end of the episode where Max mentions that he'll remain there until the police arrive, though the Enhanced Version reveals that he did not recover from this for many years. With Enoch's multiple failures, the Forever King decides to leave him be and that he will deal with the Tennysons himself. Enoch also serves as a mini boss in the video game.
  • The Forever Knight Ninja: This Forever Knight is a member of both the Forever Knights and the Negative 10. He is defeated by Upchuck, who spits his own shurikens back at him. It is left ambiguous as to whether he is a robot or just someone wearing a suit of powered armor. He does not have a voice actor, being silent throughout the entire special. As other members of the Forever Knights were shown wearing suits similar to this in perfect day, it is possible that the Ninjas are, in fact, a rank in the organization (possibly the group's elite troops) and not just a specific individual.

 4.3 Zs'Skayr (Ghostfreak)

Zs'Skayr (voiced by Steven Blum) was trapped as one of Ben's forms, Ghostfreak, but escaped from the Omnitrix. His evil personality was trapped within the Omnitrix when his DNA was sampled. He finally manages to force his way out of the Omnitrix in "Ghostfreaked Out". For some reason, Ghostfreak goes by the name Ben gives him, and does not mention having a real name. After peeling off the protective layer of skin that normally covers him, he tries to take over Ben's body in order to become whole again. After a failed attempt to possess Ben, he coerces Acid Breath, Thumbskull, and Frightwig to help him by taking over Thumbskull and tossing him about the room in a show of force. However they failed and Ben opened a curtain exposing Ghostfreak to sunlight, thus killing him. After this episode, Ben is unable to transform into Ghostfreak. Ghostfreak is later replaced by Cannonbolt in the opening credits at the start of the third season.

Zs'Skayr is the main antagonist in the third season, returning in the two-part episode "The Return"/"Be Afraid of the Dark", where he is resurrected by an alien scientist named Dr. Vicktor. Gathering a group of horror-themed aliens as minions, Vicktor enacted a plan to resurrect Zs'Skayr, whose master plan was to plunge the Earth into darkness, just like his actual home world. Zs'Skayr himself is still intent on gaining control of the Omnitrix. Using corrodium retrieved by the mummy alien in "Under Wraps", they set up a corrodium beam that will block out light from the sun, allowing Zs'Skayr to exist in eternal darkness. Zs'Skayr succeeds in doing so, allowing him to reach his full potential, but only for a while before Doctor Vicktor accidentally rammed Max into the corrodium projector during a dogfight. In the end, Ben kills him once again on board a space shuttle, when Max opens the shuttle's roof and exposes him directly to the sun. Ben regains use of the form during this time, except in Ghostfreak's natural state, indicating a possible return.

Zs'Skayr appears in Ben 10: Protector of Earth as the main boss of the North East, and is fought in Gold Coast Theater or Effigy Mounds in Hex's body. While not the main villain, he is the one who frees Vilgax from the Null Void and instigates the plot. He appears similar to his form in "Be Afraid of the Dark", having shoulder spikes and more detailed features.

During the Ben 10 Week event on April 13, 2008, revealed his real name and that he was High Ecto-Lord of Anur Phaetos. He learned about the Omnitrix when one of Vilgax's data probes crash landed and he read its data files. Not long after, he met up with Myaxx when she was scouting the planet for DNA samples and aided her in acquiring samples from the nearby planet of Flors Verdance. However, Zs'Skayr possessed the Florauna Myaxx was sampling and used his powers to allow his DNA to enter the Omnitrix along with the sample.

 Zs'Skayr's (Ghostfreak's) Minions

These three aliens appeared in separate episodes during the third season. It is later revealed that they were working together on a complex scheme of Zs'Skayr's design. It is explained that back when Ghostfreak was still inside the Omnitrix, Ben used him to sneak into a horror movie, at which point he was overtaken by the alien, who contacted Doctor Vicktor with his plans. Zs'Skayr and his minions are all based on horror monsters (Frankenstein's monster, a mummy, a werewolf, and a ghost), and all come from the Anur system.

