History Characters / Ben10Villains

Due to size, this page has been split into subpages.

[[index]]

* [[Characters/Ben10VillainsOriginalSeries Villains premiering in the Original Series]]
* [[Characters/Ben10VillainsAlienForce Villains premiering in Alien Force]]
* [[Characters/Ben10VillainsUltimateAlien Villains premiering in Ultimate Alien]]
* [[Characters/Ben10VillainsOmniverse Villains premiering in Omniverse]]
* [[Characters/Ben10VillainsSpecials Villains premiering in the specials]]

[[/index]]

[[foldercontrol]]

[[folder:Vilgax]]

!Vilgax
-> Voiced by Creator/SteveBlum (Original Series, Omniverse), James Remar (Alien Force, Ultimate Alien)

--->''"You hold the key to a power struggle so ancient, so vast, it is ''beyond'' your feeble comprehension. Picture an entire army each in command of an Omnitrix and all at ''my'' command. I will be invincible. I will rule the Universe! And the only thing standing between me and my destiny is ''you''."''

Ben's atitled ArchEnemy. A sadistic, violent and ambitious alien EvilOverlord, Vilgax is obsessed with getting the Omnitrix so he can use it to create an army of shapeshifting drones able to adapt to any situation, and as such able to defeat anyone in the galaxy. Recognizable by his {{Cthulhumanoid}} appearance, he is considered like [[TheDreaded the most dangerous and feared life form in the Ben 10 Universe]].


* AlwaysSomeoneBetter: For Psyphon.
* '''ArchEnemy''': THE Archenemy to Ben; while several villains have been considered as major enemies to him, Vilgax is by far the one considered (both in-universe and by fans) as the most important and iconic. Runs in the family, before Ben, he considered Ben's grandfather Max his archenemy.
** To the point that in the GrandFinale of ''Ultimate Alien'', Ben is more worried about Vilgax than he is about ''[[EldritchAbomination Diagon]]''. [[spoiler:And rightly so.]]
* {{Badass}}: He can go toe to toe with almost all of Ben's alien forms of his own in a bare hand fight, when he is not [[CurbStompBattle Curb-Stomp Battling]] them. In fact, Ben could never truly defeat him in a direct fight until he unlocked [[AttackOfThe50FootWhatever Way Big]].
* BadBoss: while it was hinted in Alien Force that he cared to some extent about civilians on his planet, it's clear in all series that he is awful to his subordinates; he openly threatens [[TheDragon Psyphon]] with death twice, and, when ordering Rojo to go after Ben, clearly says he will [[YouHaveFailedMe "reduce her to dust" if she fails]]. In the original series, he was so terrible to work with that he had to rely on MechaMooks due to the lack of guys willing to serves in his army.
* BeardOfEvil: His iconic tentacle beard.
* BigBad: Original series season 1,Secondary Big Bad in Seasons 2,3,& 4, ''Secret of the Omnitrix'' movie, and ''Alien Force'' season 3. [[spoiler:He also serves as the TrueFinalBoss of ''UltimateAlien''.]] Basically for the entire franchise. No matter how dangerous Ben's enemies get, the position of Big Bad will always default to Vilgax one way or another.
* ChronicBackstabbingDisorder: Did this to Albedo, and later, [[spoiler: Diagon]]
* {{Cthulhumanoid}}: Worth note is he's actually mistaken for another Great Old One in ''Ultimate Alien''.
* DarkLordOnLifeSupport: Vilgax must command his armies from a tank of goop until the first season finale due to the space battle in the series premiere. ''Ultimate Alien'' also sees him needing to work through others while regaining his strength.
* TheDeterminator: no matter how many times he fails to get the Omnitrix, he is ''still'' trying to go after it, even after the 5 years TimeSkip between the original series and its sequels.
* DidntSeeThatComing: His biggest flaw. His defeats ''always'' result from something he didn't expect to happen and he has difficulty dealing with it when it happens.
* TheDreaded: In a universe filled with {{Eldritch Abomination}}s, {{Evil Sorcerer}}s, Alien Invaders with {{Death Ray}}s available on a large scale, [[OurGhostsAreDifferent Ghost Aliens]] {{Evil Overlord}}s, {{Monster Clown}}s and psychotic mutants amongst other things, ''this'' guy is still considered the most dangerous being. ''[[BadassGrandpa Max]]'' has a major OhCrap moment when learning about his return in the original show, and Ben is more worried about him than ''[[EldritchAbomination Diagon]]'' in the Ultimate Alien finale. [[spoiler: [[EvilerThanThou And rightly so.]]]] Furthermore, his return to Vilgaxia sent even the Inkurseans packing, thus securing his place as the most dangerous being in the Universe.
* EvilOverlord
* {{Expy}}: A combination of Cthulhu for the appearance (squid-like being with claws a humanoid body) and {{Darkseid}} for the personnality and context (sadistic EvilOverlord and mercyless murderer who is TheDreaded in all the galaxy). Amusingly, he actually gets mistaken for a Great Old One by humans in ''Ultimate Alien''. Also, the bio-implants in his arms seems to work a bit like [[Franchise/{{Batman}} Bane's Venom]] In regard to the Darkseid portions, his Original Series and ''Omniverse'' voice actor, Creator/SteveBlum would later voice the real Darkseid in ''WesternAnimation/JusticeLeagueWar''.
* GalacticConqueror
* GeniusBruiser: a DangerouslyGenreSavvy ManipulativeBastard in a [[TheJuggernaut Juggernaut]]'s body.
* HijackedByGanon: Don't ever expect him to just be a side-villain if he's working with another villain, because he's more likely to be the bigger threat. To give an example, in "Ben 10,000", the episode sets up Dr. Animo as the villain, but after Vilgax appears in the plot, Animo is defeated quickly by Gwen and Max and phased out of the plot rather immediately, in favor of both Bens fighting Vilgax.
* [[spoiler:HijackingCthulhu: Vilgax ends up as TheDragon to Dagon, a Cthulhu {{expy}}. That lasted as long as it took Vilgax to have ''his'' Dragon drop by with some special equipment, at which point he absorbed Dagon and took his power.]]
* JokerImmunity: No matter what, he is going to survive whatever life-threatening danger he's gotten into, whether it be a nuclear explosion or being thrown into space (though his implants make that one outright plausible). Even in a future where he was ''literally torn to pieces'', he's just brought back to life. [[AllThereInTheManual The Omnifacts, however, confirm that Vilgax will meet his end approximately 200 years in the future]].
** It was actually lampshaded by Ben in the Alien Force finale:
---> '''Ben''': He has survived worst [than his own ship's explosion].
** And again in the Ultimate Alien finale.
--->'''Kevin''': I thought Vilgax was dead.
--->'''Ben''': Which time?
* TheJuggernaut: being sent away on a nuclear missile? No problem, he is back on business a few years later. Blown up inside his spaceship ? WeCanRebuildHim. Trapped in a PhantomZone? He somehow gets out of it. Hurled in space? He ''still'' comes back. [[spoiler:DemotedToDragon by an EldritchAbomination? He ''[[OutGambit Out-Gambits]] [[DidYouJustScamCthulhu it]]''.]] ''Nothing'' seems to stop him for long.
* KnightOfCerebus: Any episode he had some sort of presence in, the tone would become less humorous. A little less so in Alien Force, but again in Ultimate Alien.
* LargeAndInCharge: He is around ''Humongousaur''-sized.
* LightningBruiser: stronger than Fourarms. Fast enough to catch a ''running'' [[FragileSpeedster XLR8]].
* MadeOfDiamond: He survived a point-blank ''nuclear explosion'', and that was ''before'' he got enhanced!
* MajorInjuryUnderreaction: He doesn't seem to care nor mind when his body is excessively damaged. Hell, the first series starts with him ''blown to smithereens''. His response? He just starts griping about the fact he doesn't have the Omnitrix. He's probably used to damage of this caliber, as the above trope implies.
* RedEyesTakeWarning
* [[BatmanCanBreatheInSpace Vilgax Can Breathe in Space]]
* VillainTeamUp: With Kevin 11 in the season 2 finale of the original show, then with Albedo in the Alien Force finale. [[spoiler:He ends up betrayed by the former and betraying the latter.]]

[[AC:Original Series]]

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* AllThereInTheManual: Aside from what seems to be his natural ability to [[NighInvulnerable survive almost anything]], the second season finale explained that the reason he survived his ship's explosion and ended up in ''outer space'' (his warship was destroyed on Earth) was due to using a teleport on his ship to escape the crash.
* DangerouslyGenreSavvy: He spent a lot of time studying the Omnitrix, giving him the ability to turn it off whenever he wants to. He also exploits Ben's inability to not go to areas where evil's afoot. Most of the time he fails is because, as detailed above, [[DidntSeeThatComing something that he never expected happens]].
* ForTheEvulz: When asked if there's a safer way to remove the Omnitrix in [[WhatIf Gwen 10]] by Gwen, he asks "And what fun would ''that'' be?".
* ImplacableMan
* PowerNullifier: Touching the Omnitrix symbol allows him to detransform Ben.
* SadisticChoice: In "Secrets", he attacks the Rustbucket and holds Gwen and Max hostage, and would only let them go if Ben handed himself over. Ben relented.
* VillainousBreakdown: It's subtle, but every time Vilgax appears after the season 1 finale, he's slightly more erratic, and he gets progressively more hellbent for the Omnitrix on Ben's wrist, then again, when you're a galactic overlord constantly getting beaten down by a kid, his grandpa, and his cousin, that does guarantee a breakdown.
** Made much more obvious in TheMovie. He goes from ''just'' going after the Omnitrix to being bent on killing Ben to get it. This is the result of him being thrown into the Null Void, which he displays a TwitchyEye whenever its mentioned. This goes so far that he turns up a chance to get the Omnitrix if he shuts down its self destruct (which he's probably smart enough to do so) and saves the universe because it doesn't involve killing Ben.
* WeCanRebuildHim: in his first appearance, he is almost killed by a beam from the ship he was following. It takes the whole season, but he is eventually repaired and enhanced genetically and cybernetically, resulting in the look he has for most of the first series.

[[AC:Alien Force]]

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* {{BFS}}: It can shoot beams, cut through diamond and coat itself with flame/ice, amongst other things.
* [[spoiler:EnemyMine: with Ben in ''Ghost Town'', to free his planet. However when Ghostfreak took over Ben, Vilgax did attempt to kill both Ben and Ghostfreak at the same time.]]
* EvenEvilHasStandards: [[SubvertedTrope Subverted]]; his respect of the Galactic Code in ''Vengeance of Vilgax'' was, if anything, PragmaticVillainy, as it allowed him to easily conquer 10 worlds without wasting any resources and gain several new powers in the process; plus, in the following episodes, he has ''no problem'' breaking said code.
* KneelBeforeZod: Attempted this on Ben in the finale [[spoiler:after he took the Omnitrix from him]]. It didn't work.
* NobleDemon: It's implied in ''Ghost Town'' that he actually cares to some extent about his people. Unclear if he really was this or if it's just his VillainWithGoodPublicity status.
* OneWingedAngel: Though not quite as frightening as it could potentially be, as seen [[http://ben10.wikia.com/wiki/File:Vilgax_True_Form.png here.]] According to WordOfGod, he could always do this, but there weren't many situations were it would actually come in handy.
** Fortunately for him, this form happened to fit the description of the alien worshiped by the Flame Keepers Circle, allowing them to play them as pawns in Ultimate Alien.
* PowerCopying: Begins defeating heroes across 10 worlds and absorbing the powers of those he defeated.
* PragmaticVillainy: He acts as an apparent benevolent ruler on his planet to ensure a VillainWithGoodPublicity status, and followed a galactic code to use it as a way to make his invasions easier.
* RedBaron: "Conquerer of Ten Worlds". ''Omniverse'' simplifies it as just "The Conquerer".
* SuperPowerLottery
** EyeBeams: ''a la'' {{Darkseid}}.
** FlyingBrick
** FlyingFirepower
** SuperBreath
* VillainWithGoodPublicity: Implied to have gone that route since the CardCarryingVillain persona didn't fare well for him. It worked out pretty well for him, as it let him conquer 10 worlds in a fairly short length of time, and the inhabitants of his home planet love him.

[[AC:Ultimate Alien]]

* AGodIAm: Seeks to absorb the power of Diagon, the EldritchAbomination he'd been impersonating. [[spoiler:In the end, [[DidYouJustScamCthulhu he succeeds]].]]
* DealWithTheDevil: Makes a deal with Diagon, an EldritchAbomination, to free it from [[SealedEvilInACan its can]] in exchange for the power to conquer the universe. [[spoiler:Unfortunately for Diagon, he wasn't the devil in the deal.]]
* DevourTheDragon: [[spoiler:Somewhat Inverted. Kills and absorbs [[EldritchAbomination Diagon]] to take his [[AGodIAm god-like power for himself]], but Vilgax technically was TheDragon in the whole thing. However, Diagon was his UnwittingPawn the entire time, so it may have been played straight.]]
* [[spoiler:EvilerThanThou: Diagon realized too late that Vilgax was not to be underestimated.]]
* [[spoiler:DidYouJustScamCthulhu: he successfully manipulated Diagon by faking submission, letting him kill George and eventually use a machine brought by Psyphon to absorb him, gaining his powers.]]
* TheDragon: Becomes this to Diagon.
** TheStarscream: Ben [[GenreSavvy instantly realized]] Vilgax wouldn't submit to this unless he had ''something'' up his sleeve. [[spoiler:He was right, Vilgax let Diagon kill Sir George and beatdown Ben and company before stealing his power, absorbing Diagon in the process.]]
* EliteMooks: The Flame Keepers' Circle's Esoterica are a lot more dangerous than his old MechaMooks.
* ExactWords: Vilgax assures Conduit Edward that's he going to "transform" the Earth.
--> '''Vilgax:''' When I'm done with this planet, you won't recognize it!
* GodGuise: Was mistaken for the alien worshiped by the Flame Keepers' Circle, Diagon the Knowledge Bringer. He's just enough of a ManipulativeBastard to make complete use of this, gaining a group of very competent minions with UndyingLoyalty towards him. This does have a drawback, however, as only his OneWingedAngel form resembles Diagon and he can't revert to his normal form in their sight. Bonus points as Diagon is named after an actual pagan god and a [[EldritchAbomination Great Old One.]]
* HowTheMightyHaveFallen: Subverted. While he's lost his empire (since he was declared dead, it ended up crumbling without him) and is trapped on Earth, he's gained a legion of surprisingly competent and dangerous henchmen who have UndyingLoyalty towards him. [[spoiler:In the finale, he ends up temporary absorbing Diagon and becoming a PhysicalGod- which is still his biggest accomplishment to date]].
* [[spoiler: MacGuffinDeliveryService]]: [[spoiler: His obsession with gaining Diagon's power causes him to deliver its heart's power back to the EldritchAbomination, despite Ben warning him that him was being manipulated]].
* ManipulativeBastard: Weakened from his previous battle, he gladly played first the role of a sideshow freak to regain his strength and then as Diagon, an alien worshiped by the Esoterica, to get himself a personal cult of followers that would do absolutely anything he desired. He [[spoiler:even managed to trick Julie into working for him for a short time]].
** [[spoiler:In the end, it turns out [[DidYouJustScamCthulhu he was manipulating]] ''[[EldritchAbomination Diagon]]'' the entire time to steal his power.]]
** [[spoiler:And again after Ben defeated him and took Diagon's powers from him, he tried to corrupt Ben by convincing him to use it to go KnightTemplar. He almost succeeded.]]
* NiceJobFixingItVillain: [[spoiler:Diagon was crushing the heroes with little effort...until Vilgax made his move and absorbed his powers. His own ego pretty much does the rest.]]
* NotSoDifferent: Vilgax invokes this with Ben in the finale, claiming they both use power to impose their will on the universe.
* [[spoiler:OutGambitted: Diagon thought he was in control of Vilgax the entire time. He wasn't, Vilgax was really the one manipulating Diagon the entire time, thus making Vilgax the true BigBad of the final season.]]
* [[spoiler:PhysicalGod: After he absorbed Diagon. Then get turned back to normal by Ben.]]

[[AC:Omniverse]]

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* TheBadGuyWins: [[spoiler:He escapes to Vilgaxia after his shackles are broken.]]
* BlatantLies: When Ben agrees to free him so he can help him fight Attea, he immediatly throws him at Eighteight and Attea before running away. When Ben catch him again later, he states that he knew Ben would easily defeat them and just did it as a diversion so they could meet again later. Yeah, sure...
* [[spoiler:BondVillainStupidity: He had the occasion to kill Ben when he incapacited him but just escaped while ''leaving him alive''. He didn't even took him so he could get the Omnitrix from him.]]
** To be fair A.The new Omnitrix only works for Ben. and B. [[spoiler:They were in danger from the Incurseans as well and his home planet was under attack, so he could've simply left Ben alive in order to act as a makeshift distraction or been in a rush to help his home planet.]]
* BroughtDownToNormal: He doesn't seem to have the powers he absorbed anymore, as he doesn't use them, was captured by the Plumbers off-screen, and was easily restrained.
* TheComicallySerious: Portrayed more as this than in other entries. According to him though, comedy isn't big on his planet.
* DeadpanSnarker: He's got much more of a sense of humor in this series, whereas each previous series had him make very few jokes (the first series didn't have him making any at all, being the very first [[KnightOfCerebus no-nonsense]] villain.).
* FangsAreEvil: His teeth are notably portrayed as sharper than they were in the previous installments.
* [[spoiler:JerkWithAHeartOfJerk: He [[TakingTheBullet throw himself in front of Ben when Attea shoots at him]]... so his manacles would get destroyed by the blast, allowing him to escape.]]
* ManipulativeBastard: Has gained a reputation for this in ''Omniverse''. So much so that the Plumbers plan to leave Vilgax in an entire automated prison complex all by himself so he can't manipulate anyone else ever again. [[spoiler:He still ultimately manipulates his way to freedom.]]
* NotMeThisTime: When Ben and Rook are escorting Vilgax to a hight-security prison in ''Vilgax Must Croak'', they get attacked, and Ben immediatly assumes this is part of Vilgax's plan to escape. Vilgax, however, assures he has nothing to do with it. Turns out he is telling the truth: the attack was from Princess Attea, who wants him dead.
** [[spoiler:However, it turns out he ''was'' trying to weasel his way out, such as having Ben shut off his manacles and [[BlatantLies claiming that he threw Ben as a diversion to rendevous with him later on]]. He later took on a blast from Attea, which made it look like he was going to save Ben, but really, the blast would destroy his restraints. He incapacitates Ben, Attea and her bounty hunters, only to escape to his home planet later on.]]
* OffscreenMomentOfAwesome: Somehow, the mere fact of coming back on his home planet saved it from Incursean invaders.
* TakingTheBullet: He does this to prevent Attea from destroying Ben, which seemed heroic... [[spoiler:but it turned out this was a trick to destroy his restraints and escape later on.]]
* VillainHasAPoint: His argument to defend himself when accused of being behind the escape (that he would have perished with them had he tried to destroy the place) makes perfect sense. Vilgax also tells Ben that, while Ben could easily be rid of him by giving him to Attea, it will only allow the Incurseans to take over not only Vilgaxia, but by extension more planets.
* VocalEvolution: Steve Blum seems to have decided to tone down the guttural growling that the first series used for the character, in favor of him being calmer and quieter, probably to further allow him to make snide remarks.
* WhatCouldHaveBeen: Derrick J. Wyatt initially intended to have him wearing a respirator similar to the one he had in the Original Series, but Cartoon Network insisted that his mouth was visible for more facial expressions.

[[/folder]]

[[folder:Psyphon]]

!Psyphon
-> Voiced by Creator/DeeBradleyBaker

Vilgax's assistant and lackey, introduced in season 3 of'' WesternAnimation/Ben10AlienForce'' (before this, Vilgax couldn't find anyone willing to join him on a regular basis and was limited to using robots). Few thing are known about Psyphon, though WordOfGod said he was originally from one of the 10 worlds conquered by Vilgax. He is a skilled scientist in charge with most of Vilgax's technology. For unknown reasons, Psyphon is deeply loyal to Vilgax.

[[AC: Alien Force & Ultimate Alien]]

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* AvengingTheVillain: Attempts this on Ben to avenge Vilagx's apparent death. He fails.
* TheDragon: To Vilgax.
* EvilGenius: He appears to be an brilliant scientist and often is the one building devices for Vilgax.
* {{Expy}}: he does have some similarities with [[NewGods Desaad]], [[WesternAnimation/YoungJustice with whom he shares a voice actor.]]
* GadgeteerGenius
* LeanAndMean
* NotSoHarmlessVillain: For most of the series, he was a rather passive character, usually leaving his master do the fight while he sticked to scientist and servant purpose. As a result, when he decides to avenge Vilgax in ''Reflected Glory'', Ben doesn't take him seriously. Turns out he can fight toe to toe with ''Ultimate Spider-Monkey''.
* RedAndBlackAndEvilAllOver
* RedEyesTakeWarning
* UndyingLoyalty: He is incredibly loyal to Vilgax, going as far as trying to avenge him after Ben apparently killed him, and kept serving him even after his empire fell apart. Considering Vilgax is not above threatening him occasionally, this truly ''is'' loyalty.

