[[quoteright:312:http://static.tvtropes.org/pmwiki/pub/images/Ben10UltimateAlien_6445.jpg]]

The third series in the ''WesternAnimation/{{Ben 10}}'' franchise, following ''[[WesternAnimation/Ben10AlienForce Alien Force]]''; it was [[WorkingTitle originally titled]] ''Ben 10: Evolution'' in pre-production. The series was launched in April, 2010.

Mostly similar to the previous sequel WesternAnimation/Ben10AlienForce, the main diffence is that Ben is now using the [[AmplifierArtifact Ultimatrix]], a prototype modified version of the Omnitrix with the ability to turn his aliens forms into stronger version of themselves. In addition, Ben's SecretIdentity is revealed to the world, resulting in him to [[FamedInStory become a worldwide celebrity]], loved by the kids but distrusted by adults.

In the first season, the protagonists have to deal with five aliens from the Andromeda Galaxy who escaped on Earth after being kidnapped by a mysterious Osmosian (Kevin's species) criminal named [[MagnificentBastard Aggregor]], who attempts to absorb all of them for a mysterious purpose. [[spoiler:Eventually, it's revealed he attempted to use their powers to reach the home dimension of the Celestial Sapiens in order to absorb Omnipotent powers from a Celestial Sapien newborn. After easily reaching the Celestialsapiens' home dimension by playing the heroes like violins, he is finally stopped when Kevin commit a HeroicSacrifice by absorbing energy from the Ultimatrix, giving him enough power to defeat Aggregor but causing him to become psycho again. The last season's episodes deal with Ben and Gwen finding a way to bring him back to normal while he goes on rampages.]]

The second season starts as mostly made of filler episodes for the first half, but a story arc eventually emerge, involving an EldritchAbomination named Diagon linked to the past of the Forever Knight. Its return causes causes [[spoiler:the Forever Knight to [[TookALevelInBadass become a threat again]] when their creator, Old George, comes back to face Diagon, resulting in a BigBadEnsemble between George, Diagon and Vilgax, who survived his defeat at the end of Alien Force and attempts to absorb Diagon's power. This eventually ends with Diagon killing George and Vilgax [[OutGambitted Out-Gambitting]] Diagon, thus absorbing him and gaining his powers. Eventually, Ben defeats the newly God-like powered Vilgax with George's sword, and, after being tempted by him to wipe out evil using this power, uses it to repair the damage done by Diagon. Impressed, Azmuth destroys the Ultimatrix and replaces it with a new, upgraded Omnitrix he had been keeping for Ben, waiting for the day he would be worthy of it.]]

Much like [[WesternAnimation/Ben10AlienForce its predecessor]], Ultimate Alien had a controversial reception and maintained the BrokenBase amongst the fans. It was generally viewed as too similar to Alien Force to even be considered as a separate series, and is usually rather seen as a continuation of the previous one; the only major changes it brought to the franchise were Ben starting to use a new Omnitrix ([[spoiler:which was replaced again at the end of the show]]) and Ben's identity being revealed to the world, confirming further his evolution as a LivingLegend in-universe. It was still notable, however, for two major [[AuthorsSavingThrow Author's Saving Throws]]: giving an explanation for Kevin's change of personality between the original series and Alien Force, and [[spoiler:[[CharacterRerailment turning back the badly decayed Vilgax and Forever Knights into credible threats]]]]. It also had rather well-received Crossover episode with other ManOfActionStudios series GeneratorRex, Ben10GeneratorRexHeroesUnited.

The show generally had lower ratings than both the Original Series and ''Alien Force''. As a result, it ended after two seasons and was followed by Ben10Omniverse, which went for drastic changes and attempted to go back to the original series' roots.
-----
!!''WesternAnimation/Ben10UltimateAlien'' contains examples of:

* AbandonedWarehouse: In "Double or Nothing", Albedo works on his "bomb" in an abandoned warehouse. Kevin [[LampshadeHanging lampshades]] it.
* AbortedArc: Three arcs that progress here (the lingering threat of King Viktor, the redemption journey of Charmcaster (whose true name is [[spoiler: Hope]]), and the possession of Elena Validus by the Hive nano chips) will sadly ([[BrokenBase or not for those who disliked them]]) never see their conclusion due to [[AuthorExistenceFailure Dwanye McDuffie passing away]] and the people in charge of [[Ben10Omniverse the following series]] saying they have no interest in continuing them. King Viktor became Dr. Viktor again with Zs'Skayr being shown devouring the king's soul, reviving the original Viktor, Elena will cameo as herself toward the end of the series with no explanation as to how she was freed of the nano chips' influence (thought it will be shown in a [[http://ecx.images-amazon.com/images/I/51TikJCx20L._SL500_AA300_.jpg graphic novel]], and Charmcaster will never go by her true name again and will never escape the HeelFaceRevolvingDoor.
* AccidentalAimingSkills: Rath grabs a piece of debris and makes a precision strike that knocks out Rojo's hoverbike. He admits he was actually aiming for her head.
* ADayInTheLimelight: Gwen has her very own episode called "It's Not Easy Being Gwen"
** "Moonstruck" is an all-Max episode, flashing back to not only how he got involved with the Plumbers, but how he met Verdona.
* AIIsACrapshoot: In "Ultimate Sacrifice" [[spoiler:a flaw in the Ultimatrix grants sentience to some of Ben's Ultimate transformations... and they are not happy about Ben supposedly "enslaving" them.]]
* AlternateContinuity: According to Ben 10,000 Returns everything outside of the television shows (excluding WhatIf episodes of course) is all non-canon outside of Ben 10: Alien Swarm.
* AllJustADream: "Night of the Living Nightmare". [[spoiler: Set up to look like Ben's dream, but turns out to be Albedo's.]]
* AllYourPowersCombined:
** Aggregor's goal... or at least the first step in it.
** Same for [[spoiler: Kevin who absorbed all of Ben's alien forms again]].
** [[spoiler:The current reality iteration of Ben 10,000 uses only one form: Ultimate Ben. This allows his human form to channel every single alien power he possesses, albeit only one at a time.]]
* AlmostKiss: [[RunningGag A lot.]]
* AndIMustScream: "In Night of the Living Nightmare", [[spoiler: Albedo]] ends up in a nightmare caused by a Cassiopeia dream eater.
* {{Animesque}}: Just like the other two before it.
* AntiVillain: Old George is a Type III, borderline Type IV; the only reason he qualified as a evil is because of his FantasticRacism toward aliens; if not for this, he would be a straight hero.
* {{Area 51}}: It exists and it turns out it's an alien prison built without Plumber permission where Colonel Rozum has been keeping aliens in horrible conditions for decades without due process of law.
* ArsonMurderAndJaywalking: Kevin: "Helping Argit is a mistake. Tryin' to stop me is a mistake! And [[spoiler: stealing my car?]] ''BIG'' Mistake!"
** He [[spoiler:puts the Car]] in [[spoiler: CargoShip.]] To him? That's the ''most'' heinous.
* ArtifactTitle: As before. The title sequence shows 44 aliens, counting Ultimate forms. Some of the aliens shown (Buzzshock, Articguana, and Spitter) were in the WhatIf original series episode "Ben 10,000".
** But, his name is still '''Ten'''nyson.
** With all the aliens from the Andromeda Galaxy added, he now has 1,000,9'''10''' aliens in the Ultimatrix.
*** Or rather, in the codon stream on Primus.
** And the Ultimatrix seems to still have the same '''ten minute''' time limit even though Ben can change a number of times before the Ultimatrix needs recharge time.
** Oh, and to top it all off, the Cartoon Network Asia and Cartoon Network UK premieres of the series ''and'' the US premiere of episodes '''10''' and 11 aired on '''10/10/10'''.
** The first season finale aired in the US on '''Dec'''ember[[note]]Before July and August were added to the calendar, December was the tenth month![[/note]] 10.
* ArtisticLicenseNuclearPhysics: Correct execution, wrong explanation.
** Gwen says that carbon rods will "absorb excess neutrons and control the rate of the nuclear reaction". Indeed,carbon rods are great neutron moderators,(second only to heavy water),and they do control the rate of which the chain reaction occurs and increase the nuclear fission, thus, making a violent exothermic reaction...that liberates the neutrons' kinetic energy, instead of absorbing them. To absorb neutrons,it would be needed control rods,such as boron,or even carbon doped boron.
*** DwayneMcDuffie,one of the show's main writers who was alive at the time,had a Master degree in Physics,but he didn't wrote this episode.
* AscendedExtra: Vulkanus. He appeared three times (including short appearing in dream sequence and VERY short one in future) as Six Six's helper in original series. Later Six Six comes back on TheMovie but, without him. Now he's a reccurring villain. Ironically Six Six doesn't return but was replaced with [[SuspiciouslySimilarSubstitute Seven Seven]].
* BadassBoast: Ben, in "The Purge":
--> "Maybe you forgotten something: I'm Ben Tennyson, wielder of the most powerful weapon in the universe. I stopped the Highbreed invasion, I defeated Vilgax in hand-to-hand combat and I've beaten the Forever Knights more times that I can count. Here's what's going to happen: you're going to release these prisoners, you're going to crawl back to whatever hole you came from and you're going to stop hunting down aliens because if you don't, I promise, you'll regret it for the rest of your ''very short'' lives."
* BackForTheDead: [[spoiler: Elena Validus makes her first animated appearance…and dies at the end of it.]]
** [[spoiler: NotQuiteDead: ...Only for her to return in another, later episode.]]
* BeneathTheMask: Colonel Rozum's first few appearances portrayed him as a very reasonable person who accepted Ben and company as heroes and fully cooperated with them. Then we discover underneath that he's a KnightTemplar who imprisoned 775 aliens in inhuman conditions under Area 51 for five decades without due process of law.
* BerserkButton: Once again, Gwen shows just exactly what will happen to you when you piss her off… Well, sort of, because we never know anything beyond Gwen and Zombozo "coming to an understanding" at the end of episode 3. If anything, it seems Gwen has a handle over her Anodite form.[[note]]Which is curious in itself, given that the ''last'' time Gwen went Andonite, she nearly didn't turn back.[[/note]]
** Julie for Ben. Poor Captain Nemesis, you kinda feel sorry for him. Kinda.
** All of reality is one for Rath.
*** Especially when you destroy Mr. Smoothie in front of him.
* BlackAndGreyMorality: "Viktor: The Spoils" has this. Both King Zarion and Prince Gyula are villains, and it's suggested that the rebels may not be any better then they are.
* BlessedWithSuck: Kevin 11's species and Kevin himself in particular, in that what is by far the most useful aspect of their innate ability (PowerCopying the superpowers of others) also causes rampant sociopathy.
** Only if they absorb energy or the powers of others. Absorbing minerals doesn't do that.
* BigBad: Aggregor, [[spoiler:up until the mid-season, where's he's replaced by energy-insane Kevin]].