  • Doctor Vicktor (voiced by Michael Dorn) is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster, who works at NASA, disguised as a human scientist as a 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 name is derived from the name of Victor Frankenstein from the Mary Shelley novel. His first appearance is in "The Return", where he succeeds in resurrecting Zs'Skayr. In the next episode "Be Afraid of the Dark", Ben fights Doctor Vicktor and Zs'Skayr on Earth. Ben accidentally gains use of Doctor Vicktor's form when Vicktor finds Ben and grabs him by the wrist, unintentionally adding his DNA to the Omnitrix. Vicktor 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. Ben 10: Protector of Earth features "Vicktors" as enemies on Zs'Skayr's planet.
  • 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 Earth-born 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. It was released by the werewolf in "The Return", and assists in Dr. Vicktor's plan to plunge the earth into eternal darkness. When Ben is fighting Ghostfreak, Doctor Vicktor, and the mummy in "Be Afraid of the Dark", Doctor Vicktor inadvertently sends both himself and the mummy to an unspecified location, most likely the Null Void, through an ill-timed use of his teleportation device. Ben's version of the mummy is named Benmummy. The mummy appears as an enemy in the game "Ben 10: Protector of Earth" as two enemies: Mummy and Cyclone Mummy.
  • Yenaldooshi: This alien werewolf - his actual racial name is Loboan - was sent by Doctor Vicktor to steal communication equipment from a 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. The Loboan is revealed to have survived in "The Return", and its device is used as part of Ghostfreak's plan to block out the sun. In the next episode "Be Afraid of the Dark", the Loboan's transmitter explodes when Grandpa Max rams a space shuttle into Ghostfreak's corrodium projector. It is unknown whether or not the Loboan survived the explosion of the corrodium transmitter.

The Loboan appears as an enemy in Ben 10: Protector of Earth in two variants: Fangface and Fangface Howler.


4.3 Highbreed

The Highbreed are an alien race that serve as the primary antagonists of Ben 10: Alien Force. They consider themselves as the highest lifeform 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 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 him on the hand. Thier belief that other races are "filth" is so strong, to the point they appear to have a fear of possible contamination though direct contact with other races (one even goes so far as to choose exile, after it realizes it had developed mutual-respect/friendship with the Ben, view itself as having been "tainted" by Ben's human sentiments & compassion).

They use the DNAliens to do their menial work (likely due to their preference to avoid as much contact with other lifeforms as possible), but still consider them to be vermin, as "their human half makes them repulsive."

The Highbreed are tall humanoid beings with white skin, four eye-like marks on their torsos, black hands and feet, fold-out wings on their back, and purple faces with four red eyes and no distinguishable mouth. They have remarkable physical prowess, able to easily overpower Humongousaur's base strength. Their fingertips can be fired like darts and quickly regenerate. They can open their chests and use appendages within to bring water up from deep underground. Like the DNAliens, they do not operate well in warm climates, and quickly dehydrate when deprived of water.[15]Although most Highbreeds have the same attitude towards other life forms, one of them changes his views (see description below) as he worked with Ben in order to get back to Earth. He later decided to stay behind as he thought that he didn't have any reason to return to Earth or his own (due to him no longer being a "pure" Highbreed, due to him having formed a friendship with Ben). Several voice actors have voiced the Highbreeds: Paul Eiding, Richard McGonagle, and Kevin Michael Richardson.

Reinrassic the III

Reinrassic the III is a Highbreed Commander who appears as a villian at the beginning the episode, "Alone Together". After an accident with a teleporter pod, he and Ben are stranded on a desert planet that acts as a routing station for the teleporter. The pair are forced to work together to fend off the dangerous predators on the planet while making their way to the routing station, much to the Highbreed's chagrin. As these two unlikely allies make their way across the desert, the two save each other from danger several times, even risking their own lives to do so. After reaching the teleporter pod, Reinrassic III stays behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.

Reinrassic III (or Reiny as Ben calls him) reveals some insight into the nature of the Highbreed (including the basis of the Highbreed's supremacist beliefs). However, he has also shown that they are not incapable of compassion for other lifeform (having risked his life to save Ben, even when he could have easily left him die). He even comes to understand the concept humor (or at the very least sarcasm) during his time with Ben. Reiny's personality is at first very similiar to other Highbreed Commander, at first showing utter disdain towards the human Ben (for example he orders Ben to walk ten paces behind him), though he eventually develops certain amount of respect for Ben, reveals that the Highbreed may have a sense of honor. However despite all this, Reiny's beliefs of Highbreed superiority prove to strong, to the point that he views himself to have become "tainted" due to his friendship with Ben, prefering self-exile, rather than risk tainting his fellow Highbreed. It is unknown whether his views may change, nor if he could survive alone on the desert planet, given the fact Highbreeds aren't suited to desert's daytime climates, however since he can thrive in the desert cold nights it is possible he could survive. If he survives is possible that his friendship with Ben, could possibly lead to him and Ben becoming allies later on (Ben even told Kevin & Gwen that he considered Reiny a friend), however this is only speculation a least for now.


The DNAliens are asexual half-human, half-alien drones who serve the Highbreed.[16] They are created by attaching a Facehugger-like parasite called a Xenocyte to a human host, which alters the host's genetic structure, mutating them into a DNAlien within hours. The alteration process is not exclusive to only humans. Other alien species can fall victim to a Xenocyte, resulting in a DNAlien with traits from the alien victim.[17] However, it is possible for the Omnitrix to separate a human from a Xenocyte.