[[AC: Omniverse]]

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* AnimalMotifs: His appearance in ''Omniverse'' is rather shark-like.
* AscendedExtra: While he was a fairly recurring character in the ''Alien Force''/''Ultimate Alien'' era, he rarely did anything beside serving his master. ''Omniverse'' has him starting his own business and acting as a independent villain.
* AxCrazy: He takes glee in causing pain and harm to Ben and Rook, and considers eviscerating one of his own henchmen.
* BadassBookworm: A genius in technology and science, but also a remarkable fighter when given the chance to prove himself.
* BadBoss: Considers either thanking or eviscerating Bubble Helmet for bringing Ben to him. [[TakeAThirdOption He just electrocutes him]].
* [[spoiler:BatmanGambit: In "Outbreak", when breaking out of jail, he overloads the Null Void projector, threatening to cause it to suck all Bellwood in the Null Void if he and his accomplices aren't freed. The Plumbers then shut down the energy to stop the overload. Turns out it was exactly what he wanted, since it also cause their confinement forcefield to shut down and will allow them to escape.]]
* CharacterizationMarchesOn: In most of his AF/UA appearances, he was a rather stoic and serious villain (except in some parts of the video games). ''Omniverse'' portrays him as more [[EvilIsHammy hammy]] and AxCrazy, with a stronger tendency for [[{{EvilLaugh}} Evil Laughter]] and quirks.
* ConMan: He has become Undertown's main crime boss by the time of Ben10Omniverse. [[spoiler: Especially shown in ''Special Delivery'', where he auctions off Fistina to date someone and tries to auction off a dwarf star.]]
* DangerouslyGenreSavvy: He's fully aware of Ben's ChronicHeroSyndrome and exploits this when he messes around with his nerves, correctly expecting Ben to make sure he doesn't hurt anyone.
** He [[spoiler:just decides to ''use'' the Dwarf Star that he was going to sell to fight and defeat Ben]].
* DragonAscendant: Sort of; he doesn't exactly ascends to BigBad status, but he does starts his own business independantly from Vilgax and becomes Undertown's main crime boss, making him the most recurrent villain outside of the {{Big Bad}}s. Lampshaded multiple times.
* DidNotSeeThatComing: [[spoiler: Did ''not'' expect Ben to be willing to freely trade the dwarf star for the fish.]]
* EyeBeams: Demostrates this while fighting Rook.
* FromNobodyToNightmare: Went from a less-than-noticeable lackey to Vilgax in ''Alien Force'' and ''Ultimate Alien'' to leader of underground criminals in ''Omniverse''. He even manages to be a near-match for Ben and Rook.
* NiceJobFixingItVillain: [[spoiler: He would have had the dwarf star without having to fight Ben had he just traded it for the fish instead of voicing his thoughts about why Ben would trade it so freely. Also, while Ben was preoccupied, he could have ran with the star instead of staying.]]
* PlayingWithFire: It's only temporary, but he spends the duration of "Outbreak" as Heatblast.
* PowerHigh: [[spoiler: In ''Special Delivery'' After using the dwarf star to power himself up. He declares he'll use it rule the universe instead of selling it as he originally planned.]]
* ProgressivelyPrettier: Inverted. By ''Omniverse'', he has a much less slender build and more shark-like elements, whereas in previous series, he's just rather plain-looking.
* RedAndBlackAndEvilAllOver
* RedEyesTakeWarning
* SlasherSmile: Quite often.
* SmugSnake: The power he gained through controlling Undertown's criminal underground has clearly made him cockier and more arrogant, but, while he is competent, he still is nothing compard to the actual treath Ben fights.
* StatusQuoIsGod: He is arrested by the Plumbers and taken to custody at the end of almost every episode involving him, but, no matter how many times this happens, he and his gang are free again by the next episode.
* SuperStrength
* VillainDecay: He was a NotSoHarmlessVillain in ''Ultimate Alien'' and a genuine threat in the first arc of ''Omniverse''. In ''Special Delivery'' and ''Mud is Thicker Than Water'', he grabs the IdiotBall several times and is defeated in rather embarrassing ways.
[[/folder]]

[[folder:Kevin 11]]

!Kevin 11
->'''Voiced by:''' Michael Reisz (first appearance), Charlie Schlatter

--->"[[ReasonYouSuckSpeech You'll never beat me, because you're]] [[TheCape one of those good guys]]. [[ThouShallNotKill And good guys never have the guts to finish guys like me]]!"

The supervillain alter-ego of Kevin Levin, Ben's original EvilCounterpart and [[ArchEnemy second major nemesis.]] An 11-year old boy Ben befriends in New York City, Kevin seems like your average street kid delinquent, but actually has superpowers that allow him to absorb energy. After revealing himself to be a disturbed sociopath, Kevin absorbs the power of Ben's Omnitrix, which backfires on him when it eventually mutates him into a hideous amalgamation of all 10 of Ben's aliens. Now dubbing himself "Kevin 11", he is obsessed with getting {{Revenge}} on Ben.

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* AbusiveParents: Implied to have them, as he claims they threw him out due to his powers. He's also an abusive father to his son Devlin as Kevin 11,000.
** [[spoiler: Subverted when ''Alien Force'' and ''Ultimate Alien'' reveals his father died when he was young, and his stepfather actually is a good man; the abusive part actually was Kevin's warped perception of things mixed with an apparent fear his stepfather had of his powers.]]
* ArchEnemy: To Ben, in the original series. He was the second most dangerous, preceded only by Vilgax. Notably, he stayed that way in one of the Ben 10,000 alternate futures.
* AxCrazy
* BigBad: In season 2 of the Original Series, though [[spoiler:he shares the position with Vilgax in the season finale]]
** [[spoiler:Ultimate Kevin 11 ends up [[HijackedByGanon hijacking]] Aggregor as the BigBad of season 1 in Ultimate Alien.]]
* BodyHorror: The result of his powers.
* ChaoticStupid: As a kid, though he has some moments of actual planning. Kevin 11,000, however, is more calculating.
* CreepyChild
* DarkIsEvil[=/=]EvilWearsBlack: His clothing from his original human form is black.
* EnergyAbsorption: His basic power allows him to absorbs energy from aliens, gaining part of their abilities in the process. [[spoiler:Ultimate Alien reveals that [[WithGreatPowerComesGreatInsanity it also has the sad side effect of making him go more and more Axe Crazy]].]]
* EnfantTerrible
* EvilCounterpart: He's alot like Ben, but without ''any'' of his morals or standards.
* GoodScarsEvilScars: Kevin 11,000 has an X-shaped scar on his chin.
* FamilyUnfriendlyDeath: Gives one to Slix Vigma [[ImpaledWithExtremePrejudice by impaling him with his Diamondhead arm]]...and if Ben hadn't gone Cannonbolt, he would have been next.
* FreudianExcuse: Everyone treated him like a freak and a monster because of his powers, so the unstable kid basically decided to do his damnedest [[ThenLetMeBeEvil to prove everyone right]].
* HumanoidAbomination: as Kevin 11,000, he is capable of turning back to his human form, but still possess all the alien abilities he absorbed, and is capable of turning into one creepy OneWingedAngel form.
* InformedAbility: Boasts that his mutant form has all of Ben's ten original alien's powers, plus his own energy absorbsion ability, hence the nickname "Kevin 11". In practice however, he was never seen using his energy absorbsion power in this form, nor the abilities of Wildmutt, Grey Matter, Ghostfreak and Upgrade.
* JerkWithAHeartOfJerk: He milks sympathy from Ben in his debut, only to pull a RedemptionRejection afterward.
* LightningBruiser: He has access to XLR8's speed (albeit he doesn't master it as well) plus the physical strenghs of Four Arms.
* NotSoDifferent: Part of his introduction.
* RedemptionRejection: In his first appearance.
* TheRival: To Ben, very debatably.
* TheSociopath: He has a complete LackOfEmpathy for anyone else.
* TroublingUnchildlikeBehavior: It's quite disturbing to see a 11 years old kid trying to commit mass-murder to get money, and later attempting to kill gruesomely a 10 years old kid and his family.
* TookALevelInBadass: As Kevin 11,000, he's not only more powerful, but alot calmer and more calculating than his psychotic but immature kid self.
* UngratefulBastard: When Ben spared him in the original series, Kevin snaps and transforms into a hideous chimera of Ben's aliens.
[[/folder]]

[[folder:Dr. Animo]]

!Dr. Aloysius Animo
-> Voiced by Creator/DwightSchultz

One of the few villains in Ben's RoguesGallery to be a human. Dr. Aloysius Animo was once a brilliant veterinary, until he made genetic experiments on animals in the hope of gaining a famous medicine prize. His experiments were judged amoral, and the prize was instead given to another doctor. Unable to stand this, Animo retreated for years and went on in his experiments. Eventually, he ended up developing a device named the Trasmodulator that allowed him to transform animals into giant mutant monsters.

[[AC: Original Series]]

[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ben_10_xx_-_Animo_2_9896.jpg]]
%%[[caption-width-right:320:]]

* ArchEnemy: He's considered to be Ben's third most important nemesis, preceded only by [[BigBad Vilgax]] and [[EvilCounterpart Kevin 11]] (the episode ''Ben 10,000'' even had him as the BigBad of the future and responsible for [[spoiler:Vilgax's resurrection]]).
* BadassGrandpa: Not at Max's level, but he comes close.
* TheBeastmaster
* DudeWheresMyRespect: The reason behind his StartOfDarkness.
* EvilutionaryBiologist: His trademark trait.
* FourEyesZeroSoul: When wearing his red glasses.
* GadgeteerGenius: This guy can build a machine to mutate animals and resurrect prehistoric beasts from tools and pieces he got at the local market.
* HeyItsThatVoice: Wait, [[{{Chowder}} Mung Daal]]?!
* LargeHam: What did you expect from an egomaniac MadScientist ? Naturally, he often gets mocked for this.
* MadScientist
* MixAndMatchCritters: All the creatures he creates tend to have shades of this.
* StarterVillain: Was the first proprer villain fought by Ben.
* YouHaventSeenTheLastOfX: Mocked at the end of "Dr Animo and the Mutant Ray":
--->'''Gwen''' (watching Animo's arrest on TV): I feel like I'm watching a rerun...
--->'''Animo''' (on TV, being taken to custody by the cops): [[LargeHam YOU HAVEN'T SEEN THE LAST OF MEEEEEEEEE]]!
--->'''Gwen''': Yeah, I wish...

[[AC: Alien Force & Ultimate Alien]]

[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/afuaanimo_7065.jpg]]
%%[[caption-width-right:320:]]

* DemotedToExtra: He appears significantly less often than he used to in the Original Series.
* DimensionLord: As "D'void".
* EvilSoundsDeep: Uses a deep voice as "D'void", but once he's outed as Dr. Animo in the same episode, he drops it.
* NotSoHarmlessVillain: In ''Into The Void'', he turns out to have used his animal controlling abilities to take over the Null Void and become a DimensionLord.
* SameCharacterButDifferent: In his debut, with a new alias and everything.
* TookALevelInBadass: Just look at those muscles!

[[AC:Omniverse:]]

[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/omnianimo_2439.jpg]]
%%[[caption-width-right:320:]]

* BackFromTheDead: Not Animo himself on account of his not having died, but [[spoiler: "T.G.I.S." does see V.V. Argost, BigBad of ''WesternAnimation/TheSecretSaturdays'', resurrected by him.]]
* BodyHorror: He now has his brain exposed.
* HearingVoices: Insanity version. He thinks his stuffed animals are arguing or praising him, sometimes he makes the voices himself, sometimes he just hears them.
* LaughablyEvil: Much moreso than in previous shows. With his FashionVictimVillain tendencies, his general [[EvilIsHammy hammyness]] and his habits to invoke classic villains catchphrases, it's hard to take him seriously.
* VillainTeamUp: With [[spoiler:Argost in ''T.G.I.S.'']]
* YouHaventSeenTheLastOfX: It gets mocked ''even more'', where in "It Was Them", he uses at least three {{Stock Phrase}}s within Ben's flashback, and uses the same two as the episode goes on.

[[/folder]]

[[folder:Hex]]

!Hex
-> Voiced by Creator/KharyPayton

A powerful EvilSorcerer, and Charmcaster's uncle. Hex mostly serves as Gwen's ArchEnemy rather than Ben's. He seeks to conquer the world with the power of the Charms of Bezel. [[spoiler: He hails from Ledgerdomain.]]

[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Hex_in_Ben_10_021_13.png]]
%%[[caption-width-right:288:]]

[[AC: Original Series]]
* ArchEnemy: Comes to see Gwen (or rather, "Lucky Girl") as this, though from a story perspective, [[TheRival her rival]] Charmcaster fits the role better.
* [[AbusiveParents Abusive Uncle]]: To Charmcaster.
* DarkIsEvil: WordOfGod says that his mana is black and red due to his evil soul.
* EvilAlbino: He has pale white skin with black marking, making his face look like a skull. Though it's unclear if it's his actual coloration or just a make-up.
* EvilSoundsDeep
* EvilOldFolks: When he was losing his youth.
* EvilSorcerer
* EvilUncle: To Charmcaster. [[BastardUnderstudy Not that she is much better...]]
* HoistByHisOwnPetard: In ''Don't Drink The Water'', he goes on a quest to find a Fountain of Youth, as he has started getting older. He eventually gets it... but ends up overexposed to it and turned back to childhood.
* InTheHood: All the time; we actually have yet to see his whole head.
* RedAndBlackAndEvilAllOver: He has black markings on his face, uses black and red mana and wears a black and red cape.
* UnexplainedRecovery: At the end of ''Tough Luck'', his powers and Charmcaster's were sucked by the destruction of the Charm of Bezel. Yet, when we see him back, they have come back without any clear explanation (and so have they for Charmcaster). Averted with him turning back into a child however, as it's specifically said that the Fontain of Youth's effect were temporary.
* WalkingShirtlessScene

[[AC: Alien Force & Ultimate Alien]]

[[quoteright:242:http://static.tvtropes.org/pmwiki/pub/images/afuahex_2087.jpg]]
%%[[caption-width-right:288:]]

* CharacterizationMarchesOn: In the original series, he usually was rather impatient and easily irritable, [[NoIndoorVoice often yelling out his lines]]. ''Alien Force'' portrayed him as a calmer, slightly wiser villain who actually calls out his niece for being too hot-headed. He also seems to genuinely love her now even though he is strict, as opposed to how abusive he was toward her before.
* DangerouslyGenreSavvy: In ''Times Heal'', he [[spoiler:expects the original timeline's Gwen to come back and try to change the future, and makes sure to not let the one Spellbook she needs out of his watch.]]
* DemotedToExtra: While he only appeared thrice in the original series, he would usually play a major role in any episode he would show up. ''Alien Force'' and ''Ultimate Alien'' had him as the main antagonist in only one episode (''Time Heals'', and it's an alternate future version of him at that) while his second and only other appearance was a cameo at the beginning of ''The Enemy of my Frenemy''.
* EvenEvilHasLovedOnes: His niece Charmcaster. According to WordOfGod, their relationship is complicated.
* EvilAlbino / EvilSorceror / EvilOldFolks: Still all of these.
* FreudianExcuse: [[spoiler: The destruction of his people and home by Adwaita. Unlike his niece, he has given up on freeing their world, opting to conquer another instead.]]
* OrcusOnHisThrone: In ''Time Heals''.
[[/folder]]

[[folder:Charmcaster]]

!Charmcaster
-> Voiced by KariWahlgren

Hex's niece and disciple, as well as Gwen's personal rival. At first appearing to be an unwilling and submissive servant of her uncle, Charmcaster shows her true colors when she double-crosses both him ''and'' the heroes in an attempt to gain the power of Bezel for herself. After her second defeat at the hands of Gwen, Gwen takes her spellbook away and learns magic from it, cementing the pair's rivalry.

In ''Ultimate Alien'', it is revealed that [[spoiler: her true name is Hope and that she comes from the dimension of Ledgerdomain. Her father and all other humans save for her and Hex were slaughtered by the evil Adwaita, who conquered the realm for himself. Hope's goal is to liberate her homeworld and also find a way to resurrect her father, no matter what the cost may be, and she thus walks the line between good and evil frequently.]]

[[AC: Original Series]]

[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/originalcharm_7720.png]]
%%[[caption-width-right:320:]]

* ArchEnemy: To Gwen.
* BastardUnderstudy[=/=]DeceptiveDisciple
* BlackMagicianGirl: "I don't respect ANYONE!"
* ChronicBackstabbingDisorder: She constantly switches sides to whichever one will benefit her most. She's joined with Hex, then with Gwen, then Hex again, then by herself, then Ben (while she's in Gwen's body), then by herself again, and then became a part of the Negative 10.
* CuteWitch / HotWitch
* [[DaddysLittleVillain Uncle's Little Villain]]
* EvilCounterpart: To Gwen.
* FreudianExcuse: She was raised by her uncle, who is shown to regularly threaten her if she doesn't obey him. Gee, is it any wonder she turned out bad?
* TheHedonist: She does what she whatever she wants just because.
* ISurrenderSuckers: Does a variation on this in her debut.
* JerkWithAHeartOfJerk: As shown by the above.
* KickTheSonOfABitch: She betrayed her uncle for her own evil goal, but Hex definitely had it coming.
* LittleMissBadass: Not as little as Gwen, being a teenager and all, but equally badass at magic.
* LittleMissSnarker: [[NotSoDifferent Much like Gwen.]]
* [[ManipulativeBastard Manipulative Bitch]]
* MysticalWhiteHair
* TheOnlyOneAllowedToDefeatYou: She and Gwen actually ''both'' attack Rojo during the Negative 10 battle when she's about to attack Gwen, thus interfering with Charmcaster's magical duel with her.
* PerkyGoth: Well, kind of gothish, anyway.
* PurpleEyes
* TheRival: To Gwen, and to a lesser extent to Rojo in the Negative 10.
* TheStarscream: To Hex.
* TomboyishPonytail / TomboyishSidetails
* TheTrickster: [[WhatCouldHaveBeen Her original color scheme was even originally going to be]] [[AnimalMotifs fox-themed.]]
* UnexplainedRecovery: We never see how she got her powers back after the end of ''Tough Luck'', nor how she retrieved her magic bag after the end of ''A Change of Face''.