** BigBadEnsemble: the season 2 finale features a fight involving Old George and the Forever Knights, Diagon and the Esoterica, and Vilgax. [[spoiler:Eventually Vilgax ends up as the TrueFinalBoss.]]
* BigDamnHeroes: Kevin's stepdad showed up at just the right time.
* BigBadassBattleSequence: [[spoiler: The Forever Knights versus the the Flame Keepers Circle in "The Beginning of the End." Ben tries to come in on the side of the Knights only for it to turn into a MeleeATrois.]]
* BoundAndGagged: Julie in "Revenge of the Swarm."
* BreakingTheFourthWall: [[spoiler:Will Harangue]] is attacking Ben [[spoiler:for ratings]], and when he sees the results?
-->People love to watch Ben 10!
** The series is full of allusions to the show itself. [[spoiler: Young Ben]] accuses Swampfire of being a ripoff of Wildvine, someone tasting the Ben 10-themed smoothies after his identity is revealed says that the Alien X flavor was [[PowerupLetdown something of a letdown]], a villain in [[ShowWithinAShow Sumo Slammers]] is suddenly an ally in the new version and Ben isn't buying that... it goes on.
** And Professor Paradox has a habit of warning people not to give out spoilers. However, ''he's'' a homage to ''Series/DoctorWho,'' taking much from the Doctor (with "I walk in eternity" and gumballs = jelly babies being direct Creator/TomBaker shout-outs) and a little from River Song (he's not meeting the gang in the order they're meeting him, "spoilers.")
* BrainsAndBrawn: Gwen and Kevin, respectively.
* BrickJoke: In "Prisoner 775 is Missing", the teaser features Ben explaining that he doesn't have an alien called Overkill (due to him believing Gwen was referring to Swampfire). At the end, when he scans and obtains a new form, [=ChamAlien=], he shouts "Overkill!", much to his friends' annoyance.
* BrokenPedestal: Ben's former idol Captain Nemesis, [[spoiler: who becomes the villain Overlord]].
* ButForMeItWasTuesday: Apparently, Ben's battle with Zombozo six years ago.
** To be fair, Zombozo didn't menace him after their first meeting, so it's understandable he'd forget him.
*** WordOfGod is that Ben said that because he didn't want to admit (to Kevin) he used to be scared of clowns.
* CallBack: Might be accidental, but in "Absolute Power" Gwen tries to talk Kevin out of his rampage in a game arcade. If you remember the original series, they first met in a game arcade in New York, bringing their relationship full circle. Both arcades even look similar.
** In "Ultimate Sacrifice", Ben activates [[OurGhostsAreDifferent Ghostfreak]] who, like the Ultimates, wanted out of the watch.
* CallingYourAttacks: Ben has engaged in a bit of this at the end of season 1.
--> '''Echo-Echo:''' Wall of sound!
--> '''Ultimate Echo-Echo:''' Sonic DOOM!
* CarFu: Kevin uses ''ferris wheel fu'' on Charmcaster in the third episode.
** In the cold open of the next episode, Fourarms returns and makes a car-sandwich out of a baddie breaking his parole.
* CassandraTruth: After an episode of taking credit for Ben's various acts of heroism, J.T. and Cash get their act together and actually save Ben's life... which no one sees them do, and having outed themselves as frauds mere minutes earlier, no one believes them when they try to take credit this time.
* CerebusSyndrome: The later parts of season 2 get rather dark. The main characters are [[spoiler:''murdered'' (then revived)]], and Captain Nemesis [[spoiler:straight up murders several people in his reappearance. Ben also broke his arm in that same episode, a rare instance of such a damaging injury sticking.]]
** CerebusRollercoaster: However, the episode after "Catch a Falling Star"[[note]] "The Eggman Cometh"[[/note]] was mainly a comedic episode, then the episode after ''that''[[note]] "Night of the Living Nightmare"[[/note]] brought it back to scary.
* CharlesAtlasSuperpower: Humans may not have any superpowers, but with enough Plumber training, they can jump as high as Fourarms or Spidermonkey.
* ChekhovsGun: Kevin spends most of "Video Games" blowing spitwads at people. Guess what he has to do to help stop the Stalker robot?
** Which is [[PlotTailoredToTheParty odd]], because [[ForgotICouldFly Nanomech can fly]]. [[FastballSpecial Maybe that method was faster.]]
** Also, in "Andreas Fault", the Forever Knights use some new teleportation power in the first few minutes for a quick escape. Considering that they had just [[spoiler: stolen a smoothie machine]], it wasn't really important. They use it again to escape [[spoiler: the self-destruct near the end]].
** In the beginning of "Night of the Living Nightmare", Ben knocks over his smoothie while he sleeps. [[spoiler: This saves him from getting a Cassiopean Dream Eater stuck onto his face when Albedo trips on it instead.]]
* ChekhovsGunman: Alien X.
* ClarkesThirdLaw:
--> '''Azmuth:''' [The sword] isn't magic! It's science!
--> '''Ben:''' ''Your'' science.
* CoolCar: Ben's still got the DX Mk10 that Kevin made for him in the ''Alien Swarm'' movie, and Kevin naturally has his own ride, as well.
** But for some reason, Gwen and Ben like driving Kevin's. [[spoiler: Backfires on them in "The Enemy of my Enemy."]]
* CoolShip: Kevin personalized an old Plumbers' flyer, christened the Rustbucket-3. It can slice US fighter jets in half like a hot knife through butter, and travel interstellar distances in uber-short amounts of time.
** Turns out NASA's been building their own ship called the ''Orion'', which can travel at 15% the speed of light. (TruthInTelevision. Project Orion was the first design study of nuclear pulse propulsion, which is what is used here.)
* ComboPlatterPowers: Kevin's got his matter-absorption back, ''and'' can still shift his body into weapons!
** Though according to WordOfGod, he's always had them, but up until now was afraid to use them.
** Aggregor gets this once he absorbs the power of the five Andromeda aliens.
* ContinuityNod: In "Where the Magic Happens", Kevin calls Charmcaster "Caroline", the alias she used in the Alien Force episode "In Charm's Way".
** In "Absolute Power", Kevin blames his stepfather for convincing his mom to kick him out, forcing him onto the streets and into the mindset that led to Kevin 11. His stepfather points out that Kevin [[KungShui destroyed the house]] on a rampage and they were ill-equipped to deal with a superpowered adolescent.
** Kevin finally finishes making his car submersible in "The Beginning Of The End," a project he first mentions working on way back in Alien Force's "In Charm's Way."
** "Moonstruck" is a double whammy by alluding to both previous shows: Max was given the opportunity to be the first man on the moon, but ultimately declined in favor of becoming a plumber. Though already established in [[WesternAnimation/{{Ben 10}} the original series]], it was revealed in this flashback that he got the offer from Labrid, the magister from ''[[WesternAnimation/Ben10AlienForce Alien Force]]'''s premiere.
** In "The Purge", Driscoll, the Forever King from [[WesternAnimation/{{Ben10}} the original series]] as well as Enoch, his subordinate appear, as does Patrick, the Forever King from the [[WesternAnimation/Ben10AlienForce Alien Force]] episode "Be-Knighted."
** Sunder, the [[MarvelComics Terrax-like]] bounty hunter from the ''Alien Force'' episode "Single Handed" reappears in "The Transmogrification of Eunice", only this time working for [[spoiler: Azmuth]].
** Ben as Big Chill notes to Ma Vreedle that "[he's] a mother too!". Viewers will recall that [[MisterSeahorse Big Chill]] produced offspring back in ''Alien Force''.
* CurbStompBattle: [[spoiler: Kevin gives one to Aggregor after absorbing Ben's aliens again. It comes at the price of his sanity…]]
* DangerouslyGenreSavvy: Aggregor seems to put the word 'Dangerous' in this trope. [[spoiler: He's not impatient, waiting until just the right moment to make his move. He knows enough not to go after the four fragments of the Map of Infinity without the proper abilities and seeks out the aliens with the exact abilities he needs. He employs MechaMooks that won't turn against him, and knows that his operations are too important for said mooks to do and instead handles everything personally. He's clever enough to subvert TalkingIsAFreeAction, such as when he murdered the Plumber who had boarded his ship when he was citing the violation code. One of the major things he does is that he actually tracks the Ultimatrix's signal to locate Ben and his prisoners. He subtly manages to recapture his fugitives without Ben and the others knowing until it's too late. He was well prepared for a Plumber ambush, and was clever enough to leave a squadron of his robots and his damaged ship that was set to self destruct as a decoy while he carried out his real plan. He pretends to let Ben think he's pummeling him when he isn't feeling a thing and strikes back when Ben stops. Finally, he lets Ben and the others do all the work in collecting the fragments of the Map of Infinity, stealing them after they've finally reached them]].
** However, he has some moments of seeming [[GenreBlindness Genre Blind]]. He's had [[VillainBall the chance to kill the heroes and passed on it]], flaunts his success (not that he can really hide it), and it really wouldn't have cost him anything to run the gauntlets himself (it just proves he's a {{Jerkass}}, which we knew already). He also ignores Kevin's warning that [[WithGreatPowerComesGreatInsanity absorbing energy will drive him insane]], not that he wasn't already. [[spoiler:However, with his OneWingedAngel transformation, Aggregor arguably doesn't need to be savvy; he's basically unstoppable.]]
* DarkerAndEdgier: The entire episode "Catch a Falling Star" is basically this.
* DavidVersusGoliath: Ben ultimately defeats Harangue's [[TheIncredibles Omnidroid knockoff]] by turning into Nanomech, his smallest alien (and incidentally the only one the robot didn't have on file) and tearing it apart form the inside.
* DealWithTheDevil: Gwen [[spoiler: promises Michael Morningstar enough mana to remain at full strength]] for a year if he'll help her restore Kevin to normal.
* DerailingLoveInterests:
** [[spoiler: Elena becomes a BrainwashedAndCrazy {{Yandere}}, all while making Julie look better.]]
* DeusExMachina: Calling Grandma Verdona to help stop a cousin without previous obvious warning is rather a good way to address the fanbase with their incessant questioning of whether she (Verdona) will ever show up again onscreen.
** Professor Paradox.
* DidYouJustPunchOutCthulhu: In the backstory, Sir George defeated Diagon, banishing him to another dimension. [[spoiler:In the finale Vilgax baits Diagon into attacking an energy draining device. This ''kills'' Diagon since he is an ''EnergyBeing''.]]
* DiggingYourselfDeeper: Amazingly, [[DefiedTrope defied]] by Kevin in "Computer Games":
-->'''Kevin:''' Look, Gwen, you have to treat a car like you treat a woman!\\
'''Gwen:''' ''(pops a FascinatingEyebrow)'' Go on.\\
'''Kevin:''' *{{beat}}* No. I sense I've made a mistake of some kind.
* DiminishingVillainThreat: Zombozo inverts this completely. He was from season 1 of ''WesternAnimation/{{Ben 10}}'', upon his return he's as scary as ever and may have just '''''buried''''' someone when he shows up.
