[[quoteright:310:http://static.tvtropes.org/pmwiki/pub/images/Ben10Alienforce.jpg]]

The sequel series to ''WesternAnimation/{{Ben 10}}'', with management taken over from Man of Action by Glen Murakami and DwayneMcDuffie of ''JusticeLeague'' fame.

Ben "10" Tennyson and his cousin Gwen, now both 15 years old, team up with a reformed Kevin Levin, who is now 16, to stop various evil aliens. Seasons 1 and 2, which were initially one entire season, has them going off against the [[ThoseWackyNazis Nazi-esque]] [[ANazibyAnyOtherName Highbreed]], [[DoesThisRemindYouOfAnything who are determined to eliminate all other races, leaving the "one true race".]] Compared to the original series, those seasons had a [[DarkerAndEdgier darker and more mature approach]], as well as less filler and more continuity between the episodes. They also matured Ben into an OlderAndWiser, [[TookALevelInBadass more competent]] [[TheHero Hero]], giving him more control over the Omnitrix and amplifying his ChronicHeroSyndrome to almost MessianicArchetype level.

Season 3 doesn't really have an Arc Plot, but instead tried to meld in bits of the original series, such as introducing villains of the previous series, putting more filler, [[TookALevelInDumbass severely diminishing Ben's maturity]] and generally toning down the dark tone. The closest thing to an Arc Plot for this season is [[ArchEnemy Vilgax]]'s attempts to finally get his revenge on Ben. This season was generally considered less good than the previous ones, mainly because it made Vilgax go through a severe case of VillainDecay.

This series' GrandFinale set up the sequel series ''Ben10UltimateAlien''.

This show as a whole is notable for starting a major BrokenBase in the Ben 10 fandom: while a lot of fans complained about the often unexplained (or badly explained) changes both in-story and amongst the characters, and remained faithful only to the original series, many others appreciated to see Ben finally getting mature after all the AesopAmnesia in the original show, as well as the CerebusSyndrome it led to. It's commonly believed that the first two seasons were good to decent while the third one was disappointing. In the end, Alien Force was popular enough to last three seasons and allow the franchise to go on, spawning [[Ben10UltimateAlien a similar sequel]] before it was decided to try going back to the Original Series' roots with Ben10Omniverse.

As with the first series, ''Alien Force'' was given a LiveActionAdaptation film ''Film/Ben10AlienSwarm''. General consensus is that it's leagues better than the original's ''[[Film/Ben10RaceAgainstTime Race Against Time]]'' whiles others were disappointing at the fewer Hero changes.
----
!!This show provides examples of:
* AbortedArc: The Forever Knights going after the planet of [[OurDragonsAreDifferent alien dragons.]]
* ActingForTwo: Three, actually; ''The Con of Rath'' guest-stars JohnDiMaggio as Octagon Vreedle, Vulcanus, and the titular Rath.
** Nevermind that Creator/DeeBradleyBaker is pretty much ''every'' Omnitrix alien, plus various others!
* AgonyOfTheFeet: Kevin gets acid spit on his feet.
* AllGirlsWantBadBoys: Gwen towards Kevin.
* AllMythsAreTrue: All mythological creatures are actually aliens living on Earth. Except Bigfoot; that's a guy in a suit.
* AllThereInTheManual: The ''Ask Dwayne'' threads, as stated above, clear up a good number of the apparent plot holes, or at least assure us that explanations are forthcoming.
** At least when they're not [[FlipFlopOfGod being fumbled around by other writers]], [[LyingCreator lying through their teeth]], or giving answers so ambiguous they could mean anything.
* AllYourPowersCombined: ''Busy Box''. The group has to fight off a robot who can not only copy their appearances and abilities, but combine them, too.
* AnAesop
** AesopAmnesia: Particularly blatant with Kevin, who learns in "In Charm's Way" that Gwen still loves him despite his new, monstrous appearance. A few episodes later, he's back to wallowing in {{Wangst}} about how Gwen must not care about him anymore due to him looking the way he does.
* ANaziByAnyOtherName: The High Breed, a race of aliens so obsessed with genetic purity that they seek to exterminate all other races, believing their gene pools to be "inferior".
** While it is true that they are obsessed with genetic purity and believe all other races are inferior, the real reason they are trying to exterminate all other races is because they are all sterile due to inbreeding and are such huge dicks they want to take the rest of the universe down with them.
* {{Animesque}}: Just like its [[WesternAnimation/{{Ben 10}} predecessor.]]
** Could be because it's by the same people who did ''WesternAnimation/TeenTitans''.
* AlwaysNight: There's like only a handful of scenes in this show that take place during daylight.
* AntiquatedLinguistics: Brainstorm often indulges in this.
** In "The Vengeance of Vilgax" this was actually the first weakness of one of Ben's new aliens (not counting Alien X) demonstrated. Spidermonkey attacked Brainstorm while he was busy prattling on. If Gwen hadn't told Ben to just absorb him with the Omnitrix he would've lost.
** This could also be considered an example of SpockSpeak
* ApocalypseHow: Alien X was unable to stop a Class X on Pluto (and a class 4 on the dinosaurs) due to its indecisiveness.
* ArbitrarySkepticism: Kevin matter-of-factly informs Gwen her powers come from her alien bloodline. But he scoffs at Gwen's insistence her powers are magic-based. Turns out the Gwen's alien powers and magic are related.
** The cops in Alan's hometown have no problem accepting the fact that he turns into an alien. But in "Inside Man", the police don't believe Tyler when he says he saw aliens. Keep in mind that Ben10 largely consisted of Ben, Gwen, and Max fighting aliens and other weird stuff, very publicly, for ''an entire summer''.
*** Except those were not cops. They were [=DNAliens=] disguised as cops. By that point in the series, there's good chance none of them were human (At least, not anymore)
* ArtifactTitle: As with the original series, Ben had much more than 10 aliens by the end of the series. He had the ten from the start of the series (sans Alien X), Cannonbolt, Diamondhead, Upchuck, Way Big, Lodestar, Rath, and possibly Ghostfreak, with a grand total of 16 aliens. And that's not if you count the Ultimate forms he gets in the GrandFinale.
** Also, the titular Alien Force didn't exist at all until the end of the second season.
** Additionally, Kevin 11 no longer has 11 superpowers (although he did stop using the nickname about the same time as his HeelFaceTurn).
*** Though his name is still Keven E. Levin....
* ArtisticLicenseBiology: The show features numerous human/alien hybrids, biologically impossible enough on its own. One of these had a nonhuman parent of a species ''made of fire''.
* ArtisticLicenseNuclearPhysics: Considering that the show's writer, DwayneMcDuffie, has a Master degree in Physics, it's almost clear that this was an intentional joke, since the whole epsiode "Fool's Gold" is one itself. SolidGoldPoop, anyone?
** The waste of a certain alien [[BizarreAlienBiology when it eats meat]] is said to be Uranium-1412; an isotope created by the writers, that not only has an incredibly high atomic mass, but also somehow explodes like dynamite when you step on it.
*** Maybe the impossibly-high atomic mass is what makes it so explosive?
*** A molecular mass of this magnitude would have a radioactive half life of (probably less then) milliseconds (means, after some milliseconds, about half of it split up on it's atomic level, another few miliseconds later, it's halved again... and again). Basically, not the "explosive" part is unrealistic, but the "when you step on it"-part: It should blow up in an nuclear explosion just for existing. Instead, it sends Kevin flying in a comical way.
* AsskickingEqualsAuthority: In this series, this is an interplanetary law, allowing anybody who's powerful enough to beat the strongest person on a planet control over that planet. Vilgax conquers planets this way.
* AttackOfThe50FootWhatever: "Primus" ends with Uber-Vilgax VS Way-Big.
* AwesomeButImpractical: [[spoiler:Alien X]].
* BadassBoast: In ''Con of Rath'', Ben (as Rath, the Appoplexian) makes such a boast to Jarret, leader of the Pantophage.
