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1'''As a Fridge subpage, all spoilers are unmarked [[Administrivia/SpoilersOff as per policy.]] Administrivia/YouHaveBeenWarned.'''
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3* Vilgax's return in ''WesternAnimation/Ben10AlienForce'' season 3 had him trying to take over Earth by challenging Ben to a legally-sanctioned gladiator match between the two that awards the winner control over the planet. The fan outcry about Vilgax suddenly caring about honor and laws seemed odd for the usually lawbreaking EvilOverlord and after thinking about the end of season two, I realized there were two very good reasons for Vilgax to take this route.
4** First off, Ben had recently helped to save the galaxy from destruction, in addition to giving the Highbreed a way to save themselves from their genetic decay. He has the gratitude of entire alien species, as attested by the mound of medals he keeps in his closet, and is also best buds ''with the Highbreed Supreme Commander''. Even ''if'' Vilgax was actually able to kill Ben, he'd have to deal with massive backlash from the rest of the galaxy and a race of beings that have a far larger fleet and no qualms about wiping him out. Alternately, if he attacked Earth with an invasion fleet and Ben called for help, the Highbreed would back him up. Ben takes the PowerOfFriendship to new levels and Vilgax is smart enough to realize this.
5** Second, it also happens that every time Ben and Vilgax have tangled in the past, he's had help from his family and allies like Azmuth, Tetrax and even his future self. Vilgax has pumped himself up with bionics and threw a robot army at Ben, but lost because he had other people to encourage him, save his butt or unlock a new power for him. Vilgax ''has'' to know at this point if he's going to beat Ben, it has to be one-on-one and it may be he [[TheOnlyOneAllowedToDefeatYou wants to be the one that kills the one sentient being that's caused him more trouble than anything else in the universe]]. That's why he defeated the other world's champions so he could take their powers and weapons to add to his own, it was to match the diversity of the Omnitrix's forms. If he defeated Ben in fair & legal combat, he would be safe from reprisals and have ownership of the Omnitrix, the item that started the whole rivalry with the Earth boy in the first place and which will give him the edge he needs to conquer the Universe. It's not DiminishingVillainThreat, ItsPersonal and smart. --koolkame
6*** As a person who likes ''Alien Force'', thank you so much for this! It makes re-watching the fight even sweeter without DiminishingVillainThreat hanging around.
7*** Regarding the multiple powers and weapons to match the Omnitrix aliens bit, that's also why Vilgax is often being referred to "Conqueror of '''10''' Worlds"; it's to mirror the abilities gained from those conquests to the alien forms of Earth's champion, Ben '''10'''.
8*** If Ben beat Vilgax in a duel to decide who owns earth, doesn't that make him in charge of Earth?
9*** Yes but only in the eyes of the rest of the galaxy and universe; people on earth do not acknowledge it however.
10* On one hand, the episode premiering Alien X may seem meaningless when it ends with Ben commenting that it's "too dangerous" to use or something of the like, when in reality it's rather useless. But bordering on FridgeHorror, Ben may be realizing that the reason Alien X has Bellicus and Serena is because they act as the Id and Superego to Ben's Ego when he's turned into that particular alien. Why? Because it's supposed to imply that Alien X has Serena and Bellicus ''because there's no room for a margin of error''! Perhaps Ben wasn't entirely exaggerating when he said Alien X was too dangerous: at least Swampfire and the other aliens leave Ben room to make a margin of error.
