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4[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/ben_10_nf_suggestion_2.png]]
5[[caption-width-right:350: ''"I thought you were ugly before."'']]
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7->If they thought I was a freak before (''ignites hand'')...'''just wait'''....(''EvilLaugh'').
8-->-- '''Kevin 11'''
9
10Let's face it, a [[WesternAnimation/{{Ben 10}} meta]][[WesternAnimation/Ben10AlienForce -series]] [[WesternAnimation/Ben10UltimateAlien about]] [[WesternAnimation/Ben10Omniverse Aliens]] ''has'' to involve some horror at some point.
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12'''As a Moments subpage, all spoilers are unmarked [[Administrivia/SpoilersOff as per policy.]] Administrivia/YouHaveBeenWarned.'''
13----
14[[foldercontrol]]
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16[[folder:All Series]]
17* The first three iterations of the franchise made it a tradition of showing detailed transformation sequences where we see Ben shapeshifting into his alien forms. Many of them tend to involve quite a lot of BodyHorror:
18** Heatblast has Ben's skin being gradually covered with rock then being set on fire.
19** Ripjaws has Ben's mouth distorting itself and growing monstrous teeth.
20** Four Arms, [=XLR8=], and Wildmutt in the original series have Ben's muscles growing in a quite disturbing way, making it look like his nerves are becoming apparent.
21** Four Arms' sequence has a brief shot of a grotesquely overmuscled Ben with the extra arms bursting from his sides. Looking carefully as he turns reveals that he has no nose or mouth before the full Four Arms form appears.
22** The original transformation for Cannonbolt had Ben's body ''[[InflatingBodyGag inflate]]''.
23*** The ''Alien Force'' version changes it to Ben's body visibly distorting into the proportions of Cannonbolt, with a brief glimpse of a blank expression on Ben's face.
24** Ghostfreak has Ben withering into a skeleton during the first part of the transformation. It’s even worse in ''Alien Force'', where we get to see Ben's x-rayed skeleton distorting, claws emerging in a Wolverine-like way from his hands, and his skull making a 180° turn as it changes from a normal human skull into Ghostfreak's Ectonurite skull.
25** Diamondhead's transformation sequence shows his signature crystals growing out of Ben's skin, before a closeup of the yellow crystals of his eyes covering his eyes (although thankfully not in a way implying an EyeScream).
26** Goop has Ben literally ''melting'' into a pile of goo.
27** Wildvine has Ben's arm become more vine-like, before the camera zooms into his face as he's suddenly enveloped by vines.
28** Upgrade has Ben visibly cringing as his face shifts to that of Upgrade, implying it hurts.
29* It's even harder to watch his first transformation into Heatblast, considering the fact he looked completely terrified and, the more worrying part is, for all we know it could've also been an ''immensely'' painful experience for him. It ends with a terrified scream.
30** Stinkfly has Ben's arm visibly twitching as it transforms and the Omnitrix gets pulled inside, followed by [[DissonantSerenity Ben smiling]] as Stinkfly's four eyestalks emerge from the sides of his head and blink while his human eyes stay closed.
31** Spidermonkey's four arms are shown to be formed by Ben's two arms splitting down the middle.
32** Swampfire's admittedly short transformation in ''The War of the Worlds'' shows vines spreading out from the Omnitrix, wrapping tight around Ben in a way that looks like he's being smothered.
33** Rath has a shot of Ben's face becoming Rath's, followed by his arms doing the same, implying that it's not all happening at once, before Rath lunges at the camera.
34** The original transformation for Ampfibian shows Ben silently screaming. Later transformations bring it more into line with the standard ''Alien Force/Ultimate Alien'' sequences, but Ben is still cringing a little. [[NothingIsScarier It also cuts from a shot of Ben half-transformed to the full Ampfibian via his tentacles hitting the camera.]]
35** The [[AllThereInTheManual pop-up trivia versions]] of some original series episodes state that the detailed sequences are slow-motion versions of the more common flash of green light transformations.
36** A novelisation of ''And Then There Were 10'' makes reference to Ben feeling Wildmutt's hairs growing out of his skin.