--> "[[CatchPhrase Lemme tell ya somethin']], Jarret of Pantophage! I just jumped down your throat! And if you start a war with Luodans, I'll do it again! Only next time, I'll knit your intestines ''into a sweater''!"
* BadassLongRobe: the Wrench from Season 2's "Voided."
* BadassNormal: Grandpa Max
** You could say that about Ben's parents as well.
*** Hell, even [[SatelliteLoveInterest Julie]] [[TookALevelInBadAss has her moments.]]
* BadFuture: "Time Heals".
* BeachEpisode: ''In Charm's Way'' starts off at the beach, including [[MsFanservice Gwen in a new black bikini.]]
* BerserkButton: Don't harm a child-Vilgaxian in front of Vilgax.
* BewareTheNiceOnes: Gwen Tennyson and Grandpa Max, besides the obvious fact that Grandpa Max is a BadassNormal, he's super, super nice to everyone, but when you push his buttons it's not pretty. Same with Gwen, she's the nicest of the PowerTrio, but when she blows up, THINGS BLOW UP WITH HER. (Obvious Example "Max Out")
* BigBad: The Highbreeds in the first two seasons and [[spoiler:Vilgax]] in the third.
* BigDamnHeroes: A whole parade for the season finale!
* BigEater: Upchuck, [[WesternAnimation/{{Ben10}} just like before]].
* BigNo: Ben has one in "Max Out" when Grandpa Max supposedly kills himself to destroy a [=DNAlien=] factory.
* [[BigRedButton Big Green Button]] The Rustbucket has one.
* BitchInSheepsClothing: The ambassador in Con of Rath may be a subversion, as he had tricked the heroes into delivering a baby as a peace offering, fully knowing it would be eaten, and lying to the protagonists about it. [[ShootTheDog However, he did it to stop a war which had cost them greatly.]]
* BizarreAlienBiology: The alien vacationers in "Fool's Gold" eat popcorn and excrete SolidGoldPoop. [[spoiler: When they eat meat, they instead grow to giant-size and start eating everthing in sight before splitting up into a hundred copies. Ever heard of Mars? They used to call it the Popcorn Planet!]]
* BladeBrake: Kevin does this on a collapsing space station in the episode "Vendetta".
* BookEnds: In the first episode of the series, the first transformation Ben uses to fight is Swampfire. In the series finale, Ben uses Swampfire's SuperMode in the last fight of the series.
** While Ben was wearing in the end Ultimatrix, last Omntrix form was also Swampfire. Also First season end too with Swampfire as last alien, just like in [[WesternAnimation/{{Ben 10}} original series ]]
* BoredWithInsanity: Paradox got bored of [[GoMadFromTheIsolation going mad]] after [[LivingRelic a few thousand years]] of it, so instead he decided to go sane. '''Very, very sane'''.
* BornWinner: Pretty much the big issue Charmcaster has with Gwen, with the whole "stole my spellbook" thing on the side. Charmcaster had to work and study for her magic, while Gwen was born half Anodite, "made of magic", and thus her learning came easier to her.
* BoisterousBruiser: Ben as Rath
* BookDumb: Kevin, who is not only very clever and resourceful but who is extremely knowledgeable about alien technology and their inner workings, but when it comes to subjects here on Earth he's clueless, due to never actually going to school. Played for laughs in one episode where he attempts to light a match in a cave and doesn't realize the crates around his labelled TNT are filled with explosives, leading to a brief WesternAnimation/LooneyTunes-esque gag.
* BrainwashResidue: Albedo copies Ben's appearance and Omnitrix. He also gains some of Ben's characteristics, like eating junk food. After having his Omnitrix broken, stuck with Ben's color-swapped form, and taken to prison, he shouts, "BRING ME CHILI FRIES!!!"
* BreakingInOldHabits: One of Ben Ten's alien enemies was trapped in a duplicate of Ben's body. Among his complaints: the hands, which had an alarming tendency to touch "places I suspect are inappropriate."
* CallingYourAttacks: In this case, calling your aliens. This may be a compulsion from the Omnitirix: [[spoiler:Vilgax's blank DNA robots in the finale do it, but Negative Ben/ Albido doesn't when using the new Ultimatrix.]]
** Rath does a few of these, with the best one being "Serious Sirius Buttkicking!"
* CatchPhrase: Rath "Let me tell'ya somethin'"
* TheCavalry: The season 2 premiere, when Ben, Kevin, a Highbreed, and a Plumber Magister are all captured by [[spoiler: Michael Morningstar, now known as Darkstar]], Gwen leads a squadron of ''[=DNAliens=]'' into the battle to stop him.
* TheChosenOne: Ben plays this up and milks it for all its worth. "Ben Tennyson, Wielder of the Omnitrix!"
* ChronicallyCrashedCar: Kevin's car repeatedly gets destroyed in various ways.
* {{Claustrophobia}}: Or as Gwen puts it:
--> Gwen: (defensive) "I am so not claustrophobic, [[ShapedLikeItself I just can't stand to be in tight, closed spaces, okay?]] (increasingly frantic) ''You have a problem with that?''"
--> *Beat*
--> Ben: "Ooookay. I think I'll go first..."
* ClearMyName: Ben and team help a Plumber's kid accused of burning crop circles into local farmlands, and prove he was innocent.
* ClingyMacGuffin: the Omnitrix.
* CloningBlues: The Vreeedle brothers have died repeatedly and come back using expired cloning kits.
* ClothesMakeTheManiac: An [[AppliedPhlebotinum alien cybernetic glove]] ends up in the hands of a bully Ben has known since childhood.
* {{Cloudcuckoolander}}: Ben. [[CharacterizationMarchesOn It becomes more noticeable as the series progresses]].
** Premium example in the episode where Charmcaster shows up: a {{Brainwashed}} Kevin is told to retrieve Gwen, so he deadpans a number of cover-up activities to get her out of the house (stock-car races, going on patrol, going to the planetarium). Instead of realizing that something's up, he reacts hilariously enthusiastically to every suggestion.
---> '''Ben''': "I bet I'd be a great race car driver! * Vrrroooooom!* "
* ComboPlatterPowers: All of the Alien Force alien forms to various extents, particularly Swampfire, Big Chill, and Echo-Echo.
* ConspicuousCG: Grandpa Max's mobile home, and pretty much any flying ship
* ContextSensitiveButton: The Rustbucket at times.
* ContinuityNod: Ben encounters other aliens and/or people which bear the same forms as his [[WesternAnimation/{{Ben10}} younger self]] was able to pull from the Omnitrix at the time.
** Ben's soccer jersey is the same shirt design he wore during Ben10.
** Several villains from the original series such as Volkanus (Though he appeared in an earlier episode) and Charmcaster have returned in Season 3, the latter having mentions to Ben and Gwen's encounters.
** ''Time Heals'' starts off with Gwen back in her old Lucky Girl costume, "acquiring" the Archamada Book Of Spells.
* CoolCar: The Rustbucket, and Kevin's Car
** Subverted with Gwen's brother's car, the Awesomobile.
* CoolShip: Ship, the Galvanic Mechamorph.
* CooldownHug: Kevin to Gwen in the Season 2 Finale
* CouldHaveBeenMessy
* CrouchingMoronHiddenBadass: Ben, especially by Season 3.
* CursedWithAwesome: As of Season 3, Kevin is [[ShapeShifterModeLock stuck]] in an ugly composite form, made of stone, crystal, metal, and wood, with no way of changing back to his normal human form. On the other hand, now he can turn his limbs into hammers and other weapons ''a la'' ComicBook/{{Metamorpho}}, and has been far more effectual in combat as a result.
* CutenessProximity: Even Rath has to admit that the marshmallow-looking alien baby is cute.
* DarkerAndEdgier: Literally. Is it ever even day in this show?
** The implication is that this show isn't happening during summer break, so the heroes often go through school in the day.