** The Hive's return also subverts this. While they don't conquer the world like in the movie, they're even more deadly than they originally were because they're ''smarter''. [[spoiler: Instead of making their Queen act differently than a human, she pretends to be their ally to earn their trust and attempt to bring Ben to their side.]] They're so deadly they nearly kill Ben and it takes [[spoiler: Elena]]'s HeroicSacrifice to defeat them. Even then, TheStinger reveals they were just PlayingPossum and are still out there.
** Subverted ''again'' by the Forever Knights. They spend a good chunk of the series degenerating into cold open villains and perennial punching bags, but when [[spoiler: their founder, Old George]] shows up, he quickly goes about reunifying them and whipping them back into shape as a ''competent'' and ''effective'' extremist group.
** Played straight, with Darkstar. Compare his appearances in ''Alien Force'', where he was a competent, dangerous, ManipulativeBastard, to his appearances here, where he's forced to hide out in alleyways and leech off of animals' energy, makes plans that the heroes see right through from the start, and who is always left in the most pathetic state possible by the end of the episode.
** Albedo. As Gwen put it, "He's not a threat anymore, he's a... nuisance."
* DistaffCounterpart: Sunny can be considered this to Albedo, as she and Albedo are {{Evil Twin}}s to Gwen and Ben respectively. To begin with, both have the same powers as their {{Good Counterpart}}s. Much like the case with Albedo to Ben, Sunny's appearance is similar to Gwen's, and both she and Gwen share the same VA. Like Albedo, Sunny is highly jealous of Gwen.
* DoesThisRemindYouOfAnything: The next time you watch "Absolute Power: Part 2", pay ''real'' close attention to the audio at the start. [[UnfortunateImplications Now, say with]] '''[[UnfortunateImplications ALL]]''' [[UnfortunateImplications honesty that you don't picture Kevin doing… "something else" there…]]
* DrillSergeantNasty: Magister Hulka.
* DrivingTestSmashers: Happens to Gwen in "Video Games".
* DudeWheresMyRespect: Played straight and subverted. Younger people (kids, teenagers, etc.), generally takes Ben's deeds for what they are. Mass media portrays him in a thoroughly negative light, and thus adults have a much lower opinion of him. The government is cool with him, though, having recognized the Plumbers as the authority in such matters for a long time now.
** And it's not just the US government; ''every government '''in the world''''' recognizes a Plumbers Badge, and is immediately willing to let them have full authority in the matter.
* EldritchAbomination: Diagon
* ElementNumberFive: Ra'ad, the fifth alien, has the unorthodox power of electricity while his comrades have powers over the other four traditional elements. Still, his mastery over the electromagnetic spectrum makes him just as powerful as his comrades, if not the strongest, considering he possesses a unique form mind reading.
* ElementalPowers: Many of Ben's alien forms, but specific mention goes to his newest five:
** MakingASplash: Water Hazard
** BlowYouAway: Terraspin
** PlayingWithFire: NRG
*** More like ILoveNuclearPower.
** DishingOutDirt: Armodrillo[[note]]Though there is no control over dirt itself, the piledrivers built onto his arms allow him to cause small-scale earthquakes.[[/note]]
** ShockAndAwe: Ampfibian
* EmbarrassingMiddleName: Ben's middle name is revealed in the second episode: [[spoiler:Kirby]].
** But knowing the franchise's past, it's probably a homage to [[JackKirby The King]].
* EmbarrassinglyPainfulSunburn: Ben gets a ''particularly'' embarrassing sunburn from [[spoiler:being on a planet that is ''literally'' half inferno and half icy wasteland. He's only unprotected for like three seconds, but… half his face is bright red in the next scene.]] [[StatusQuoIsGod This is never mentioned again.]]
* EnemyCivilWar: The Forever Knights have so many factions that hate each other that when another group showed up, Ben and company had to ask which Forever King they were aligned with. And then it turned out to be ''yet another'' faction they hadn't met.
* EnergyAbsorption: Aggregor, Ben's newest addition to his RoguesGallery, has this power. Somewhat ironic considering that he's of the same alien race as Ben's former-enemy-turned-ally Kevin, who also did this in the [[WesternAnimation/{{Ben 10}} original series]].
** We find out that Kevin still has this ability, but prefers to utilize his matter assimilation abilities for [[WithGreatPowerComesGreatInsanity obvious reasons]]. He tries to warn Aggregor about this, but the villain says that it's a lie the powerful have spread to keep civilians from realizing their true potential.
* EnergyBeing: P'andor and mature anodites
** Despite his appearance as giant space squid, Diagon is this as well. [[spoiler:Vilgax exploits this to kill him.]]
* EvilCounterpart: As usual, Charmcaster for Gwen [[spoiler: until the two share a semi-VillainEpisode together. Afterwards, Gwen's crazy cousin, Sunny, picks up the role.]]
** Also, Aggregor for Kevin, being particularly reminiscent of his past villainy. Kevin seems to be aware of it, and has made it his business to take him down.
*** Kevin's ''other'' EvilCounterpart, Darkstar, [[spoiler: appears in the first season finale]].
* EvilPowerVacuum: In "Enemy of my Frenemy", it's revealed that after Adwaita was overthrown the rebels immediately began to fight each other for control.
* EvolutionPowerup: Though to be fair, it's not like the evolution is natural in the first place.
** WordOfGod says the evolutionary process works by having the chosen alien in a simulated "worst case scenario" planet-wide civil war for an extend period of time, about a million or so years, and the dominant form at the end of the simulation is what Ben evolves into.
* ExplosiveOverclocking: When Captain Nemesis asks his team to crank up the power on his suit.
* {{Expy}}: Zombozo seems less [[{{IT}} Pennywise]] and more [[SelfDemonstrating/TheJoker Joker]] in this series.
** Fourarms new appearance is highly similar to [[MortalKombat Goro]].
** P'andor's form outside his suit is similar to the 10,000-Volt Ghost, an old Franchise/ScoobyDoo villain.
** Ultimate Echo Echo's form has a design scheme very reminiscent of [[WesternAnimation/BatmanBeyond Shriek's]] sound suit, particularly the design of the arms, with same looking sound disks and with the ability of sound manipulation it only just makes the expy even more apparent.
** Way Big is a huge one for Series/{{Ultraman}}, from looks to energy beam firing style.
** Jennifer Nocturne, a very talented girl who has serious problems of self-esteem, falls in MadLove with Nemesis, a perilous psychopath who only could think in killing his archenemy. It’s dubious if he loves her, but he certainly wants her to believe it. This could be applied to the relationship between [[WesternAnimation/BatmanTheAnimatedSeries Harley Quinn and the Joker]].
** Fasttrack is basically an alien [[TheFlash Flash]].
* FaceHeelTurn: [[spoiler:Kevin makes one after absorbing the power of the Ultimatrix and defeating the BigBad solo. A bit of a subversion in this case, and might even qualify as a HeroicSacrifice (of his own character development) since he knew the risks of WithGreatPowerComesGreatInsanity but took the chance as a last desperate bid to defeat a villain about to become a living god.]]
** [[spoiler: Charmcaster in "Enemy Of My Frenemy", before leveling out between good and evil in "Couples Retreat".]]
* FacelessGoons: The Esotericas.
* FamilyFriendlyFirearms: Usually played straight, but actually used as a plot point in "Hero Time" when Gwen wonders how common crooks got their hands on laser weapons.
* FamilyUnfriendlyDeath: Alien crook Zanmaro being eaten alive by a giant carnivorous worm (though this one is played for comedy); [[MonsterClown Zombozo]] being hinted to have buried someone; FallenHero Carl Nesmith killing his doctor off-screen and leaving his dead body in a cold chamber, where he is found by Ben and Gwen; and, finally, AntiVillain Old George being electrocuted by BiggerBad [[EldritchAbomination Diagon]] until he turns into ashes.
* FantasticRacism: Anti-alien bigotry has been the Forever Knights' hat since ''Alien Force'' and arguably the first series, but it isn't until "The Purge" and the return of Old George that they actually start living up to their creed. After being the butt of jokes for several seasons they ditch the dorky armor and ineffective weapons for better PowerArmor and weapons to use against any aliens living on Earth and our heroes. They become so dangerous that Ben [[spoiler: has to threaten to ''kill'' them all if they don't stop their crusade - and there is no doubt that the wielder of the Omnitrix is fully capable of doing that]].
* FastballSpecial: Kevin has Humongousaur throw him at a pair of Forever Knights.
** They try another version with Lodestar's magnetism and Kevin in metallic form. It works, but is so rough on Kevin that Gwen makes them promise not to do it again.
* FiveManBand: The aliens whose DNA the Ultimatrix would sample to give Ben his ElementalPowers.
** TheHero: Bivalvan (for [[MakingASplash Water Hazard]])
** TheLancer: P'andor (for [[PlayingWithFire NRG]])
** TheSmartGuy: Ra'ad (for [[ShockAndAwe Ampfibian]])
** TheBigGuy: Andreas (for [[DishingOutDirt Armodrillo]])
** TheHeart: Galapagus (for [[BlowYouAway Terraspin]])
* {{Flashback}}: Michael Morningstar uses one that dates back to ''Ben 10 Alien Force'' to explain how he plans to help Ben and Gwen cure Kevin of his Osmosian insanity.
** Most of the episode "Solitary Alignment" was a flashblack showing Asmuth and George's past.
* {{Foreshadowing}}: [[spoiler: Paradox foreshadows the fact Kevin would go crazy again when he has a talk with Kevin before they go after the Map of Infinity.]]
** [[spoiler: He also warned Ben not to touch the Timey Wimey Wall. Wouldn't you know it, he does, and it leads to [[WesternAnimation/{{Ben10}} Series1!Ben]] [[MyFutureSelfAndMe teaming up with him]].]]
** Are we not going to mention Paradox's warning at the end of "Ben 10,000 Returns" concerning the Lucubra and Old George?
** Some parts of the fandom theorize that Paradox even hinted at [[spoiler: the upcoming Ben 10 and ''GeneratorRex'' crossover]] in "The Forge of Creation":
--->'''Gwen:''' "What's that?"
--->'''Paradox:''' "Oh, that's the next universe over. I don't like it at all."
*** His explanations of alternate realities, separate universes, and the time/space continuum in "Ben 10,000 Returns" makes this particular foreshadowing even more plausible.
** What Colonel Rozum was like BeneathTheMask was foreshadowed back in Paradox's first appearance in ''Alien Force'' when he implies he wanted to use Paradox's time machine as a weapon against the Russians.
** In "Night of the Living Nightmare", Ben nearly slips on a discarded Mr. Smoothie cup in his messy room. [[spoiler:When it's revealed the nightmare of the episode was ''Albedo's'', not Ben's as seemingly hinted, the three protagonists mention he slipped on Ben's Mr. Smoothie cup.]]
* FreudianExcuse: Charmcaster took over Ledgerdomain and temporarily ''killed everyone in it'', including the PowerTrio, because [[spoiler: she just wanted her daddy back alive again]].