37* Eon in his first (albeit non-canon) appearance was damned ''creepy.'' What do you do when a TimeMaster doesn't like you? [[Series/DoctorWho Basically, run]]. His time ray causes RapidAging, and the first guy we saw him used it on looked like a half-decomposed corpse... and was still alive. His body had become so brittle that at one point, a not-very-hard touch causes the guy's arm to break off (and we learned his ability to feel pain was very much intact). You probably sighed with relief when the poor guy [[AlmostDeadGuy finished his exposition]] and died. There's also the way he stalked Ben: staying out of step with reality, he could follow Ben anywhere unseen. You know that weird little blur in your class picture? That's him. Watching you. It's hard to describe, but the handling of him when he'd approach Ben was more like a horror movie's supernatural foe than one of Ben's standard enemies. Also, when he's around, ''no one'' can help Ben, because Eon is fond of TimeStandsStill. You and a bunch of heavily armed Plumbers are getting ready to show this guy who's boss... and suddenly the Principal starts to talk... very... slowly. Then you're the only one moving... you, and the guy responsible for the most FamilyUnfriendlyDeath in the history of the franchise, who hasn't done it to you ''yet'' because he ''needs'' you, and who's been looking over your shoulder at school and at home and ''everywhere''. Unlike Vilgax or Dagon or any other BigBad, there's not an alien in Ben's arsenal[[note]]Okay, he'll eventually get Clockwork.[[/note]] that makes Eon less of a threat. Every time Ben encountered him - and all the times Ben had no idea he was there - Eon could have killed Ben at his leisure and there'd have been nothing Ben could do. His plan needed Ben alive and that's why Ben is still here.
38** When he returns in ''Ultimate Alien'' he's using his power to its maximum level via outright turning to dust anything he hits with it. He also gets a reputation as HeroKiller - he's ''hunting'' Bens one parallel dimension at a time and ours is just next on the list. ([It turns out they're not dead, though: his {{Mooks}} are the alternate Bens, brainwashed.) Ben gets lucky in that his alien forms leave his human form behind unharmed if they get dusted, though he loses the ability to transform into that alien. (They're restored, though.) He's no longer getting the horror movie treatment, but you still hold your breath with him.
39* It's kind of a scary world to live in because of how easily it seems the world is doomed. One Xenocyte? Your whole world contains nothing but [[FacelessMooks DNAliens]] in short order. Death Star class ray guns are available to even ''comedic'' villains. Many planets, including [[InsignificantLittleBluePlanet Earth]], are considered so insignificant that the [[SpacePolice Plumbers]] will sometimes not even bother ensuring security to protect them, meaning few people would lay a finger if someone suddenly decides to conquer or destroy Earth (even in the light-hearted iteration ''Omniverse'', a character threatens to destroy Earth [[DisproportionateRetribution because a guy living on it won't marry his daughter]], and encounters ''no resistance whatsoever'').
40** Even worse, there is apparently a galactic code of conduct established by the Galvans to prevent massive loss of lives that allows an individual to ''legally'' conquer a planet with no outside resistance whatsoever or interference from the Plumbers as long as they defeat the strongest fighter from the planet they are conquering. This allowed Vilgax of all people to conquer ten planets including Ultimos's home planet and would have controlled Earth with no resistance if he managed to defeat Ben. With that in mind, there's not much stopping some other alien from doing the same if they can manage to defeat Ben using the same code.
41** It also tells when being a ''genocidal psychopath alone'' isn't even considered heinous enough by the show's standards to qualify a character as a CompleteMonster here because genocides are frequently and liberally attempted by major and minor villains, while in most other settings, it will often throw them into Monster territory.
42[[/folder]]
43
44[[folder:Original Series]]
45* [[BigBad Vilgax]] can be quite terrifying from some angle; his voice, provided by Creator/SteveBlum, is creepy by itself, especially when he is mostly seen in the shadows in the first episodes. When he finally ends his treatment and goes after Ben of his own, he proves to be [[TheJuggernaut unstoppable]], defeating most of Ben's alien forms with nothing else than pure strength. And add to that he was ready to cut off Ben's arm to get the Omnitrix.
46** Even worse, in the alternate universe episode "Gwen 10", it's made clear he doesn't ''need'' to cut Gwen's arm to get the Omnitrix (unlike canon Ben, who had the Omnitrix long enough for it to bond to his DNA). He just prefers doing it that way because it's [[ForTheEvulz more fun for him...]]
47** And then the movie ''Secret of the Omnitrix'' reveals he destroyed a planet just for the sake of testing his newly acquired toy.
48** When he finally encounters Ben in ''Secret of the Omnitrix'' its in a dark, secluded hangar. "Hello... Ben."
49** When he is brought up in his healing tank, you get a good ten seconds of the looks of his injuries. Vilgax is missing both of his legs and his right arm, and its pretty obvious he has a lot of internal injuries as well. The fact that Vilgax, who is well known for surviving pretty much anything, openly admits to nearly dying happily sets off the tone the series will take.
50* The Limax appeared only once, but they were creepy like hell; those creatures kidnap old people to take their place, while retaining their classic reflexes. Seeing those old people [[BodyHorror twisting their bodies in weird ways]], [[FangsAreEvil showing fangs]] and hissing like snakes could actually fit in a horror movie. To make things worse, it's clearly stated they were intending to ''eat'' the humans they had captured.