* DeathByOriginStory: [[spoiler:Devin Levin]]
* DidYouGetANewHaircut: Word for word, by Argit on seeing Season 3 Kevin. Twice (in "Simple" and "Con of Rath").
* [[spoiler:DiscardAndDraw: The series finale sees Ben destroy the Omnitrix via voice-activated self destruct. By the end, it's replaced with the Ulti-Matrix.]]
* DiminishingVillainThreat: The Forever Knights ''were'' an ancient cult seeking alien technology to facilitate their world conquest. Now, it seems it started in trying to find tech to kill an alien dragon. Fortunately corrected in Ben10UltimateAlien.
** Vilgax received a new, physically less impressive design, was defeated several times by Ben.
** After being a big threat in her debut episode due to powerful magic and cleverness, Charmcaster returns in an alternate timeline in "Time Heals", constantly boasting about how she killed that timeline's Gwen...only to get [[TheWorfEffect kicked around by present-Gwen on multiple occasions.]] It leaves one with the impression she only managed to kill her timeline's Gwen because she got lucky.
* DisapprovingLook: Ben gave one to Kevin for stealing from a Forever Knight castle.
* DungeonmastersGirlfriend (Julie)
* {{Egopolis}}: Vilgaxia? Seriously?? The only thing missing are ridiculous statues and art of their "king".
** It was named by the people because he is surprisingly benevolent to his own kind.
* EatsBabies: From "Con of Rath", [[spoiler:Rath!Ben jumps down the Pantophage ruler's throat (to retrieve a baby prince, or course), then threatens to do it again and knit his intestines into a sweater if he doesn't agree to a peace treaty with the Luodans.]]
--> [[spoiler:[[PunctuatedForEmphasis Eating. Babies. Is NOT. COOL!]]]]
* EmbarrassingMiddleName (Kevin Ethan Levin, or "[[PunnyName Kevin E. Levin]]". Ben wastes no time in mocking him when he finds out.)
** Ben's own middle name is Kirby.
* EmpathicWeapon (the Omnitrix)
* EnemyMine (In Episode 15, "Alone Together", Ben and a Highbreed have to work together when they get sent to another planet and have to find their way home. [[spoiler:In the end, the Highbreed stays behind as he believes [[GoodIsDumb Ben "infected him" with human emotions]] after he saves Ben's life. In the Season 2 Finale, Rhiney, said Highbreed,, comes around and returns to his home, [[BigDamnHeroes at the most opportune moment]] [[ChekhovsGunman to convince the Highbreed to stop the invasion]]]]
** Happens briefly in an earlier episode, when Ben & company must work with [[spoiler:a Plumbers Magister AND THE D.N.ALIENS to defeat Darkstar.]]
** Also, in the Season 2 Finale, the team recruits [[spoiler: Darkstar]] for their attack on the Highbreed headquarters.
** More surprisingly, Ben teams up with ''[[spoiler: Vilgax]]'' of all people!
*** [[spoiler: [[To fight Ghostfreak!]]]]
** Kevin and [[spoiler: Darkstar to solve their mutual problem with freaky appearance]].
*** [[spoiler:[[StatusQuoIsGod But by the end of the episode, they're back to square one.]]]]
* EvenBadMenLoveTheirMamas [[spoiler: The first thing Kevin does when he gets an official Plumber's badge is head home to show his mother.]] Aww.
* EvenEvilHasStandards: Vilgax may be a world-conquering bastard, but he still cares about his own kind. Especially children. Although, some would consider it DiminshingVillainThreat on his part.
* EverythingsBetterWithDinosaurs: Humongasaur
* [[EverythingsBetterWithMonkeys Everything's Better With (Spider)monkeys]]
* EvilDebtCollector: The Vreedle Brothers, sent by one of Upgrade's species to retrieve Ship, whom he dumped on Ben in season 1.
* EvilerThanThou: The Highbreed. While Vilgax merely wants to conquer every planet in the galaxy, The Highbreed ''[[ANaziByAnyOtherName want to cleanse the ''universe'' of all other races]]'' not to mention that WordOfGod states that they are far more powerful than Vilgax.
* ExposedExtraterrestrials: Gwen's grandmother. Of course, her entire body is luminescent.
* {{Expy}}: Hoo-boy...
** Swampfire looks like a [[Anime/DigimonAdventure02 DNA Digivolve]] of Heatblast and Wildvine
*** And he has Benmummy's regeneration.
** Similarly, Ghostfreak + Arctiguana = Big Chill
** Humongasaur is part strong guy (Four-Arms) and part really-big guy (Waybig)[[spoiler:, who returns in season 3, yet sees little actual use, thanks to the Omnitrix's attitude.]]
** [=EchoEcho=] is basically Ditto without the [[WesternAnimation/{{Animaniacs}} Animaniacness]] but with Benwolf-esque sonic powers
** Chromastone replaces Diamond-Head. [[spoiler: This is flipped around in Season 3.]]
*** He also looks like a bipedal [[Franchise/{{Pokémon}} Gigaiasu]]
** Brainstorm combines Grey Matter's brains (but not his lack of size) with psycho-electric powers that are a tiny bit like Benviktor's.
** Jetray replaces Stinkfly as "the flying one", and can apparently swim to make up for a lack of Ripjaws.
*** He also has XLR8's speed, and Eye Guy's eye lasers.
** Spidermonkey has the other part of Fourarms (having.. four arms), but is more of a LightningBruiser, with SpiderMan's primary gimmicks.
** Also, Paradox may be somewhere between an {{Expy}} of and an extended {{homage}} to Series/DoctorWho.
*** Homage to be sure. He actually says the (fourth) Doctor's iconic "I walk in eternity" line. And he's played by [[TheManFromUNCLE David]] "[[Series/{{NCIS}} Ducky]]" [=McCallum=]. So is thus made of pure awesome.
*** He also resembles [[Comicbook/{{Watchmen}} Dr Manhattan]], with the glowy blue pulled out to form a new character. He even transports our heroes off Earth for a bit.
*** He may also be a homage to Walker from the ''{{Nightside}}'' series, owing to that pocket-watch with shortcuts to every where and when, and the smart suit he wears. If only he had a cane, though...
** Besides the aliens, the PowerTrio has its dynamic shift a little- Ben has become more like his grandpa, mature and level-headed, while the roguish and hotheaded Kevin resembles younger Ben. Gwen is about the same, though a little less [[BrattyHalfPint bratty]].
** On top of that, [[BountyHunter Seven-Seven]] is just Six-Six with a better arsenal. In fact, in a marathon of the first series, they mention Seven-Seven ''is Six-Six's brother'', so he's not so much an expy as he is an older brother.
** ''The Con of Rath'' introduces us to a new Omnitrix alien: a broad-shouldered, feral savage with a quick temper, razor-sharp claws jutting from his knuckles, and a tendency to solve everything with violence. [[{{Wolverine}} Sound familiar?]]
*** Not just familiar! He sounds Gr-r-reat!
*** The same episode also features a new villain, Jarret, King of the Pantaphage: a large, red, demonic overlord with long white hair. Kinda sounds like [[WesternAnimation/TeenTitans Trigon]] to me...
*** Actually, the Tiger motif, the wrestler nature and the aggression makes me think of [[NoMoreHeroes Travis Touchdown]]. It also makes him look as if [[MortalKombat Kintaro]] had only two arms.
*** Of course he sounds familiar! [[CompletelyMissingThePoint John DiMaggio is using the same voice he does in most of his roles]].
** Darkstar in his debut resembles [[WesternAnimation/TeenTitans Slade with Raven's powers...]] [[spoiler:technically he had the same powers he did as Morningstar, but with the FX now resembling Raven's Zinthos-mojo.]]
*** But his habit of wearing a helmet is more like [[Comicbook/FantasticFour Doctor Doom]].
** The Highbreed, [[Series/{{DoctorWho}} a race of super powerful aliens made of "perfect DNA" who hold utter disdain for anything even remotely different from them, declaring all out war on the universe in order to eradicate any species that is not a Highbreed.]]