** Oh, and before that, her goal was to ''free'' Ledgerdomain and everyone in it from an evil alien tyrant. [[spoiler: She succeeded... and then promptly all the denizens of the realm ''started a war'' over who gets to take control of it. Poor Charmcaster, nothing she works at ever ends up right...]]
* FriendToAllLivingThings: Galapagus' entire species (except for [[BlackSheep Addwagia]], to the point where their world has no such thing as lying, crime, or prisons. Eunice is also one.
* ForgotAboutHisPowers: A necessity for Ben to be even the least bit threatened by any villain, though it helps that the Ultimatrix isn't exactly reliable. A particularly {{egregious}} case occurs in "Where the Magic Happens", where Ben never thinks to use Terraspin, an alien immune to mana, in the dimension ''made entirely of mana'' and against the opponent whose ''only weapon is mana''. In general, any time Ben doesn't use his obviously overpowered evolution function to curb-stomp his foes on the spot counts.
* FullNameUltimatum: Gwen to Ben, in the second episode.
* FusionDance: This is basically how Aggregor gains the power of the five Andromeda aliens, resulting in portions of their bodies making up his new form.
* GRatedDrug: According to Darkstar, energy is like this to him and [[spoiler:Kevin]].
* GenreSavvy: Kevin while teaching Gwen how to drive. He tells her a car needs to be treated like a woman, but when she asks for an explanation, obviously displeased by the comparison, he immediately stops himself from continuing.
** In the season finale, ''no one'' is surprised that Darkstar tries to betray everyone at the end, and he's promptly dealt with in less than 2 seconds. No cliffhanger for you, buddy!
** A government [[TheMenInBlack Man in Black]] displays this in "The Widening Gyre":
---> '''MIB:''' Standard operating procedure is to show up unannounced, then ''demand'' you come with us. But we know we're dealing with Ben Tennyson[[note]] (who is liable to respond to such a thing with, shall we say, ''force'')[[/note]] so, we're ''asking''. Would you ''please'' come with us?
* GetAHoldOfYourselfMan: Gwen slaps Humongosaur out of a drug-fueled rampage. She can canonically beat substance abuse right out of people. [[ArmorPiercingSlap Not to mention she seemed to make it hurt.]]
* GettingCrapPastTheRadar: Zombozo and Kevin face each other with mallets, and Zombozo tells Kevin "Mine's BIGGER than yours!" Kevin naturally counters with something that amounts to "It's not the size that matters, it's how you use it."
** Ben's wearing a motion-capture suit, and one of the spherical markers accidentally detaches and rolls away.
--->'''Humongousaur:''' Uh... one of my balls fell off...
** Gwen refers to her post-teleportation headache as a ''hangover''.
** Regarding Aggregor's weapon:
--->'''Ben:''' Boy, I hope that's not one of those [[AssShove alien probes]] you hear about.
** In "The Forge of Creation", Kevin begins to explain [[spoiler:to young Ben from the past]] where baby Alien X's come from. Gwen stops him.
** "Nor Iron Bars a Cage" had drug references.
** When she first appears in "The Transmogrification of Eunice", Eunice[[spoiler:/the Unitrix]] is in her[[spoiler:/its]] spaceship, unconscious, ''completely naked'' except for a CensorSteam.
** The first part of "Revenge of the Swarm".
--->'''Validus:''' We're here because of what you wanted to do with Elena!
--->'''Ben:''' I don't understand!
--->'''Validus:''' Don't lie to me, Ben! A father can tell.
*** Considering Ben spent most of the [[LiveActionAdaptation movie]] [[SheIsAllGrownUp checking her out…]]
** In "Prisoner 775 is Missing" Ben says "Oh, truck!" True, there was a truck heading towards him, but you can still tell what he meant…
** In "Video Games" when Will Harangue on his robot's video screen asks him "Any last words?" his answer is "None I'm allowed to say on television."
** Charmcaster hits it off with Darkstar in "Couples Retreat". After making him fight a bunch of monsters for fun, cut to next morning, where she's in bed and wondering where he went.
*** In the same episode Darkstar says that he'll take Gwen as a trophy once he kills Ben and Kevin and [[TakeOverTheWorld takes over the world]]. We all know [[GoGoEnslavement what "trophy" means]].
** In "The Eggman Cometh", we get this little gem from Dr. Animo; "Out of the way, you dumb cluck."
** And in "Hero time"; "If you squint just right, the Eiffel tower lines up with the Arc de Triomphe!"
** The infamous "10 Gwen" gag from ''Double or Nothing''. We ''all'' know what Kevin was thinking...
** When [[{{Yandere}} Elena]] tries to convinces Ben to get together with her by using VoluntaryShapeshifting to adapt herself to his wish, Ben tries to demonstrate how unhealthy such a relationship would be, using Gwen's relationship with Kevin as an exemple. [[KissingCousins Elena replies by offering to be like Gwen]].
** Too Hot to Handle is all about P'andor, a radioactive alien, trying to shed his only clothing and go on a nudist rampage across Bellwood, as well the heroes' attempts to redress said alien. Tragically, the Nightmare Fuel threat of hundreds of thousands of people being irradiated makes it impossible to truly find this funny.
** "Couples Retreat" has a scene where Charmcaster wakes up in bed, clutching her sheet to her chest (granted, she has a shirt, but...). Immediately after, Darkstar's found trying to leave Ledgerdomain, and he's hastily dressed.
* GoKartingWithBowser: Jimmy plays an online game and chats with one of the Forever Knights. The dude's screen name even '''says''' he's a Forever Knight. Gwen, naturally, lampshades it.
* AGodAmI: Aggregor's ultimate goal.
* GodzillaThreshold: Crossed in "Forge of Creation". So the good news is, [[spoiler: Evil!Kevin kicked Aggregor's ass and stopped him from taking over the universe]]. So the bad news is, [[spoiler: Evil!Kevin is back]].
* GreenEyedMonster: Julie showed signs of being one when Ben entered into a completely professional relationship with an attractive actress (though she obviously wanted more out of it), despite the fact that she's fully aware he was doing it to get closer to his idol, Captain Nemesis.
** Gwen does it a lot better. After the actress tries to move in on Kevin:
--->''*DeathGlare*'' I will peel you like a grape!
** Gwen probably shouldn't have mentioned to Charmcaster that she dated Darkstar before.
*** Darkstar made it obvious with his insistence on referring to her as "Lovely Gwen", so it would've happened anyway.
* GroupieBrigade: Ben has to call Gwen and Kevin to rescue him from one at the start of "Deep".
* HaveYouTriedRebooting: In "Fused", Kevin successfully reboots the Ultimatrix to restore it to its normal operating state.
* HeelFaceTurn: [[spoiler: Charmcaster, though she does a FaceHeelTurn by becoming SheWhoFightsMonsters, then she gets stuck in the HeelFaceRevolvingDoor.]]
** The Vreedle Brothers.
* HehHehYouSaidX: Ben describing his (completely professional) relationship with an actress:
--> '''Ben:''' "Jennifer's publicist says being seen together is good for both of us. Cross-pollination…"\\
'''Kevin:''' "Ahahaha!"\\
'''Ben:''' "…of our ''careers''."
* HereWeGoAgain: The Ultimatrix carries over the same problem with Ben not always getting which alien he wanted when he dialed it into the watch.
* HeroesWantRedheads: In "Moonstruck" we find out Max met Verdona when she was a DistressedDamsel and a redhead.
* HeroicSacrifice: The episode's called "Andreas' Fault"; who do you think it was? Also Ra'ad in the following one.
** [[spoiler: Kevin sacrifices his sanity to stop Aggregor and save the universe]].
* HeroicVow: After Aggregor recaptures the last of his escaped prisoners, Ben makes one to save the aliens and stop Aggregor. [[spoiler:He doesn't manage either, and though Kevin does manage to stop Aggregor at the end, it costs him his sanity.]]
* HeWhoFightsMonsters: Harangue quotes Nietzsche's line about the abyss in regards to Captain Nemesis going bad, but he's obviously just trying to spin the whole thing against Ben.
** [[spoiler:Charmcaster becomes this in her quest to bring her father back to life, in the process becoming ''worse'' than the one who actually killed him. Her father calls her out on this and she [[MyGodWhatHaveIDone realizes all to late the error of her ways.]] She's shown to have gotten better after this, though, working at being a better ruler and person.]]
* HijackedByGanon: Both seasons used this trope:
** Season1 featured MagnificentBastard Aggregor as the main antagonist, whose scheme remained unstoppable for most of the season...then, when it was about to succeed, [[spoiler:[[TheAtoner Kevin]] sacrificed his sanity by using [[WithGreatPowerComesGreatInsanity the part of his power that would cause him to go crazy again]] to stop him. After he is defeated, Kevin, now back to being a psycho, serves as the main villain for the remaining episodes of the season]].
** Season 2 is even more complex; starts with a BigBadEnsemble involving a war between the Forever Knight and a new, mysterious sect that turns out to be manipulated by [[spoiler:Ben's ArchEnemy Vilgax. Then an EldritchAbomination Vilgax had been impersonating shows up and takes Vilgax as his Dragon, apparently becoming the new BigBad...until Vilgax [[TheStarscream betrays]] him, absorbs him and becomes the final villain of the season]].
* HowDoIShotWeb: Just like in the original series, Evil!Kevin 11 prefers to pretty much just either smash stuff or blast stuff instead of utilizing his full array of abilities. Ben even has to point out to him that he can use his "Mothman" powers to phase through objects. He does seem to get more creative with his usage of powers after realizing he has access to so many, though.
* HurlItIntoTheSun: The defeat of the trash {{golem}} in "The Widening Gyre".
* HugeGuyTinyGirl: Sunny and Antonio.
* HypocriticalHumor: When Galapagus says that he was in prison, Kevin says "Told you he couldn't be trusted!"… this is from the guy who was trapped in the Null Void somewhere between 1-5 years.
** When Captain Nemesis imitates Ben's TransformationNameAnnouncement, after seeing him do it as Fourarms:
--->'''Fourarms:''' Why are you shouting your name out? It's ''stupid!''
* IKnowYouAreInThereSomewhereFight: Gwen's preferred approach to try dealing with Crazy!Kevin [[spoiler: and she was right. He ''was'' in there somewhere…just not able to hold off the crazy for more than a few seconds at a time]].
--> '''Kevin:''' …I've been trying to stay away from you!
--> '''Gwen:''' Why?
--> '''Kevin:''' …Because I know what I'd do to you if I got the chance.
* IWantMyBelovedToBeHappy: Cooper's crush on Gwen has not abated in the six years since they met, but he still stepped up without hesitation to help her save Kevin, even going so far as to reassure her.
* IWantMyJetpack: In-universe example: When [[spoiler: kid Ben]] shows up, he asks where the jetpacks are.
* IWasQuiteALooker: Though her actual form hasn't changed any (seeing as she's an energy being and all) Verdona's younger human disguise back in her and Max's younger days was... attractive to say the least.