The body of a DNAliens is composed of a flock of tentacles that arrange themselves into a roughly humanoid form. The DNAliens can disperse this configuration to attack from long range. They can also spit a potent adhesive slime, strong enough to resist even Humongousaur's strength. They can disguise themselves as humans thanks to special masks which project a hologram over their bodies. The holograms that the masks project can be disrupted momentarily by a lightning strike. They seem to prefer cold climates, though they repeatedly demonstrate the ability to survive in warm climates with no apparent difficulty, and thus they build weather control devices wherever they need to operate. The DNAliens are variously voiced by Richard McGonagle, Dee Bradley Baker, Diane Delano, and Paul Eiding.

4.4 Secondary Villains - The Negative 10

The Negative 10 is a group of villains recruited by the Forever King to defeat Ben in Ben 10 vs the Negative 10, most of which are arch-nemeses of Ben.

The Negative 10 consists of:

  • Forever King
  • Forever Knight Ninja, a devoted servant of the King, skilled in single combat
  • Dr. Animo
  • The Circus Freak Trio (Acid Breath, Frightwig and Thumbskull)
  • Joey/Rojo (armed with a new cybernetic suit provided by the Forever Knights)
  • Clancy (now having devolved into a giant mutant insect since his last encounter with Ben)
  • Charmcaster
  • Sublimino

The Negative 10 (sans Driscoll and the ninja) are defeated when the Tennysons exploit their competitive feelings towards each other and trap them in the force field which previously stored the Sub-Energy.

Dr. Animo

Dr. Aloysius 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 the episode "Washington B.C.", he finally finishes his work, primarily due to seeing the report about Diamondhead saving a campground back in "And Then There Were 10", which pushed him to find a way to create his own "monsters".

By using the Transmodulator, a device of his own design, Animo can mutate animals into giant versions of themselves. The second phase of his work involves reanimating dead cells, allowing him to literally resurrect the dead (though, as seen with the T-rex he reanimated in that same episode, it is possible that his reanimated creatures are not truly alive, but merely undead). All of this is in pursuit of the award which he had lost. His quest ends in failure, since Ben was there to stop him, reversing the effects of his Transmodulator by damaging it. He is arrested in that episode, and Ben takes his original Transmodulator as a trophy.

He appears again in the episode "Dr. Animo and the Mutant Ray", where he creates a much larger version of the Transmodulator using the broken-off faceplate of the Omnitrix. This version mutates living creatures with alien DNA, creating odd mixtures of alien and terrestrial creatures, such as a "Heatbat". Before he can complete his plans to use a satellite to shoot the ray all over the world, Ben stops him with Gwen's help. Since his mutants were never shown being cured, it is possible that they are still around. From then on, he attempts to steal DNA from the Omnitrix. For some reason, his trademark giant frog is also present, though he may have simply re-mutated it sometime after his original defeat. How and when he escaped is unknown.

In "Ben 10,000", Animo is still alive in the future, though his head is the only part of him that remains. He had attempted to gain Kevin 11's powers by recreating his mutation. He failed and destroyed his body, but managed to survive by placing his head in a special preservation tank. However, it controls a unique apparatus that allows him to attach himself onto animals specially reformatted with a similar device (in this case, an albino gorilla, Making him look very similar to DC comics villain Ultra-Humanite) and control them. He was the one responsible for creating Exo-Skull and resurrecting Vilgax, as well as organizing the "Interspecies Gang", a band of human/animal hybrids created by Animo which serves as a key antagonist in Ben's future. He is defeated by both Gwen and her future self, Gwendolyn, as well as a cybernetically enhanced Max.

In "Divided we Stand", the present-day Dr. Animo escapes from prison with the help of a mutated seagull, and is soon resuming his experiments. After capturing one of Ben's Ditto clones (the alien only recently discovered by Ben), Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more. Afterwards, Max deletes all of his computer files, preventing him from copying any more Omnitrix DNA if he escapes again.

He also appears in Ben 10: Secret of the Omnitrix, but only as the instigator of the main plot. In it he tries to create a DNA bomb that was designed to devolve all life on Earth. He is defeated and the bomb is disabled, but a stray burst of energy is still emitted by it. Ben's Omnitrix absorbs the energy, causing it to start a self-destruct sequence and therefore beginning the plot. The Enhanced version of the movie mentions that Animo has learned how to control animals psychically, a talent learned from Clancy during his time in the Negative 10. Dr Animo was also mentioned in "Ken 10", as his actions caused Ben to move the Null Void chamber for safe-keeping.

He appears in the episode "Ben 10 vs. The Negative 10" as part of the Negative 10. He was then joined by a mutant bat and prairie dog. He makes a brief appearance at the end of the following episode, "Goodbye and Good Riddance", wearing an exo-suit resembling a headless Trojan Horse, and leading a group of animal mutants towards Ben's school, and Ben and Gwen prepare to fight him as the original series comes to an end.

Dr. Animo appears in Ben 10: Protector of Earth as the main villain of the South East, and is fought at Oil Refinery. His Omnitrix-created mutants serve as Ben's foes through those stages and he battles in a robotic gorilla suit, similar to his appearance in" Ben 10,000", although the in-game version is obviously more robotic and is merely Animo in a suit, instead of being a disembodied head on a cyborg gorilla.