* ExtraStrengthMasquerade: Like its predecessor, the show is ''really'' inconsistent with regards to whether the existence of aliens, robots, and mutants is commonly accepted knowledge, or whether such things are supposed to be regarded as myth by the general public.
* FacelessGoons: The [=DNAliens=] are a literal example, since ''they have no face''
* FamilyUnfriendlyDeath: The pilot depicts a [[FacelessMooks Forever Knight]] dying by being disintegrated in the explosion of his own dysfunctional weapon. As he dies, you can see his skeleton as he is disappearing. As if it was not enough, it is revealed mid-season that the [[TheMooks DNAliens]], the [[BigBad Hightbreeds]]' minions who the heroes frequently killed, are actually mutated humans themselves. Especially considering Darkstar is seen sucking their innards out in one episode.
** The premiere episode had a scene that averted the BloodlessCarnage trope on a TV-Y7-FV rating. Specifically, after a particularly intense fight, Ben looks to the stomach of the alien helping him, saying "your suit is leaking water". The alien puts his hand to the bluish liquid, brings it up within view of the camera, and gravely mumbles "that's not water" before falling down into his death throes.
* FanservicePack: Myax from the alien force finale. She went from basically pre-exploded Vilgax with a female voice, to suddenly growing breasts, and resembling Max's old flame Xylene in appearance.
* FantasticRacism: The Highbreed, who served as BigBad of the first two seasons, looked down on any and all non-Highbreeds, especially humans, viewing them all as mongrels and vermin. They didn't even try to hide it: the Highbreed Commander that Ben fought in the pilot episode openly and relentlessly insulted him with remarks like "filth" and "scum", and when Ben [[ManBitesMan bit his hand]] to escape a NeckLift, freaked out and declared that Ben had "[[HumanityIsInfectious infected]]" him. Unusually, they were content to merely avoid contact with other species in the past. The reason they started their campaign to "cleanse" the universe is because [[spoiler: they discovered that their species has become sterile and will go extinct in a generation or two. [[SuicidalCosmicTemperTantrum They just can't stand the idea of "inferior" beings outliving them.]] However, using the Omnitrix to hybridize them and cure their genetic damage, Ben convinces the Highbreed to drop their villainous ways and reform.]]
* {{Filler}} - The entire second half of Season 1 (From Ep 7, "Pier Pressure" onwards). Season 3 is also riddled with this.
* {{Flanderization}}: By season 3, Gwen went from calm, mature and responsible with occasional {{Tsundere}} outbursts to stern, serious, but short-tempered, stubborn, moody and snarky.
* GadgeteerGenius: Cooper
* {{GASP}}!
* GeniusLoci: The planet Primus, source of the Omnitrix's alien DNA samples. The planet itself displays no signs of this, but Azmuth claims that it is in fact alive.
* GenreSavvy: Kevin knows enough to ignore [[spoiler: Darkstar]] when he demands Kevin hand over the MacGuffin in the IndianaJones-esque temple.
** He also knows better than to ignore Azmuth when he gives cryptic warnings, and opts to not let his pride get in his way and say so, rather than ending up mutated or worse. Ben, on the other hand...
* GettingCrapPastTheRadar: Kevin's powers might be related to absorbing the properties of surfaces he touches but he's still Gwen's boyfriend...
-->'''Gwen:''' Find something to touch!
-->{{Beat}}
-->'''Kevin:''' (Looks to the sword he's handling) Oh, right!
* GirlinessUpgrade: while Gwen wasn't that much of a tomboy in the original series, she clearly became more girly in Alien Force, being provided a new outfit including a skirt.
* GoBackToTheSource: The Omnitrix has an artificial planet called Primus that holds the universe's DNA bank, it must return to, on occasion.
* GoodEyesEvilEyes: In the series finale, [[spoiler:Albedo's eyes glow red in his alien forms. Gwen uses this fact to recognize Ben as Swampfire at the end, because his eyes are still green.]]
* GrandFinale: Aptly titled ''"The Final Battle"''
* GreenSkinnedSpaceBabe: Verdona (except purple...and being an energy being, having no actual skin; just a vaguely female-humanoid shape)
* HalfHumanHybrid: most of the characters introduced in this series and even [[{{Retcon}} retconned]] in for the main characters.
* HeIsNotMyBoyfriend
* HeelFaceTurn: Kevin, who also counts as a HeelFaceReturn.
** [[spoiler: The Highbreed]]
* HereWeGoAgain: [[spoiler: The end of the Season 2 Finale ends with the Omnitrix reset, leaving Ben with 10 completely ''new'' aliens, yet again.]]
** [[RetCon Retconned]] as of Season 3. See RedHerring down below.
* HeroicSacrifice: Quite a few actually,
** In the second episode, [[spoiler: the plumber agent saves Kevin's life, but tears his suit - since he doesn't breathe air, he]] dies. This is considered part of the reason Kevin agrees to help Ben for the rest of the series.
** Later on [[spoiler: Max]] uses a weapon to [[spoiler: send all of the D.N.Aliens and the Highbreed in the area, along with himself to the Null Void]] saving Ben and his friends.
** Before that [[spoiler: Devin Levin]] saved [[spoiler: Max]] by jumping in front of a lethal blast from [[spoiler: Ragnarok]]
* HypocriticalHumor: Kevin's mocking of [[ThemeTwinNaming Ben, Gwen and Ken's names]]. In ''If All Else Fails'', we learn the name of his father: [[spoiler: Devin]]. And then [[spoiler:in the Ben 10,000 arc his future son is named ''Evan''.]]
* HumanityEnsues
* HumanityIsInfectious
* HumanoidAliens
* IdiotBall: - Ben's parents in "Grounded" apparently have a matching pair. Yes, Ben lied to you. Oddly enough, not actually the most important detail in that conversation. That freak-out you're currently experiencing? That's WHY he's been lying to you.
** Not to mention Cash and J.T. in "The Gauntlet"
--->'''J.T.''': You mess up Kevin's car, and everyone will know you're bad-the baddest in town! They'll be talking about it for years.
** Albedo for believing Vilgax when he said he was no longer interested in the Omnitrix after years of pursuing it.
*** ''Everyone'' on this show is gonna get a chance to hold the IdiotBall at some point.
* IfYouKillHimYouWillBeJustLikeHim: Gwen's afraid of this happening to Kevin in "Vendetta"
* IKnowYouAreInThereSomewhereFight: "Ghost Town"
* ImpairmentShot: Tyler's view of the road blurs and doubles in "Inside Man".
** Kevin after getting zapped by a device in "Trade Off"
* ImportedAlienPhlebotinum (the Omnitrix)
* InkSuitActor: According to a source, Ben's parents in this series were designed from and voiced by their live action counterparts from ''Race Against Time''.
* InstantExpert: Alan the half-Pyronite - in the teaser, he's having trouble flying. By the end of act 1, he's trick flying and Jetray is having trouble keeping up with him. For that matter, he flies better than Ben ever did onscreen as Heatblast...
** Not to mention Ben seeming to automatically know what his powers are when transforming into a new alien.
*** This could be because of the "updates" the Omnitrix received at the premiere, he had no clue in the original series.
* JerkAss: Argit
* JerkWithAHeartOfGold: Kevin
* KidHero: (although a bit more mature than [[WesternAnimation/{{Ben10}} the original]], Ben still fits into this trope.)
* KidWithTheRemoteControl: Julie to Ship.
* KilledOffForReal: The Vreedle brothers; see Cloning Blues above.
** [[spoiler:Kevin's dad.]]
* LampshadeHanging: ''Sumo Slammers: Hero Generation''. That is all.
* LargeHam: Omnitrix-newbie Rath. To quote his lesson for the episode:
-->[[spoiler:Eating. Babies. Is NOT. COOL!]]
* LawfulStupid: Alien X again. His mind is typically made up of a voice of rage and aggression and a voice of love and compassion. Without Ben as the voice of reason, they are too busy debating what to do next for Alien X to even move. This is not as in "just stands there" as much as it means "frozen in the exact same position, not even able to walk or blink." And they have been doing this since at least the extinction of the dinosaurs.