* IdiotBall: All three main characters hold this on various occasions. Aside from "Duped", there's "Too Hot to Handle" and "Andreas' Fault."
** Aggregor's prisoners in "Escape from Aggregor". At the end of their escape, they have Aggregor's powers nullified using his own device. So why not, you know, [[KillHimAlready just kill him]] instead of fleeing? That was the one time that Aggregor unambiguously screwed up to date, but nobody was smart enough to make him pay for it. Galapagus, being a pacifist, has [[JustifiedTrope an excuse]] for not thinking of this. Andreas, being an openly acknowledged moron, does too. Bivalvan, Ra'ad, and P'andor have all been shown to not mind killing, though, and aren't normally shown to have below-average intelligence.
** It was probably meant as an indication that Ben is noble for valuing life, but come ''on'', if he and Gwen had to go back and save the old Sentinel, why not give the ''last piece of the Map of Infinity'' to Kevin so he could take it to the [=RB3=]?
*** It was stated earlier that the Map of Infinity acted as a guide throughout the Perplexahedron - they couldn't use the Plumbers' Badge because it was attuned to the jet.
** Julie grasped it firmly in "The Flame Keepers Circle" where she effectively joined a cult. [[TooDumbToLive No, Really.]] She's supposed to be Ben's [[WomenAreWiser more sensible girlfriend]], but she's been acting very weird since Ben's ID got out.
** Ben himself grabs it, in "The Perfect Girlfriend", not putting together that [[spoiler: Julie is an imposter.]] Despite all the obvious hints(Acting weird, [[spoiler: not caring about tennis]] wearing a different outfit, mere moments after they parted) it doesn't hit until [[spoiler: he sees a replay of Julie playing tennis on television.]] Though that at least could be justified by Ben being too happy about being on good terms [[spoiler:with Julie again]] to notice anything amiss.
** C'mon, Darkstar, you honestly couldn't remember a hot girl's name when it's just a simple word from the English language? It's not like it's the first mistake he made in the episode, but it's the most glaring.
* [[ImmuneToBullets Immune to Lasers]]: "That's your ''first'' mistake! When you shoot Rath, it just makes Rath ''mad''!!!" *roars* (Then again, [[UnstoppableRage what doesn't]]?)
* ImpairmentShot: Humongosaur!Ben hallucinates everything as monstrous after getting the dream dust in his face.
* ImpaledWithExtremePrejudice: [[spoiler: Conduit Edwards, by George in retaliation for killing his squire Winston]].
** Season Two: Ship sees things out of focus after crash-landing and losing consciousness.
* ImportedAlienPhlebotinum: The Ultimatrix, given to Ben in the finale to ''Alien Force''; it's essentially an upgraded Omnitrix which allows Ben to access more powerful forms of several of the aliens he transforms into. See SuperMode below.
* InhumanableAlienRights: Rozum seems to think that Aliens don't have any rights.
* InstantArmor: The Sword of Ascanlon grants its wielder this.
* InterspeciesRomance: Sunny and Antonio. Seriously, [[HotSkittyOnWailordAction how would that even]] ''work?''
* InvincibleMinorMinion: The Lucubra.
* IronicEcho: In an example of proving NotSoDifferent right, Crazy!Kevin uses Darkstar's smarmy endearment for Gwen right before [[spoiler: trying to suck out all her mana]]
--> '''Ultimate Kevin:''' Hello, lovely Gwen.
** In "Escape from Aggregor", as the Andromeda Five initially have problems getting along until one - then another - is proved competent enough to be leader.
---> "I'm following ''him''."
* IronicEchoCut: "Ultimate Sacrifice:"
--> '''Ben:''' Am I... dead?
--> '''Kevin:''' You think he's dead?
* {{Irony}}: Geochelone Aerios are revealed to be immune to mana, which is the power Aggregor uses from Galapagus to render Gwen's powers useless. Some episodes later, we meet Adwaitia, who highly resembles a Geochelone Aerio; He uses magic, which is powered by Mana.
** Adwaitia is also worshiped by Galapagus' race, which is how Aggregor knew Ledgerdomain's secret true name - he read it from Galapagus' memories.
* [[RockBottom It Can't Get Any Worse]]: Until Aggregor crashes through the ceiling, as seen in "Fused".
* ItsBeenDone: Ben invokes this when Inspector #13 tells him to think of what an army powered by the Ultimatrix can do.
* KarmaHoudini: [[spoiler: Kevin after "Absolute Power" and Charmcaster after "Enemy of my Frenemy". Both are somwhat understandable, as the two are both examples of WoobieDestroyerOfWorlds, but it's jarring that they recieve NO punishment for their deeds other than themselves feeling bad about it.]]
** A far better example is Will Harangue in "Computer Games", after attempting to kill Ben for no reason, he's not only not arrested but has turned the event against Ben.
* KnightTemplar: Colonel Rozum. He's quite possibly ''worse'' than the Forever Knight's with their dragon when it comes to aliens. You know what they did to that alien dragon? Rozum imprisoned '''''775''''' aliens in worse conditions, while adding more to it.
* KnightOfCerebus:
** As the return of Old George/The First Knight has transformed the Forever Knights from laughable Monty Python-referencing villains to a "proper" order of fanatics who strong-arm innocent aliens into leaving Earth.
* LampshadeHanging: When the series RunningGag strikes yet again:
--> '''Rath:''' [[CatchPhrase Lemme tell ya something]], Ultimatrix! [[ThirdPersonPerson Rath]] is sick of you not working right! It's not even funny anymore!
--> '''Humongousaur''': If you're never going to give me the alien I ask for, why do you even ''have'' a dial?
** In "Prisoner Number 775 is Missing" Kevin asks Ben why he shouts the name of his aliens. Ben's response? To strike fear in the hearts of his enemies. Kevin deadpans that Ben can keep on believing that if he wants to.
*** Then Gwen announces Wildmutt's name as Ben is transforming later in the same episode, then remarks, "He can't talk. Someone had to do it."
* LaserGuidedAmnesia: Lampshaded. [[spoiler: Kid!Ben expects a memory wipe after the events at the Forge of Creation. Doubles as GenreSavvy for Kid!Ben.]]
* LaserGuidedKarma: A literal case of it. After taking credit for being the brains behind the heroes and the heroes going along with it, J.T. and Cash actually save Ben using an energy draining laser weapon. But, after putting up with them all episode, Ben, Gwen and Kevin finally tell them off and don't believe them. Worse, the weapon shorted out the camera recording the said saving. The episode ends with J.T. sadly yelling "We're heroes!"
* LetsGetDangerous: When Captain Nemesis kidnaps Julie as a means to get to Ben, Ben immediately finds him, jumps straight to Ultimate Humongousaur, and kicks five kinds of ass ''without so much as a word''. The lesson: [[BerserkButton Do not fuck with Ben's loved ones]].
** He does it again when Aggregor [[spoiler:mercilessly kills the five Andromeda aliens when he absorbs their powers. If it weren't for the fact that Aggregor was invincible, Ben probably would've killed him]].
* LetsSplitUpGang: Defied by Kevin in "Perplexahedron":
-->'''Ben:''' Maybe we should split up, cover more ground.
-->'''Kevin:''' Great idea. That way Aggregor can pick us off one at a time.
* LetsYouAndHimFight: When [[spoiler: kid Ben first shows up from the past, he naturally starts swinging almost immediately. It just gets worse when he realizes who Kevin is.]]
* LightningCanDoAnything: Ra'ad, one of the five prisoners of Aggregor, possesses [[ShockAndAwe electrical powers]] which allow him to fire lightning blasts, transform into electricity and travel electrical devices, and even read the minds of any life form.
* LimitedWardrobe: Finally justified. The Ultimatrix, and the Omitrix before it, apparently scanned in Ben's outfit when it scanned in his biology, and no matter what outfit he was wearing when he goes hero, he detransforms wearing the one outfit we always see him in.
** He states this explicitly for the Ultimatrix "ever since I got the Ultimatrix…" implying that the Omnitrix didn't, leaving that one still unresolved.
** {{Justified|Trope}} for Gwen in "It's Not Easy Being Gwen" as we see that her outfit is her prep school uniform.
* LoadsAndLoadsOfCharacters: About 63, all in one guy! Almost everyone Ben's turned into throughout the three series (plus Nanomech from the Alien Swarm movie, and a few we've never seen), except for Eon, can be found in the title sequence.
* LogicalWeakness: Ra'ad, and by extension Ampfibian, is highly vulnerable to water, being an elecromagnetic being, This is ironic, as the species is an ElectricJellyfish. The writers apparently thought better of the weakness later on, since Ampfibian was able to swim underwater with no problems in "Deep".
* LongLostRelative: Kevin's heretofore unseen stepfather.
** Gwen and Ben's cousin Sunny.
* LotusEaterMachine: The Cassiopeia dream eater puts whoever it attaches to into one, then feeds off the chemicals in their brain related to stress as they try in vain to fight off the resulting nightmares.
* MacGuffinDeliveryService: How Aggregor retrieves his first three escaped prisoners. Subverted for the last two: he had to make a token effort for the fourth, and the fifth gave him a lot of trouble while performing a HeroicSacrifice.
** Played straight again when retrieving [[spoiler:the first piece of the Map of Infinity; Aggregor lets the PowerTrio work through the traps in the TempleOfDoom so that he can take the Map piece for himself at the end. Same with the third.]]
* MadeOfIron: Ben is this entire trope. He's able to survive getting kicked by Bivalvan's PoweredArmour, hit by another alien powered suit, blasted by Pandor's radioactive beam, and kicked by Aggregor's [[spoiler:"Ultimate Form"]] without any broken bones or scratches ALL IN HUMAN FORM. Kevin has an excuse because of him being Osmosian allowing him to be more resistant to damage. And Gwen probably used a spell to make herself more resistant to harm.
* MagicalLand: Charmcaster and Hex are revealed to be from one much similar to the Null Void dimension, only with a purple backdrop instead of red.
* MagicSkirt: There have been many time in the series where Gwen (and sometimes Julie) are show falling legs first or huge gusts of wind are present. Everytime, it results in their hair blowing up, but their skirts stay in their place.
* MaleGaze: The camera seems to focus on Gwen's rear at times.
* MesACrowd: The second episode involves Ben using Echo-Echo-created clones of himself to do a little multitasking. Unfortunately, they suck at the CombinationAttack.
* MeaningfulName: The second episode also reveals Ben's middle name, when Gwen hits him with a FullNameUltimatum: Benjamin '''''[[JackKirby Kirby]]''''' Tennyson.
** Also: Will Harangue; Harangue means "A long pompous speech or a tirade," which seems to fit the anchorman pretty well.
** Episode 7 is titled "Andreas' Fault", so it should come as no surprise that Ben acquires an alien [[http://en.wikipedia.org/wiki/San_Andreas_Fault that can cause earthquakes]].
** In the episode "Deep", we're introduced to [[Creator/KevinMichaelRichardson Plumber Magister Pyke]], a [[FishPeople Pisciss Volann]].