Charmcaster (voiced by Kari Wahlgren) is Hex's 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. 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 debut appearance, "Tough Luck", she busts her uncle out of prison and assists him in trying to steal the Keystone of Bezel. She manages to trick Gwen by putting on an act about hating her uncle, only to swipe the Keystone while hugging Gwen. She then gives Hex the Keystone. In the end it's revealed that Hex needs the Keystone to recreate the Charms of Bezel, and that she is manipulating her uncle into doing it so that she can take their power for herself. In the end, her powers, like Hex's, seem to be absorbed by the Keystone.

Charmcaster returns in "A Change of Face", her powers having regenerated since her recent encounter with the Tennysons. She attempts a body swap spell with Ben, hoping to take advantage of the Omnitrix in order to boost her magic. Her efforts fail, however, as her three attempts end in swapping with Gwen, being returned to her normal body while Ben and Gwen are swapped, and returning Ben and Gwen to their normal bodies respectively. She is arrested at the end of the episode, and her bag is tossed into the sea. She is last seen in a juvenile detention ward, where she is about to be beaten up by two female inmates whom Gwen spurned while she was in Charmcaster's body. Gwen procures her spellbook during this period, and keeps the item as a souvenir, eventually learning to use it.

Charmcaster makes a small cameo at the end of "Don't Drink the Water", where she is seen taunting her uncle (who has been reduced to an infant by the Fountain of Youth) and saying that she's giving the orders now.

She appears in "Ben 10 vs. The Negative 10" as part of the Negative 10. Although loyal to Driscoll and his plans, she is more concerned with crushing her arch-rival Gwen than anything else. She also is shown to have a slight rivalry with fellow teammate Rojo.


Clancy (voiced by Nicholas Guest), featured in the episode "Side Effects", 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 commentary 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.

Clancy originally lived at 8610 Chester Street, an abandoned apartment building. When Councilwoman Liang tries to redevelop the area and have his home torn down, he kidnaps her with the intention of feeding her to his insects. Fourarms stops him, but accidentally destroys his home in the process when Clancy's insects swarm him. After that plan fails, Clancy tries to cause the nearby nuclear power plant to meltdown, killing everyone and everything in the city. Clancy makes himself a protective suit out of cockroaches (which are presumed to be the only living creatures on the planet that would survive a nuclear war) in order to survive the blast. A sick Heatblast, whose powers are reversed by the virus, giving him the ability to control ice instead of heat, stops this plan by freezing the reactor core. Finally, he attempts to take revenge on the trio. Once again, he is stopped, this time by Max's San Ju Yen Pien cold medicine, which attracts the bugs and overrides Clancy's control over them, at which point Max knocks him out with a single punch and leaves to call the police.

Clancy doesn't appear to actually be deranged at first, just someone who was trying to save his home (though his comment about letting his bugs eat the councilwoman seems to be going a bit overboard), but he starts doing things that show him to be psychotic when the building is destroyed along with most of his bugs.

In "Ben 10 vs. The Negative 10," he joins the Negative 10 and has since been mutated into a monstrous, dragonfly-like creature; due to this form's resemblance to Stinkfly, it is possible that Dr. Animo assisted him in using this form. In this form, he no longer demonstrates the capability of human speech and is able to fire swarms of insects from his mouth.

Clancy makes a minor appearance in his human form in Ben 10: Protector of Earth as a mini-boss working for Dr. Animo.


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 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.

Joey is greedy, wild and amoral, and not hesitant to attack innocent bystanders just because they annoy her. Neither her real name or her cyborg name is mentioned in the show, except for in "Ben 10 vs. The Negative 10," where her name is pronounced with an English "j," but are listed as such in the credits.

Joey returns in "Ben 10 vs. The Negative 10" as part of the Negative 10, with alien technology and armor presumably supplied by the Forever Knights. In that episode she is also shown to have a rivalry with Charmcaster for being the "baddest girl" in the group.

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. As his minions, they would perform to lure in an audience for Zombozo. While Zombozo would feed on the crowd, they would go out and strip the town of all its valuables. After Zombozo was beaten by Ben, they set out on their own. In "Ghostfreaked Out", they reappeared trying to steal some trophies, but were ruthlessly thwarted by Ghostfreak. While they were hiding, Ghostfreak found them and forcibly became their leader. Shortly after Ghostfreak was fried, the Circus Freak Trio were taken to jail. In "Ben 10,000", a future version of the group, called the "Neuvo Circus Freaks" are mentioned in passing by Ultimos. In "Ben 10 vs. The Negative 10", they are all working for the Negative 10 and are partnered with Sublimino during the attack on Fort Knox. In all of their appearances, Ben defeats all three of them with relative ease.