[[AC: Alien Force & Ultimate Alien]]

[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Charmcaster_2_1170.jpg]]
%%[[caption-width-right:320:]]

* ALighterShadeOfBlack: [[spoiler: Charmcaster is hardly is a saint, but Adwaitya is way, ''way'' worse: she may have done more damage than he did temporarily (though one could argue that regardless of what Spellbinder claimed, wiping out all life in her realm in one go is still more benevolent than Adwaitya's systematic killing over the ages) but is called out on it and becomes TheAtoner afterward; by contrast, Adwaitya was power-mad and unrepentant to the end.]]
* [[spoiler: AntiVillain: Between Type I and II. She lost her whole people and her father as a child, was forced to live in a world where magic was almost entirely unknown and was raised by her evil uncle who brought her up to be evil too. And her whole motivation was to resurrect her father.]]
* ArchEnemy / EvilCounterpart / TheRival: Still to Gwen, [[spoiler: though this gets muddled past "Where the Magic Happens."]]
* [[spoiler:TheAtoner: In "Couple's Retreat". She doesn't like ruling Ledgerdomain, thinking it's boring, but she sticks to doing so anyway in order to make up for what she did to it before.]]
* BadBoss: In her first ''Alien Force'' appearance, she does little more than badmouth her rock creatures and call them names. This comes back to bite her in the end when Gwen tries to suck her into a portal and the rock creature is the ''only thing'' keeping her from it. After one insult too many, the creature [[MistreatmentInducedBetrayal deliberately lets go]] and drops them both in.
* BrokenBird: [[spoiler: And as of "Enemy of My Frenemy", even more broken than before.]]
* CharacterizationMarchesOn: In the original series, she was a [[LittleMissSnarker snarky]], [[TheHedonist hedonistic]] [[TheTrickster trickster]], and her ''Alien Force'' debut portrays her as much the same, albeit with [[FemmeFatale a seductive angle]]. Afterward, she's portrayed as a character ruled by her emotions and who is far more serious and driven in her causes.
* [[spoiler: CryCute: Happens frequently in ''Ultimate Alien''.]]
* DarkMagicalGirl: The antithesis to Magical Girl Gwen. In the third series, we learn her backstory. [[spoiler: A tyrannical being killed her parents and left her lonely and bitter. After defeating him she develops a typical Magical Girl-Dark Magical Girl bond with Gwen and even when she relapses later, Gwen is insistent on helping her toward goodness.]]
* [[spoiler: DealWithTheDevil: That devil was DIAGON!]]
* DefrostingIceQueen: In "Where the Magic Happens", she becomes slightly more friendly to Gwen as the episode progresses. [[spoiler: Sadly undone by "Enemy of my Frenemy", which makes her more of a BrokenBird than before.]]
* DespairEventHorizon: Even by the end of ''Ultimate Alien'', she still hasn't fully recovered from [[spoiler: losing her father forever]].
* [[spoiler:DimensionLord: She becomes the ruler of Ledgerdomain after defeating Adwaita.]]
* DoWithHimAsYouWill: [[spoiler:In "Couples Retreat", after finding out Dark Star was just using her for her power, she takes it all away from him and leaves him at the mercy of the heroes.]]
* EnemyMine: Gwen convinces her to help them retrieve a piece of the Map of Infinity from her home before Aggregor does. [[spoiler: They fail.]]
* FemmeFatale: In ''Alien Force''.
* FreudianExcuse: [[spoiler: The fact that every other human from her home dimension was killed, including her father, with the whole place being taken over by a crazy SorcerousOverlord did not help Hope have a well-adjusted life.]]
* GirlinessUpgrade: To the point of being MsFanservice.
* [[spoiler: HeelFaceRevolvingDoor: In ''Ultimate Alien''. She's bad, then good, then worse, then neutral but working toward becoming good.]]
* HotWitch
* [[spoiler: IChooseToStay: Takes the trio back home, but stays to fight for hers, aware that she'll be trapped.]]
* [[spoiler:IronicName: Her real name is "Hope." Considering how she keeps being thrown in despair...]]
** [[spoiler: The plan behind the name wasn't so ironic as it was apparently a hint at her ultimate HeelFaceTurn...but then Dwayne [=McDuffie=] suffered AuthorExistenceFailure, and the whole thing ends up an AbortedArc.]]
* KickTheSonOfABitch: [[spoiler:Sucking out Adwaita's soul for her DealWithTheDevil. While her other victims were innocent and didn't deserve it, he certainly did.]]
** [[spoiler: The end of "Couples Retreat". Charmcaster is good with this trope.]]
* [[ManipulativeBastard Manipulative Bitch]]: In "In Charm's Way". Not so much afterward, where she just relies on the brute force of her magic.
* MoodSwinger: Zips through many emotions in "Couples Retreat".
* MysticalWhiteHair
* NotSoHarmlessVillain: Though it wouldn't seem like it given many of her past performances, [[spoiler:she manages to rack up a body count only the Highbreed, the Incurseans, and Vilgax have managed to exceed, and they have entire armies. She even killed the heroes, something no other villain has managed. The body count was only temporary, as all her victims get brought back from the dead shortly afterward, but that hardly detracts from the fact that she pulled it off.]]
* [[spoiler: PhysicalGod: As the ruler of Ledgerdomain.]]
* SameCharacterButDifferent: Not only in [[CharacterizationMarchesOn personality]], but in looks as well: her [[RaceLift skin tone]], eye and lip color, and facial structure have all changed...and she inexplicably has developed [[StarTrek Vulcan]] ears.
* [[spoiler: SanitySlippage: In "Couples Retreat", her DespairEventHorizon and subsequent [[TheAtoner drive for atonement]] have made her, while [[TookALevelInKindness more benevolent]], also more [[MoodSwinger erratic]] and [[TookALevelInDumbass unthinking.]] Her idea of a fun time is to almost get herself and her new boyfriend ''killed'' in a fighting arena! Kevin even (rather [[{{Hypocrite}} hypocritically]]) notes that she's a nutjob now.]]
* SheIsAllGrownUp: Lampshaded by Ben and Kevin in "In Charm's Way."
* [[spoiler: [[HeWhoFightsMonsters She Who Fights Monsters]]: Became even worse than Adwaita to try and revive her father, something he calls her out on, resulting in a MyGodWhatHaveIDone VillainousBSOD. Thankfully, she seems to have gotten better in the next episode, trying to be a better ruler and person (though [[TookALevelInDumbass not exactly a smarter one...)]]]]
* TookALevelInDumbass: Loses her manipulative streak after her debut appearance. Also, [[spoiler: she's incredibly gullible and trusting toward Darkstar in "Couples Retreat" despite barely knowing him and is easily manipulated by him.]]
* TookALevelInJerkass: She wasn't nice in the original, but she's much bitchier in ''Alien Force'', especially to her golem minions. [[spoiler: She takes a much more severe level in "Enemy of My Frenemy".]]
* [[spoiler:TookALevelInKindness: In "Where the Magic Happens" and again in "Couples Retreat".]]
* [[spoiler:VillainousBSOD[=/=]HeelRealization[=/=]MyGodWhatHaveIDone: After she makes a DealWithTheDevil to revive her father by sacrificing all the souls in her home world, including Ben, Gwen, and Kevin, he tells her she's become SheWhoFightsMonsters and he doesn't ''want'' to be revived at the cost of some many other lives, which makes her cry as she realizes he's right. He breaks the deal, undoing everything, leaving Charmcaster completely crushed, the one thing she'd spent her entire life trying to obtain now forever out of her reach. She's so heartbroken over this that, even after everything she had just done, Ben and co. agree not to arrest her and just leave her alone out of pity.]]
* [[spoiler: WoobieDestroyerOfWorlds]]
* [[spoiler: YankTheDogsChain: ''Ultimate Alien'' does this to the poor girl over and over again.]]
* [[spoiler:YouKilledMyFather: Says this to Adwaita.]]

[[AC: Omniverse]]
* [[spoiler: DenserAndWackier: Her personality is said to be nuttier and more mixed-up about her identity.]]
* [[spoiler: EnemyMine: Will team up with Ben and Rook against Zs'Sakyr in her debut appearance.]]
* [[spoiler: SanitySlippage: As already shown in ''Ultimate Alien's'' "Couples Retreat"', she's gone semi-crazy from the loss of her father, though it's now more light-hearted to fit the show's mood.]]
[[/folder]]

[[folder: The Forever Knights]]

!The Forever Knights
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Forever_Knights_UA_5348.png]]
%%[[caption-width-right:320:]]

An Order of Templars-like knight created in the middle age who survived until now and deals with most alien threats. Over the time, the Forever Knights ended up divided into various factions due to the departure of their leader, Sir George, resulting in both an EnemyCivilWar and in-universe case of MotiveDecay, since each faction ended up with its own goals or interpretation of the original goal. Most of them, however, have in common to display FantasticRacism toward aliens and to illegally trade alien tech on Earth. In Omniverse, the group has been mostly wiped out due to their war against the Esoterica, with Joseph Chadwick being the sole remaining Forever King.

* AFatherToHisMen: Sir Cyrus, leader of the fourth Forever Knights faction, is extremely protective of his men.
* ALighterShadeOfBlack: The Forever Knights might be racist assholes, but in the end, the Esoterica are far worse.
* AncientConspiracy: A ''very'' complex one. One faction believes the conspiracy is to kill an Alien Dragon, another thinks its to use alien tech to conquer the world, and ''yet another'' thinks its to follow the path of "The First Knight" who founded them.
* AntiMagicalFaction
* BigBad: The Forever King; Driscoll, who was Forever King in the original series, is half the BigBad of the fourth season (Vilgax being the other half through the "Secret of the Omnitrix" three-episode movie.) and Old George for season 2 of Ultimate Alien.
* CapeBusters: Considering the aliens are mostly super-powered in that universe, yeah.
* CharacterizationMarchesOn: The Original Series' Forever Knights were portrayed more like some sort of evil FBI who were merely using knight-themed suits. Alien Force and Ultimate Alien accentuated the Knight aspect to the point of giving them Medieval hierarchy and behaviours, as well as fanatical tendencies such as FantasticRacism toward aliens and anti-magic believing.
* TheDragon: Enoch to Driscoll in the original series.
** DemotedToDragon: Driscoll to Old George in Ultimate Alien.
* EnemyCivilWar: To date there are at least four Forever Knight factions, all of which think of the others as frauds. Each has their own Forever King, in order of appearance: Driscoll, Patrick, Urian, and Cyrus. This was lampshaded in one episode where Ben and company had to ask which faction the present group they were facing were with. Turns out they were with the fourth faction they hadn't met yet.
** And then Old George, said First Forever Knight, returned and untied all four factions.
* EvilCounterpart: To the Plumbers, especially in the original series.
* EvilVsEvil: Against the Esoterica. But alternatively,
** GoodVsGood: Against Ben while George led them.
* FacelessMooks: [[ExaggeratedTrope Exaggerated]] in "Reflected Glory" when we see Knight with his helmet on, while brushing his teeth.
* FantasticRacism: Quite literally their mission statement; its just after Old George left last, they sorta drifted off onto other goals. Until he returned.
* KnightTemplar
* LetsGetDangerous: Thanks to Old George, they've gone from four splintered and laughable factions to a deadly force with {{Powered Armor}}s forcing aliens to either leave the planet or die, to the point where Ben [[spoiler:has to threaten to kill every last one of them to get them to retreat.]]
* LotusEaterMachine: Enoch put Ben into one, and then was trapped in it himself, the first series trivia pop-ups [[AllThereInTheManual say that Enoch would be in that Lotus Eater Machine for years, he did recover, though]].
* MugglePower
* NobleDemon: Enoch on occasion, particularly the "Ben 10" video game in which he tries to stop Vilgax and save the world, though using [[WellIntentionedExtremist extreme measures]] to do so.
** The ''Ultimate Alien'' groups also have traits of this, teaming up with Ben and company on occasion.
* PoweredArmor
* PunchClockVillain: Some of them; one is even shown playing a MMORPG on his off time.
* SchizoTech: One suit was from the ancient Aztecs.
* TheRemnant: After the war against Diagon, almost all the Forever Knights were wiped out, but a remnant of them still continues their anti-alien activities.
* VillainDecay: They still were a decent treath in the Original Series and at the beginning of ''Alien Force'', but then become more and more of a joke, to the point Gwen outright suggests ''ignoring them'' in one episode. Eventually fixed in season 2 of ''Ultimate Alien'' (see LetsGetDangerous).
* VillainTeamUp: Driscoll was responsible for the biggest one in the whole franchise by assembling the [[LegionOfDoom Negative 10]], a team consisting in himself and his [[TheDragon Dragon]], plus 8 of Ben's enemies (Dr Animo, the Circus Freak Trio, Rojo, Charmcaster, Clancy and Sublimino) in the last season of the original show.
* YouHaveFailedMe: The Forever King Driscoll leavesv Enoch trapped in virtual reality for failing him too many times.
** Subverted with Old George towards Driscoll.

!Important Forever Knights:

!!Enoch
[[quoteright:304:http://static.tvtropes.org/pmwiki/pub/images/ben10enoch_382.jpg]]
The first Forever Knight leader to be introduced in the Original Series, and Driscoll's [[TheDragon Dragon]].

* TheCameo: His picture made a brief appearance in a ''TheSecretSaturdays'' episode.
* TheDragon: To Driscoll.
* ExpressiveMask: Averted in the Original Series. Played straight during his short cameo in ''Ultimate Alien''.
* TheFaceless: We ''never'' got to see what he looks like behind his mask.
* KilledOffForReal: Though only thanks to FlipFlopOfGod.
* MalevolentMaskedMan: Both him and his minions.
* NobleDemon: In the first Video Game.
* PutOnABus: Save for a brief cameo in ''Ultimate Alien'' and appearance in the ''Cosmic Destruction'' video game, he hasn't shown up at all since the original series. According to [[WordOfGod Derrick Wyatt]], [[http://new.spring.me/#!/DerrickJWyatt/q/433476278612418738 he is dead]].
* RetCon: ManOfActionStudios initially stated he survived his last original series appearance, though it took him years to recover, and ''Ultimate Alien'' supported this statement by giving him a cameo in ''The Purge''. Derrick Wyatt, the head director for Omniverse, stated he was dead.
* StartMyOwn: Hinted at; in the Original Series, Discroll eventually grew tired of his failures and [[YouHaveFailedMe left him behind]]. In ''The Purge'', he shows up as seemingly a separate leader, suggesting he made his own Forever Knight faction during the TimeSkip.

!!Forever King Driscoll
-> Voiced by Richard Doyle
[[quoteright:292:http://static.tvtropes.org/pmwiki/pub/images/Driscoll_6027.png]]
%%[[caption-width-right:320:]]

The Forever King of the Forever Knights faction met in the original series, who serves as the BigBad for the first half of season 4.

* BadBoss: Abandonned Enoch in a LotusEaterMachine for failing him too many times.
* BaldOfEvil: When seen without his helmet.
* BigBad: Original series, season 4, sort of; Vilgax filled the role for the second half in ''Secret of the Omnitrix''.
* DarthVaderClone: In the original series. [[LampshadeHanging Right down to quoting him, even.]]
* DemotedToDragon: In ''Ultimate Alien''.
* FallenHero: He was originally a member of the Plumbers until he trades alien technology illegally, leading him to be fired and join the Forever Knights.
* FromNobodyToNightmare: Started out as just a veteran Plumber, but after being outed as someone using alien technology for his own selfish reason, joined the Forever Knights, then managed to work up the ranks, becoming the Forever ''King''.
* IdiotBall: His MacGuffin, the "Sub-Energy", was supposedly powerful enough to destroy a whole country. So of course, when fighting Ben as Upchuck with it, he goes with just shooting rather mediocre EyeBeams.
* LightIsNotGood: He is armor is colored white, but he is pretty much evil.
* SoreLoser: In ''Ultimate Alien'', he agrees to fight with Ben in duel to decide whether or not he will free his alien hostages. While Ben fights with honor and even chooses to not use his most powerful forms for a more balanced fight, Driscoll still loses. He immediately tries to have the alien prisoners executed anyway out of spite. Cue Ben delivering a BadassBoast and intimidating him into freeing them.
* TheManBehindTheMan: To Enoch in the Original Series.
* UndyingLoyalty: To Sir George in ''Ultimate Alien''.
* WorldDomination: The purpose of his faction.
* YouHaveFailedMe: To Enoch.

!!Forever King Patrick
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/300px-patrick1_6680.png]]
The leader of a Forever Knight faction trying to slay a dragon. [[spoiler:Said dragon actually was an alien mapmaker who had been mistaken for a treath by the Knights and kept trapt for 1,000 years. After the Dragon was sent back home by Ben, he and his faction decide to keep watching in case the dragons would come back for revenge]].

* AbortedArc: His faction's plan to [[spoiler:find and invade the Dragon Homeworld]] never got a conclusion, and was completely dropped when Old George came back to unite the factions.
* AntiVillain
* BeardOfEvil
* BenevolentBoss: He supports his men morally, and takes failure much better than Driscoll does.
* [[spoiler:DroppedABridgeOnHim: Though it wasn't shown onscreen, [[WordOfGod Derrick Wyatt]] stated that he and most of the Forever Kings died following the end of the Diagon story arc.]]
* EvilOldFolks: Though not ''that'' evil, he still is the oldest Forever King to date after Sir George.
* GeneralRipper: Even after the Dragon [[spoiler:was revealed as an innocent alien]], nothing Ben and the others said could convince him and his faction that it was pointless to destroy him.
* OrcusOnHisThrone: Unlike other Forever Kings, we never get to see him on the field. Possibly justified due to his old age.
* WellIntentionedExtremist: Unlike Driscoll, who just wanted WorldDomination, he really believes he is protecting humanity by trying to slay this dragon [[spoiler:and later prevent an invasion]].

!!Dr Joseph Chadwick
-> Voiced by Creator/TimCurry
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/300px-screen_shot_2013-10-26_at_6_49_52_pm_9291.png]]
A scientist from King Patrick's faction who tried to kidnap Ship in an attempt to create a spaceship capable of [[spoiler:going after the Dragon homeworld]]. [[spoiler:He becomes the leader of the remaining Forever Knights in ''Omniverse''.]]

* AscendedExtra: He initially appeared only as a one-shot villain in ''Alien Force'' who seemingly got killed off at the end of his only appearance. ''Omniverse'' brings him back and makes him a leader of his own faction.
* BeardOfEvil: In ''Omniverse''
* EvilGenius
* ExactWords: He assured Will Harrangue that his device would "erase all alien DNA on Earth", which Harrangue interpreted as "turning every alien on Earth into a human". Of course, the real purpose of the device was to just destroy all aliens on Earth.
* FauxAffablyEvil
* GoodScarsEvilScars: He has a large scar on his right eye.
* LeanAndMean
* MadScientist
* NotQuiteDead: He and Sir Morton presumably died at the end of ''Pet Project'', only to come back in Omniverse.
* SameCharacterButDifferent: In his only ''Alien Force'' appearance, he had few characterisations beside being a classic MadScientist, and was a rather stoic character. In ''Omniverse'', his psychotic and sadistict tendencies are more pronounced, he dress like a king rather than his original scientist attire, and his behaviour generally is more FauxAffablyEvil.
* VillainTeamUp: With Will Harangue.

!!Sir Morton
-> Voiced by Creator/KevinMichaelRichardson
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/300px-sirmortonomniverse_5714.png]]
Dr Chadwick's [[TheDragon Dragon]].

* BadassBiker: In ''Alien Force'', he was riding some kind of motojet.
* TheDragon: To Chadwick.
* DumbMuscle: In ''Omniverse''.
* LightningBruiser: In ''Omniverse'', Ben express surprise that a guy as big as him and wearing such a heavy armor can move that fast.
* NotQuiteDead
* RevengeBeforeReason: Even when confronted by Ben, Julie, Gwen, Kevin and a fully armed Ship, he refuses to obey Chadwick's order to surrender and miss an opportunity to get revenge on Ben for what he did to the Forever Knights.
* SameCharacterButDifferent: His ''Omniverse'' incarnation appears significantly more cartoonish in appearance and dumber than how he was in ''Alien Force''.

!Forever King Urian
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/300px-urian_001_2463.png]]
The leader of another Forever Knight separate faction.

* BadBoss: His EstablishingCharacterMoment has him electrocute one of his knights as a punishment for failure.
* [[spoiler:DroppedABridgeOnHim: Supposely died at the same time than Patrick.]]
* PoweredArmor: His classic armor gives him enhanced strenght and the ability to shoot electrical blasts. In ''Duped'', he shortly acquires a new, mechas-like alien armor.
* ShoutOut: To KingArthur's brother-in-law of the same name in some versions of the legend.
* SmugSnake: Extremely arrogant, but the one time he got confronted to Ben, he was defeated fairly easily as far as Forever Kings go.

!!Sir George
-> Voiced by Peter Renaday
[[quoteright:144:http://static.tvtropes.org/pmwiki/pub/images/c5cf8078bb1c11e1b8ad12313d1c2505_small_8360.jpg]]
%%[[caption-width-right:144:]]
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/4219451_9560.jpg]]
[[caption-width-right:320:Yes, this is the same guy.]]

An enigmatic, immortal knight who is responsible for creating the Forever Knights in the Middle Age. After being absent for centuries, George eventually comes back in ''Ultimate Alien'' to re-unite his order and ready them to fight an incoming threat, the EldritchAbomination Diagon. Though well-intentioned and extremely moral, George believes all aliens are monsters, and wants them banished from Earth or dead.