51* [[EnfantTerrible Kevin 11]]; the character initially appears as being a mere punk with powers... until we find out he is ready to kill thousands of people just to get money. The SlasherSmile he displays in some scenes also contribute.
52** The SlasherSmile is what really ''sells'' it. The ''joy'' he has when he's about to kill someone (stopped by Ben at the last moment, naturally) makes it clear that he loves hurting people, to a greater degree than any BigBad the series has had. This also adds FridgeHorror to it: when he's onscreen, he's always stopped when one second away from killing people because he can... and ''he is sometimes active offscreen,'' when Ben's not there. (Watch Kevin's onscreen behavior in "Framed" and then recall that he operated with the same MO in ''several other cities'' before Ben and the gang found out what was going on. There's a ''reason'' people are complaining about the improbability of his HeelFaceTurn ''to this day.'')
53** Then it turns out his powers allow him to copy Ben's powers by absorbing energy from aliens, resulting in some scene into large BodyHorror; [[https://www.youtube.com/watch?v=p1CiLh-SiME his final mutation in "Framed"]] is one of the creepiest scene in the show; we can feel the pain he goes through while the whole thing happens. What triggers the transformation? His anger and hatred after Ben says to him, "You're not worth it. You never were."
54* [[MonsterClown Zombozo]]; not only is his look disturbing, with a zombie-like face and a long, inhuman tongue, but the guy feeds on people's happiness. Not scary so far? Well just see what is left when he has sucked most of it...
55** The place where he's fought in the end makes it worse. Basically, it's like being inside a DisneyAcidSequence, only significantly less cute. The guy is ''supremely'' creepy, especially because this is usually a sci-fi show. This guy isn't an alien, or someone who got this hands on phasers. He's a HumanoidAbomination who ''steals happiness'' and creates a bizarre netherworld with AlienGeometries at his command. Everything about him takes the subverted cuteness that makes a MonsterClown up to a cosmic, reality-bending scale, and we never find the man behind the curtain, never get the "ah, here's his Holodeck-maker" or "'stealing happiness' means his AppliedPhlebotinum does this or that to your brain chemistry" DoingInTheWizard moment... and it also doesn't work like any magic we see with Hex and Charmcaster (and Gwen, once she steals Charmcaster's book). He doesn't play by the rules we know, he and everything about him simply '''is.''' He will feed on your very soul. He will turn your reality outside in. How? He just '''does,''' it's just what he ''is.'' If [[{{Literature/It}} Stephen King]] wrote comic books, if HP Lovecraft had created ComicBook/TheJoker, you would have this guy.
56** What's worse is how he was beaten; ''Ghostfreak''. All we see is Ghostfreak's back to the camera as he pulls apart his body to reveal a mass of tentacles to Zombozo. [[{{Foreshadowing}} It was only a taste of what was to come.]] (Not to mention... ''Ben'' has a form that a HumanoidAbomination is ''afraid'' of?!)
57** While Zombozo's minions as a whole aren't very threatening, Acid Breath looks quite disturbing. He breathes corrosive mist from a mouth full of rotted green teeth and speaks in a raspy voice. And then there's his comment about his mother, which raises a whole lot of unsettling questions.
58--> '''Ben/Upgrade:''' Didn't your mama tell you it's rude to spit?
59--> '''Acid Breath:''' Who do you think I got it from?
60* Clancy in his first appearance; not only is the guy controlling bugs, which is already creepy of its own, but he intended to have a woman eaten by them.
61** And in the "Negative Ten" special, he has been turned into a half-human, half-bug monster. He hasn't shown up since, so we never find out if the change is permanent or not.
62* Anything related to Zs'Skayr; from his creepy transformation sequence, to the nightmares he made Ben go through when he was attempting to escape, to his true form, to his scheme in season 3 covering Earth with darkness and turning everyone on the planet into monstrous mutants and to top it off, his laugh!
63** Just think for a second. You're a kid with superpowers, able to shape shift. Now, one of your forms, which you've always been wary of, has suddenly become the subject of screaming nightmares. NOW, it takes over your body and uses it to ruthlessly beat down a trio of villains (it's unclear whether or not Ben was conscious for that). And THEN, it pops up in the real world, giving you a mother of a jump scare before RIPPING OFF ITS SKIN. AND THEN, it goes on a rampage and possessed your cousin, forcing her to fight you and threatening to make her jump off a building unless you surrender. AND THEN, you're forced in a demonic hide-and-seek game while you're two inches tall and it can pass through walls. AND THEN, just when you think it's all over, just when it seems like the nightmare is finally over..."[[HesBack I LIVE]]!!"
64** Zs'Skayr's motive in ''Ghostfreaked Out'' after escaping? It's either to possess or ''absorb'' Ben. He never makes it explicitly clear which, but Ben is only saved by the fact Zs'Skayr can't bond with Ben when he's already in alien form. But he comes dangerously close.