  • 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 (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.
  • Thumbskull (voiced by Jeff Doucette), as the name suggests, has a head shaped like a thumb (complete with a fingernail-like hairstyle on his forehead). He also has incredible strength (though inferior to that of Fourarms), but limited intelligence. 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.


Sublimino (voiced by Richard Steven Horvitz) is an evil hypnotist who 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.

Sublimino first appears in "Midnight Madness." He resurfaces in "Ben 10 vs. The Negative 10" when the Forever King recruits him to lead the Circus Freaks, though he is silent throughout the entire special. He does, however, manage to put the technopathic Cooper into a trance, allowing him to hypnotize the young boy into attacking the Tennysons.


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.

In "Lucky Girl", he attempts to steal an ancient spellbook known as the Archamada Book of Spells, dating back to the 16th century and containing powerful spells that, combined with the Charms, give the wielder unimaginable powers. However, the Charm of Luck falls into Gwen's possession during Hex's fight with Ben, and she soon learns to utilize its power (the first hinting of Gwen's latent powers). Despite Hex's attempts to reclaim the Charm and the Book, he is eventually defeated by the Tennysons and arrested, while Gwen destroys the Charms.

Hex returns in "Tough Luck", having been broken out of prison by his niece and apprentice Charmcaster. Together, they search for the Keystone of Bezel, which he plans to use to recreate the other five Charms and multiply his power tenfold. Again, Gwen gets ahold of the Keystone and is soon attacked by the pair. Hex fails again due to both the Tennysons' interference and Charmcaster betraying him so she can take the Charms for herself (though she fails as well).

He then reappears in "Don't Drink the Water", having aged into an old man since his last appearance. Learning of the Fountain of Youth, he tracks it down and uses it to become immortal. However, Ben, reduced to a toddler by the effects of the Fountain, uses Heatblast to evaporate the Fountain, which overexposes Hex and reduces him to an infant. Hex is last seen in Charmcaster's hands, where his niece enjoys taunting him at his expense. It has been confirmed that Hex will make an appearance in season 3 of Alien force.

Hex (who is revealed to have been possessed by Ghostfreak once defeated) appears in Ben 10: Protector of Earth, but only as a mini-boss that Ben faces at the end of Effigy Mounds.


Sixsix is one of three alien bounty hunters sent to take the Omnitrix from Ben. He is a merecenary from the Sotoragg system. Unlike the other hunters, he only speaks in his own language, though they 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 armour 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.

Sixsix appears in the episode "Hunted". Sixsix later appears in "The Galactic Enforcers", teaming up with Vulkanus as part of his plan to combine Element X with bisynthium alloy (an unspecified form of iron ore) to create an explosive capable of wiping out an entire solar system. Sixsix and Vulkanus reappear in "Perfect Day" as villains in Ben's dream.

He appears as Vilgax's henchman in Ben 10: Secret of the Omnitrix after Vilgax found him drifting outside Incarcecon. His helmet is broken, revealing a gray-skinned creature beneath; however, the enhanced commentary for the special reveals that Sixsix is a mutant, and that others of his kind do not look the same. Strangely, he seems to become more feral after this happens: Vilgax attaches a leash to him in order to keep him under control. He seems to have developed a grudge against Tetrax since "Hunted", attacking him relentlessly upon meeting him again. He was finally defeated by Tetrax as he tries to escape after Ben defeats Vilgax and his army.

Sixsix appears again in Ben 10: Protector of Earth as a mini-boss, fought at the end of Cape Canaveral. His role is only to stall for time as Vilgax prepares the final phase of his plan.

Ben 10: Alien Force introduces the bounty hunter Sevenseven, a visually similar character of the same race described as being far more dangerous than Sixsix. His armor is similar to that of Sixsix, but a lighter shade of purple, and, like Sixsix, he does not speak a word of English (even when talking to those who do), but other aliens are able to understand him perfectly.


Vulkanus (voiced by John DiMaggio) is a Detrovite (the same species as Ben's ally Technorg from "Grudge Match") who partners up with Sixsix in order to build a weapon capable of destroying a solar system. Unlike Technorg, he isn't enhanced in any way. He is stopped by Ben and the Galactic Enforcers in the episode "The Galactic Enforcers".

He reappears in Ben's dream world in "Perfect Day" working alongside Sixsix again, and in the future episode "Ken 10", where he was defeated by Ben 10,000 and transported to the Null Void dimension.

Vulkanus makes an appearance in Ben 10: Alien Force, in the episode "Kevin's Big Score". According to Vulkanus, he was betrayed by Kevin during a "counterfeit isotope" scam a few years earlier. Kevin left him holding the merchandise when the Plumbers arrived, and though he managed to escape, the Plumbers destroyed his ship. Unable to leave Earth, he resorted to trading low-level alien technology to get by. When Kevin arrives looking to obtain an important item (a holo-disc from Grandpa Max), Vulkanus decides to get back at him for the betrayal by forcing Kevin to absorb a small piece of Taedenite, the rarest living gem in the galaxy. This causes Kevin's body to mass-produce the gem, thus giving Vulkanus an endless supply. However, he is foiled by Ben, who uses Big Chill to literally freeze off his armor, revealing that Vulkanus is really nothing more than a minuscule alien in a robotic suit. Rather than attempt to arrest him, however, Kevin leaves Vulkanus with the small fortune in crystals he had managed to chip off beforehand, considering it as payment for his past actions.