* AFatherToHisMen: George is deeply respected by his men and totally subverts all the BadBoss related tropes.
* AffablyEvil: Even when opposed to Ben and his team, he acts politely and respectful toward them. [[spoiler:When they fight together against Diagon and Ben is seemingly killed, George actually states he will ensure his death will be avenged.]]
* ALighterShadeOfBlack: To Diagon.
* AntiVillain: Type III with shades of Type IV.
** AntiHero: Type IV with shades of Type V.
* ArchEnemy: To Diagon.
* BadassGrandpa: Even before regaining his youth, he already was remarkably skilled in a fight.
* BigBadEnsemble: shares the role with Vilgax and Diagon for most of season 2 in ''Ultimate Alien'' [[spoiler:until he makes a HeelFaceTurn and dies.]]
* BlondesAreEvil: With his youth restored.
* FallenHero: Supposedly, as his past self seemed rather heroic in his actions. He might even not really be fallen.
* [[spoiler:FamilyUnfriendlyDeath: Diagon strikes him with lightning and electrocutes him to ''ash''.]]
* FantasticRacism: If it isn't a pureblooded earth native, he wants it offworld or dead. However, if they're an enemy of Diagon, such as Ben and co., he'll work with them.
* GoodVsGood: Though he has KnightTemplar tendencies, he is still technically a good guy, so his opposition to Ben can be seen as this.
* [[spoiler:HeelFaceTurn: Debatably; at least he didn't mind Ben's team helping him fighting Diagon in the finale.]]
* HeroAntagonist
* HolierThanThou
* {{Hypocrite}}: Doesn't like aliens living on his planet, even if they're just average people that do no harm. His legend was created when [[spoiler: an alien gave him the most powerful weapon ever created-that ''he'' created-without which George could never have beaten Diagon]].
* ImmortalityImmorality: Averted. Despite living for so long George holds tight to his ethics and founded an order to defend Earth from alien threats and Diagon in particular. If anything, [[WellIntentionedExtremist he has the]] [[KnightTemplar opposite problem]].
* ItsAllAboutMe: His goal is protecting humanity from Diagon which is noble enough in itself, but he seems to be convinced that only he can do it, cutting off the "alien" heroes and his own knights on occasion as he thinks [[TheOnlyOneAllowedToDefeatYou he's the only that can defeat Diagon]]. Of course, [[NotSoDifferent Ben feels the same way]].
* [[spoiler:KilledOffForReal: By Diagon.]]
* KnightOfCerebus: Responsible for making the Forever Knights formidable threats.
* KnightTemplar
* NobleDemon: Despite being a xenophobic KnightTemplar, he actually does have a very strong sense of morals and honor.
* NotSoDifferent[=/=]ShadowArchetype: To Ben. Both are humans who [[spoiler: use an AmplifierArtifact created by Azmuth]], have similar issues with trust from those they protect and possess rather high opinions of themselves. The key difference is that Ben doesn't see any difference between humans and aliens while George is a champion for humanity only. The similarities between the two even cause Ben to [[spoiler: allow George the chance to take on Diagon despite Azmuth's orders - but when he fails, Ben says he gets the sword of Ascalon to finish the job]].
* PlainName: "George" isn't really the kind of name you'd expect from someone of his stature.
* ReallySevenHundredYearsOld: [[spoiler: He was a Roman soldier in his first lifetime.]]
** BeethovenWasAnAlienSpy: [[spoiler: And he is the same person the the tale Literature/SaintGeorgeAndTheDragon speaks of.]]
* [[spoiler:RedemptionEqualsDeath: He doesn't last long after joining forces with Ben and his team in the fight against Diagon.]]
* {{Telepathy}}: According to WordOfGod.
* WellIntentionedExtremist: He really does want to protect humanity-whatever the cost.

[[/folder]]

[[folder:Phil]]
-> Voiced by: Robert Patrick (Original Series), Creator/RobPaulsen (Omniverse)
A former Plumber whom worked with Max closely in the years they used to fight extraterrestrials. He eventually started business again, though it was by releasing aliens from the Null Void, which he'd then capture for a quick buck. He was later thrown into the Null Void, and never seen again [[TheBusCameBack until Omniverse]], where he made two appearances, [[spoiler:the second of which reveals that his DNA got screwed with, resulting in mutations that eventually [[SplitPersonalityTakeover have their own personality that took over]]]].

[[AC:Original Series]]
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/ben_10_phil_1_6864.jpg]]
* AssholeVictim
* EvilFormerFriend
* FateWorseThanDeath: He ends up trapped in the Null Void at the end of his episode.
* FallenHero: Helped assist Max in defeating Vilgax, and then made work as what was more or less a con artist.
* GreenEyedMonster: Envies the attention and family Max has. [[spoiler:The mutated Phil in ''Omniverse'' even hints that he's ''always'' hated Max as he's about to kill Ben.]]
* HoistByHisOwnPetard: He spent his post-retirement time using the Null Void Projector to unleash aliens on people so he could get a quick buck by capturing them. By the end of the episode, he finds himself trapt in the Null Void thanks to his own projector.

[[AC:Omniverse]]
[[quoteright:287:http://static.tvtropes.org/pmwiki/pub/images/phil_omniverse_profile_741.png]]

* BeamSpam
* BeardOfSorrow
* TheBusCameBack: Malware and Psychobos experimented on him, which had pretty bad effects on his DNA, which resulted [[spoiler: his mutation]].
* ContinuitySnarl: His current design appears to a tattered version of the current Plumber design (sleek, white spaceman-esque armor with a red dot around the neck), which is strange considering that the show actually features the original Plumber uniforms in some flashbacks.
* EnergyAbsorption: His mutant Terroranchula form feeds on electricity.
* [[spoiler:HydePlaysJekyll]]
* IKnowYouAreInThereSomewhereFight: Attempted several time by Max on him when he comes back. [[spoiler:Sadly, it eventually turns out it already was too late.]]
* [[spoiler:ThatManIsDead: "Kid, there hasn't been a Phil in this body for years."]]
* [[spoiler:ManipulativeBastard: His Terroranchula mind [[HydePlaysJekyll faked still being Phil]] so he could take advantage of Max's guilt to get inside Plumbers Headquarters and devour its power core.]]
* [[spoiler:MoreTeethThanTheOsmondFamily: In his Terroranchula mutant form.]]
* NotSoDifferent: In ''Max's Monster'', a lot of parallel is done between him and Kevin. [[spoiler:After TheReveal, though, it's decided he was nothing like him, as Phil is actually completely overtaken by his Terroranchula mind rather than under a reversible condition.]]
* RedEyesTakeWarning
* [[spoiler:SplitPersonalityTakeover: The Terroranchula mind appears to have completely consumed his own, leaving Phil as he as effectively dead.]]
* [[spoiler:TouchedByVorlons: His abilities in ''Max's Monster'' come from his exposure to the Nemetrix.]]
* TragicMonster

[[/folder]]

[[folder:Zs' Skayr]]

!Zs'Skayr/Ghostfreak
-> Voiced by Creator/SteveBlum (Original Series, Omniverse), Creator/JeffBennett (Alien Force)

--->"[[SuperPoweredEvilSide Ben is not there anymore!]]"

[[quoteright:240:http://static.tvtropes.org/pmwiki/pub/images/GhostfreatTrue_3548.jpg]]
[[caption-width-right:240:[[PleaseKeepYourHatOn Not so pleasant without the cloak, right?]]]]

Zs'Skayr was the EvilOverlord ruler of the system Anur Phaetos, and the Ectonurite who provided the DNA sample for Ben's alien form known as Ghostfreak. Due to his species, the Ectonurites, possessing the ability to retain their consciousness even in the slightest part of their DNA, Zs'Skayr's mind survived inside the Omnitrix, eventually trying to take over Ben, and [[EnemyWithout ended up escaping the Omnitrix]]. Since then, he has become obsessed with taking over Ben's body so he can get the Omnitrix's powers.

* ActorAllusion: Creator/SteveBlum voices a BigBad [[{{Naruto}} who goes after other people's bodies]].
* AllThereInTheManual: His name, true identity and backstory were all revealed through a trivia pop-up (though by now it has become common knowledge in the Fandom). In-series, everyone always referred to him as Ghostfreak, and his origin has never been truly explored.
* AwesomeMcCoolname: Is name is a corrupted sounding version of the word "scare," even if some people had to read the manual to know it.
* BadBoss: When Dr Vicktor slightly questions the reason for pursuing Ben, Zs'Skayr beats the crap out of him, then bashes him for underestimating Ben.
* BigBad: Original series, season 3 (though he wasn't revealed until the finale).
* BlackEyesOfEvil: Has them and the bodies he takes over will gain them.
* TheBusCameBack: ''Alien Force'' gave him a rather simple, one-episode return, almost as if to confirm he still existed (despite previously dying. Twice.), albeit never brought up again. Judging by episode summaries for ''Omniverse'', he's going to make at least two more appearances as the main villain.
* TheChessmaster: Is revealed to have put a ThanatosGambit intended to resurrect him that serves as the main plot to season 3.
* {{Cyclops}}
* TheDreaded: Ben is completely terrified of him, and for good reason.
* EnemyWithout
* FamilyUnfriendlyDeath: He is exposed to sunlight and bursts into flames, burning to ashes. This happens ''twice!''
* FromASingleCell: Even the smallest sample of DNA contains his full consciousness.
* GrandTheftMe: Has performed this on multiple people throughout the franchise.
* HijackedByGanon: Dr Vicktor, the Yenaldooshi and the Mummy were all three revealed to be working for him.
* HiveMind: His consciousness works that way, to the point it can survive even in the smallest sample of his DNA. He uses it both to keep surviving and to create an army of Ectonurite minions under his control in "Ghost Town".
* ManipulativeBastard
* NamesToRunAwayFromReallyFast: His name sounds like the word "scare," which is what people should be when they see him.
* OurGhostsAreDifferent
* [[spoiler:SinisterScythe: In Omniverse, he has been redesigned to look more like a reaper than a ghost, and wields one of these.]]
* SkullForAHead: a skull turned upside down with a single eye and fangs, but still a skull. In Omniverse, his re-design has the skull turned right-side up.
* StayingAlive: Well, he ''is'' a ghost-like alien.
* WeakenedByTheLight: Which is why he wanted Ben's body.
* WhatHappenedToTheMouse: The Zs'Skayr we know is a clone of the original resulting from his DNA being added to the Omnitrix. After having his DNA sampled, nothing is mentioned as to what became of the real Zs'Skayr.
[[/folder]]

[[folder:Simian]]

!Simian

[[quoteright:260:http://static.tvtropes.org/pmwiki/pub/images/Simian2_1584.png]]
%%[[caption-width-right:260:]]

-> Voiced by DiedrichBader

An Arachnichimp met during ''[[WesternAnimation/Ben10AlienForce Alien Force]]''. [[spoiler:Simian initially introduced himself as a prince from Arachscimia intending to pass a test consisting in getting a precious crystal to become king. It later turned out he was lying: he was actually a ConMan hired by Hightbreed to steal said crystal, which was a power source for a Plumber station on the Moon. Ben was able to prevent him from leaving with the crystal, though, leading him to a YouHaveFailedMe situation with his hirer.]]
He later turns out to have survived, and comes back to help.

* BitchInSheepsClothing: in his first appearance.
* ConMan
* EvenEvilHasStandards: for all his jerkassery and amorality, he displays a strong altruistic side toward his own species; his first appearance had him saving Ben{=/=]Spider-Monkey from a fight with [=DNA=]liens after mistaking him for a real Arachnichimp, and he involved himself a lot in repairing his mistakes after he accidentally cause most of his planet to be infested by Xenocytes.
* ItsAllAboutMe: He only looks to benefit himself... most of the time.
* {{Jerkass}}
** HiddenHeartOfGold: Though it doesn't show until his second appearance.
* KarmicDeath: He was hinted to have suffered this from the Hightbreed who hired him at the end of his first appearance; this was retconned in ''Ultimate Alien'' as the Hightbreed merely imprisonning him, allowing him to escape and come back alive and well.
* MultiArmedAndDangerous
* UnderestimatingBadassery: He wrongly assumed Ben was a naive hero he could easily fooled into helping him by gaining his sympathy with some sad story he made up. Not only does Ben end up seeing through his masquerade, he actually [[OutGambitted out-gambits]] him.
* WarriorPrince: Subverted; he pretended to be this to get Ben's sympathy, but that was just a story he made up.
[[/folder]]


[[folder:Sunder]]

!Sunder the Retriever
-> Voiced by Powers Boothe (''Alien Force'', ''Ultimate Alien''), DavidKaye (''Omniverse'')

[[quoteright:302:http://static.tvtropes.org/pmwiki/pub/images/SunderRetriver_8077.jpg]]
%%[[caption-width-right:320:]]

A BountyHunter introduced in ''[[WesternAnimation/Ben10AlienForce Alien Force]]''. Like many others before him, Sunder is usually seen intending to get Ben's Omnitrix.

* AnAxeToGrind: his signature weapon is an axe.
** In ''Omniverse'', he combines this with EpicFlail, throwing an axe head connected to a length of cable.
* BountyHunter
* CoolHelmet: In ''Omniverse''.
* DiminishingVillainThreat: ''Omniverse'' has him beaten effortlessly by Ben when ''Alien Force'' and ''Ultimate Alien'' presented him as a legitimate threat.
* GoodScarsEvilScars: he has a large scar on his left eye.
* [[spoiler:HoistByHisOwnPetard: at the end of his first appearance, he ends up trapped in the Null Void by the effects of his own axe.]]
* PragmaticVillainy: He doesn't really care ''who'' he is working for, as long as he gets paid. As a result, [[spoiler:Azmuth was once able to recruit his help.]]
* RedAndBlackAndEvilAllOver
* RedEyesTakeWarning
* ShoutOut: He rides something similar to [[Comicbook/SpiderMan The Goblin Glider]].
** What form did Ben take when they first fought? Yeah, Spidermonkey.
[[/folder]]

[[folder:Diagon]]
!Diagon
-> Voiced by JohnDiMaggio

[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_64890_2819.jpg]]
%%[[caption-width-right:210:]]

--->"[[ArcWords Everybody will bow before him!]]"

An [[Creator/HPLovecraft Lovecraft-esque]] EldritchAbomination and DimensionLord who attempted to take over Earth during the Middle Age. His invasion was stopped by Sir George, who eventually took his heart apart, leaving him weakened, and sealed him away in his own dimension. George then created the Forever Knight to ensure the thing would never escape again. Unfortunately, following George's departure, the Forever Knight forgot their goal over the time, and a faction of them ended up accidentally breaking the seal, partially freeing Diagon in the process. This, coupled with the intervention of a sect worshipping Diagon, eventually led to his imminent return as the major BigBad for season 2 of Ultimate Alien.

* AGodIAm: He doesn't explicitly state it, but he could as well say so. Of course, considering what [[EldritchAbomination he is]]...
* AndShowItToYou: Old George tore out his heart. This didn't kill him and he had to be turned into SealedEvilInACan.
* ArchEnemy: to Sir George.
* BigBad: In season 2 of Ultimate Alien. [[spoiler:At least until Vilgax scams him.]]
** BiggerBad: Was the dragon the Forever Knights were founded to fight, making everything connected to them his fault.
* {{Cthulhumanoid}}: Though the humanoid part is debatable.
* DealWithTheDevil: Though he is not named, it's been confirmed on the credits of "The Enemy of My Frenemy" that [[spoiler: HE was the "Old One" who was willing to accept 600,000 souls from Charmcaster in exchange for her father's revival.]]
** [[spoiler:Does it again with Vilgax in the finale by offering him more powers in exchange for serving as his dragon. Ironically, he ends up on the losing end.]]
* DimensionLord
* EldritchAbomination: He's not named after a Great Old One for nothing.
** Just ''looking'' at it in a PensieveFlashback causes Ben, Gwen and Kevin to freak out. Consider what they fight on a daily basis and that says a lot about how horrible it is.
* EvilerThanThou: [[spoiler:Finds out too late that Vilgax was this to him.]]
* HealingFactor: at several points in ''The Ultimate Enemy'', his injuries heal as soon as he gets them.
* [[spoiler:KilledOffForReal: he ends up converted into energy and absorbed by Vilgax. Then Ben seals the power inside Ascalon, which is destroyed by Azmuth.]]
* MindRape: His Lubraca minions inflict this to mortals.
* MultiversalConqueror: He had taken over a hundred dimensions by the time he fought George, according to Azmuth.
* [[spoiler:OurDragonsAreDifferent: He is depicted as one by The Forever Knights]]
* [[spoiler:OutGambitted: Though he was the one pulling Vilgax's strings, only to find out too late it was the other way around the entire time.]]
* RealityWarper: he displays abilities such as creating an acid rain, size-shifting, [[spoiler:stripping George of his immortality]]
* RedBaron: he never got one on-screen during his appearances, but Ben refers to him as "Diagon the Destroyer" in ''Omniverse''.
* SealedEvilInACan: Was imprisoned in his universe by Old George. Justified as ''cutting his heart out'' wasn't enough to kill it so there weren't many other options.So now he's trapped in Azmuth's sword.
** [[spoiler:Diagon may have ultimately sealed inside [[CoolSword Ascalon]] when Ben uses to to steal his power from Vilgax, if he wasn't killed by Vilgax absorbing him.]]
* UltimateEvil
* WorldWreckingWave: When he comes close to being freed, one of these is set off, turning every unprotected human on Earth into his Esoterica.
[[/folder]]

[[folder:The Esoterica]]
!The Esoterica
[[quoteright:349:http://static.tvtropes.org/pmwiki/pub/images/_circle_soldiers_8265.png]]
The Esoterica, also known as the Flame Keepers' Cicle, are a group introduced in season 2 of ''UltimateAlien''. Though they initially appear to be a philantropic organisation who believe in aliens helping humans to evolve. They actually are a Cult worshipping Diagon, and intending to bring him back on Earth. The season 2 story arc focuses on a war between them and the Forever Knights.

* EliteMooks: As far as mooks go, they are quite competent and dangerous of their own. They possess actual powers, know how to use them to their advantages, and are pretty skilled in a fight.
* EvilVsEvil: Against the Forever Knights.
* FacelessMooks
* {{Foil}}: To the Forever Knights; both are ancient organisations of [[WellIntentionedExtremist Well-Intentioned Extremists]] related to Diagon with superstitious tendencies. However, the Knights were created to protect Earth from him and despise aliens and magic, whereas the Esoterica worship him and believe in having more contact with aliens.
* TheHeavy: Technically, they never were part of the BigBadEnsemble, since they kept working either for Diagon or [[spoiler:Vilgax]], but since Diagon didn't show up until the finale, they were the ones who acted the most for his side of the Ensemble.
* RedAndBlackAndEvilAllOver: With a bit of gold added to the mix.
* ReligionOfEvil: Though they don't appear to be aware of it.
* SuperPowerLottery:
** EnergyBall
** {{Teleportation}}: Through jumping between dimension.
* UnwittingPawn: [[spoiler:To Vilgax, who they mistake for Diagon.]]
* WellIntentionedExtremist: Many of them seem genuinely convinced that Diagon is going to make things better for humanity.

!Important Esoterica:

!!Conduit Edward
[[quoteright:187:http://static.tvtropes.org/pmwiki/pub/images/300px-conduit_edwards_8355.png]]
The leader of the Esoterica cult

* BitchInSheepsClothing: Initially introduced as a very nice, polite, well-intentionned businessman. Later revealed as a fanatic cult leader who has no problem threatening to trap Julie between two dimensions to get Ben to obey him.
* CorruptCorporateExecutive: Played with; he isn't seen doing anything technically criminal, but he is a wealthy businessman, and he ''does'' lead an evil cult trying to bring back an EldritchAbomination in our world.
* TheDragon: To Diagon.
* [[spoiler:DyingCurse: To George, after getting impaled on Ascalon:]]
--->"[[spoiler:May Diagon curse you.]]"
** [[spoiler:Doubles as FamousLastWords.]]
* [[spoiler:ImpaledWithExtremePrejudice: How he meets his demise at the hands of George.]]
* InTheHood
* [[spoiler:KilledOffForReal: And ''onscreen'', with that.]]
* UndyingLoyalty: To Diagon.

[[/folder]]

[[folder:Eon]]

!Eon
-> Played by Christien Anholt (''Race Against Time''), Creator/YuriLowenthal (''Ultimate Alien''), JuddNelson (''Omniverse'')

[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/c1b692f69a3811e0911812313b10052d_small_7830.jpg]]
%%[[caption-width-right:320:]]

A villain who was first introduced in the live-action movie ''Film/Ben10RaceAgainstTime''. Eon's origin is... complicated, in that he's been given two entirely contradictory ones across his few appearances.

In ''Race Against Time'', confirmed to take place in an AlternateUniverse, Eon was presented as a Chronian, a [[HumanAliens Human Alien]] whose species was trapped in a different dimension and who was attempting to bring back his species through an artifact called the Hand of Armageddon to invade Earth. Since he was himself no longer able to activate the Hand by himself, he captured Ben and forced him to turn into him, hacking the Omnitrix so his personality would take over. Ben, however, was brought back to his sense by Gwen, and then seemingly defeated Eon by throwing him through the Hand of Armageddon.

Another version of the character shows up in ''Ultimate Alien'' episode "Ben 10,000 Returns", also coming from an Alternate Universe but coming to the canon timeline, where it's revealed he has been travelling through timelines chasing alternate versions of Ben. It's eventually revealed that he actually is [[spoiler:an alternate version of Ben 10,000 who went evil and started travelling to absorb all the alternate versions of himself, turning them into his minions and intending to create a single timeline where he would be the only Ben Tennyson. He is eventually defeated when Ben and his future self destroy the Hand of Armageddon, supposedly erasing Eon from the timeline.]]