* MidSeasonUpgrade: Aggregor transforms into a conglomerated form of the five aliens after he absorbs them. [[spoiler: He reverts back after Kevin takes his power for his own]].
** Midway through season 2, Ben 10,000 gives present Ben every alien he'd ever turned into up to that point (thus making the title sequence correct) along with several that he hadn't yet gotten.
* MindControl: Lucubra can control people while eating their thoughts. [[spoiler:The real Diagon]] can do this to anyone that was a victim of Lucubra. Both also involve a hefty amount of MindRape, if Gwen's reaction is any indication.
* MindRape: By the titular "Creature from Beyond" in season 2.
** [[spoiler:The real Diagon]] can also do this to anyone who was ever a victim of the above creature without warning.
* MixAndMatchCreature: Aggregor's new form consists of the legs of Bivalvan, the arms of Andreas, the torso of Galapagus, the face plate of P'andor for a neck, and a head much like Ra'ad's. [[spoiler:And as of "Forge of Creation", Kevin has done the same thing with Ben's entire alien set, minus the Ultimate forms and Alien X.]]
* {{Mondegreen}}: In-universe example; Jimmy thought Jetray's name was "Jeffrey".
* MonsterClown: Zombozo makes a triumphant return in the third episode.
* MonumentalBattle:
** For no logical reason, Harangue challenges Ben to a battle next to the Washington Monument. This leads to the MonumentalDamage below.
** The final fight with the garbage monster in "The Widening Gyre" takes place at the San Francisco Bridge.
* MonumentalDamage: Harangue manages to topple the Washington Monument and put holes in the Capitol Building with missiles inside of five minutes on ''live television''. He even [[strike:manages]] attempts to pin the blame on Ben.
* MoodWhiplash: ''Definitely'' the 'Overkill' joke at the end of "Prisoner 775 is Missing". "TooSoon?"
* TheMultiverse: In "Ben 10,000 Returns", Paradox reveals this exists. Among universes he listed are the Gwen 10 universe, a universe were Ben never had to destroy the Omnitrix to beat Vilgax, a world will Albedo ended up trapped in Alien X for over a year, the universe were ''Ben 10: Race Against Time'' took place, and the original Ben 10,000 universe, but it's stated there are others. [[spoiler:Its also revealed that the Eon they're fighting came from a universe were Ben turned into him]].
* MurderIsTheBestSolution: Captain Nemesis in "To Catch a Falling Star" is very quick to kill people to get what he wants. He seems to think that killing Ben will solve all of his problems.
* MyFutureSelfAndMe: [[spoiler:Ben teams up with his younger self from the original series in "The Forge of Creation". While the younger Ben gets a mind-wipe of the events, the subliminal memory of it is what makes him trust Kevin so quickly.]]
** Ben teams up with another version of his future self in "Ben 10,000 Returns," which is an entirely different Ben than the one in the [[WesternAnimation/{{Ben10}} original series]] episode "Ben 10,000." So technically, Ben has met [[spoiler: four]] of his future selves so far.
* MythologyGag: Young!Verdona wears Young!Ben's signature shirt.
* NakedOnArrival: Eunice.
* NeverSayDie: Averted.
--> '''Ben:''' Seriously, dude, just apologize [to Gwen].
--> '''Kevin:''' She's just scared of going back to Legerdemain. Because, y'know, how Charmcaster ''killed us all''. Good reason.
* NiceJobBreakingItHero: Ben's movement scans help the Stalker counter them.
** Another example of breaking: Kevin accidentally [[spoiler:releases P'andor, a highly-radioactive energy being, from his containment suit.]] This leads to an OhCrap face.
** A very notable case is that Ben and the others were unaware that they were unwittingly giving Aggregor back his captives each time they helped them. The last of the five finally pointed it out, and he too was caught. Just goes downhill from there.
* NoCelebritiesWereHarmed: Think of every TV news pundit you know of; Will Harangue has traits of all of them, though no real political affiliation. He just really hates Ben.
* NoOntologicalInertia: Somewhat justified with [[spoiler: the Andromeda aliens]]. Aggregor had converted them into energy so he could permanently absorb their powers. Once all the energy returned back to their original owners, they turned back to normal. (Then again, how it knew to convert them back into their physical forms is still unanswered.)
* NothingCanStopUsNow: In what has to be one of the fastest fulfillments of the trope's promise ever, Darkstar has the nerve to proclaim this after absorbing Kevin's excess energy, which was a considerable amount. Ben naturally [[ChronicBackstabbingDisorder saw it coming]], pushes a button on a nearby panel, and takes it from Darkstar before a minute has passed.
* NotSoHarmlessVillain:
** Old King Xarion of Zarcovia, his throne usurped by his own son with the help of [[spoiler:Dr. Viktor's dead body]], calls in Ben and the gang to help him… [[spoiler:after which he turns on them and uses the Ultimatrix as a conduit to bodyjack Dr. Viktor.]]
** Ssserpent when he appears in "The Perfect Girlfriend". Before, his sole role was to get his tail kicked by Ben in a few seconds, this time he'd studied Ben thoroughly and set a trap that almost ''kills'' Ben. He also manages to avoid being captured the entire episode, something few of Ben's toughter villains can't say they managed.
* NotSoStoic: Imposter Kevin doesn't hide how much he finds Jimmy Jones annoying or that he prefers to kill him personally. Yet, he doesn't even say "told you so" when Jimmy helps free the real Ben, Gwen and Kevin.
* ObfuscatingStupidity: Will Harangue acts like a typical TV news pundit while on the air, but off the air he's actually quite calculating and sinister.
** Also Ben himself in the episode "Basic Training". He spends the entire episode acting like he's ignoring DrillSergeantNasty's every order and not reading the debriefing manual… and then gets a 95 out of 100 on the tests. He's not doing it to trick anyone, though; he just didn't feel like acting like he was paying attention, even though he was.
* OfficialCouple: Still Kevin/Gwen and Ben/Julie.
* OhCrap: When Gwen informs her crazy cousin Sunny that she is strong…but her Grandma Verdona is stronger. Cue an OhCrap look from Sunny.
** In "Where the Magic Happens", Adwagia is apparently ready for anything ''except'' Ultimate Humungosaur.
** In "Nor Iron Bars A Cage", one of the Null Void robo-jailors actually goes "uh oh" [[spoiler:at the impending prison revolt.]]
* PantyShot: Gwen in 'Andreas Fault' when she is preparing to kick Sir Dagonet. They're the oddly enough...the same color as her tights?
* PlayingPossum: Argit, to save himself from Crazy!Kevin's wrath at Plumber Academy.
* PokemonSpeak: Ship. In "Eye of the Beholder", he learns a new word, "Julie!".
* PowerCopying: The Ultimatrix can scan any alien it doesn't have a copy of in the database and add it to Ben's repertoire. The downside is that he can't transform while it's doing this.
** Unless he's already transformed when it happens.
*** Ben actually starts doing this actively in "Prisoner 775 is Missing".
** Aggregor and Kevin, being Osmosians, can also do this with anything they touch. Although it comes with a WithGreatPowerComesGreatInsanity drawback, so Kevin never actually uses this aspect of his ability [[spoiler: until he turns evil, that is]].
** And for the trifecta, Eunice can absorb the abilities of Earth animals by touch [[spoiler: due to being the living avatar of an Omnitrix prototype.]]
* PoweredArmor: Ship can become one for Julie.
** The Forever Knights upgrade their suits of armor into this in "The Purge."
* PowerEchoes: Aggregor's voice sounds deeper after his transformation.
* PowerNullifier: The five aliens get thrown into a cell that disables their powers.
* ThePowerOfFriendship: {{Subverted}} in "Double or Nothing". Albedo ''could'' have been turned back to normal, and lost his entire motivation for villainy… if the aliens he was employing [[SpannerInTheWorks hadn't sabotaged his efforts]] just because they didn't want him to leave them.
* PowerOfLove: Temporarily gives Antonio an edge over Ben.
-->"You can't beat me! You fight for your own reasons, but Antonio fights for '''LOOOOOVE!'''"
* PreAsskickingOneLiner: "There's a time to go hero, and there's a time to go ''Ultimate!''"
* ProductPlacement: Possibly deliberate this time; in "Reflected Glory", Gwen explicitly refers to her internet messages as [[{{Twitter}} tweets]].
** Not surprising in the least since [[http://twitter.com/YuriLowenthal all]] [[http://twitter.com/deebradleybaker four]] [[http://twitter.com/TheVulcanSalute primary]] [[http://twitter.com/GregCipes VAs]] have an account.
* PunnyName: Will Harangue.
** The sources of Ben's newest alien forms have these:
*** Bivalvan, who looks like an anthro clam.
*** Galapagus, the turtle-guy.
*** Andreas, who uses piledrivers to cause seismic distruption.
*** Ra'ad, an old Persian word for "thunder", displays electrical powers.
*** P'andor, an alien trapped inside a suit to suppress his powers, is a reference to Pandora's box.
* TheReasonYouSuckSpeech: A mild version, from Ben to Gwen in the finale, after they fight each other and she is the one defeated.
** A more standard version in "The Forge of Creation" by [[spoiler:young Ben after Kevin goes insane again]].
--->"You're a jerk. You've always been a jerk. People try to be nice to you, but you can't ever see it. You're too busy feeling sorry for yourself."
* RevealShot: Ben is shown on the therapist's couch in "Eye of the Beholder" - zooming out reveals his therapist is [[spoiler:Jimmy Jones.]]
* RoaringRampageOfRevenge: [[spoiler:Prisoner 775 goes on one of these and tries to kill Colonel Rozum's family in revenge for Rozum's actions resulting in the deaths of his family and leaving the poor guy trapped in a horrible prison for who knows how long.]]
* RubberForeheadAlien: Agreggor looks like a human with a couple rows of spikes on his head, at least until he goes OneWingedAngel.
* RunningGag: Kevin's car still gets thrown around a lot.
** Not to mention the [[WesternAnimation/{{Ben10}} series]]-[[WesternAnimation/Ben10AlienForce wide]] running gag that, just like the Omnitrix before it, the Ultimatrix never works right when Ben wants it to.
--->'''Ben:''' '''Swampfire''' …was not who I was going for there.
** After a long time, the Hot Dog stand running gag from the original series makes a brief reappearance in "Inspector 13", where it is, predictably, knocked down or at least destroyed.
* {{Ruritania}}: The Kingdom of Zarkovia.
* SadisticChoice: Captain Nemesis tries to pull this on Ben with Julie and the hot actress. Ben unflinchingly saves Julie. After a tender moment, Julie finally brings up the actress. Cue the camera cutting to Gwen and Kevin rescuing her.
* SchizoTech: "Duped" features Ben and Kevin having to fight a Forever Knight wearing a suit of ancient Aztec PoweredArmor.
* ScreamDiscretionShot: Bivalvan in "Fame".