Mike Morningstar/Darkstar

Mike Morningstar (voiced by Wil Wheaton) is an energy-absorbing being who first appeared in Ben 10: Alien Force in the episode All That Glitters. He can manipulate the energy he absorbs to fire energy blasts and fly. As he flys he gives off a golden glow. He drains life-force from girls at a local school, turning them into zombies. He does this through morningstar shaped openings on his hands, which leaves a morningstar mark on his victims. Gwen defeats him by absorbing his own energy, leaving him withered, at which point he escapes.

He later returns in the eponymous season two episode Darkstar Rising, now calling himself Darkstar and claiming that Mike Morningstar no longer exists. He seems to have lost his ability to fly, although his power to absorb energy has increased. He can now absorb energy through black energy rays that drain the energy from whatever they touch, no longer does he have to make contact, whcih expands his list of possible targets expedentially. He can also shoot black energy rays, though these seem to be no different then his old ones besides beuing black in color. After capturing Magister Ghilhil, a Highbreed Lord, Kevin, and Ben, Gwen again causes his downfall with the help of DNAliens. He is then arrested by the Plumber and taken to be imprisoned in the Null-Void. As Darkstar, Mike wears a metal mask to cover his ruined face.

Lesson 8    BIONICLES








Metru Nui

The City of Legends, Metru Nui was a great metropolis. Resting in a sea of liquid protodermis, the city and was widely known for its quality of craftsmanship and high standards.

Like Mata Nui after it, Metru Nui was divided into six districts. Po-Metru, where large areas were set aside for manufacturing and sculpting; Ga-Metru, with temples and halls of learning; Ta-Metru, with its great hot forges and mask-makers; Onu-Metru and its extensive archives; Le-Metru holding the transportation facilities; and Ko-Metru with its Knowledge Towers. The massive Coliseum at the center of the island city hosted sporting events and other public exhibitions.

For thousands of years, the city was prosperous, defended by legions of Toa and ruled by wise Turaga. But that peace came to an end after Makuta infiltrated the city and posed as Turaga Dume. He rid the city of Toa and had the Matoran put into pods, which later found their way to the island of Mata Nui.

A great quake shook the city, toppling towers and causing much damage. Later, spidery Visorak hordes invaded the city, casting webs throughout the tall towers and further harming the once-great metropolis. After the Toa Metru left, the city was abandoned until the Toa Nuva returned with Takanuva to rebuild.

Hardly had the rebuilding started when the Toa were sent on missions of vital importance, casting the future of Metru Nui into uncertainty once again…

Voya Nui

The unforgiving island of Voya Nui was a wasteland. This island of doom, as its Matoran inhabitants named it, held secrets that forced the island to become the center of battles between powerful foes.

Once, the crescent-shaped island had been whole, until part of the island dropped away to become Mahri Nui. The two – floating Voya Nui and sunken Mahri Nui – were connected by a stone cord that prevented the island from toppling back into the sea.

Before even Mahri Nui broke off, the island had been part of the World that Feeds the World, Karda Nui. Long before, it had broken free of that enormous cave, and shot to the surface of the ocean.

Deep beneath the surface of Voya Nui, the Chamber of Life held a special Kanohi mask: the Mask of Life. It had been hidden by the Great Beings long, long ago, in case its power was needed. Powerful guardians kept others from claiming the mask, but it truly was needed and so Toa Matoro eventually received the mask. After evacuating the Matoran, he and his fellow Toa destroyed the stone cord supporting the island, which then plummeted to fill the hole it had created in Voya Nui. Mahri Nui was also destroyed by Voya Nui’s fall.

Mahri Nui

This sunken village of Mahri Nui was surrounded by air bubbles, which allowed its Matoran villagers to survive. Once a part of the floating island of Voya Nui, this submerged village remained linked to Voya Nui through a stone cord.

Mahri Nui’s position was dangerous. Not only did the Matoran and their Hydruka helpers need to constantly replenish their air supplies, the village itself was perched near the lip of The Pit, a deep and unfriendly realm. The Pit was once a prison, home to all the worst beings imaginable, but its guardians were destroyed a thousand years ago in the Great Cataclysm. The Barraki and others swarmed toward Mahri Nui, which lay nearly defenceless.

But the Mask of Life, which had fallen from Voya Nui down to Mahri Nui, brought with it Toa that helped defend the Matoran and their little village. Despite battles that raged around it, the bubbled village survived long enough for the Toa Mahri to evacuate the Matoran through the stone cord up to Voya Nui.