This version of the character, or one a lot like it, shows up in the ''Omniverse'' episode "Ben Again". This version shares more similarities with his movie version in appearance, but lacks any development about his origin, instead being merely portrayed as a time-travelling villain looking for a way to conquer all realities and timelines. After Paradox trapped him in Omniverse's timeline, he attempts to get his hand his hand on the scientist's chrono-navigator, leading to a complex episode where 10 years old Ben and present Ben get their places switched.

* AlienInvasion: What he intended to do in ''Race Against Time''.
* BadBoss: The ''Race Against Time'' incarnation of the character is shown at one point killing one of his minions out of anger because they fail to find Ben.
* BigBad: Of ''Race Against Time''.
* CanonImmigrant: First appeared in ''Race Against Time'' only to appear in ''Ultimate Alien'' and ''Omniverse''.
* CompositeCharacter: The version in ''Omniverse'' uses the live action film's design, but the backstory, according to WordOfGod, is that of [[spoiler:the FallenHero that Ben could potentially become, as in "Ben 10,000 Returns"]].
* DangerouslyGenreSavvy: The ''Omniverse'' incarnation of the character is notably smarter than the average villain; he attacks Ben in both timelines and switches their minds to draw Paradox into the open, then, after capturing him, quickly deduces what and where the Chrononavigator is, and finally waits until Ben finds the Chrononavigator to capture it to avoid damaging the timestream. He almost won until the time holes he created began damaging the timestream.
* [[spoiler:DeaderThanDead: at the end of "Ben 10,000 Returns", he's ''erased from time''. Or not, since he returns in ''Omniverse''.]]
* DimensionLord: the ''Omniverse'' Eon attempted to become this.
* {{Expy}} / DarthVaderClone: his design, according to WordOfGod, was based on Darth Vader. Even more so in later incarnations, who add [[spoiler:the FallenHero aspect.]]
** He also shares similarities with the supervillain Kang the Conquerer from the MarvelUniverse.
** Also to [[Series/DoctorWho the Master]], by virtue of being regularly opposed to Paradox.
* [[spoiler:FallenHero: the "Ben 10,000 Returns" version of the character is revealed at the end to be an evil alternate version of Ben 10,000. While the episode is non-canon in Omniverse, the WordOfGod confirmed Omniverse Eon is this as well.]]
* HesBack: He reappears in the actual series in "Ben 10,000 Returns". [[spoiler:And again in the ''Omniverse'' episode ''Ben Again'', despite having supposedly been ''erased from time''.]]
* HumanAliens: in ''Race Against Time''
* IdiotBall: notably defied; the ''Omniverse'' Eon is smart enough to quickly figure out where Paradox's Chrononavigator is, and immediatly thinks about going back to the moment where Paradox loses it and get it there, before being reminded by Paradox that doing so would be dangerous due to the time manipulation it would cause. [[spoiler:Even then, he still proves smart enough to travel to the moment where Ben find it again in the future and take it there.]]
* KnightOfCerebus: Surprisingly consistent among his appearances, where he doesn't crack jokes terribly often, possesses much danger to Ben and his friends, and his [[TimeMaster powerset]] makes him something to take seriously. Even in ''Omniverse'', Ben, his past self, and Paradox struggle to defeat him.
* LargeHam: He's significantly more bombastic in ''Omniverse.''
* LaserBlade: Uses one in ''Omniverse.''
* MultipleChoicePast[=/=]ContinuitySnarl: His backstory, motives, and general characterization change a lot between his appearances, causing a lot of potential confusion.
** One common theory is that [[spoiler:the original Eon succeeded in his plan after being hurled out of his universe and had his DNA sample in the Omnitrix overtake an alternate Ben into and that's the Eon who appeared afterwards.]]
* OneShotCharacter: For Ben to use with the Omnitrix, since he's not in it anymore. Justified in that "Race Against Time" ''was'' canon, but not with the main timeline.
* PungeonMaster: The ''Omniverse'' Eon cannot go a ''second'' without making a time based pun.
* SameCharacterButDifferent: A rare justified case, as there are many different timelines and thus many different Eons as well.
* ShoutOut: His plan in "Ben 10,000 Returns" is rather similar to [[spoiler:the BigBad in ''Film/TheOne''. Wiping out and absorbing all alternate versions of themselves.]]
* TimeMaster: Though he has his limits, which varies according to the incarnation:
** ''Race Against Time'' Eon could stop time, ages things by shooting at it and travel through time, though he couldn't do the latter too much, or he would get weaker;
** ''Ben 10,000 Returns'' Eon seemed to travel randomly until [[spoiler:the Hand of Armaggedon got activated where he wanted]]. He otherwise possess the same ability to age things by shooting at them, including permanantly destroy Ben's alien form by doing so (weirdly enough, Ben himself survived the process);
** ''Omniverse Eon'' seemed to have a better mastery of time travel, but was still trapped by Paradox in the Omniverse timeline. He also couldn't stretch time too much without danger according to Paradox. He didn't show the aging ray ability from his previous incarnations, though.
* TomatoInTheMirror: At the end of ''Ben 10 Returns'', he and his minions are all revealed to be [[spoiler:Ben Tennyson, of an alternate timeline. Though since the Eon from the movie intended to turn Ben into a new Eon, we can't be sure he's the ''original'' Eon]].
* TookALevelInBadass: While he wasn't exactly a joke in the live-action movie, he still was a threat mostly because he could prevent the Omnitrix from working and didn't stand much against Ben's aliens. His later animated incarnations have more versatile powers, are smarter and one of them could match ''[[FutureBadass Ben 10,000]]'' in a fight.
* [[spoiler:VillainousBreakdown: In ''Omniverse''. When the time portals he creates begin to damage the timestream, he loses his cool and accuses Paradox to have tricked him. He then decides that if he can't rule the cosmos, he'll destroy it.]]
* WildCard: The ''Omniverse'' Eon by his own admission.
-->'''Eon:''' The only predictable thing about me is that I'm unpredictable!
[[/folder]]


[[folder:The Highbreed]]

!The Highbreed

--->''"We are not kind of anything. Hightbreeds are the only kind."''

[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Highbreed_23456789_4538.jpg]]
%%[[caption-width-right:288:]]

An species of ScaryDogmaticAliens who attempt to invade Earth in season 1 and 2 of ''WesternAnimation/Ben10AlienForce''. Hightbreeds believe themselves to be the first, and therefore the purest genetically species in the Universe, and that all other living beings are just mongrels that need to be exterminated like vermin. While powerful of their own, they are unwilling to have direct contact with other species, and rather instead of genetically engeenered {{Mooks}}, the Dnaliens, to do their dirty work.

* [[spoiler:[[AllYourPowersCombined All Your DNA Combined]] : After Ben recalibrates their genetic makeup, this is what happens.]]
* AlwaysChaoticEvil: [[spoiler:subverted; the only reason they are evil is because of their racist ideology. Reinrassic III gradually becomes nicer following his EnemyMine with Ben, and, after he convinced his comrads to give up the whole OmnicidalManiac way, they are no longer portrayed as evil.]]
* ANaziByAnyOtherName
* {{Badass}} / AuthorityEqualsAssKicking: they are the one leading the [[{{Mooks}} DNAliens]]; a single Hightbreed can handle Humongousaure in a hand-to-hand fight without any weapon or power.
* BigBad: ''Alien Force'''s first two seasons.
* BizarreAlienBiology: They survives better in cold climate and feed through two retractable tentacles from their torso, which they use to drain water from the ground.
* TheBlank: Their face possess no visible features other than several red eyes that don't even move, making you wonder if they even are actual eyes.
* [[spoiler:DyingRace: the real reason behind their invasion; due to their FantasticRacism, generations of inbreeding and isolation eventually made them vulnerable to illness, weaker and sterile. They couldn't accept the idea of dying alone and wanted to take the whole universe with them.]]
* [[spoiler:EasilyThwartedAlienInvasion: played with; the heroes are unable to stop their invasion using force, and Ben has to solve the conflict peacefully by solving their DyingRace problem so they won't feel the need to destroy the universe anymore.]]
* EnemyMine: happened twice:
** In ''Darkstar Rising'', [[spoiler:Gwen convinces the [[{{Mooks}} DNAliens]] to help her against Darkstar after their Hightbreed lord was captured by him.]]
** In ''Alone Together'', Hightbreed Commander Reinrassic III is forced to team up with Ben after the two of them were accidentally trapped on a hostile desertic planet. [[spoiler:This lead them to develop mutual friendship and respect, eventually leading Reinrassic to convince his specie their way was wrong and to become Hightbreed Suprême.]]
* {{Expy}}: Though WordOfGod stated it was unintentional, they are in many way similar to the [[DrWho Daleks]].
* FantasticRacism: To the extreme; when one of them got bitten by Humongousaur, he claimed to have been infected, and that he had to leave and disinfect the whole zone. By killing everything around of course.
* [[spoiler:HeelRaceTurn]]
* {{Irony}}: They wished to wipe out all species save their own due to their inevitable extinction, [[spoiler:but now they have become amalgamated with those very races.]]
* KnightOfCerebus: to the saga as a whole; the beginning of their story arc in the first two seasons of Alien Force marked the point where the saga went into a DarkerAndEdgier tone, and they were truly menacing and oppressing villains. Similarly, after the end of their story arc, Alien Force suddenly changed tone to get more humorous.
* MasterRace: They believe themselves to be this, arguing they were the first race in the universe (of course, there is most likely no way to prove if they are right or not).
* OmnicidalManiac: Planned to wipe out all sentient life in the universe.
* [[OnlySixFaces Only Once Face]]: And [[JustifiedTrope not without good reason]]. All that inbreeding ''homogenised them''.
* TheRightOfASuperiorSpecies
* ScaryDogmaticAliens: The "Aliens Are Nazis" type.

!!The [=DNAliens=]
[[quoteright:339:http://static.tvtropes.org/pmwiki/pub/images/dnalien_1_762.png]]
The Hightbreeds' Mooks

* [[spoiler:AssimilationPlot]]
* BodyHorror: [[spoiler:the processus of transforming a human into a [=DNAlien=].]]
* CombatTentacles
* {{Cyclops}}
* FacelessMooks: Cruelly deconstructed; [[spoiler:the Hightbreeds create them by infecting humans with parasites called Xenocytes. All the [=DNAliens=] Ben, Gwen and Kevin killed over the course of the show actually were innocent human civilians]].
* [[spoiler:HalfHumanHybrid[=/=]HalfBreed: They are created by infected by infecting whatever species the Hightbreeds are invading with Xenocytes, gradually turning them in into hybrids. As a result, they are despised by their own masters as much as the species they are related to.]]
* SuperSpit: They can spit an extremely solid glue to immobilize their enemies.
* WeHaveReserves: The Hightbreeds have entire legions of them, can produce many more and consider them barely better than the other species they hates, so they have absolutely no qualm about sacrificing them if necessary.

[[/folder]]

[[folder: The Hive]]

!The Hive
--->You are different than the other drones. Stronger. Together, we could rule everything.
--->'''-The First Hive Queen, to Nanomech.'''

[[quoteright:185:http://static.tvtropes.org/pmwiki/pub/images/185px-Nanochip_Swarm3_2124.PNG]]
%%[[caption-width-right:320:]]

The villains from the second Live-action movie "Alien Swarm". The Hive is an army of living, techno-organic, bug-like nanochip with the abilities to both infest people in order to take over their mind and fuse together to form various structures. They were discovered by Plumber's member Victor Valadis, but the others refused to believe him, and they ended up taking over him. Eventually, the swarm was stopped when Ben used the sample of their own specie, Nanomech, to reach the Queen inside Valadis' brain and apparently kill her.
[[spoiler:They eventually come back in Ultimate Alien, where it's revealed the Queen Ben killed was actually a decoy, while the real one hid itself inside Valadis' daughter (and Ben's childhood friend) Elena. Eventually, Elena's personality fused with the Hive's mind, causing her to become crazy and turn into an AxeCrazy {{Yandere}}.]]

* AuthorityEqualsAsskicking: The queen is much larger than the drones and far stronger.
* BodyDouble: In "Revenge Of The Swarm", it's revealed the queen Ben already killed was a fake and the real queen was [[spoiler: hiding inside Elena.]]
* BigBad: Of the second live action movie.
* CassandraTruth: Victor Validus tried to warn the Plumbers the Hive were preparing to attack but no one believed him until the invasion was already started.
* HiveQueen: The queen of the hive serves this role. However, she's also the only one able to reproduce like a real insect queen and killing her takes the Hive with her.
* IAmLegion: The Hive's hosts refer to themselves as 'we', even the Queen's host despite the fact she refers to herself in the singular.
* {{Nanomachines}}: They're techno-organic nanite chips.
* PuppeteerParasite: Anyone infected by the Hive is put under their control and becomes "drones" for the queen to control.
* ShockAndAwe: The Hive Queen and Nanomech are capable of this.
* WeCanRuleTogether: During their fights with Ben, both queens try to convince Ben to join them as their king.
* WhatHappenedToTheMouse: WordOfGod is that we won't be seeing them in ''Omniverse'': [[AbortedArc that story's been dumped.]]
* [[spoiler:{{Yandere}}: Toward Ben, after Elena became one with them.]]
* YouWillBeAssimilated: Their MO is to infect and take over everyone on the entire planet.
[[/folder]]


[[folder:Darkstar]]

!Michael Morningstar (Darkstar)

[[quoteright:324:http://static.tvtropes.org/pmwiki/pub/images/vlcsnap-499401_4567.png]]
%%[[caption-width-right:324:]]

-> Voiced by Creator/WilWheaton

--->"[[ScrewTheRulesIHaveSupernaturalPowers Why use your powers to help people when you can get whatever you want?]] [[DrunkWithPower All I ever wanted was power]] [[PoweredByAForsakenChild and then you brought me]] [[EnergyBeing Gwen]]. [[YouHaveOutlivedYourUsefulness Guess I should thank you.]]"

A Plumber's kid met by Ben, Kevin and Gwen as they were looking for allies to fight the Hightbreed invasion. Micheal Mourninstar was a beautiful young and rich man with light-based powers when they met him, and quickly agreed to join them. It soon turned out, however, that he was much more sinister than he appears: his powers came from the ability he had to drain energy from people. He had been draining energy from schoolgirls for a long time, turning them into zombies he then used to collect more energy for him. Eventually, he absorbed Gwen's energy, becoming near unstoppable, but this backfired when Zombie Gwen turned against him and took back her energy. This then caused his other zombies to attack him as well and drain most of his powers, leaving him powerless and disfigured. His draining powers ultimately came back stronger, but he remained disfigured. Blaming Ben's team for what happened, he donned a mask and took the alias "Darkstar" before going on a revenge against them.

* ActuallyNotAVampire: In his first appearance, he drains life force from girl he seduces to feed himself, said girls are turned into zombies under his control, and he even lives in a castle. He is not exactly a vampire, but he is probably the closest thing the Ben 10 Universe has from one.
* BitchInSheepsClothing: In his first appearance.
* BlondGuysAreEvil: Not blonde anymore though [[spoiler: but he later regains his original appearance. Then loses it again when Charmcaster kicks him out of Ledgerdomain, and is once again wearing his helmet when makes a cameo appearance in Omniverse]].
* ChronicBackstabbingDisorder: EVERY time he shows up he ends up double-crossing someone somehow. Comes back to bite him once Ben gets GenreSavvy to him.
* DarkIsEvil: As Darkstar.
* DoesThisRemindYouOfAnything: His habit of draining energy from girls is played up suspiciously to be like [[RapeIsASpecialKindOfEvil rape.]] Not to mention his attitude toward Gwen, who sounds a lot like a creepy stalker.
* EnemyMine: Helps Ben and his friends against the Highbreed invasion, teams up with Kevin to gain an artifact only to betray him afterwards, and [[spoiler: helps out again in Ultimate Alien's first season finale, only to make a failed backstabbing attempt in the end.]]
* EnergyAbsorption[=/=]VampiricDraining
* EvilCounterpart: To Gwen (similar powers) and Kevin (similar personality in psycho mode).
* LightIsNotGood: As Mike Morningstar, who not only was beautiful and blonde, but his powers were mostly represented by golden/yellow light. As Darkstar, his powers now are obviously [[DarkIsEvil dark energy]], but [[spoiler:he once almost regained his original appearance, and presumably his powers]].
* LightningBruiser: his original light-based powers as Monrningstar allowed him to be both fast and strong.
** MightyGlacier: as Darkstar; he still possess powerful attacks, and becomes more durable each time he absorbs energy, but he is no longer able to fly or go fast.
* {{Jerkass}}: Oh God, ''yes''. Probably one of the biggest examples in the whole franchise.
* ManipulativeBastard: a master in this; so far, he has been successively manipulating Gwen, Magister Gihill, Kevin and [[spoiler:Charmcaster]]
** [[spoiler: Subverted in "Absolute Power", in which the heroes are completely prepared for his manipulation and inevitable double-cross.]]
* NamesToRunAwayFromReallyFast: "Morningstar." Sometimes used as a divine title for Jesus. More commonly used as the translation of "Lucifer" into English.
* NotSoDifferent: Points out in ''Ultimate Alien'' that he and insane Kevin are the same. Kevin confirms this later by calling Gwen "Lovely Gwen", Darkstar's name for her.
* [[spoiler:OutGambitted: No one ever suspected he would betray Ben and company after he helped turn Kevin sane again. [[GenreSavvy Oh wait, yes they did]]]].
* ScrewTheRulesIHaveSupernaturalPowers: he is a firm believer of this trope, and even states it outright in his first appearance. Just check his quote.
* TheSociopath: He has no empathy for anyone but himself.
* StevenUlyssesPerhero: Michael ''[[{{Satan}} Morningstar]]''? [[SarcasmMode Yeah, I see why Gwen believed he was]] MostDefinitelyNotAVillain.
** Sort of an odd example of ViewersAreMorons, where they're expecting someone older or smarter (like Gwen is supposed to be) in the PeripheryDemographic to catch it, but to a little kid, he has a good-guy-sounding name.
* ThatManIsDead: "Michael Morningstar no longer exists. Now I am Darkstar!"
[[/folder]]


[[folder:Sixsix, Sevenseven, and Eighteight]]

!Sixsix, Sevenseven, and Eighteight
-> Sixsix and Sevenseven voiced by Creator/DeeBradleyBaker

[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Sixsix_5420.png]]
[[caption-width-right:288:Sixsix]]
[[quoteright:282:http://static.tvtropes.org/pmwiki/pub/images/Sevenseven_UA_7003.png]]
[[caption-width-right:282:Sevenseven]]
[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Ben_10_Omniverse_88_1531.png]]
[[caption-width-right:288:Eighteight]]

Two [[Franchise/StarWars Boba Fett-esque]] alien {{Bounty Hunter}}s with [[TheUnintelligible ununderstandable language]] who regularly show up. Sixsix was introduced in the original series as a hunter hired by Vilgax to get the Omnitrix. He then got several appearances as a minor villain in the show, the last being in ''Secret of the Omnitrix'' as a minion of Vilgax. Sevenseven was introduced in the Alien Force, and [[SuspiciouslySimilarSubstitute basically played a similar role for this era]]. The two of them return in Omniverse, with a new character, Eighteight, introduced as their sister.