* {{Leitmotif}}: A snippet of the original WesternAnimation/{{Ben 10}} theme song describing Ben can be heard in the theme song.
* LightheartedRematch: Ben and Kevin have a playful fight, ''five years'' after they spent several months fighting each other with extreme enmity. Of course, that's mainly because Kevin [[SameCharacterButDifferent is a drastically different character in this series.]]
* LimitedWardrobe
* LovableRogue: Kevin
* LoyalPhlebotinum: The Omnitrix proves to be this after Vilgax successfully steals it, but Ben is still the only one who can activate it.
* MagicPants: AKA The "Broadcast Standards and Practices Modesty and Y-7 Rating Preserver." AKA, Kevin's unexplained black underpants in season 3.
* MagicSkirt: Though Gwen wore tights, too, so even if her skirt were to fly up, we still wouldn't get a PantyShot.
* MakeMeWannaShout: Echo Echo's other power, besides duplication. They can also transfer the concussive wave across speakers or amplify it by shouting through each-other.
* TheManBehindTheCurtain: Double-subverted with [[spoiler:D'Void, who turns out to be Dr. Animo within moments of talk that D'Void was invincible]]; he shook off Ben easily, thanks to newfound power, [[spoiler:which turned out to be from the drill, which of course was later destroyed]]
* {{Mana}}: The force used for magic and energy powers.
* MatchlightDangerRevelation: Subverted in one episode where they're in a dark cavern & Kevin lights a match to see, revealing that the chamber is filled with crates of TNT. Gwen immediately blows the match out before it can set off the explosives. Annoyed, Kevin tries to light another match, only for Ben to blow that one out too. Apparently Kevin's not a very fast learner.
** Subverted in the season 3 premiere, where Ben goes Swampfire...in the methane-filled sewer tunnels.
* MeaningfulName: The Incursion Empire, a warmongering species.
** Pretty much all the alien species names, such as Rath the [[UnstoppableRage Apoplexian]].
** The High Breed call themselves that because, obviously, they think their race is superior. However, it takes on a second meaning when [[spoiler:in order to allow the species to breed, Ben uses the Omnitrix to mix their DNA with a variety of different alien DNAs, making them a Hybrid species.]]
** [[spoiler:The Ulti-Matrix, which can evolve it's aliens to their [[HollyWoodEvolution highest forms]].]]
** Kevin's full name is revealed in ''Alien Force''. Kevin means 'handsome', while his middle name, Ethan, is 'strong'. His last name, Levin, is a form of Lewin, which means 'beloved friend'. Guess how Gwen sees him?
** Albedo is the measure of the reflecting power of a surface, just as Albedo is a reflection of Ben; albeit in a funhouse mirror.
* MentorOccupationalHazard [[spoiler: Or so it seems at first]]
* MessiahCreep: Ben - "No sacrifices."
* MicroMonarchy: Zanovia, the European monarchy that called in Ben and his team to help with a revolution brewing.
* MindRape: Ken Tennyson
** By extension, any human turned into a [=DNAlien=].
* MisterSeahorse: Ben himself in the form of Big Chill in ''Save the Last Dance''
* {{Mook}}s: The [=DNAliens=]
* MonsterIsAMommy: Again, Big Chill
* MonsterOfTheWeek
* MoralityPet
* TheMovie: ''Alien Swarm''. And another live-action one, at that.
* MsFanservice: Gwen appears a couple of times in revealing bikinis.
* MyLittlePanzer: The robot that can shapeshift, mimic other peoples abilities and combine them? It's a childs toy.
** ...from several physical dimensions over...
* [[BondJamesBond The Name Is Bond, James Bond]]: In Episode 15, "Alone Together" Ben introduces himself to a Highbreed as "Ben; Ben Tennyson". From that point on the Highbreed addresses him as "Benben Tennyson".
** "Rhiney" continues to do this [[ContinuityNod in future appearances]].
* [[MyNameIsInigoMontoya My Name Is]] [[spoiler: [[MyNameIsInigoMontoya Kevin Ethan Levin]]]], YouKilledMyFather, PrepareToDie: [[spoiler:Kevin says [[Literature/ThePrincessBride the whole line]] to Ragnarok. [[ShoutOut Verbatim]].]]
* NamesToRunAwayFromReallyFast: Ragnarok
* NeverSayDie: Averted quite a number of times in Season 2 and onwards.
* NeverTheSelvesShallMeet: In ''Time Heals''. Averted when [[spoiler:Gwen travels back to the season premiere to keep Kevin from mutating]], and literally when [[spoiler:she arrives in the new present, where her alternate self was previously killed in battle by Charmcaster.]]
* NewSuperPower: Mostly averted (many new aliens are simply combinations of the older ones) until Lodestar shows up a few episodes into the third season.
* NiceJobBreakingItHero: Quite literally in the Season 3 when the trio overload the watch trying to get it to access more alien forms (granted it was well intentioned). Gwen also pulls one in "Time Heals" via time travel.
* NighInvulnerable: Alien X. Good thing too, considering the Voices are too concerned with debating to ''walk''.
** Lodestar is also about as invincible.
* NoIndoorVoice. '''RATH.'''
* NonLinearCharacter: Paradox.
* NotQuiteDead: [[spoiler: Grandpa Max's HeroicSacrifice in "Max Out" had actually sent him into the Null Void, as learned in ''Voided'']]
* [[NoHuggingNoKissing No Kissing]]: Gwen/Kevin shippers have speculated through the entire season if/when Gwen and Kevin would get an on screen kiss. [=Dwayne McDuffie=] continually stated it would always stay off the airwaves. [[spoiler: Subverted. It eventually happens at the end of the series finale. Kevin regains his human form after the original Omnitrix was destroyed and Gwen indulges in a "victory kiss".]]
* OffscreenMomentOfAwesome: The final battle with Vilgax involves Vilgax going OneWingedAngel...and we don't actually get to ''see'' the fight and Ben defeats him offscreen...
* OmniscientDatabase: Somewhat subverted; the Codon Stream on planet Primus is the ''actual'' source of the Omnitrix's DNA samples; the Omnitrix itself is a sort of wireless reciever.
* OneWingedAngel: Both the heroic and evil versions. And the heroic version, Alien X, is both played straight and nastily subverted.
* PaletteSwap: Albedo becomes a non-videogame example after his copy Omnitrix is damaged.
* PapaWolf: Rath, when he [[spoiler:rescues the Luodan Prince Tiffin.]]
* ParadoxPerson: A monster from 50 years in the past that accelerates time destroying a town and Ben and the gang is told the creature does not hold order in the time stream by a being whose existence himself is like a paradox.
* ParentalBonus: In the episode "The Gauntlet," Ben brings juice for Kevin and Gwen. Kevin dismissively tells him to go away, so Ben sets the drinks down, but on second thought grabs Kevin's drink and says, "No juice for you!" This is a reference to the ''{{Seinfeld}}'' episode "The Soup Nazi," in which the eponymous character's catchphrase is "NO SOUP FOR YOU!" when proper etiquette is not followed at his soup stand.
* PenalColony: In the episode ''Voided'', it's revealed the Null Void was originally created by the Galvans as one of these, and while there are still prisons there for the more dangerous criminals, several land masses are actually inhabited by the now peaceful descendants of the original prisoners.
* PetTheDog: In two episodes in a row, a featured villain (Charmcaster and Vilgax) save the life of a child (Charmcaster levitates a boy away from being hit by a truck, and Vilgax defends one of his species' children from Ghostfreak's minions.) The two still engage in evil-doing afterwards, though.
* PhraseCatcher:
--> Ben:
--> Kevin: "Let it go, Tennyson/Ben."
* PlantAliens
* PlotHole: A number of these have popped up in the series and usually come with a {{Retcon}}, but others aren't patched up. One example being Vilgax [[spoiler: getting the Omnitrix and being unable to use it. Even though in the first series he had extensive knowledge of the Omnitrix, even in the series finale of Alien Force he had better understanding of it than in the earlier episode.]]