Once the Mask of Life was safely in the Toa’s possession and the Matoran safe, they destroyed the stone cord and Voya Nui smashed through Mahri Nui.

Karda Nui

The cave of Karda Nui, “the world that feeds the world,” is so big it’s practically a universe in itself. The bottom of the cave is submerged and enormous, strangely shaped stalactites have dropped from the ceiling and impaled on the floor. In the center of the cave, the last remnants of a once fantastic waterfall have exhausted themselves, creating a vast swamp far below. The water of Karda Nui is a mixture of liquid protodermis and saltwater.

The waters emit light at the center, as well as heat. During the time the waterfall was active, ripples on the water shaped the stalactite formations. Occasionally, pieces break off the rocks and fall into the swamp.

High up in the cave, the air is good and visibility excellent, but the closer you get to the swamp, the more difficult it becomes to see. The air down below is shrouded in mist and fog.

Each of the stalactites is almost a world all its own, with some being inhabited by Av-Matoran. The foundations of the stalactites are fragile and escape from them is virtually impossible … unless you can fly.


Six heroes began a quest on the island paradise of Mata Nui. The Toa – biomechanical beings who command elemental powers – found themselves banding together to help the island’s inhabitants: Matoran villagers and their Turaga elders. Golden Kanohi masks of power helped the Toa tame rahi beasts that had been turned to evil by the Makuta, a dark and mysterious being who wove dark plots in his lair beneath a volcano.

Together, the six heroes learned to trust one another and learned the meaning of Unity, Duty, and Destiny. Together, Tahu, Gali, Kopaka, Lewa, Pohatu, and Onua used their golden Kanohi to tame the rahi and confront Makuta in his lair. Together, they sent Makuta away from Mata Nui, but before fading Makuta released another blight onto Mata Nui.

The Bohrok Swarms.

Once released from their slumber, these voracious mechanical bugs levelled everything in their path. Inside their curved heads lay rubbery Krana, creatures that used the Bohrok as an exoskeleton. Krana could not only drive a Bohrok, they could act as a mask and take over any form of life – Matoran, Turaga, even Toa, as Lewa discovered.

The Turaga told an ancient tale of the Bohrok: the Toa must collect eight different types of krana from each of the six types of Bohrok in order to defeat the swarms. Despite villages being ravaged, the Toa and Matoran bravely fought the bugs. The Toa discovered a Bohrok nest and placed their Krana into niches within the tunnels, halting the swarm but unleashing Cahdok and Gahdok, the Bahrag twins. They commanded the Swarms. The Toa created an energized protodermis cage which traps the Bahrag, finally halting the swarms.

In their moment of triumph, the Toa are swallowed into pools of energized protodermis, transforming them into the even more powerful Toa Nuva. This new power would help them fight the Bohrok-Kal, backup commanders of the Bohrok in case the Bahrag failed. The Kal unleashed the Bohrok Swarms once again, and stole the mysterious Nuva symbols which now contained the Toa Nuva’s elemental powers. The Kal planned to use the stone symbols to form a Nuva cube, which would free the Bahrag, but the Toa tricked the Kal and fed their energies into the symbols. The greedy Kal, thinking to rule along with the Bahrag, destroyed themselves. The swarms were stopped once more.

After the Matoran rebuild shattered villages, a Matoran named Takua found a mysterious Kanohi mask: the Mask of Light. He and the Captain of the Ta-Koro guard, Jaller, are tasked with searching for the heralded Seventh Toa. Deadly Rahkshi creatures are sent by Makuta, who has returned to Mata Nui, to stop the two Matoran. Their journeys reveal that Takua is meant to be the seventh Toa, and he dons the mask, becoming Takanuva, Toa of Light. Takanuva battles Makuta in his dark lair and vanquishes the dark menace, in the process leading everyone to rediscover the lost city of Metru Nui.

The Turaga elders decide it’s time to tell of that ancient city, the City of Legends. A thousand years before, Metru Nui was full of life and bustle, before the coming of the Morbuzahk. This nasty vine being wreaked havoc on the metropolis, under the control of Makuta, who was disguised as that city’s Turaga. The lone Toa of Metru Nui, Toa Lhikan, helps transform six Matoran into Toa Metru. These Toa would later become the Turaga elders of Mata Nui, but as Toa they tracked the Morbuzahk to the great furnace in Ta-Metru and defeated it with Great Kanoka Disks they’d collected.

The six Toa heroes, far from being thanked for their work, are called impostors by the fake Turaga Dume, and are forced to evade both mechanical Vahki peacekeepers and Dark Hunters. The Toa Metru discover Makuta is impersonating Turaga Dume, who orders all Matoran to be placed into pods and put to sleep. This sends the Great Spirit Mata Nui into a deep sleep as well. After imprisoning Makuta in a shell of Protodermis using a special Mask of Time, the Toa Metru attempt to retrieve the Matoran pods.