* SdrawkcabName: Easy to miss if you don't pay attention. In the most recent episode (as of this edit), Ben, Gwen, and Kevin, with the aid of Charmcaster, go to the dimension of "Ledgerdomain", where all mana comes from, through a [[Anime/{{Doraemon}} "Door to Anywhere"]]. Ledgerdomain is just what the natives call it, though. If you watched with closed captioning on, the name was spelled there as Yahwahtacsip, which is part of what makes it easy to miss.
** It gets better! A quick Google search reveals that the (a?) company that makes the Ben 10 toys, Pressman, has its customer service mailing address located in -you guessed it- Piscataway! WARNING: PDF: http://catalog.pressmantoy.com/index.php/rules/38-ben-10-omnitrix-duel-for-power/download
** One of its new names (now that Charmcaster has ensorcelled it to change its name every few seconds) was Eekuawlim. Others were similarly backwards Earth city names.
* SealedEvilInACan: P'andor, though he's more of a self-centered {{Jerkass}} than straight-up evil.
** That's the ''least'' of your worries, considering ''why'' [[ILoveNuclearPower he's in the armor]].
** [[spoiler:The real Diagon]] is sealed in another dimension, and the source of his power, his heart, was torn away from him and sealed by a magical sword.
* SelfDeprecation: This series seems pretty fond of poking fun at its own flaws and the flaws of the series in general. For example, at the opening of a smoothie shop doing a Ben 10 promotion, a kid calls the Alien X flavor "filler".
** Let's not forget about "Video Games", where Ben talks about the multiplayer function in the game not being a good idea.
** In "Forge of Creation" [[spoiler: Young Ben looks through the 16-year old Ben's alien repertoire, and calls most of them lame]].
* SenselessSacrifice: [[spoiler: Elena Validus kills herself to stop the Hive and save Ben, because she was the queen. However, TheStinger reveals while she did save Ben, her sacrifice didn't stop the Hive and they're still alive. A later episode reveals that even SHE is still alive and back in "queen" mode again. The sacrifice was indeed entirely pointless.]]
* SeriesContinuityError: In "Ultimate Aggregor", Galapagus is completely immune to Gwen's mana attacks, and this is stated to be a universal quality of his species. Yet in his first appearance, "Escape from Aggregor", Gwen had hit him with a mana attack successfully.
* SeriousBusiness: Julie takes her mini golf ''super'' seriously. So much so, that when a killer robot interrupts her game, she tries to attack it!
* SesquipedalianLoquaciousness: Octagon Vreedle, of The Vreedle Brothers, in an odd combination of not-too-bright and this.
* ShaggyDogStory: The first season's storyline ends up this way due to no long-lasting consequences.
* SharingABody: Ben and Ra'ad in "Fused".
* ShoutOut: "Ben Tennyson: [[{{Spider-Man}} threat, or menace?"]]
** Will Harangue's plot in "Video Games" is identical in many details to Syndrome's plot in ''TheIncredibles''. The Stalker even looks like an Omnidroid.
*** Bringing the Jameson reference full circle, it's also near identical to a plot Jameson used to attack {{Spider-Man}} back in the day.
** Ben uses an attack from ''[[ShowWithinAShow Sumo Slammers IV]]'' that looks a lot like [[StreetFighter E Honda's]] Hundred Hand Slap.
** At the start of Escape from Aggregor, Ben fights Dr. Animo and a mind controlled Yeti in [[TheSimpsons Sector 7-G]].
** During the showdown between Captain Nemesis and Ben, Captain Nemesis is referred to as the "old school" while Ben is called the "[[Film/MenInBlack new hotness]]".
** In "Ultimate Aggregor", Paradox claims he can't help with the Aggregor situation because he has other business "[[Franchise/StarWars a long time ago, in a galaxy far, far away.]]" Kevin immediately [[LampshadeHanging calls him on this]].
*** To which Paradox counters with "I'm a time traveler. How do you know I won't eventually go back in time and say it first?"
*** On the subject of Paradox, he says he DoesntLikeGuns. [[Series/DoctorWho What pacifist time traveler does that sound like?]]
**** Paradox is just one big walking shout out to [[Series/DoctorWho The Doctor]], confirmed by WordOfGod. [[spoiler: ''No spoilers.'']]
** Also, in "Where the Magic Happens", they use a [[Anime/{{Doraemon}} "Door to Anywhere."]]
** The following ep, "Perplexahedron", has the Sentinel, an ancient alien guarding the last piece of the Map of Infinity - the entire setup looks an awful lot like the last Templar guarding the Holy Grail in ''Film/IndianaJonesAndTheLastCrusade'', [[spoiler:complete with the place caving in on itself at the end]].
*** The setup of the entire station even more closely resembles the movie HyperCube, with sterile white cube-shaped rooms that move around throughout the station, distort gravity, and contain various deathtraps.
** In "Nor Iron Bars a Cage", we have a corrupt warden who kills a prisoner to avoid him helping another prisoner out. [[TheShawshankRedemption Never seen that one before]].
*** Not to mention that the antagonist of the episode is an [[Series/BreakingBad outwardly upstanding citizen who deals in the production and trafficking of blue crystals that are used as a recreational drug.]]
** In "Basic Training", we meet an arrogant Plumber cadet named [[WesternAnimation/{{Futurama}} Brannigan]].
*** Who is wearing red Valou…armor.
*** You Plumber recruits will behave, or Magister [[{{Stripes}} Hulka]] with the big toe will see how far he can shove it up your...
** In "It's Not Easy Being Gwen," we learn Max once brought [[Film/{{Gremlins}} Mogwai-kabobs]] to a family get-together... and that Gwen thinks they taste like chicken.
** In "Ben 10,000", Paradox mentions "[[MarvelComics Cross-Time]]". He explain how it works, which is very similar to DCComics' Hypertime.
*** And Eon's plot in that episode is very similar to [[spoiler:what the BigBad in ''Film/TheOne'' was trying to do]].
*** It's also similar to [[spoiler:DC Comics' ''[[ComicBook/KingdomCome The Kingdom]]'', where the supervillain Gog travels across Hypertime to destroy Superman from different realities]].
** "Moonstruck" is a WholePlotReference to the first two ''Film/{{Terminator}}'' movies, as well as the old alien invasion movies from the 1950s.
** From "Andreas' Fault", the [[WesternAnimation/Ben10AlienForce second time]] a Forever Knight is heard yelling "[[Film/MontyPythonAndTheHolyGrail RUN AWAY!]]"
*** Kevin even calls it "Creator/MontyPython week" when the Forever Knights show up in season 2.
** "The Widening Gyre" has quite a few:
*** Kevin mentions a show he used to watch that was pretty much an exact description of the plot to ''WesternAnimation/CaptainPlanetAndThePlaneteers''.
*** The two agents who show up are pretty much {{Expy}}s of [[Series/TheXFiles two other supernatural investigating agents]], complete with the dialogue being contrived to make Not-Mulder declare "I want to believe". In-universe, too, as Kevin is supremely annoyed that none of his friends [[LampshadeHanging can make the connection]].
*** Kevin also mentions a narrator from [[ThePowerpuffGirls another show]].
*** The fight at the end of the episode is pretty much exactly what you'd expect from an episode of ''Series/{{Ultraman}}'', complete with heroic music, the group's attacking the garbage monster with the Rustbucket much like the Ultra support teams, and [[spoiler:Way Big pulling out a power he was never previously shown possessing to win]]. The only thing missing would be the Omnitrix timer going off right before the finale.
** One of the Plumbers in "The Mother of All Vreedles" is an obvious homage to Don Knotts' role as ''TheIncredibleMrLimpet''.
** While Driscoll tells the story of "Saint George and The Dragon", the animation during the story is vaguely similar to that of Disney's ''Disney/SleepingBeauty''
** In "Solitary Alignment," Azmuth tries to explain to Ben and the gang how they can't interact with anyone in (what we know as) a PensieveFlashback, but eventually stops and tells himself that they probably can't understand what he's trying to say. Ben's response is that it's "pretty simple if you've ever seen ''Literature/AChristmasCarol''." Azmuth has no idea what he's talking about.
* ShowDontTell: Inverted with the Area 51 prison and its supposedly terrible conditions. We only get a secondhand description of it by Ben as "inhuman."
* SillyRabbitIdealismIsForKids: Ben's explanation as to why he isn't bothering trying to fix Kevin again.
* SpiderTank: Although it's closer to a HumongousMecha, Will Harangue attacks Ben with one in "Video Games".
* SternChase: The 2nd and 3rd chapters of season 1 (the Map of Infinity and the [[spoiler:search for Kevin]]) have elements of this.
* StockholmSyndrome: Jennifer Nocturne suffers a serious case of this in "Catch a Falling Star", falling in love with her former kidnapper Captain Nemesis and becoming his accomplice.
* StoryArc: Season 1 has the "Prisoners of Aggregor" arc, followed immediately after by the "Map of Infinity" arc. Now the remainder will be dedicated to [[spoiler: rescuing Kevin from himself.]]
** Then we get into Season 2, which starts to look like a subversion (ala Season 3 of ''Alien Force'') until Paradox's warning in "Ben 10,000 Returns".
* StringTheory: Jimmy has a board like this for alien encounters.
* SuicideByCop: [[spoiler:It becomes apparent that Prisoner 775 was attempting this by holding Colonel Rozum at pretty much knife point. He doesn't defend himself or attempt to kill Rozum when Ultimate Wildmutt charges him, he just lets himself be attacked and begs to be killed so he can rejoin his lost family…]]
* SummonBiggerFish: Gwen can't beat her full-Anodite cousin, Sunny, so she calls her grandmother Verdona, who easily puts Sunny in her place.
* SuperEmpowering: The process Aggregor used to take on his OneWingedAngel form.
* SuperMode: The aliens' Ultimate forms. According to the official site, only half of the initial ''Alien Force'' aliens are getting them (though Cannonbolt is in place of Alien X, for [[AwesomeButImpractical obvious reasons]]).
** Eventually, Wildmutt also got one.
* TeensAreShort: Ben, Gwen, and Julie play this straight. Kevin, Cooper, Darkstar, and Teenage Max avert this.
* TheTeaser: Used often, particularly in "Escape from Aggregor" which starts with a battle with Dr. Animo ''in snowy mountains.'' Y'know, a ColdOpen.
* {{Telepathy}}: The alien Ra'ad is able to read the minds of life-forms through the electrical pulses in their brains.
* ThatManIsDead:
-->'''Overlord:''' Captain Nemesis is dead. From now on, call me, '''''OVERLORD!'''''\\
'''Goop!Ben:''' How about we call you a good therapist?
* ThemeNaming: [[http://en.wikipedia.org/wiki/Azimuth Azmuth]] and [[http://en.wikipedia.org/wiki/Zenith Zenith]]. They're both named after astronomical terms.
** "Albedo" means "mirror." In this case- a mirror image of Ben.
* ThisIsUnforgivable: The entire cast's reaction to Rozum's imprisoning 775 aliens for decades in horrible conditions with no good reason other than "national security" and without due process of law, instead of handing them over to the Plumbers for a proper trial. The audience probably agrees.