** There are a few situations where Ben transforms ''in public'' without compromising his secret identity. This is particularly the case with "The Gauntlet", where a fight scene happens near a Mister Smoothy, with either none of the townsfolk leaving the scene, or the few that stayed being there long enough to see Ben transform into Chromastone or back.
* PluckyGirl: Julie. Gotta give the girl ''some'' credit for how she handles the whole alien thing.
* PlutoIsExpendable: because "it was a dwarf planet".
* PoorCommunicationKills: Gwen never mentions to her [[ShapeshifterModeLock Mode Locked]] boyfriend, even in passing, that she's been constantly searching for a way to help him. Obviously this is because...er...they couldn't have a fight about it otherwise?
* PowerCopying: See AllYourPowersCombined.
* PowerEchoes
* PowerTrio: Ben, Gwen, Kevin
* PrideBeforeAFall: Ben's cocky attitude, which began coming about after saving the world from the Highbreed, is a prime example. His ego results in the Omnitrix resetting to its faulty first series self, as well as turning Kevin into another amalgamated monster.
* ProductPlacement: Most likely accidental; Mr. Smoothie is a real franchise of juice bars in New York, Pennsylvania, New Jersey, Virginia, North Carolina, and coming soon in Ohio.
* PunctuatedForEmphasis: After a particularly bad Omnitrix malfunction:
-->'''Ben:''' YOU! ARE A PIECE! OF JUNK!
* PunnyName: One of the Plumbers' Kids has pointy spines...and is named Pierce.
** Kevin E. Levin, anyone?
** Rath's species is known as an "Apoplexian".
* RealityWarper: Alien X. Too bad the Voices are indecisive to the point of inaction.
* ReasonableAuthorityFigure: When Ship is being repossessed, Kevin and Ben go to the Judge who issued the order, one of Raff's species. Despite Kevin insisting on doing the talking, Ben tries to smooth talk his way out, and ends up making the situation worse, and destroys the Judge's bench. The Judge also recognizes Kevin, having tried him for numerous crimes. Despite all these mishaps, the Judge mostly keeps a straight face, and rules in favor of Ben, because he did just save the universe.
* RedHerring: At the end of Season 2, Ben supposedly had 10 completely different aliens. However, in Season 3, he still has all the aliens from the previous seasons (Except maybe Alien X), in addition to Cannonbolt, Upchuck and Way Big ([[spoiler: Also, Diamondhead replaces Chromastone if you count the premiere's ending]]). [[WildMassGuessing This could be that Ben was able to modify the Omnitrix and give it aliens he's previously transformed into]]. Otherwise, damn you, SecondHandStorytelling!
** With how different many of the 'returning' aliens look in Season 3, it could be Ben dialed one up and had a cloudlander moment so he didn't recognize the differences.
* RememberTheNewGuy: Ken, Gwen's older brother who was never mentioned or even suggested she even had any siblings up to that only episode he has appeared in. After that he is never mentioned again. Suggesting he was created solely to give Max a reason to come out of hiding.
* {{Retcon}}: Just a few major examples:
** Pretty much ''everything'' about Kevin: Kevin's dad is supposed to be a Plumber that he got his powers from, but it's specifically stated before that his powers were a mutation that nobody knew the cause of, and it's what caused his [[HaveYouTriedNotBeingAMonster parents to kick him out.]] His powers also changed, now simply absorbing a shell of material around his body instead of absorbing, storing, and redirecting energy (though WordOfGod stated [[{{Handwave}} he's always been able to absorb matter and energy]]). Also, when he mentions his Plumber father, he says that he's talking about his "''real'' father." and in the first season finale of ''Ultimate Alien'', it's revealed that Kevin's stepfather is actually a good person, and that Kevin wasn't kicked out, but went insane with power, destroyed the house, and ran away.
** In "What Are Little Girls Made Of?", it was stated all magic is really reality-warping scifi-powers caused by aliens, though they've since backtracked somewhat on this and Gwen even still has Charmcaster's spellbook and now the Archamada Book Of Spells. [=McDuffie=] also said Hex and Charmcaster are human practitioners of magic, though it's since been revealed that Hex and Charmcaster themselves are from another dimension.
*** Related to this is the status of Verdona. In "What Are Little Girls Made Of?", we find out she's alive (and the reason for Gwen's powers). In the original series, in the episode, "The Visitor", it's implied ([[NeverSayDie though not stated]]) that she was dead.
** In the original series the Omnitrix aliens' names were just something Ben made up himself, as evident when his future self said he quit naming them because he gained so many. In this they're apparently "file names" the Omnitrix stores them under as evidence by the case of TransformationNameAnnouncement. Then again, Ben actively names Brainstorm after transforming into it the first time, and shouted the name after transforming each time after that. And Albedo, who creates a copied Omnitrix based on Ben's, doesn't shout out the names. So it's almost certainly still just a personal quirk of Ben's.
** The Plumbers themselves: In the original series, they were a defunct TheMenInBlack-type organization, and all human (and many were ''very'' anti-alien) with [[GreenSkinnedSpaceBabe Xylene]] only being an honorary member. In AF, they're now a still-active interstellar police force, and pretty much all of the known human members married aliens.
* RetGone: At this rate, the Ben 10,000 timeline has become an alternate one.
* TheRightOfASuperiorSpecies: The High Breed believe in this.
* RuleOfCool
* SacrificialPlanet: In the episode "Fool's Gold", mischievous but harmless aliens come to a village every 17 years where they eat massive quantities of popcorn and [[SolidGoldPoop defecate solid gold]]. When the town's mayor gets greedy and kidnaps one, he gives the alien a steak, causing the alien to grow into massive size and defecate unstable uranium. The alien's friend tells Ben that Mars "used to be called The Popcorn Planet" before his kind came there.
* SameCharacterButDifferent: Pretty much everyone. The most drastic change is with Kevin. In the first series, he's an eleven-year-old sociopath who couldn't care less about crashing a money and passenger train together, killing hundreds of people for some cash. Then he's suddenly a love-struck teen and friends with Ben!? No amount of CharacterDevelopment could explain having a completely different personality...although [[Ben10UltimateAlien the next series tries it's luck at it.]]
* SaveTheVillain: Looks a ''lot'' like it's going to happen at the end of "Vendetta", but [[spoiler:Kevin is not so inclined to save his [[YouKilledMyFather father's murderer]], and Ragnarok ends up spaced and [[HurlItIntoTheSun thrown into the sun]].]]
** Played striaght in the third season finale with Krabb.
--> '''Kevin:''' In my defense, [Gwen] forced me to save him.
** Also, in the same finale, with Albedo, whom Ben frees from Vilgax and lets him escape the ship, presumably by ejection pod.
* SawItInAMovieOnce: Julie's IKnowYouAreInThereSomewhereFight with [[spoiler: Ship, who had been {{MindControl}}led by the Forever Knights]]. She tells Ben "You're not the only one who saw 'Brain Stealers From Outer Space'" when he asks how she knew to do that.
* ScaryDogmaticAliens: The genocidal Highbreed.
* SchmuckBait: the Vreedles [[spoiler:announcing a bounty on Rath, whose alien species ''clearly thrives off of the FoeTossingCharge'']]
* ScreamDiscretionShot: ''Max Out''
* SecretLegacy
* SelfDeprecation: The finale has Ben talking about how his favorite show changed and became unpopular, in the process highlighting pretty much every complaint about this series compared to the original.
** Additionally, the changed show-within-a-show had gained a new subtitled - Hero Generation, the working subtitle of Alien Force.
* SesquipedalianLoquaciousness: Brainstorm
** And to a lesser extent, the Vreedle Brothers. Or at least Octagon.
* SetRightWhatOnceWentWrong: ''Time Heals''. Gwen tries to undo the explosion that got Kevin trapped in ShapeshifterModeLock. It... [[BadFuture doesn't turn out well...]]