But they are stopped by the spidery Visorak. Venom transforms the Toa Metru into Toa Hordika, half-beasts who must search for the legendary Rahi Keetongu to free them from being Hordika. In doing so, the great city is greatly damaged. Finally restored to their Metru forms, the six Toa bring the Matoran pods up to the newly-discovered island paradise of Mata Nui and awaken them. The heroes give up their powers to become Turaga, and don’t tell the newly awakened and confused Matoran of their past.

The Turaga finish their tale of Metru Nui, and the inhabitants of Swarm-ravaged Mata Nui decide to go back to Metru Nui. But once there, they discover the Great Spirit Mata Nui isn’t just sleeping – he’s dying. The Toa Nuva must find the floating island of Voya Nui and retrieve the Kanohi Ignika, the Mask of Life, guarded by fearsome warriors. But they’ve been beaten to it by six nasty creatures who call themselves Piraka. The Piraka have fooled the Matoran of Voya Nui into thinking they are actually Toa. The Piraka are after the Mask of Life too. But they didn’t count on six new heroes created from Matoran, the Toa Inika, challenging their plans.

Only the scheming and backstabbing actions of the Piraka keep them from getting their claws on the Mask of Life before it plummets into the deep ocean. At the bottom of the ocean lies another city, Mahri Nui, broken off the main island of Voya Nui long ago. Surrounded by air bubbles, Mahri Nui’s survival is precarious. It’s right next to The Pit, where undesirables have been sent for millennia to be punished.

The Barraki, six warlords who were hideously transformed when sent to the Pit, fight over the Mask of Life to restore themselves to power. But they are denied their prize when the Toa Inika journey to Mahri Nui and are transformed into water-breathing Toa Mahri by the Mask of Life itself. After battling many creeps from the deep, including their old nemesis Makuta in a robotic form, Toa Matoro finally wins the mask. They destroy the stone cord linking Voya Nui with Mahri Nui, plunging Voya Nui down to plug a hole in the World That Feeds The World, Karda Nui. But they aren’t in time.

The Great Spirit Mata Nui died.

Faced with the destruction of the universe, Matoro places the Mask of Life on his face, and chooses to sacrifice himself to save the Great Spirit and his friends. The massive energies from the Ignika bring Mata Nui back to life, but still in a dangerous sleep. There’s only one place where the Toa Nuva can wake Mata Nui, so they are transported to a massive cave, where they find Matoran of Light battling winged Makuta in the mists of Karda Nui.

In the toxic swamp at the bottom of Karda Nui, the Toa Nuva fight for the Mask of Life and search for ways to enter a mysterious metallic dome buried in a fallen stalactite. But even with the help of the silent Toa Ignika, the Toa Nuva must battle mutated Makuta to waken Mata Nui.


Six Matoran of Metru Nui were selected by Lhikan, that city's last remaining Toa, to become heroes and free Metru Nui from the schemes of Makuta. After saving the Matoran of Metru Nui and bringing them to Mata Nui, the Toa Metru sacrificed their powers to awaken the Matoran and turned into Turaga.

Toa Metru Onewa

Toa Metru Vakama

Toa Metru Matau

Toa Metru Nuju

Toa Metru Whenua

Toa Metru Nokama







Toa Metru Onewa

Toa Metru of stone and guardian of Po-Metru, Onewa is strong-willed and stubborn. No matter the odds, Onewa will never admit defeat – he always finds a way to win. When his own strength and agility are not enough, he uses his proto piton tools and his Great Mask of Mind Control.

Toa Metru Vakama

Toa Metru of Fire and guardian of Ta-Metru, Vakama uses his disk launcher and Great Mask of Concealment to defeat threats to Metru Nui. His strange visions of the future lead the Toa on dangerous quests into the darkest parts of the city of legends. Includes disk launcher and Kanoka disk.

Toa Metru Matau

Toa Metru of air and guardian of the transport hub of Le-Metru, Matau is known for his instincts and his sense of humor. His Great Mask of Illusion and twin aero slicers make him a hero to be reckoned with.

Toa Metru Nuju

Cold and aloof Toa Metru of ice and guardian of Ko-Metru, Nuju carries two crystal spikes for climbing the Knowledge Towers and wears the Great Mask of Telekinesis.

Toa Metru Whenua

Toa Metru of earth and guardian of Onu-Metru, Whenua spends much of his time in the vast Archives beneath the city. When danger threatens, he relies on his twin earthshock drills and his Great Mask of Night Vision.

Toa Metru Nokama

Toa Metru of water and guardian of Ga-Metru, Toa Nokama can often be found using her twin hydro blades to speed through the protodermis canals. Intelligent and strong, she has the wits to solve mysteries and the power to defeat any foe.

Lesson 9   TBA    

Lesson 10  The Solar System/ planets   

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