* TidallyLockedPlanet: Mykdl'dy is a tidally locked planet with one side burning, and the other side frozen.
* TimeSkip: According to WordOfGod, the time between the finale of ''Alien Force'' and the beginning of ''Ultimate Alien'' is only a few weeks; Ben and Gwen have their birthday in that short time frame. This means, according to information from the first series, that the starting point of this new story is roughly some time after New Year's. [[note]]For those who don't remember, Ben was arguing that Gwen was obsessive for planning her birthday party 6 months in advance, in the middle of Summer. This places their shared birthdays in winter, and Kevin's apparently not too long before.[[/note]]
* TookALevelInBadass: Rojo, who got two appearances in the first series, has a new gang, and each girl has her own suit of PoweredArmor and combination CoolBike[=/=]FlyingCar. Okay, so they're still pretty easy to beat, but they still deserve points for trying.
** The peace-loving Galapagus seems to fit this bill. Inside of one episode, he learned how to kick butt.
** Psyphon, Vilgax's former lackey, has done this as well, utilizing the technology left behind by Vilgax to make himself a dangerous foe. He would have killed Ben if not for Cash and JT.
** The entire Forever Knights organization in "The Purge."
** Ben himself in the episode "The Purge" where he goes on a Hannibal Lecture to the Forever Knights if they kill the prisoner aliens.
* TookALevelInJerkass: Julie, at times.
* ToothbrushFloorScrubbing: Ben is forced to do this by DrillSergeantNasty magister Hulca in the episode "Basic Training".
* TrainJob: Rojo and her crew are attempting to rob a train in "Hit 'Em Where They Live".
* TransformationSequence: From Ben to his alien forms, and from there to their Ultimate forms.
* TruthInTelevision: The Pacific Garbage vortex from "The Widening Gyre" is an actual thing. And it really is the size of Texas.
* TurtlePower: Now in heroic and villainous flavors, Galapegus[=/=]Terraspin and Addwagia from "Where the Magic Begins".
* UnexplainedRecovery: Aggregor's and Evil Kevin's victims all get better at the end of the season finale.
* TheUnmasquedWorld: Ben's SecretIdentity is no longer secret.
* UnusualEuphemism: Kevin had to learn "astrophysics" on the street. The context makes it clear he's talking about sex. He was asked where little Celestialsapiens - cosmic superbeings of Alien X's race - come from. He answered "When two constellations love each other very much..." and gives the "astrophysics" line when given a glare by Gwen.
* UnwittingPawn: Nice job, [[spoiler:Vilgax]]. Trusting the mysterious voice promising you untold power when you [[SealedEvilInACan release it]] from its prison [[SarcasmMode was in no way unwise]]. [[spoiler:It really wasn't, as Vilgax found a way to reverse the situation.]]
* VerySpecialEpisode: Mild case. In the episode "It's Not Easy Being Gwen", Kevin and Gwen directly talk about how he dropped out of school, and she encourages him to go get a G.E.D. They haven't followed up on that.
* VillainEpisode: Kinda-sorta with "Where the Magic Happens"; next to Gwen, Charmcaster is the main character of the episode.
** Similarly, "Couples Retreat" focuse more on Charmcaster and Darkstar then it does the heroes.
* VillainTeamup: Zombozo, Charmcaster, and Vulkanus in the third episode.
** Later, [[spoiler: Charmcaster and Darkstar, though Charmcaster isn't a [[AntiVillain full-out villain anymore]], and ends up literatelly showing Darkstar the door once she realizes he's using her for her power.]]
* VillainsOutShopping: The Forever Knights are occasionally subject to this. Jimmy plays a VideoGame/WorldOfWarcraft {{Expy}} with one.
** When the team tries to track another one down, they find him at home, in his underwear but still wearing the helmet, brushing his teeth.
* VisualPun: Ma Vreedle really has eyes in the back of her head. And her apron strings are practically CombatTentacles.
* VoluntaryShapeshifting: See TransformationSequence above.
** Kevin, Gwen, Sunny, and Aggregor as well, unless shapeshifting is only used to describe going between more than two forms.
* VoodooShark: When questioned [[http://dwaynemcduffie.com.lamphost.net/forums/viewtopic.php?p=33390#p33390 on why Harangue met no significant jailtime]] in "Video Games" for a robot attacking Ben and causing property damage, [[WordOfGod Dwayne]] said that Harangue just didn't broadcast those parts. The poster then states that Harangue was broadcasting ''live'', and that it's quite possible people in-universe would catch the obvious gaps in the program, the fact it was a very public place, and that the monitor had Harangue's face on it.
* WasItReallyWorthIt: Max, and to a lesser degree Ben, confront Colonel Rozum with this question after his actions lead to a vengeful alien trying to murder his family to take revenge for all the horrible things he'd done to him. Rozum responds that it was, but Max and company clearly don't agree.
* WeaksauceWeakness: The plant monster that dissolves on contact with ''peanuts'', though it's more likely the fact that they were salted that made them dangerous. Still, it worked ridiculously well.
* WeaponizedAnimal: The nose-shooting alien fish on planet Pisciss in "Deep".
* WhamEpisode: Both "A Knight to Remember" and "Solitary Alignment" reveal a lot about the leader of the Forever Knights, among other things.
* WhatMeasureIsANonHuman: Invoked by Ben in season 2 in regards to Eunice. [[spoiler: Azmuth says she is a construct no different than the aliens Ben transforms into, Ben disagrees]].
** Colonel Rozum's opinion on the aliens he imprisoned in Area 51 without due process of law (as when Ben and company capture an alien, they leave it to the Plumbers to give them a proper trial) is they aren't human so he doesn't have to treat them like them. [[WhatTheHellHero Ben and company strongly disagree]].
** The Forever Knights' creed is basically their answer to this question.
* WhatTheHellHero: Ben delivers one to [[FallenHero Captain Nemesis]] after defeating him:
--->'''Ben''': How could you do this? You were a hero! I had a poster of you in my room! How could you forget? This isn't about the fame! It's about saving people!
** Grandpa Max and Gwen call Ben out[[note]] Max out of curiosity since he agrees, Gwen incredulously since she doesn't[[/note]] on how his "the needs of the many outweigh the needs of the few" attitude towards Crazy!Kevin doesn't fit Ben's usual optimistic perspective. Ben responds with SillyRabbitIdealismIsForKids.
** Ben's entire group, including Max, call out Colonel Rozum when they discover he's been keeping aliens prisoner in horrible condition for over 50 years without due process of law. Not only is this morally wrong, it violates interplanetary law. He "justifies" his actions by being his duty to serve and protect his country, no matter the cost.
** [[spoiler: In a "What the Hell, AntiVillain" moment, Charmcaster's father calls her out on using life-exchanging black magic to resurrect him. Apparently, it didn't occur to her that he might not approve of her killing '''600,000''' ''living beings'' just to bring him back. Then he sacrifices himself to undo her work, leaving Charmcaster in a mix between HeelRealization, MyGodWhatHaveIDone, and VillainousBSOD.]]
* WholeCostumeReference: One of the three safecrackers in "Too Hot to Handle" is dressed identical to [[WebVideo/DoctorHorriblesSingAlongBlog Dr. Horrible.]]
* WholeEpisodeFlashback: There are two:
** One, "Escape From Aggregor", describes the Andromeda aliens' capture by and escape from Aggregor before the beginning of the series.
** The other, "Moonstruck", concerns how Grandpa Max and Verdona met.
* WholePlotReference: "Computer Games" is a 30 minute homage to the Spider Slayer from the {{Spider-Man}} comic.
** "Moonstruck" has a thread running through it that makes it an homage to the first two ''Film/{{Terminator}}'' movies.
** "The Big Story" to ''[[spoiler:InvasionOfTheBodySnatchers]]''.
* WithGreatPowerComesGreatInsanity: The reason why Kevin was such an evil kid in the first series. Osmosians are driven mad by absorbing energy. Aggregor claims this is just a lie by the powerful, but given how unstable he is already he's not exactly a reliable source.
** [[spoiler:Kevin did it again, though it was a HeroicSacrifice to save the universe and defeat Aggregor. It cost his sanity, but he got better.]]
* WoobieDestroyerOfWorlds: Prisoner 775 from the self titled episode. He was imprisoned for years for doing nothing more than being exiled to Earth for trying to save his homeworld from a brutal tyrant. By the time he got out, the rebellion had lost and his family was dead. With this on top of being confined to horrible conditions for whoever knows how long, one can't blame him for going on a RoaringRampageOfRevenge against the one responsible for doing that to him...
** Meanwhile, [[spoiler:the last leg of Season 1 gave us Kevin, who absorbed energy to save the universe from Aggregor at the cost of his sanity and body. Lacking almost virtually any sense of control, he promptly goes on a RoaringRampageOfRevenge against ''everyone'' that wronged him. Most of his targets did things that were quite minor, but a few actually do deserve it.]]
--->[[spoiler:"I'm the one who gets turned into a monster! I'm the one nobody ever trusts or cares about! ... Face it, Gwen! Whatever I look like, I'm a freak!"]]
** [[spoiler: Charmcaster, after becoming a near HeelFaceTurn before, becomes a near literal example of this in "Enemy of my Frenemy" when her desire to revive her father drives her to sacrifice all the souls in her home world to bring him back, and breaks down crying when he calls her out on what she'd done and is left [[BrokenBird broken and alone.]] Even Gwen, whom she betrayed, can't bring herself to hate her after this.]]
* {{Yandere}}: Elena, after she's revealed to be NotQuiteDead.
--> ''(in Julie's form)'' Maybe I don't know what love is... But know I know what hatred is.
* YankTheDogsChain: Cash and J.T; the one time they're actual heroes, no one believes them.
** Charmcaster, over and over again. [[spoiler: She's able to return to her realm? She ends up trapped in it. She frees her realm? It's people proceed to fight a civil war over it. She ressurects her father? He goes back to being dead so that the souls sacrificed to bring him back can return. She finds a boy who likes her? He doesn't, and is using her for her power.]]
* YouCalledMeXItMustBeSerious: Inverted. Charmcaster asks Darkstar to call her by her real name rather than "Beautiful" to prove his insistence that he truly cares for her. He fails this test spectacularly.
* YouCantThwartStageOne: Was there ''really'' any doubt Aggregor would absorb the powers of the five aliens?
** Or that he would get the entire Map of Infinity?
* YouWillBeAssimilated: [[spoiler: Kevin's finally gone full-on [[Series/{{Heroes}} Sylar]] in the season finale, hunting down and apparently killing the other Plumber's Kids and assorted other aliens on Earth to gain their powers. What's really terrible is that, unlike Aggregor, his ability lets him take another person's powers without killing them. However (to quote the other power-stealing sociopath from New York City) he just likes killing people. The characters even mention [[HorrorHunger The Hunger]] analogy.]]
** The Hive.
----