* SheCleansUpNicely: Gwen and Kevin both doll up for their date and both of them can only say "Wow" to the other's all dressed up appearance.
* ShipSinking: Most noticeably the show's infamous KissingCousins. Unfortunately, it didn't quite work out the way the writers hoped it would due to...
** ShipsThatPassInTheNight: Gwen and Kevin fall in love pretty damn quickly for two characters who barely had any interaction in the original series, and when they did, it wasn't positive.
* ShoutOut: The show is fond of these.
** [[Series/{{Seinfeld}} "No juice for you!"]]
** [[WesternAnimation/TheSimpsons Worst. Roadtrip. EVER!]]
** Upchuck, the ExtremeOmnivore alien, is a Gourmand from the planet Peptos. Matter-Eater Lad, the ComicBook/{{Legion Of Super-Heroes}} member with the same power, comes from the planet Bismoll.
** Paradox's "I walk in eternity" is a direct quote from Series/DoctorWho.
** "The Con Of Rath" to ''The Wrath Of Khan''.
** One of the Forever Knights yells "[[Film/MontyPythonAndTheHolyGrail "RUN AWAY!"]] [[spoiler:when Ship breaks their mind control and turns on them... [[OhCrap while still outfitted with their weapons]].]]
** [[Literature/ThePrincessBride "My name is Kevin Ethan Levin. You killed my father. Prepare to die."]]
** Vilgax has homing EyeBeams like {{Darkseid}}.
** Ben's command to self-destruct the Omnitrix is a shout out to ''Film/StarTrekIIITheSearchForSpock''. Kirk gave the same command to destroy the Enterprise.
** When Ship surrounds Julie and becomes her armor, she ends up looking a lot like Samus Aran from Metroid.
** the Vreedle Brothers, lets see, a pair of idiotic twins, with a last name that begins with V, that are killed multiple times and are brought back to life by cloning them? [[WesternAnimation/TheVentureBrothers Sounds kind of familiar]]
** In ''The Secret of Chromastone'', Kevin references ''Film/{{Alien}}'' when he tells Ben that "In space, no one can hear you sneeze."
** Raff, the Inkursian commander, looks a bit like [[ComicBook/TeenTitans Psimon]], purple colors cheme and MyBrainIsBig.
** At the beginning of "Undercover", Ben is wary of Kevin testing the teleporter with a banana, questioning what would happen if a fly landed on the banana during the test, turning it into a "killer banana fly", a direct ShoutOut to ''Film/TheFly''.
** Kevin tries to make it off an alien planet with a stash of treasure, but winds up dropping it on the way out, where a poor girl picks it up. [[{{Series/Firefly}} Think they'll name the place Levinstown?]]
* SolidGoldPoop: The TropeNamer (along with WesternAnimation/AmericanDad).
* StabTheScorpion: In "Alone Together", when Highbreed Reinrassic III saves Ben from a creature that would devour him in his sleep.
* StarSpangledSpandex: Alien X
* StarfishAliens
* StatusQuoIsGod: Lampshaded at the end of ''Trade-Off''
-->'''Kevin''': (''sees he has been mutated again'') Figures that might happen.
* StealthHiBye: lampshaded when [[spoiler:Ben heads off to rescue Kevin and Gwen from Albedo]]:
-->'''Max''': It's only cool when I do it.
* StevenUlyssesPerhero: Well, okay, Kevin Ethan Levin.
* StraightForTheCommander: In the season 1 finale, the heroes, failing to stop the [[ScaryDogmaticAliens Hightbreed]] invasion, end up using their portails to reach the Hightbreed Supreme himself. Played with in that they don't end up killing him, but rather finding a peaceful solution to end the conflict.
* StrangeBedfellows: Very briefly in the 2nd season premier: Gwen and a troop of [=DNAliens=] against [[spoiler:Darkstar]]. Later, Kevin and Darkstar together, only for Darkstar to predictably turn on Kevin in the end.
** More recently, the PowerTrio and ''Vilgax'' against Ghostfreak.
* SubvertedSuspicionAesop: Kevin is ''very'' suspicious of Ben's first invitation to the Plumbers, but both Ben and Gwen calm his fears. However, 1. Ben is oblivious, 2. Gwen turns into a victim, and 3. it's Mike Morningstar, who'd go on to be recurring villain Darkstar.
* SuddenlyVoiced: the Omnitrix
* SuperDickery: "Above and Beyond" is about the Plumbers' Helpers trying to rescue Grandpa Max, who's being attacked by an out-of-control Ben. [[spoiler: Of course, Ben hasn't ''really'' gone rogue. The entire scenario (sans crashing space station) was really just a test for the Plumbers' Helpers.]]
* TakeMyHand: At the end of "Voided", Ben is in the Null Void and Gwen reaches out to pull him through a portal back to Earth. She's struggling...and then Kevin appears and grabs Ben's other hand.
-->'''Kevin''': [[CrowningMomentOfHeartwarming It's time to come home, Ben.]]
* TakingYouWithMe: [[spoiler:Pretty much, the Highbreed's entire plan was to take down the entire universe with their dying race.]]
* TalkingTheMonsterToDeath: Played straight in the [[spoiler: final battle against the Supreme Highbreed leaders]].
* TastyGold: Gold ''poop'' in "Fool's Gold".
* {{Technopath}}: Cooper
* TeamPet: Ship
* TertiarySexualCharacteristics: [[LampshadeHanging Lampshaded]] by Kevin when he mentions the green alien the trio has taken to calling "Tiny" can't be a girl because she'd have a big pink bow on her head. Subverted in that Tiny's mother doesn't have [[NonMammalMammaries breasts]], either.
* ThatManIsDead: Mike Morningsta- Uh, Darkstar.
* ThemeNaming: Ben Ten(nyson) isn't 10 anymore, but is back to having 10 aliens on the Omnitrix.
** There also seems to be a pattern of "-en" names in the Tennyson family, much to the amusement of Kevin in "Max Out":
---> "Gwen and Ken? What are your parents' names, Sven and Jen? I'm talking to you, Ben!"
*** Which is ironic, because Kevin (Levin)'s ''first and last names'' rhyme and gets even more ridiculous when it turns out his middle name is Ethan, which Ben [[LampshadeHanging mockingly points out]] makes him "Kevin E. Levin"...
*** ...which makes Kevin something of a hypocrite now that we know his father's name was ''Devin Levin''. And may in the future name his son Evan.
** The aliens' "English names" are pretty much based on their personalities and abilities:
*** Rath, a creature of blind rage is an Apopplexian.
*** Kevin, who has absorption powers, [[spoiler: is called an Osmosian by Ragnarock]].
* ThisBillboardNeedsSomeSalt: In one episode, Charmcaster brings a Mr. Smoothie sign to life. Ben defeats it by turning into [[BigEater Upchuck]] and drinking it dry. For some reason, Charmcaster's spell made it actually full of smoothie.
** Upchuck was also able to use that smoothie for nuclear loogies when he has to use inorganic matter, but a wizard/witch did it and none of their powers are like they used to be...
* ThoseTwoBadGuys: The Vreedle Brothers.
* TimeSkip: Alien Force is five years on from Ben10.
* TimeshiftedActor: Ben, Gwen, and Kevin.
* TokenEvilTeammate: Perhaps in response to complaints about odd characterization, Kevin became this in season 3 - actually killing a villain, war profiteering, etc. He still didn't quite undergo CharacterRerailment until ''Ultimate Alien'', though.
* TomatoInTheMirror: [[spoiler: Tyler in "Inside Man"]]
* TookALevelInBadass: Ben took a ''massive'' level in Badass between the end of the original series and "The Return Of Ben 10", where he stopped acting like a dumb jerk and started thinking through his actions before jumping in, even asking Gwen for advice because he knows she's smarter than him, something the old Ben would ''never'' do.