11* Gwen and Kevin, [[StrangledByTheRedString strangled by the red string]]? Maybe. Or maybe it's what happens when a slightly education-obsessed nerd girl starts trying to hook up with a JerkWithAHeartOfGold whose affection for his ride puts the "car" in CargoShip. Kevin is heavily implied to have had a bad home life before he mutated in WesternAnimation/{{Ben 10}} and lavishes way too much attention on his car to be considered healthy, RunningGag or not. Gwen's love life isn't really brought up, but anyone who takes someone to task about why they haven't asked her out does not seem too knowledgeable about flirting. It hit me that ''of course'' they would have a mixed-up chemistry since these are two people who have probably avoided relationships for fear of being hurt (Kevin) or because their focus is on higher learning and are separated by their intellect (Gwen, who is attending a prep school). I never saw the red string snag because I had already classified them as a textbook case of OppositesAttract, not terribly original but still a classic combination. It does make the few times they really connect all the more poignant like the season two finale where Kevin calls Gwen back from going full Anodite even if it meant she could save the universe or their dance at the end of "Save the Last Dance". --koolkame
12** Remember too that both had more than likely felt separated from "normal" society from a younger age, so more than likely had felt uncomfortable getting close to other people, leaving them disaffected with the possibility of finding love, or even feeling a close connection with most people. --Kittyhawk
13** On the topic of Kevin, we learn in ''Vendetta'' that his father was a Plumber killed on duty, there's a possibility that his step-father (as he mentioned Devin as "My ''real'' father" one time) was likely abusive toward him for being part alien. Add that with the hint dropped about the frequent use of his powers (as his father used his energy absorption powers, he seems glad "nothing happened this time" after using it subsequent times) especially being ''eleven years old'' and suddenly his TroublingUnchildlikeBehaviour is quite justified. Unfortunately, it leads to a bit of FridgeLogic in that Max Tennyson, who was with Devin at the time of his death and was asked to take care of his son, had to not have recognized him in order to justify not explaining to Ben why he was acting the way he was. - Tropers/MetalShadowX
14*** Re-watching "Kevin 11" answered this problem for me because Max never sees Kevin in his human form except for a brief moment at the end IIRC. It's possible Max thought that it was another Osmosian boy or his hiding of his Plumber past made him keep quiet about knowing Kevin's family; heck, Max lied to his WIFE about being a Plumber and it's likely Devin Levin did the same with his son. Plus, the bad effect of absorbing energy for Osmosians pretty much explains Kevin's change during the TimeSkip: if Devin was worried about a one-time use of energy absorption, Kevin's near-constant use could not have been healthy for him. Think back to Kevin's baggy eyes in Ben 10 and he becomes the PG version of a young junkie with the Alien Force Kevin being on the rebound from addiction. -Nice RetCon, [=MacDuffie=] - koolkame
15** Back to Kevin; why did he perform a HeelFaceTurn in the first place back in ''Alien Force''? Because a Plumber sacrificed himself to save him. Why was it that simple? Because someone already did the same thing to help him escape the Null Void. Someone who helped him return to his human form and whose death he felt he was responsible for. Understandably, that bit of tragic deja-vu was all it took for him to reform. - Tropers/MetalShadowX
16** In addition to that, his father was a Plumber who died in the line of duty. That must have caused a crisis of conscience for Kevin when the Magister died to save him and his possessiveness of his badge takes on a whole new meaning afterwards - koolkame
17* In ''Alien Force'', I was kind of skeptical when it turned out the Master Control also gave Ben access to ''all'' of the aliens in the Omnitrix. At first I thought, "Well that's pretty cheap, the Master Control didn't do that in the original Ben 10". Then I realized... ''who's to say it didn't?'' The original series episode where Ben unlocked the Master Control was before "Ben 10,000", and therefore before Ben had any idea how many aliens were in the Omnitrix, and before he'd seen any forms like Spitter or Articguana and learned they were in the Omnitrix. He's not going to try and transform into something if he doesn't know it's there, now is he? Then I thought, "Wouldn't he have noticed when he was scrolling through the dial that he had thousands of new forms?", only to realize that Ben, being an excitable 10 year-old who'd just been given the ability to mentally switch forms, probably never even ''looked'' at the dial after unlocking the Master Control! - Tropers/Khfan429
18** Also, based on how Ben zeroed out the master control at the end of season two, it seems like merely turning the dial gets rid of the feature. He was most likely being careful that he didn't mess it up earlier.
19* The episode Max Out reveals that the [=DNAliens=] are actually humans after coming into contact with a Xenocite. In the same episode, he sends multiple [=DNAliens=] to the Null Void and uses the projector as a bomb to either kill all [=DNAliens=] in the vicinity or at least send them to the Null Void. This means Max sent a few hundred, if not a thousand, humans to fend for themselves in one of the most hostile places in the Universe.
20** It is also never confirmed if the Highbreed Intergalactic Jumpgates were even installed in the Null Void, so any [=DNAlien=] sent there will almost never return to their human form.
21* "Same old Ben Tennyson: You’re even more like yourself now than you are in the future!"
22-Professor Paradox, 1st Appearance
23** This quote explains all of Ben's OoC moments after the first two seasons of Alien Force. ALL OF THEM! It was foreshadowed from the very beginning!