* ActionGirl: Eighteight
* AllThereInTheManual: Before the second series, the pop-ups in the first series confirmed Sevenseven's existence, explaining that they're brothers (with Sevenseven obviously being the elder). According to Derrick J. Wyatt, they also have a sister named Eighteight, who debuts in season 3 of Omniverse.
* BerserkButton: Apparently, Eighteight doesn't take well to being told she resembles her brothers.
* BountyHunter
* CoatHatMask: Sixsix's introduction in the movie had him wearing a longcoat and a hat in addition to his helmet.
* Creator/DeeBradleyBaker
* CuteMonsterGirl: While we can't confirm this by seeing her face, Eighteight has a more human-like size and body than her two much bulkier brothers.
* DistaffCounterpart: Eighteight, of her brothers.
* TheDragon: Sixsix, to Vilgax in ''Secret of the Omnitrix''
* {{Expy}}: of Boba Fett from StarWars.
* FamilyThemeNaming
* InformedAbility: Sevenseven is supposely eleven times more dangerous than Sixsix. It never shows.
* MultiArmedAndDangerous: Sixsix and Sevenseven have various small arms that can show up through various openings of their armors. Eighteight can presumably do the same.
* NotSoStoic: They all get moments in Omniverse, Sevenseven blowing out a smoking laser, Sixsix tossing gernades, then waving bye-bye with his vestigial arm, Eighteight getting angry when being compared to her brothers, and all three cowering when Attea fires off her super-weapon.
* PleaseKeepYourHatOn: You ''don't want'' to know how Sixsix looks behind his helmet. Notably, WordOfGod said he is a mutant and all people of his species don't look like that.
* PunnyName: Their baby sister, Twotwo, wears a tutu.
* TheQuietOne: compared to Sixsix, Sevenseven almost never speaks. [[TheUnintelligible Not that we can understand what he is saying anyway]]...
* ScrewThisImOuttaHere: In Sevenseven's debut episode, Swampfire shrugs off his attacks, and punches him so hard his helmet cracks, after this he opts to run.
* SlidingScaleOfVillainEffectiveness: Played straight when Ben Charges them with Cannonbolt, he takes Sixsix (original series) down without any trouble, Sevenseven (Two squeals) counters his charge with and electrified brass knuckle, but Ben redoubles his efforts and takes him down, and Eighteight (current series) manages to evade him completely, and get a bunch of shots in before Attea accidentally shoots her. Later, Eighteight is also able to resist Gravattack's powers.
* SuspiciouslySimilarSubstitute: Sevenseven to Sixsix. Beside the names and armor colours (and the face under the helmet), the two are almost identical.
* TheUnintelligible: According to WordOfGod, their language is so complex that it cannot be translated with TranslatorMicrobes. For some reason through, some aliens, including Rook, have displayed the ability to understand them.
* ThoseTwoBadGuys: Sixsix often teamed up with Vulkanus in the original series.
* TokenGirl: Eighteight.
* UpToEleven: Sevenseven is basically this to Sixsix.
* VillainsOutShopping: Hilariously, Sevenseven is at the auto show in "OTTO Motives", and even brought his little sister, Twotwo, with him.
* VillainTeamUp: Sixsix teamed up with Kraab, Vulkanus and worked on regular basis for Vilgax. Sevenseven was hinted to have been working for Zombozo in Ultimate Alien.
** Sixsix, Sevenseven and Eighteight all team up under Princess Attea's order in "Vilgax Must Croak".
* WalkingArmory: both Sixsix and Sevenseven. Averted with Eighteight, who just uses a regular blaster.
* WhatHappenedToTheMouse: It's presumed Sixsix was sent back to Incarcecon after "Secret of the Omnitrix", but no clear information was ever given about why we never saw him back until Omniverse.
** TheBusCameBack: After disappearing for all Alien Force and Ultimate Alien, Sixsix is brought back in ''Omniverse''.

[[/folder]]

[[folder:Vulkanus]]
!Vulkanus
-> Voiced by Creator/JohnDiMaggio
[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/AF_Vulkanus_7127.png]]
%%[[caption-width-right:288:]]

An alien ConMan who was first introduced working together with Sixsix, and served as a minor villain in the original show. He shows up again in the ''Alien Force''/''Ultimate Alien'' era, where it's revealed that he is actually a dwarfish alien in a robotic suit.

* BullyingADragon: In ''Con of Rath'', upon seeing recognizing Ben in Rath form, he mocks him by asking if he "put the Omnitrix on Ugly". Granted, he couldn't necessarily know how violent Rath was, but mocking the guy wearing the most powerful weapon in the Universe and who already defeated him several times before ? [[TooDumbToLive Not the smartest move...]]
* CharacterizationMarchesOn: The original series depicted him as a DumbMuscle (Synaptak specifically refers to him as "All brawn, no brain"), had him almost always teaming up with Sixsix and didn't really developed his personality. In the ''Alien Force/Ultimate Alien'' era, he usually worked of his own leading his own minions, and was smart enough to develop his own business.
* ConMan
* DumbMuscle: He is described as this in his first appearance. In his later appearance, however, he is portrayed as slightly smarter than before (Enough to have his own business).
* FantasticRacism: He makes a quite arrogant comment about Tetramands upon meeting Fourarms on Earth.
* HoistByHisOwnPetard: One episode has him paying to have a Techadon usine put in Bellwood producing large amount of always more powerful Techadons to eliminate Ben. By the end of the episode, the protagonists figure out a way to trick the Techadon into a hunting ''him'' instead.
* TheManBehindTheCurtain: In ''Alien Force'' and ''Ultimate Alien'', Vulkanus is just a dwarf creature in an giant armor.
* ThoseTwoBadGuys: With Sixsix, in the original series.
* PoweredArmor
* VillainTeamUp: Usually with Sixsix, but Ultimate Alien also had him teaming up with Zombozo and Charmcaster.

[[/folder]]

[[folder:Albedo]]

!Albedo
-> Voiced by Creator/YuriLowenthal (Alien Force, Ultimate Alien, Omniverse), Creator/EricBauza (Omniverse, Galvan form only), TaraStrong (Omniverse, kid Ben form)

-->Soon, they will all suffer, starting with Ben Tennyson. Until then... BRING ME CHILI FRIIIIIIIIIIIIIIIES !

Azmuth's former assistant, and Ben's new EvilCounterpart after Kevin's HeelFaceTurn. Originally a Galvan, Albedo asked his master for his own Omnitrix. When Azmuth refused, he created a copy of it and set it to match Ben's. However, since Ben's Omnitrix had Ben's DNA as the default form, it ended up turning Albedo in a clone of Ben with the same alien transformations, but unable to turn back to his original form. Since then, Albedo is obsessed with getting his hands on the Omnitrix so he can use it to turn back to normal.

[[AC: Alien Force & Ultimate Alien]]

[[quoteright:336:http://static.tvtropes.org/pmwiki/pub/images/Albedo_Ben_10_5529.jpg]]
%%[[caption-width-right:336:]]

* [[spoiler:AndIMustScream: His fate at the end of ''Night of the Living Nightmare''; he ends up in a nightmare caused by a Cassiopeian dream eater, unable to wake up until it will be removed.]]
* AntiVillain: [[SlidingScaleOfAntiVillains Type II]]. The ''only'' reason he ever became a villain in the first place was to get his original Galvan form back. When he temporarily gets it back in ''Ultimate Alien'', he was actually more than willing to give up revenge on Ben and leave Earth. In ''Omniverse'', however, he devolves into a pure villain.
* APupilOfMineUntilHeTurnedToEvil: To Azmuth, though he was more an assistant than a pupil.
* BadassBookworm: This guy is extremely intelligent even by Galvan standards; he could actually build a knock-off Omnitrix and later completed the Ultimatrix (developing the evolutionary function in the process) in a cave with tools provided by Vilgax. He is also shown to be quite skilled in fighting when using his alien forms; when [[spoiler:Vilgax double-crossed him, he successfully destroyed several Humongousaur drones before being taken down.]]
* BeingHumanSucks: He sure thinks so:
-->'''Albedo''': I am stuck in this stinky, sweaty, noisy, hungry, hairy, smelly teenaged human body, constantly craving chili fries and scratching myself in places I suspect are inappropriate!
* CursedWithAwesome: He is trapped in the form of Ben while retaining his Galvan intelligence, with his own Omnitrix and the same forms to access than Ben; for all his complaining, it still doesn't sound that bad objectively, as it grants him a taller, stronger body than his original, with several alien forms to turn into. The problem is, he ''hates'' his human body, especially since he despises humans and because it gave him Ben's irrational impulses, hormones, and craving for chili fries.
* DiscardAndDraw: In his original appearance in ''Alien Force'' he had an Omnitrix exactly like Ben's, but that was dismantled by the end of the episode. Then he built the Ultimatrix, able to hyper-evolve his transformations into more powerful forms, but that was taken from him by Ben in the series finale. In ''Ultimate Alien'' he used a ray device to give himself the ability to "change DNA at will," but an interruption in the process left him unable to maintain a transformation for more than a few seconds.
* EvilAlbino
* EvilCounterpart:
** He has a huge ego, was given power which he never quite understood and used it for his own means, and has his own connection to Azmuth, much like Ben. Unlike Ben, he has no respect for anyone else, never stops using the Omnitrix that way, and eventually ended up disowned by Azmuth.
** To this extent, he is also one to Azmuth, but with what is perhaps an even more horrifically sized ego.
* EvilIsPetty: Despite his sympathetic motives he went out of his way to show up Ben and Azmuth for perceived slights while blaming them for things they never did (He blames his misfortunes on Ben in ''Ultimate Alien'' when it was really Hugh's fault as the standout example)
* EvilTwin: Thanks to weird connections between the Omnitrix systems, his new default form is a PaletteSwap of Ben.
* FailureIsTheOnlyOption: [[spoiler:DoubleSubverted. He finally has the ability to turn back into his original form... only it's temporary.]]
* HumanityEnsues: And gosh is he not happy about it.
* IneffectualSympatheticVillain: You can't help but feel bad for the guy, stuck in a human body that causes him no end of grief.
** "Double Or Nothing" all but spells this out: by only wanting to turn back to normal, he's (d)evolved into a {{Harmless|Villain}} AntiVillain.
* [[spoiler:HoistByHisOwnPetard: Gets himself attached to a Cassiopeia dream eater he meant for Ben.]]
* InsufferableGenius: As a Galvan he's extremely intelligent and helped build the Omnitrix so he does have smarts, but he insults and demeans everyone else from Ben to Azmuth to ''Vilgax'' as he believes himself to be the most brilliant being in the universe. Not surprisingly this comes back to bite him in the ass repeatedly, especially in the series finale of ''Alien Force''.
* LargeHam: "BRING ME CHILI FRIIIIIIIIIIIIIIES!!!"
* LockedIntoStrangeness: When he was first introduced, he looked completely like Ben, however, a feedback caused by the Omnitrix, he turned into a PaletteSwap of Ben.
* MeaningfulName: "Albedo" refers to the reflection in physics and the state of purification in alchemy.
* NeverMyFault: Constantly has this mindset, refusing to believe he could ever make a mistake, such as his Omnitrix being filled with far more crippling design flaws, which resulted in his default form becoming a clone of Ben, and that he has done nothing wrong to deserve imprisonment (despite his plans usually reaching straight-up murder).
* PsychopathicManchild
* PutOnABus: Disappeared from ''[[WesternAnimation/Ben10AlienForce Alien Force's]]'' "[[GrandFinale The Final Battle]]" without a trace, only to return halfway through ''Ultimate Alien''.
* RedAndBlackAndEvilAllOver: His color scheme.
* RedEyesTakeWarning
* SmallNameBigEgo: He's the greatest scientific mind in the universe! Or so he says. Yet his versions of the Omnitrix and Ultimatrix have glaring design flaws that nearly prove fatal to himself and others on several occasions. Naturally, [[NeverMyFault he blames this on Azmuth and Ben instead of owning up to his own mistakes]].
* TrademarkFavouriteFood: Chili fries, just like Ben. Though he blames it on Ben's DNA, WordOfGod is that is just an excuse, and he genuinely does like them.
* VillainTeamUp: With Vilgax in the Alien Force finale. He is GenreSavvy enough to expect a double-crossing, [[spoiler:but fails to prevent it]].
* VoluntaryShapeshifting: Due to a modification he made to himself, he can transform without an Omnitrix. However, due to Ben's interference, no matter what he transforms into, he'll always change back to a clone of Ben.
* YankTheDogsChain: Both of his appearances in ''Ultimate Alien'' have him suffer this.

[[AC: Omniverse]]

[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/albedoinomniverse_8437.jpg]]
%%[[caption-width-right:300:]]

* AcCENTUpontheWrongSylLABle: His intonation and pronunciation is slightly off and he makes a couple of grammatical mistakes while masquerading as Ben.
* BigBad: Of the fourth story arc.
* CardCarryingVillain: Delves into this in "A Fistful of Brains" where he starts using many stock villain quotes, to Ben's irritation.
* DangerouslyGenreSavvy: Egotistical as he is, he has the foresight to plan ahead. Such as after kidnapping Ben and placing him in Khyber's "care", he leaves traces of Ben's DNA all over the galaxy to make the task of finding Ben far more difficult. And when Max and Rook ''do'' inevitably find Ben, he's already prepared an ambush.
* DarkIsEvil: His aliens have significantly darker colours than Ben's.
* DiscardAndDraw: He uses an Omnitrix-looking device to "stabilize [his] transformations" and upgrades it to allow him to go ultimate again as well.
* DivergentCharacterEvolution: His PaletteSwap design aspect still exists in ''Omniverse'', but he's using a backwards version of the jacket from ''Alien Force'' as well as having the Ultimatrix on his right hand. His alien forms similarly still apply the PaletteSwap, but are no longer restricted to the eyes and symbol, with the forms having a darker palette than Ben's aliens, with his only unique form being his Galvan form, which looks far different from Gray Matter (''Ultimate Alien'' showcased it as looking rather similar to Gray Matter).
* EvilMakesYouUgly: Albedo's new versions of the Ultimate Aliens are far more monstrous than Ben's.
* EvilVersusEvil: In '''The Ultimate Heist''', he fights and steals a polymorphic crystal to stabilizer his transformations from Inspector 13 of the Techadon Empire.
* {{Expy}}: Ultimate Albedo is one of {{MODOK}}.
* FaceHeelTurn: He never really was a nice guy, but a flashback in ''Omniverse'' reveals that he was very loyal and respectful to Azmuth, and briefly teamed up with Ben when he was 11 years old (though weirdly enough, ''Good Copy Bad Copy'' seems to indicate that Ben does not remember it), and then teamed up against Malware. He did become a villain sometime between the events of the flashback and Omniverse, making Albedo an opponent to Ben.
* {{Flanderization}}: While his craving for Chili Fries has been a major characterization from the beginning, he was more or less composed about it in the previous shows. In ''Omniverse'', they have such an addictive effect on him that he will fall into JabbaTableManners whenever some are presented to him.
** His revenge-seeking nature gets far more emphasis in ''Omniverse'', when he was willing to leave Ben and friends alone after getting his form back in his first ''Ultimate Alien'' appearance. As explained in EvilIsPetty and MotiveDecay, [[JustifiedTrope he was most likely going to turn out like this anyway]].
* FromNobodyToNightmare: ''Omniverse'' shows exactly who he was before; a somewhat ambitious, albeit still egotistical Galvan who implied that he was greater than even Azmuth. ''Alien Force'' gave him a good first showing, though still having problems, with ''Ultimate Alien'' putting him largely in [[IneffectualSympatheticVillain joke]] territory. ''Omniverse'', however, showcases him as a master schemer and able to give Ben a hard time, whose sociopathic tendencies and goals for revenge seems to have far overwritten his goal to get back his Galvan form.
* [[spoiler:HeelRealization: When he finally absorbs Azmuth's intelligence, he starts to perceive the universe the way Azmuth does, and realizes how petty and pointless his whole attitude was. [[NiceJobBreakingItHero Sadly, Ben then attacks him and causes him to lose the knownledge, reverting him back to what he was]].]]
* IgnoredEpiphany: [[spoiler: Despite finally realizing just how petty and pointless his villainous actions were after gaining Azmuth's intellect, he immediately regresses after having it removed. Albedo convinces himself that his temporary glimpse of enlightenment was just a trick of his enemies to avoid learning from it.]]
* ItIsPronouncedTropay: His name in [[WesternAnimation/Ben10AlienForce Alien Force]] and [[WesternAnimation/Ben10UltimateAlien Ultimate Alien]] is pronounced Al-Bee-Doe. ''Omniverse'' characters say it as Al-Bay-Doe.
* KnightOfCerebus: He has become this in ''Omniverse''. Albedo has been portrayed as a far darker and dangerous villain even when compared to himself at his best in ''Alien Force'', playing up his EvilCounterpart and [[TheSociopath sociopathic]] traits while acting as a ruthless criminal mastermind instead of a whiny over glorified assistant, showing how dangerous Ben's power set can be when used by someone evil.
* ManipulativeBastard: In ''Omniverse'', he tricks Rook into trusting him while posing as Ben by taking advantage on Rook's constant hope that Ben will actually listen to his advices.
--->'''Albedo''': "After that, it was easy; you were starstruct by your "hero". You wanted ''so badly'' to believe that the great Ben Tennyson would take your advice and better himself."
* MotiveDecay: In AF/UA, he was content with simply regaining his original form. He regains it in ''Omniverse'', but still wants to take revenge on Azmuth and Ben. While this is a logical progression for his character considering his sociopathic tendencies, he then proceeds to develop a plan to absorb Azmuth's intelligence and become the smartest being in the Galaxy, even though a large part of his character was trying to prove he was the smartest of the two.
* RedAndBlackAndEvilAllOver: His transformations have red eyes and darker skin tone's than Ben's on top of his PaletteSwap human form.
* RememberTheNewGuy: Sort of; he was introduced as a new character in ''Alien Force'', but ''Omniverse'' establishes Ben and him actually met back when Ben was 11 years old, even though his first Alien Force appearance suggested this was their first meeting. Possibly a case of ForgottenFirstMeeting.
* RevengeBeforeReason: Albedo always had an irrational need to seek revenge on Ben and Azmuth for percieved slights against him, but ''Omiverse'' takes this trope UpToEleven. Despite finally regaining his Galvan form, he is still obsessed with revenge against Ben. Ben even outright tells him how stupid this is, stating that he has what he wanted and should just let go and move on. Albedo doesn't care.
* ShapeShifterModeLock: Zig-zagged, he can shift back into his Galvan form but he always turns back into Ben's form in the end.
* TheSociopath: He had some sociopathic characteristics in his ''Alien Force'' debut, but he takes them up to 11 in ''Omniverse''.
* SpockSpeak: He now talks like this.
* TookALevelInBadass: After he suffered an extreme case of VillainDecay in ''Ultimate Alien'', ''Omniverse'' makes him a bigger threat than he ever was before.
* VillainTeamUp: With Khyber.
* VocalEvolution: In ''Omniverse'', Yuri's performance is quieter and more menacing, whereas previous series used a voice more similar to Ben's.
* WhiteHairBlackHeart: He's sure not an AntiVillain this time around.
* YankTheDogsChain: [[spoiler: In 'A Few Brains More', not only does Azmuth tamper with his Ultimatrix to return Albedo to Ben-mode, but then he regresses to Ben's 11-year-old self!]]
[[/folder]]

[[folder:Ragnarok]]

!Ragnarok
-> Voiced by JohnDiMaggio

[[quoteright:238:http://static.tvtropes.org/pmwiki/pub/images/Ben_10_alien_force_ragnarok_2825.jpg]]
%%[[caption-width-right:238:]]

An alien criminal whose job is to destroy suns so he can takes their energy and sell it to other planet, uncaring if millions of people die in the process. Ragnarok was the criminal responsible for the death of Kevin's father Devin.

* ArchEnemy: To Kevin for the one episode he was in.
* AssholeVictim
* BaldOfEvil: Well, he does have hair, but the top of his head is bald.
* NamesToRunAwayFromReallyFast
* OmnicidalManiac: His job is destroying suns and killing solar systems to take energy from them and sell it.
* SaveTheVillain: Averted. Kevin let him ''fall into the sun!''
* SkeletonsInTheCoatCloset
* TheSociopath
* VillainsWantMercy: He actually begged Kevin for help when he was about to be sucked in the sun. [[KickTheSonOfABitch Guess how that worked out]].
* YouKilledMyFather: He killed Kevin's father.

[[/folder]]


[[folder:Aggregor]]

!Aggregor
-> Voiced by JohnDiMaggio

--->''"No one escapes Aggregor!"''

[[quoteright:333:http://static.tvtropes.org/pmwiki/pub/images/Aggregor_9399.png]]
%%[[caption-width-right:333:]]

An Osmosian (Kevin's species) criminal who serves as the main villain in season 1 of ''WesternAnimation/Ben10UltimateAlien''. Aggregor is attempting to collect five aliens from the Andromeda galaxy and absorb them with a help of a machine enhancing his absorption powers so he can become strong enough to get his hands on what he calls the "Ultimate Prize". The aliens escaped on Earth split up to escape him, leading to his arrival on Earth. While initially not especially powerful, Aggregor is a competent fighter and overall a amazingly DangerouslyGenreSavvy [[MagnificentBastard schemer who was able to trick the protagonist into reaching his goals for most of his appearance]].