65*** Zs'Skayr also lets Ben know that, due to how his species' DNA works, [[AndIMustScream he's been fully conscious inside the Omnitrix the entire time]].
66*** Zs'Skayr's reaction to encountering Four Arms is incredibly creepy. "Hello, Ben. Been working out?"
67* The entire episode with the the alien tick trying to purify the Earth... by devouring ''all of Earth''. This tick, dubbed "The Great One" by his followers, has already "purified" previous worlds, and you can see what it does to a planet as it feeds- mutate the environment into a completely inhospitable wasteland. It gradually poisons Yellowstone Park to the point plants have turned into living tentacles with mouths, Old Faithful becomes a sickening pustule of acid geysers, and the the atmosphere turns chalk white. Ben is unable to even lay a scratch on the Great One with any of his original 10 aliens, practically skipping Grey Matter because he's so pitiful in every way but brainpower. Worse, this tick engorges and grows as it feeds, secretes blue pus, is infested with ''lice'', and sheds its skin to transform into a paler, nastier version of itself.
68** The nastiest scene is its death. Ben has acquired his first new alien, Cannonbolt, but the tick can't be harmed on the outside. Instead, Ben, as Cannonbolt, goes ''inside'' the tick and demolishes its ''inner organs'' until they ''leak out alien blood'', smashes through all its ribs, and causes it to explode, spilling its goopy entrails everywhere. Fortunately, Yellowstone reverts back to normal, but there's still the matter of cleaning up the mess... poor Ben.
69** Just imagine if this incident spread out past Yellowstone and caught the attention of the world. They might not have been able to stop it from wiping out the planet. One also wonders if others in Yellowstone park witnessed the destruction. Plot hole, anyone?
70** The very fact that this thing has worshippers that call it the "Great One", refer to its process of destroying planets as "purification" and think of it as a joyous event to "rejoice" about. What happened to those three to put them into a mindset like that?
71*** We commonly hear of Ben's exploits on the news and such; "those alien heroes" are well known before Ben's secret identity is exposed in ''Ultimate Alien''. It's not like the world's unaware of all this stuff, even though this incident doesn't get directly mentioned. Of course, with Yellowstone turned into a DeathWorld, it's entirely possible people saw but just didn't survive to report.
72* The Tennysons go to a wedding between a Plumber family's son and a nice girl who happens to be from a species that despises the Plumbers, and are basically oozes that can look human. When the girl's parents reveal that they have been trying to sabotage the wedding because they can't stand the thought of their daughter marrying a Plumber's kid, they not only turn into huge, bruise-colored monsters, but Ben uses Heatblast to cook them until they turn to stone, which apparently doesn't bother their daughter one bit. Even Ben's dance with the flower girl gets creepy when her feet turn to slime in the middle of their dance, which she thinks is funny as hell.
73* Damn near the entirety of the episode "Camp Fear". The title alone should have clued you in. The FesteringFungus villain nearly managed to spread its spores around the world, turning anything that breathed it in into a mushroom person. Not only that, but the missing campers never get accounted for...
74** Actually the missing campers are accounted for, at least to some degree. When Max enters the main mess hall, he notices that a plate of spaghetti and meatballs sitting on one of the tables is still warm; remarking that everyone must have left in a hurry. So it's more than likely that all the campers and councilors conducted a full emergency evacuation of the campgrounds the moment the mushroom monsters started showing up. The three campers we do see were simply left behind by accident.
75** The first transformation into Wildvine is played more ominously than normal, with the Omnitrix making some kind of charging sound and the white tubing beginning to glow green, with Ben having a terrified expression. It's also implied to have been malfunctioning immediately before.
76* Max is [[OOCIsSeriousBusiness completely absent of his usual grandfather traits]] when the mask and key to "The Ultimate Weapon" is unearthed in its titular episode, especially given it was one of the major goals of his entire Plumber career. He becomes an UnscrupulousHero that isn't afraid to elbow an innocent security guard to the side instead of treating civilians with care, he tries to run Enoch and the Forever Knights off the road without a shred of mercy, and is such a hard-concentrated man on a mission that he risks endangering Ben and Gwen's lives ''repeatedly'' before he finally comes to his senses.
77** The Forever Knights were showcased before this episode, and show they WouldHurtAChild quite readily when Ben impedes their path. But then trying to get in the way of Enoch's plans has him outright attempt to murder the entire Tennyson family with ''glee''. For an idea of how much of a KnightOfCerebus this is, though it's not fully on-screen and isn't emphasized for causing wounds or the like, this is one of the only times in the entire franchise Max ''and'' Gwen are hit with live weapons intending to kill instead of narrowly dodging or getting non-lethally hit and knocked aside.

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