24* The existence of Primus, while retconning a substantial section of the Omnitrix's workings, actually fits perfectly in light of the original series.
25** A: The Omnitrix contains a guidelight back to Azmuth, even across the galaxy, so there is a precedent for the 'interstellar signals' thing.
26** B: Several times, Vilgax is shown to locate the Omnitrix remotely whenever Ben transformed; evidently it sends out some sort of signal when he did that.
27* In "What are Little Girls Made of", Gwen's story about fishing with Grandpa [[{{Foreshadowing}} foreshadows]] the premise of the episode. Think about it: Gwen said it was hard to let go of the little fish she caught, but Grandpa Max insisted it was for the best she let it go. Because [[TruthInTelevision it's a fundamental rule of thumb in fishing to catch-and-release the little fish]], so [[RuleOfSymbolism they can grow bigger]]. What's the premise of the episode? Grandma Verdona finds an anodyne relative in her granddaughter Gwen, but she must let her go [[MeaningfulEcho so she has time to grow stronger on Earth]].
28** Verdonna's line "I don't believe you are [leaving Earth with me]" also becomes [[MeaningfulEcho poignant]] when you recall what Gwen said about the little fish in her story: "I guess it was the letting go part that was hard".
29* The Forever Knights’ goal being retconned to trying to kill a dragon using whatever they can get actually helps explain why they wanted the Omnitrix back in the classic series. What better weapon to take down the beast then one that allows for multiple options to try?
30* The Highbreed's threat level to the entire universe makes a lot more sense when you compare them to other conquerors such as the Incurseans or Vilgax. The Incurseans have technology for destroying planets on a whim, but one on one they probably could be punched out by a human (Julie probably could strangle one of them with a bit of motivation). Vilgax can fight Ben one on one evenly ''at worst'' but his tech level doesn't seem to be as high. The Highbreed have strength akin to that of Vilgax in a one on one fight, and have technology levels that make them dangerous for even the Galvan. [[WordOfGod Dywane]] had once called them Ben's strongest threats (to Vilgax's most relentless and Darkstar's most dangerous). He called strength relative, and another way of looking it has the species as having immense technological and biological strength.
31* In the episode ''Busy Box'', it's mentioned that the Naljian Destructor is on an even higher technology level than the Omnitrix's level 20, despite the Omnitrix's constant status as the most powerful technology in the universe. This doesn't add up until you realize a consistent quality about Azmuth is how much he downplays his achievements; he always insists he's only the smartest being in three to five galaxies, no matter how many people refer to him as the smartest in the entire universe. It's even been mentioned by WordOfGod that the reason the Omnitrix is labeled as level 20 because Azmuth considers it this, and no one is smart enough to argue with him about it. It's actually far higher than the Naljian Destructor or anything else, Azmuth is just being modest.
32* Some have noted the recalibrated Omnitrix's lineup of aliens are very similar to the ones Ben had before the watch reset itself, just often combined. Swampfire is Heatblast and Wildvine, Echo Echo is Benwolf and Ditto, Big Chill is Ghostfreak and Arctiguana, etc etc. Now remember the Omnitrix shows signs of being sentient, and you get the impression that the overlap may have been deliberate. It may have tried to give Ben familiar enough aliens in the playlist he was given to let him adapt quickly to the threat at hand without having to figure out different power sets, and notably we don't see wildly distinct powers being unlocked until later seasons and less well-build/undamaged devices like Lodestar and Clockwork. As to Alien X....well it is still the Omnitrix. Even if it is working properly it probably still wants to screw with Ben somehow, so why not give him functionally only nine aliens and one that is the absolute definition of AwesomeButImpractical?
33* The reveal that Kevin's mutation in Alien Force is not only being caused but ''maintained'' by the Omnitrix explains why, in "Ghost Town," the Ghostfreaks were unable to possess him. As we saw with Ghostfreak in the original series, the Omnitrix protected Ben from possession by Ghostfreak while he was transformed. The energy keeping Kevin transformed was doing the same to him.
34* You can make a timeline out of the events of Alien Force.
35** As it took a few months for spring to come, Ken to go on Spring Break, and Ben said it was spring in ''Save the Last Dance'' the early episodes took place in winter shortly after Ben and Gwen's fifteenth birthdays and went into early to mid spring towards War of the Worlds. The surprise at snow likely plays a role in the idea that Bellwood is in a region like California or Texas (though how they grow all that corn where Alan lives in winter....)

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