* [[spoiler: AGodIAm: His ultimate plan was to absorb the powers of a Alien X and reshape the universe to his whim.]]
* AllYourPowersCombined: Intends to permanently assimilate [[ElementalPowers Fire, Water, Earth, Wind, and Electric]] powers from a quintet of aliens from the Andromeda Galaxy.
* [[AntiMagic Anti-Mana]]: Courtesy of absorbing Galapagus.
* {{Badass}}: He's by far one of the most competent villains in the show.
* BigBad: For the first season of ''Ultimate Alien'' [[spoiler: until he ends up [[HijackedByGanon hijacked by Kevin 11.]]]]
* BodyHorror: His first use of Galapagus' powers involves multiple ''vents opening on his body''. YMMV on how it compares to [[spoiler:Ultimate Aggregor.]]
* [[spoiler: BroughtDownToNormal: Thanks to Kevin absorbing his powers. It's assumed he can still absorb matter and energy since that's considered "normal" for Osmosians.]]
* DangerouslyGenreSavvy: One of the main reason he was so unstoppable for most of the season was because he was very good at anticipating what the heroes would do and use their actions to his benefit.
* EvilCounterpart: To Kevin. As noted below, he is very similar in role and personality to Kevin in the first show, as well as being of the same species, with the same powers and love of absorbing energy. Kevin seems to be aware of how similar they are, and has apparently taken this to heart given how intense he is about stopping him.
* {{Expy}}: Aggregor is basically Kevin if he ''didn't'' reform: sadistic, merciless, and with the power to absorb energy, complete with his body mutating to accommodate the stolen alien power. In other words, he's just like Kevin 11,000.
* [[spoiler: FakeBoss: Kevin ends up becoming the final enemy to face in ''Ultimate Alien's'' first season.]]
* GenericDoomsdayVillain: Debatably; he is mostly defined by the treath he represents and has no known motivation beside ambition and hunger for power, but then again, so do a lot of villains in this franchise (including [[ArchEnemy Vilgax]])
* HiddenAgendaVillain: His true goal, [[spoiler:to reshape the universe the way he wants]], was kept hidden until his last appearance.
* HornedHumanoid
* KickTheSonOfABitch: Stealing the power of Adwaita in "Where The Magic Happens".
* MeaningfulName: He aggregates (collects) the powers of other aliens.
* NoShirtLongJacket
* [[spoiler: PoweredByAForsakenChild]]: In "The Forge of Creation" [[spoiler: he goes after a baby Alien X with the goal of stealing its RealityWarper powers]].
* PowerCopying: His base power allows him to steal the abilities, and apparently life force, of whoever he touches. However, he can only use the stolen power at a tenth of its original strength, and it wears off. He's built a machine to subvert this, fully and permanently absorbing the power of the five aliens he's hunting at the cost of killing them.
* RubberForeheadAlien: In his default form he looks essentially like a human with a row of spikes on his head.
* TheSociopath
* SuspiciouslySimilarSubstitute: A sociopathic alien with an open-shirted design voiced by John [=DiMaggio=] and with a connection to Kevin? Why does this sound so much like Ragnarok?
* TheUnfettered: He will do absolutely ''anything'' to reach his goal, including murder, kidnapping, or even dooming an entire planet.
* WalkingShirtlessScene: Notably, [[BestKnownForTheFanservice this is often criticized by Derrick J. Wyatt when asked about his opinion of the character]].
* [[spoiler:WhatHappenedToTheMouse: He is not mentioned again after being defeated by Kevin. WordOfGod said he's currently incarcerated, which was later confirmed in ''Night of the Living Nightmare''.]]
[[/folder]]

[[folder: Will Harangue]]
!Will Harangue
-> Voiced by JohnDiMaggio

[[quoteright:257:http://static.tvtropes.org/pmwiki/pub/images/Will_Harangue_001_9070.png]]
%%[[caption-width-right:257:]]

An anchorman who developed, for unknown reason, a violent hatred of Ben after his existence was revealed to the world in ''WesternAnimation/Ben10UltimateAlien''. Harangue is convinced that Ben is a menace, and passes most of his time trying to convince everyone that he is right. Occasionally, he will also attempt things against Ben himself, but most of his appearances only have him criticizing Ben on TV.

* BlatantLies: He tried save his reputation after the Inkursean Invasion by pretending he was acting undercover to save Earth and was prevented to do it by Ben. Nobody buys it. Not even [[MadScientist Chadwick]].
* EvenEvilHasStandards: He seems to draw a line at mass alien genocide, if only because no spin doctor could make that go over well with the public.
* {{Expy}}: He's [[SpiderMan J Jonah Jameson]] mixed with [[ComicBook/{{X-Men}} Senator Kelly]] as a TV pundit.
* FantasticRacism: Against aliens. [[{{Hypocrite}} Though that doesn't stop him from siding with the Inkurseans during their invasion]].
* HateSink
* {{Hypocrite}}: Keeps calling Ben a menace on TV and denouncing [[DestructiveSavior the collateral damages he causes in his heroic acts]]. That coming from the guy who built a giant KillerRobot [[PickOnSomeoneYourOwnSize just to hunt down a 16 years old kid]], and pretty much caused as much, if not more, damage than Ben by doing so.
** He makes arguments against aliens in "Frogs of War", even citing Ben as a possible alien invader. The second part has him ''supporting and praising their new frog-like overlords'' for getting rid of Ben. The public didn't miss this one, though, and it cost him their support.
* IrrationalHatred: Of Ben.
* {{Jerkass}}: There are many other names for him, though ''nothing'' seems strong enough. He finally learns this ''the hard way'' [[spoiler:when Ben turns Harangue into an alien]].
* KarmaHoudini: Pretty much got off scott-free for his actions in "Computer Games", save for the billions he spent on the robot. [[AndThatsTerrible And his car]].
** This trope is finally avoided in "Return to Forever", which reveals that he lost viewers after "Frogs Of War" due to siding with the Incurseans, and then [[spoiler:gets permanently mutated into a tentacled alien creature]].
* KickTheSonOfABitch: Ben finally gives this to him by shooting water at him as Waterhazard. With the randomizer function on and Ben creating accidental damage, what he did to Harangue was obviously not an accident.
** And Ben does it again by [[spoiler:using Jury Rigg to mess with the Forever Knights' machine to mutate Harangue into an alien.]]
* MeaningfulName[=/=]PunnyName
* NeverMyFault: After the whole Quisling thing has torpedoed his ratings, he insists that he was trying to undermine them before Ben ruined everything, and cannot understand why people think he's the bad guy.
* TheQuisling: Gladly sings the praises of the Incurseans when they exile Ben from Earth.
* ShutUpHannibal: Finally, in "Frogs of War" Ben does this to him as Water Hazard. He should've done something like this a long time ago.
* StrawmanPolitical: Though a blender of several political pundits (as one message board noted: he's like the worst of Bill O'Reily, Keith Olbermann, Glenn Beck, Al Franken, and even Stephen Colbert mixed in a blender.)
** ObfuscatingStupidity: A lot of the StrawmanPolitical pundit stuff is for show; behind the scenes, he's pretty sinister.
* VillainWithGoodPublicity: More like ''incredible''. Despite ''many'' problems in his smear campaign against Ben, he not only manages to somehow avoid being arrested by the feds, but also seems to still have enough of a following to keep his show.
** However, he finally lost it in "Return to Forever", because he supported the Incursean Armada.
[[/folder]]

[[folder:Adwaitya]]
!Adwaita

-> Voiced by JohnDiMaggio

[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/14_105810721084_107510761077_108810861078107610721077109010891103_10841072107510801103_mkv_000964172_2811.jpg]]
%%[[caption-width-right:320:]]
A villain introduced in "Where the Magic Happens", and the BigBad from Charmcaster's perspective. A Geochelone Aerio magic user who somehow ended up in the possession of the Alpha Rune, an artifact that granted him control over Magic itself. He used it to take over the dimension of Ledgerdomain, exterminating the civilization of human spellcasters who had been living here and enslaving the others. Hex and Charmcaster were the only known survivors thanks to the sacrifice of Charmcaster's father, Spellbinder.

* [[spoiler:AndIMustScream: Charmcaster puts him in this situation after she overthrew him.]]
* [[spoiler:AssholeVictim: Probably the only one of Charmcaster's victims that no one will miss.]]
* BigBrotherIsWatchingYou: He uses magical drone-like creatures to watch everything that happens in Ledgerdomain.
* DimensionLord: While he is never seen attempting to conquer ours, he does rule another dimension.
* {{Expy}}: A DimensionLord with a flaming head... looks like [[Comicbook/DoctorStrange Dormamuu]] has a relative.
* MySpeciesDothProtestTooMuch: As demonstrated by Galapagus, Geochelone Aerio usually are peaceful, innocent, kind beings who don't even know how to tell a lie. Adwaita... [[TheSociopath is none of those things]].
* ReptilesAreAbhorrent: A rare case where turtles ''aren't'' an exception to the rule.
* SmugSnake: More like smug turtle, but still.....
* SorcerousOverlord
* YouKilledMyFather: Is responsible for killing Charmcaster's father Spellbinder.

[[/folder]]

[[folder: Captain Nemesis]]

!Carl Nesmith (Captain Nemesis)
-> Voiced by Creator/ChristopherMcDonald

[[quoteright:309:http://static.tvtropes.org/pmwiki/pub/images/Overlord_1298.png]]
%%[[caption-width-right:309:]]
Originally a famous super-hero operating before Ben even got the Omnitrix, Captain Nemesis ended up causing a fake kidnapping attempt on young star actor Jennifer Nocturne, so he could save her and come back on the scene. After the kidnapping was stopped by Ben, he grew jealous toward him, to the point he eventually offered a "friendly competition" between them to see who was the best hero. Ben ended up defeating him, causing Nemesis's jealousy to turn into a grudge, and he upgraded his armor to a dangerous level before attempting to get his revenge on him. He eventually lost all common sense and became a villain.

* AttentionWhore: Deconstructed; over the course of years, he became this due to not standing the fact people were forgetting him. This ends up leading to his FaceHeelTurn.
* BrokenPedestal: Ben used to idolize him before finding out how much of a jerk he had become, and is clearly disgusted to see what he is now ready to do.
* DisproportionateRetribution: He went evil, kidnapped Ben's LoveInterest, pulled out a SadisticChoice and got a fixation on killing him. Why ? Because Ben defeated him in a so-called "friendly contest".
* [[spoiler:EvenEvilHasLovedOnes: His feelings for Jennifer Nocturne were apparently sincere, or at least became so.]]
* {{Expy}}: He wears similarities with both Warp from Comicbook/TeenTitans and, to a minor extent, ComicBook/IronMan. His name and style, as a whole, are a rather obvious ShoutOut to Silver Age Superheroes.
* GreenEyedMonster: The major reason for him turning evil was because of his jealousy toward Ben. Ironically, Ben didn't mean to ruin his reputation and [[BrokenPedestal was actually a big fan of him before he turned evil]].
* FallenHero: he started out as a superhero, but ended up trying to cause fake kidnapping in order to get popular again, and eventually turned into a criminal due to his jealousy toward Ben. Both Ben and his Agent hinted he had been an actually great hero before.
* IgnoredEpiphany: When his agent tries to convince him against looking for revenge against Ben, he admits he does feel like he crossed the line when he freed the Robots from Dimension 12 just so he could save people from them, but thinks there is no way back.
* [[spoiler:KickTheDog: He was one of the few villains in the show to be explicitly shown to have killed human beings. At one point, he even killed an innocent driver just to steal his car.]]
* NotSoHarmlessVillain: His first episode portrays him as something like a Silver Age superhero parody turned evil, who is rather quickly disposed off. [[spoiler:Come his next appearance, he becomes the first villain to successfully commit homicide in the whole saga.]]
* [[spoiler:PetTheDog: Surrendered so his accomplice Jennifer Nocturne could get medical attention.]]
* PickOnSomeoneYourOwnSize: By the time of his second appearance, he has developed an obsession on taking his revenge on Ben.
* PoweredArmor
* ThatManIsDead: "Captain Nemesis is dead! Now, call me ''Overlord''!". [[SubvertedTrope Although, it doesn't take]], since afterwords they either call him by his real name or Captain Nemesis.
[[/folder]]

[[folder:Zombozo]]

!Zombozo
-> Voiced by John Kassir (Original Series), JohnDiMaggio (Ultimate Alien, Omniverse)

--->"''See, it's not about just killing your cousin... it's about making him ''suffer''''"

[[quoteright:304:http://static.tvtropes.org/pmwiki/pub/images/20120324223730Zombozo_2271.jpg]]
%%[[caption-width-right:304:]]

A mysterious MonsterClown who used to lead a CircusOfFear, making people laught so he could use a machine to feed on their happiness while his minions were stealing the city.

* ActorAllusion: JohnDiMaggio as an [[WesternAnimation/BatmanUnderTheRedHood evil clown.]]
* AxeCrazy: In ''Ultimate Alien'', [[spoiler:he tried to kill Ben's mother in a very sadistic way while Gwen was watching. And it's clearly implied he buried someone at the beginning of the same episode]]
* CharacterExaggeration: ''Ultimate Alien'' and ''Omniverse'' pretty much just take the clown aspect and run with it. The latter moreso than the former.
* CharacterizationMarchesOn: ''Three times''. In the first series, he amounts to a supernatural stalker who feeds on the joy of people to the point that they'll become little but a husk if it continues, while also sadistically frightening Ben. ''Ultimate Alien'' trades that in for a normal clown gimmick (such as seltzer and joybuzzers), as well as Zombozo being slightly more stoic, but no less clownish, and taking a more direct approach in murdering people or messing with their heads. ''Omniverse'' makes him much more "wacky" while seeming to tie him back to being supernatural, looking like a corpse (and perhaps even implying as such, considering that we see no left eye, his visible ribs, and ''flies'' circling around him after he's captured) and using stretchy arms. The only thing that has remained consistent between the appearances is that he's a MonsterClown.
* CompositeCharacter: ''Omniverse'' shows that he has kept the clown weaponry from his sole appearance in ''Ultimate Alien'', but his corpse-like appearance and {{Rubberman}} abilities (at least in his first appearance) indicates that he's more like the supernatural force that the first series showcased him as (Derrick has hinted that he is, in fact, supernatural).
* DarkIsEvil: Commonly dresses in predominantly black attire in ''Ben 10'' and ''Ultimate Alien''. He wears more purple in ''Omniverse'', but seems to have a shadow permanently cast over him.
* DenserAndWackier: His first series and ''Ultimate Alien'' show him to be a manipulative, horrific character despite his [[EvilHasABadSenseOfHumor dark sense of humor]] and [[CharacterizationMarchesOn changing arsenal]]. ''Omniverse'' exaggerates his clown aspects as far as it can.
* EmotionEater: In his first appearance. Happyness Eater, to be specific.
* EvilHasABadSenseOfHumor: Type 2.
* {{Expy}}: In the first series, some have noted him to be very similar to that of [[{{IT}} Pennywise the clown]]. He's much more like SelfDemonstrating/TheJoker in ''UltimateAlien''.
* HumanoidAbomination: In his first appearance, at least. See CharacterizationMarchesOn.
* TheLeader: Whenever he is in a VillainTeamUp, it will be either him or Psyphon who leads.
* MindRape: Inflicted this to Ben in his first appearance by taking advantage on Ben's [[WhyDidItHaveToBeSnakes fear of clowns]]. [[spoiler:Ben then payed him back using Ghostfreak.]]
* MonsterClown
* NinjaPirateZombieRobot: He is, as some plot descriptions on websites gave him: A Zombie Vampire Clown.
* OurVampiresAreDifferent: In his first appearance, he fed of people's happiness. The result when he got all of it wasn't pretty.
* {{Rubberman}}: His arms stretch in ''Omniverse''.
* SameCharacterButDifferent: In the first series, he has a very supernatural edge to him. ''Ultimate Alien'' made him out to be an incredibly Joker-esque character with none of the powers he demonstrated in the first series, though he still has the same overall personality. The supernatural traits seem to have returned for ''Omniverse'', in that he can stretch and his body looks like it's decomposing, but now [[CharacterizationMarchesOn his personality is totally different.]]
* SlasherSmile
* VillainTeamUp: With Vulkanus and Charmcaster in ''Ultimate Alien''. With Psyphon and the alien criminals in ''Omniverse.''
* WhipItGood: Uses one in ''Omniverse''.
* YourMom: In Special Delivery, in the auction, he can be heard telling someone about the time he made a joke about Vilgax's mom.
--->'''Zombozo''': Then I told Vilgax, "Know what's really scary? Your mom!"

[[/folder]]

[[folder:Rojo]]
!Rojo
-> Voiced by Creator/JenniferHale (Original Series), Creator/KariWahlgren (''Ultimate Alien'')

[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Rojo01_7090.png]]
%%[[caption-width-right:288:]]
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ben_10_xx_-_joey_as_Rojo_2419.jpg]]
%%[[caption-width-right:320:]]
The leader of a female biker gang who committed thefts. During a confrontation with Ben and one of Vilgax's drones, she investigated the drone's remains, causing them to fuse with her and turn into a cyborg. Though she initially attempted to use her newfound powers for crime, it quickly turned out she had no power over them. Vilgax then contacted her and forced her to chase Ben for him.

* AmazonBrigade: Leads one in both her debut and her ''Ultimate Alien'' cameo.
* BadassBiker
* BlessedWithSuck: Sort of; he cyborg form was unable to rob jewels, since she would destroy them accidentally by trying to seize them.
* BroughtDownToNormal: By Upgrade at the end of her first appearance.
* CombatPragmatism: She was more than willing to take advantage on Ben's reluctance to hit girls as Fourarms.
* {{Cyborg}}: Was turned into one by Vilgax in her first appearance.
* DarkActionGirl
* EvilIsPetty: Aside from the fact she tried to kill Ben and co at their first encounter for no other reason than being annoyed by them looking at her, the best she could think about after gaining cyborg powers was to rob jewelry.
* FromNobodyToNightmare: Started out as a random petty thief. Fuse her to one of Vilgax's MechaMooks, and you get a dangerous powerful cyborg.
* {{Jerkass}}
* KickTheDog: First introduced with her group robbing a station. She then decides to shoot at Ben, Max and Gwen because they ''annoy'' her.
* TheLadette
* PoweredArmor: She relies on this to make up for loosing her upgrades in her later appearances.
* RedEyesTakeWarning: As a cyborg.
* TheRival: To Charmcaster in the Negative 10.
* [[UngratefulBastard Ungrateful Bitch]]: When Ben freed her from Vilgax's control through Upgrade, her first reaction was to attempt to backstab him.

[[/folder]]

[[folder:Clancy]]
!Clancy
[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/Clancy3_2791.png]]
%%[[caption-width-right:288:]]

-> Voiced by Nicholas Guest

A mysterious, blue-skinned man with the ability to control arthropods. When first introduced, Clancy kidnapped a councilwoman who was attempting to destroy the house where he was living, intending to feed her to his bug friends. Ben saved her, but destroyed the building in the process, killing many of the bugs. Infuriated, Clancy replied by attempting to destroy the whole city.

* AmazingTechnicolorPopulation: He is ''blue''.
* AntiVillain: Type II in his first appearance; while he was relying on murderous methods, all he wanted was to protect his home.
* BeardOfEvil
* TheBeastmaster: He has an empathetic link with arthropods and can use them for fighting purposes.
* InTheHood
* OneWingedAngel: When joining the Negative 10, he was turned into a bug monster, possibly through Dr Animo's experiments.
* RoaringRampageOfRevenge: He initially was only trying to kill a councilwoman to prevent her from destroying his home. Bad, sure, but not that big of a threat. After Ben destroyed his home, killing many of his insect friends in the process, however, he attempts to nuke the ''whole city'' as a payback.
* VillainousBreakdown: After Ben destroyed his house and killed many of his bugs.

[[/folder]]

[[folder:Ssserpent]]

!Ssserpent

[[quoteright:239:http://static.tvtropes.org/pmwiki/pub/images/ben_10_serpent_192.jpg]]
%%[[caption-width-right:239:]]

-> Voiced by Creator/DeeBradleyBaker

--->''"I am [[SnakeTalk SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSerpent]], the sssnake that walks like a man"''

* {{Expy}}: He bears similarities with King Cobra from the MarvelUniverse.
* NotSoHarmlessVillain: In his first two appearance, he was handled by Ben so easily it was almost ridiculous. Then, when he appeared for the third time, he proved to be DangerouslyGenreSavvy enough to set a trap instead of fighting Ben head on, and almost succeeded in killing him. Later in the same episode, he manages to escape the police by shedding and leaving his skin behind to distract them.
* SmugSnake: As fitting for his snake-like appearance.
* SnakePeople
* SnakeTalk
* TheWorfEffect: He is infamous for this; in his very first appearance, he was able to handle Gwen and Kevin of his own... then Ben arrived and [[CurbStompBattle defeated him in a few seconds]].
[[/folder]]

[[folder:Trumbipulor]]
!Trumbipulor
[[quoteright:236:http://static.tvtropes.org/pmwiki/pub/images/Trombipulor_Omniverse_4842.png]]
%%[[caption-width-right:236:]]

-> Voiced by Creator/DeeBradleyBaker (Ultimate Alien), Creator/EricBauza (Omniverse)

--->"You think you can stop me? I am Trumbipulor! The Galaxy's biggest EvilGenius! In Height ''and'' Weight"

An elephant-looking alien criminal who claims to be the biggest EvilGenius in the galaxy.