** D'void in ''Voided'', who was known as [[spoiler:[[MadScientist Dr. Animo]]]] in the original series.
** And recently, Julie.
* TookALevelInDumbass: Ben in season 3, when the writers tried PanderingToTheFanbase in a failed attempt to make him more like his 10 years old self, and he started acting more narcissistic and cocky again. Partially justified in-universe in that saving the Universe went over his head, but it sticks far longer than it should.
* TookALevelInJerkass: Ben in season 3, he doesn't seem to care about Kevin's transformation that he caused.
** Of course, tampering with the Omnitrix was ''Kevin's'' idea...
*** Kevin did try to warn Ben...
**** But ''that'' was only after Azmuth came out and admonished Ben for trying to mess with the Omnitrix. Before that, Kevin was pretty eager to boost the Omnitrix.
** One can argue that Gwen went into this in season 3 onwards, as she tends to get angry a lot more often than in the fitst two seasons, as well pouring an smoothie on Ben and laughing at him with Kevin.
* TrademarkFavoriteFood: Ben ''loves'' Mr. Smoothie.
** And chili fries, which he passes on to Albedo when the latter gets stuck in a color-negative version of Ben's form.
* TrainingAccident: The episode [[spoiler: "Above and Beyond"]] is one of these.
* TransformationConventions
* TransformationNameAnnouncement: Ben shouts out the alien's name after he transforms. Every. Single. Time. I guess it's his attempt at a battle cry.
** And because [[ViewersAreMorons the little kid viewers]] wouldn't be able to tell which alien without it. Yes, WordOfGod confirms it. Sadly. Not to mention to make it easy for kids to easily name them so when they [[MerchandiseDriven see the toys in stores]], they know which one to ask for.
** Oddly, if Ben switches from one alien to another in mid-battle, he does ''not'' need to shout the new alien's name. It seems to happen only if he's going from Ben to an alien form.
** Apparently, it applies to ''all'' Omnitrix aliens in the series, not just the Alien Force exclusives. [[spoiler:In the Season 2 finale, after Azmuth unlocks the Omnitrix Master Control, Ben transforms into Cannonbolt, complete with Alien Force-style TransformationSequence and shouting the name. When Gwen asks Ben about his choice, he replies "I was feeling nostalgic." Later, he turns into Upchuck to fight off [=DNAliens=], and then Way Big to try and destroy the Highbreeds' Warp Gate... without calling the names of either of them.]]
** It's also inconsistent whether it's automatic or if Ben does it himself. When he turns into Lodestar the first time, he does it even though he's never seen the guy before. When he tries for Waybig and gets Humongousaur, he starts "''Way''bi.." * ''looks''* "[[RunningGag Aw man... (* exasperated* ) Humongousaur.]]"
*** This is further complicated by Brainstorm, who Ben transforms into for the first time by accidental transformation, and names him on the spot instead of having a name prepared.
** This is overused to the point that if the Omnitrix aliens ''weren't'' capable of intelligent speech, one might mistake their self-proclamations as PokemonSpeak.
*** Then there is a scene in season 3 where Ben transforms into the dog-like alien that can only snarl and Gwen says its name out loud in a low voice. When the screen focuses on her, she still has her hands cupped to her mouth with Kevin looking at her and Gwen shrugging and saying "what?" back at him.
** When in the Season 3/Series Finale, Vilgax [[spoiler: finally obtains the Omnitrix, his transformed robot army does it much more like PokemonSpeak, chanting the name over and over.]]
* TransformationSequence
* TransformationTrinket: The Omnitrix.
* TranslatorMicrobes: Kevin states that it's pretty common alien tech. So common, apparently, that it's even built into Plumbers' badges.
** It doesn't explain why Sixsix and Sevenseven can't be understood, though.
*** Maybe they're using hacked tech that prevents all but similarly hacked tech from recognizing the language. It would be useful for the mercenaries to speak in secret.
* TrickingTheShapeshifter: A variant that includes letting a character ''become'' a shapeshifter so that he can be tricked. Ben lets [[spoiler:Vilgax activate the Omnitrix]] so that he can have him turn into Goop and incapacitate him by removing the gravity-device that allows Goop to function.
* TroubledButCute: Kevin
* TrustPassword: Done twice, time travel style, in ''Time Heals''. Gwen first tells her past-self [[TheUnreveal something they find]] [[{{Squick}} disgusting]]. [[spoiler:The second time, she just shares a detail about her (their?) locker at school.]]
** [[spoiler: Interestingly, future!Gwen takes a short glance at Kevin before telling past!Gwen the TrustPassword.]]
* {{Tsundere}}: Gwen towards Kevin in the beginning of the series. Given his [[HeelFaceTurn "hero"]] status, it's pretty clear why.
* TwoGuysAndAGirl: The lead trio, obviously.
* UnfazedEveryman: Julie. She's pretty cool with her boyfriend being able to turn into a plethora of aliens, and has an empathic alien creature that can turn into a warship as a pet. No matter what happens around her, she never loses her composure.
* UseYourHead: Lampshaded at the start of "Be-Knighted":
-->'''Ben:''' ''(after Gwen knocks him down with the sandbag)'' Good one! Use your head! ''(rushes to the bag)''
-->'''Gwen:''' ''(stops him)'' Not like that! The ''other'' way.
-->'''Ben:''' ''What'' other way?
-->'''Gwen:''' You gotta be kidding me.
** Ben goes on to use his head ''both ways'' throughout the episode.
* VerbalTic: Octagon Vreedle has what you might call one o' these.
** Rath starts nearly every comversation with "Let me tell you something, full name of person I'm addressing!"
* VillainsWantMercy: In "Vendetta", Ragnarok begs Kevin to save him from the collapsing spaceship. Considering that [[YouKilledMyFather Ragnarok killed Kevin's dad]], you can imagine the outcome.
* TheVirus: [=DNAliens=], who are humans infected with alien parasites.
* VoluntaryShapeshifting
** Not just the Omnitrix; Ship, a blob-like symbiote spawned from a Galvanic Mechomorph(AKA the species 'Upgrade' was in the original series) , is capable of transforming into any device he's come in contact with, and in season 3, he spontaneously forms [[PoweredArmor a suit of techno-armor]] to protect Julie and fight off a pair of bounty hunters.
* [[WhereTheHellIsSpringfield Where The Hell Is Bellwood?]]: [[WordOfGod In the same state as]] [[TheSimpsons Springfield]], apparently.
** In the ''Alien Swarm'' movie, Kevin and Gwen pull up a map on the Plumbers base computer. It zooms in to an area in the upper Midwest, near the Wisconsin-Minnesota area.
* WhiteAndGreyMorality: for the first two seasons at least; in those seasons, most characters fought by the protagonists were at worst [[AntiVillain Anti-Villains]], at best misunderstood characters; [[spoiler:even the Hightbreeds, despite being basically Nazi in space, turns out to be redeemable.]] Season 3, on the other hand, does give more actually evil characters.
* WhoDares?
* WolverineClaws: Omnitrix newcomer Rath, who's basically a tail-less humanoid tiger, has one large black claw jutting out of each fist, which he can extend at will.
* TheWorfEffect: Kevin, Ben on occasion.
* XanatosGambit: Ben in the series finale. [[spoiler:After Vilgax successfully steals and activates the Omnitrix, Ben uses a voice command to set it for a 30 second self-destruct [[note]] (In the original series, it was charged for several days, which is why the explosion would wipe out the universe; 30 seconds would cause an explosion of a much smaller radius but still be deadly)[[/note]]. Vilgax either removes the Omnitrix and allows Ben to reclaim it, or the Omnitrix is destroyed. Vilgax choses the second option and gets his arm blown up. [[MadeOfIron He gets better.]]]]
* YouAreGrounded: When Ben's parents find out (five years [[WesternAnimation/{{Ben 10}} after the fact]]) that their son does the "transform into aliens and be a superhero" thing, they freak and forbid him from Omnitrixing. Fortunately, they come to an understanding and allow him to save the world (As long as he's being honest).
----