* AscendedExtra: He only cameos in his initial ''Ultimate Alien'' appearances. His first ''Omniverse'' appearance gives him a whole episode.
* EvilSoundsDeep
* GeniusBruiser: Claims to be one, but there is no real evidence to prove he is ''that'' much of a genius. He does however possess some degree of scientist knowledge, seeing how he was able to built an army of robotic mice.
* TheJuggernaut: In ''Omniverse'', he proves to be somehow stronger than Humongousaur, despite the fact that Ben, Gwen and Kevin could apparently defeat him easily in ''Ultimate Alien''.
* NotSoHarmlessVillain: In ''Omniverse'' he manages to hold his own against Humongosaur and Way Big, and nearly had Ben and Rook on the ropes. Had Bluikc and Driba not reprogrammed his rats, he would have killed them.
** DiminishingVillainThreat: When he does come back in ''Special Delivery'' however, Ben uses Humongousaur against him and easily [[CurbStompBattle Curb Stomps]] him. To add insult to injury, he does so with a move that had previously no effect on him.
* PowerUpFood: Peanuts are regarded by his people as a "sacred substance" and "ultimate power". They cause him to [[MakeMyMonsterGrow grow to gigantic size]] and get stronger than Way Big.
* SuddenlyVoiced: In his first appearance, he spoke in elephant noises, which Ben understood through his universal translator. In his second appearance in ''Ultimate Alien'', and ''Omniverse'', he speaks English.
* WarElephants
* WhyDidItHaveToBeSnakes: He is ''terrified'' by mice or anything resembling them. He even based his robotic minions' design on them, believing this was would be terrifying to others. Needless to say, [[NightmareRetardant Ben and Rook are less than impressed]].

[[/folder]]


[[folder:Incurseans]]
! The Incurseans

-> Milleous voiced by KevinMichaelRichardson
-> Attea voiced by TaraStrong

[[quoteright:288:http://static.tvtropes.org/pmwiki/pub/images/AF_Milleous_and_Incursion_001_994.png]]
[[caption-width-right:288:Emperor Milleous and two of his guards]]

[[quoteright:330:http://static.tvtropes.org/pmwiki/pub/images/Omniverse_Attea_6755.png]]
[[caption-width-right:330:Princess Attea]]
A species of Frog-like aliens who possess a large criminal empire around the galaxy. Incurseans are treacherous, aggressive, war-loving and apparently lack any ethic. As a result, they don't recognize or accept the authority of the Plumbers.

* {{Abusive Parent|s}}: Strongly suggested; Milleus does mention he put his wife in a stasis pod, and threatened to actually eliminate Attea.
* {{Acrofatic}}: Milleous is fat, but he still has frog-like agility and jumping ability.
* AffablyEvil: When attacking Ben, Kevin and Gwen while they are transporting the Tiffin, Commander Sangfroid contacts them a politely explains them why his troops are attacking them, tells them they are about to kill them, and ends it with a "Nothing personnal".
* AliensAreBastards: Let's just say that you might wonder what's wrong with this species' sense of ethic. To give you an idea, Emperor Milleous was ready to blow up Earth because his daughter Attea was missing. [[spoiler:Then Attea comes back and overthrows him, but still wants to blow up Earth ForTheEvulz. And when Milleous comes back to power, he ''congratulates'' her for overthrowing him.]]
* AdiposeRex: Emperor Milleous.
* AlphaBitch: Princess Attea.
* ArchEnemy: Princess Attea considers Ben a more personal adversary, because she had to to spend seventh grade in stasis jail after he thwarted her previous attempt to overthrow her father.
* ArsonMurderAndAdmiration: Emperor Milleous tends to react to his daughter's power grabs this way, at least when she proves competent enough to actually pull them off.
* AscendedExtra: They were relatively minor villains in ''Alien Force'' and ''Ultimate Alien'', only appearing in 2 episodes in both shows. They return as the main villains of ''Omniverse'''s third arc.
** Attea and Milleous even more so, considering they only appeared in ''one'' episode of the whole ''Alien Force''/''Ultimate Alien'' era. The arc upgrade them to BigBad rank, with Attea as the DragonInChief.
* BadassPrincess: Attea, in ''Alien Force'', tried an unsuccessful coup, and evaded Seven-Seven before bribing him. In ''Omniverse'', she's a general, and stages a (seemingly successful) military campaign on Gourmand, capturing the queen. She's able to defeat Spidermonkey in unarmed combat, and hold her own against Kicken-Hawk.
* BadBoss: Attea is awfully abusive toward both Raff and Dr Psychobos. Milleous's EstablishingCharacterMoment has him killing a mook, Frolic, for failing to protect Attea.
* TheBadGuysWin: They successfully conquer Earth (with direct military might) halfway through "The Frogs of War" with some good use of GambitSpeedChess, and hold it for a month. Ben almost loses it when he realizes that he has been completely defeated by villians he saw as CListFodder. [[spoiler:Of course they lose possession of Earth in Part 2 due to internal politics, but that's another story.]]
* BastardUnderstudy: Princess Attea to her father, Emperor Milleous. She is very patient and unlike the classic [[TheStarscream Starscream]] she can wait for a chance at power and is willing to follow her father's plans if they are beneficial to her long term goals instead of just trying to grab power the first second opportunity presents itself, and instead creates a situation where her becoming empress is an offer no one will refuse.
* BigBad[=/=]DragonInChief: [[http://www.formspring.me/DerrickJWyatt/q/430466993477415753 Attea is the main villain]] of ''Omniverse'''s third arc. Her father, despite being emperor, does not seem to carry any real threat.
* BloodKnight: According to Sangfroid in "Con of Rath", they ''love'' war, to the point they attacked Ben's team just because they were carrying a peace offering. This doesn't fare well with the Plumbers, whom they will openly attack if they try to stop them.
* BrainsAndBrawn: Emperor Milleous and Princess Attea have this dynamic. Attea is the Brawn due to her whole motivation being RapePillageAndBurn, forgetting from time to time that the Incurseans are {{Galactic Conqueror}}s ''not'' {{Omnicidal Maniac}}s. While Emperor Milleous is the Brains because he actually seems to have plans. Best shown in "Vilgax Must Croak" when Milleous has to explain to Attea the psychological, political, and strategic reasons for assassinating Vilgax while she's upset that she can't help destroy Vilgaxia.
* TheCaligula: Emperor Milleous is not all there and quite brutal. However, considering the whole species seems not much better...
* TheChessmaster: Both Emperor Milleous and Princess Attea show themselves to be excellent players during "The Frogs of War." [[spoiler: With Attea being the better player by relying on Ben being a SpannerInTheWorks.]]
* ChronicBackstabbingDisorder: This is considered a standard procedure in their political system.
** Lampshaded by Milleous when Argit confronts him for trying to double-cross him in their bargain of the Anihilarg:
--->'''Milleous''': "I conquer worlds for a living; what did you expect?"
** Also, Sangfroid, after seeing Rath beating up all his henchmen, [[ISurrenderSuckers chose to fake surrendering before going back to shooting at them once Rath is back on the heroes' ship]].
* CuteMonsterGirl: [[http://images2.wikia.nocookie.net/__cb20100622132248/ben10/images/c/cc/Attea2.png Princess Attea,]] the only known female Incursean so far, is significantly cuter and less ugly than her father and his minions.
* DaddysLittleVillain: Attea, especially in ''Omniverse''.
* DangerouslyGenreSavvy: When Ben tries to pull an IHaveYourWife ploy with her father, Attea tells him to do it. When her father silently objects, she quickly adds that a hero like Ben would never have the guts to kill in cold blood.
** This is also a XanatosGambit. Either Attea would be right and get back into her father's good graces, or Ben would have gone through with it and Attea would have gotten the Incursean Empire without having to lift a finger.
* [[spoiler:DatingCatwoman: Attea's vested interest in Ben slowly heads in this direction over time, coming to a head when she explicitly falls for Bullfrag. Ben himself notes that the feeling is reciprocated when he's in that state (because he's, well, an Incursean), although this dynamic lingers even when Ben's human, as Attea's [[TakeThatKiss Take That Lick]] can attest.]]
* DiminishingVillainThreat: While never a major antagonist, they were quite a serious threat in their first appearance, where Emperor Milleous almost blew up Earth. Their following appearance in ''Ultimate'' have them usually treated as either background characters or minor villains. This is reversed come ''Omniverse'', though.
* [[spoiler:DragonAscendant: Played with by ''Empress'' Attea. She finally manages to one-up her dad at the end of ''The Frogs of War,'' but unlike most newly ascended dragons, who come after the heroes with a vengeance, her first act as ruler of the Incurseans is to extend a cease-fire (along with reparations for damaged caused by the invasion) in exchange for [[KarmaHoudini getting away scot-free.]]]]
* TheDreaded: The mere new of their arrival caused [[spoiler:the whole alien population of Undertown to leave Earth in panic.]]
* TheEmperor: Milleous.
* TheEmpire: They are called the Incursean ''Empire'', [[spoiler:but without a homeworld]].
* EvilOverlord: Milleous for TheEmpire as a whole and Attea for whatever planet is unlucky enough to be conquered by her personally.
* EvilVersusEvil: They attempt to assassinate Vilgax so that they can conquer his planet.
* EvenEvilHasLovedOnes: Played with. Milleous has been shown to care about Attea, threatening to destroy Earth if she was not returned to him, and sparing the planet when she is returned. He's also proud of her when she overthrows him. But at the same time, he's also placed her in stasis as punishment, and even threatens to ''kill'' her if she fails him again. Attea, on the other hand, [[TheSociopath just-plain doesn't care for her father.]]
* FatBastard: Commander Sangfroid and Emperor Milleous.
* {{Flanderization}}: In ''Alien Force'' and ''Ultimate Alien'', they had frog-like appearance, but were otherwise acting like any alien species. ''Omniverse'' accentuated their frog-like aspects, giving them prehensile tongues and more frog-like quirks.
* [[spoiler:FreudianExcuse: According to Azmuth, they became the space pirates they are now after a warrior from their planet (not an Incursean) tried to use the [[InfinityPlusOneSword Ascalon Sword]] to end their constant civil war and unify their people, causing the destruction of their home planet in the process.]]
* GalacticConqueror: Pretty much what they try to do every day of the week.
* GambitSpeedChess: Emperor Milleous and Princess Attea can both play mean games as shown in "The Frogs of War" with their main EvilPlan and separate evil plans going wrong and them modifying them to suit the escalating situation ending with them ''conquering Earth'' at the end of part one. [[spoiler:But they stop complimenting each other moves during part 2 and start playing against each other leading to Attea's victory because she wanted far less than her father.]]
** Looking back, all of the Incursean arc in ''Omniverse'' was one big GambitSpeedChess match between father and daughter.
* TheHeavy: Princess Attea during Season 3 of ''Omniverse''.
* ISurrenderSuckers: Commander Sangfroid used this strategy against Rath.
* JustYouAndMeAndMyGuards: When defied by Ben in a duel, Milleous just summoned his soldiers for help. Not that it was of much use, considering [[OneManArmy what Ben is]].
* MeaningfulName: Their name is derived from ''incursion'', the Spanish word for invasion.
* MissingMom: Attea's unnamed mother is only mentioned in passing by Milleous as a way to threaten compliance out of her. She's said to be imprisoned in stasis.
* NotSoHarmlessVillain: As mentioned above, they rarely were the focus of any episode after their introduction, being instead used as background villains that would occasionally show up. In the third story arc of ''Omniverse'', however, they suddenly start a large scale invasion of the galaxy, and turn out to be a much bigger treat than they were previously.
* OffingTheOffspring: In ''The Frogs of War'', Milleous threatens to do this to Attea if she messes up again.
* OhCrap: Milleous when [[spoiler:Way Big's cosmic ray [[BeamOWar overpower's his flagship's]] WaveMotionGun.]]
* OverlordJr: Princess Attea is conisdered this.
* ThePerfectionist: Attea tends to be this
* PsychoticManchild: Frankly, even after taking a level in Badass, Attea is nothing but a RoyalBrat who throws a tantrum at the first occasion and has too much allowed to her.
* RapePillageAndBurn: This is basically Attea's motivation. Best shown when she's upset that she has to assassinate Vilgax and not help kill everyone on a planet that they are trying to ''conquer''.
* RapidAging: Apparently, Inkurseans age faster than humans; Attea grew up from child to teenager in only two years.
* ResistanceIsFutile: Delivered and twisted by Milleous in "The Frogs of War":
--->'''Milleus''': "Resistance is futile; but encouraged, for it amuses me."
** Ironically, he later complains about inhabitants reacting:
--->"What part of 'Resistance is useless' did you not get?"
* RewardedAsATraitorDeserves: Attea puts this on [[spoiler:Argit]] (though she doesn't kill him).
--->[[spoiler:'''Argit''']]: "Attea, don't shoot! We had a deal!"
--->'''Attea''': (''shoots him'') "''You'' had a deal. I had a whim."
* SheIsAllGrownUp: Attea goes from [[http://images2.wikia.nocookie.net/__cb20100622132248/ben10/images/c/cc/Attea2.png this]] in ''Alien Force'' to [[http://images2.wikia.nocookie.net/__cb20130222204956/ben10/images/2/2a/Attea2.0.png this]] in ''Omniverse''. According to WordOfGod, [[http://www.formspring.me/DerrickJWyatt/q/429450582177106105 this is because Incurseans grow faster than humans.]]
* TheSociopath: Both Attea and her father.
* SociopathicSoldier: Attea is a Type II. She'd be a mere PsychoForHire if she wasn't a princess.
* SoProudOfYou: Emperor Milleous congratulates Attea [[spoiler: after successfully [[OutGambitted Out Gambitting everyone]], himself included.]]
* SpoiledBrat[=/=]RoyalBrat: Princess Attea. It's toned down in ''Omniverse'', though still notable.
* TheStarscream: Attea, to her father. [[spoiler:She succeeds in ''Omniverse''.]]
* [[spoiler:TakeThatKiss: When Ben declines Attea's request to come with him and the retreating Incursean army, she smugly licks him from behind, all the while making an exaggerated "Mwah!" Attea then winks at him as she departs. Ben's immediate reaction is that of annoyance but he seems to warm up to it after and shrugs off her advances with a smile.]]
* TheOnlyOneAllowedToDefeatYou: The more Ben derails her plans throughout ''Omniverse'', the more personally Attea takes their antagonism, to the point that she denies her troops a chance to shoot down Ben in the first part of "The Frogs of War" so that she can deal with him. [[spoiler:Feelings for Ben or not, part of this does play into Attea's plans to use Ben's SpannerInTheWorks status to her advantage and overthrow her father.]]
* TookALevelInBadass: Attea in ''Omniverse'', being less of a brat, and more serious in her mission. She took down Spider-Monkey, and led a military campaign on Gourmand, nearly winning. Milleous as well, who's able to put up a decent one on one fight with Ben.
* TryToFitThatOnABusinessCard: Attea's full title is "General Attea, Princess, Scion, and Teen Supreme of the deathless Incursean Empire, Highest Commander of the celebrated Calaveras Legion. Milleous's title is "Lord Emperor Milleous, light of the Incursean Empire, destroyer of galaxies, keeper of the conquest ray, all beings tremble--", at which or before this point the speaker is always cut off, implying that his full title is even longer.
* VocalEvolution: Creator/KevinMichaelRichardson voiced Milleous in both ''Alien Force'' and ''Omniverse''. But his ''Omniverse'' performance uses a much deeper voice.
* VillainousBreakdown: Milleous in ''Omniverse'' when Ben returns, to the point he demands his severely damaged flagship to enter the fray despite the warnings of his officers.
* [[spoiler:VillainousCrush[=/=]VillainessesWantHeroes: Ben's Bullfrag transformation causes Attea [[LovesMyAlterEgo to develop one on him]]. She even gives him a WeCanRuleTogether offer after forging a truce with Earth and ending the Incursean invasion, provided he comes with her ''as'' Bullfrag.]]
* VillainTeamUp: She breaks Dr. Psychobos out of jail in "While You Were Away" and recruits him to work for her.
* WarIsGlorious: It's a main part of their Hat. To the Plumbers, this doesn't fly.
* WeaksauceWeakness: Methane cause them to uncontrollably suffocate. Since Swampfire constantly produce methane, he can as such defeat them by his mere odor.
* YouHaveFailedMe: Milleous was getting impatient with his daughter's failures, and Attea well knew what she would expect. [[spoiler:Princess Attea's agenda in "The Frogs Of War" revolved around avoiding this from her father. She basically tricked Ben and his team into capturing her father, so that she could take the throne just to save her own hide... and inherit a galactic empire.]]

[[/folder]]

[[folder:Raff]]
!Raff
%%[[quoteright:291:http://static.tvtropes.org/pmwiki/pub/images/Raff_7264.png]]

-> Voiced by Creator/JamesArnoldTaylor (Alien Force), Eric Bauza (Omniverse)

Raff is a commander of the Incursean Armada. He is a right hand man of Emperor Milleous and Princess Attea.

* BeleagueredAssistant: His masters have a tendency to execute those who fail. He worries about securing a sector because Attea will yell at him again.
* MyBrainIsBig: It's a thing with his species.
* RecurringExtra
* SycophanticServant: To Milleous and Attea.

[[/folder]]

[[folder:Malware]]
!Malware
[[quoteright:194:http://static.tvtropes.org/pmwiki/pub/images/Red_ga10_9024.jpg]]
[[caption-width-right:233:[[labelnote:Click here to see his present form]]http://static.tvtropes.org/pmwiki/pub/images/Malware_Upgrade_8911.PNG[[/labelnote]]]]

-> Voiced by Creator/CoreyBurton

--->"[[ObliviouslyEvil Evil? No]]... [[VisionaryVillain VISIONARY]]! [[DrunkWithPower I feel power building inside me]]! I see a world that only ''I'' can create! It was Azmuth who thought me flawed! He gave me the name [[MeaningfulName Malware]]... But I am not the flawed one. [[FantasticRacism It's all the rest that are inferior]]! [[SuperEmpowering They bend and stretch... mimic and manipulate what others have created]]... I do not upgrade others' creations; [[PowerCopying THEY UPGRADE ME]]! And I will upgrade myself with Azmuth's greatest creation!"


Malware is a psychotic Galvanic Mechomorph [[spoiler:who serves as the main antagonist in the first 2 arcs of ''WesternAnimation/Ben10Omniverse'']]. He was an incomplete Galvanic Mechamorph created accidentally by Azmuth during the development of Galvan B by shutting down the Helix (the device that created the original Galvanic Mechamorphs) right while he was being produced. As a result, Malware was born corrupted, with the ability to absorb technology and gain its ability instead of upgrading it, but was forced to feed on other Galvanic Mechamorphs to survive. Azmuth spent years developing a new Helix in order to cure him, but Malware eventually lost patience and stole it from him, using it to upgrade himself into a form that apparently eliminated his need for energy while retaining his old abilities. After that, he vowed to absorb the Omnitrix in order to gain its abilities. [[spoiler:After destroying Ben's Feedback form, he was seemingly killed when Ben overloaded him with the Omnitrix. [[NotQuiteDead Somehow he survived and returned to menace Ben years later.]]]]

* ActorAllusion: Corey Burton once again plays a malevolent, computer themed villain, not unlike {{Brainiac}} in the {{DCAU}} or [[Film/{{TRON}} the MCP and Sark]] in VideoGame/KingdomHeartsII.
** And also a one-eyed cybernetic monster with an overpowered gun for an arm, like [[{{Transformers}} Shockwave]]
* AntiVillain: Started out as a very twisted [[SlidingScaleOfAntiVillains Type II]]; once he got upgraded, however, he became a straight villain.
* ArchEnemy: Is a more personal enemy to Ben due to him [[spoiler:destroying Feedback.]]
* ArmCannon: [[spoiler:His right hand became one after he absorbed the Tachyon Cannon.]]
* [[spoiler:TheAssimilator: His ultimate goal is to assimilate Galvan Prime and become a [[GeniusLoci living planet]].]]
* AxCrazy: When told that the Tachyon cannon he absorbed could kill humans within a hundred miles, Malware states that he considers that "a bonus".
* {{Badass}}: If ''Ben Tennyson'' fears you, you must be this.
** BadassBaritone
** BadassBookworm
* BadBoss: At times, he has shown to be impatient with Dr. Psychobos and Khyber, even to the point of threatening them.
* [[BadPowersBadPeople Bad Powers, Bad Aliens]]: He has the power to upgrade himself with any technology he absorbs.
* [[spoiler:BeCarefulWhatYouWishFor: He wanted the Omnitrix. Ben gave it to him... [[TooSpicyForYogSothoth and its energy overloaded him, almost killing him]].]]
* BerserkButton: ''Don't'' imply he couldn't possibly defeat Ben, and ''don't'' call him defective.
** [[spoiler:Destroying Ben's favorite form Feedback simply for spite]] on top of the other atrocities he's committed has made him one for Ben.
* [[spoiler: BigBad: ''Of Predators and Prey'' reveals that he is the true Big Bad, [[TheManBehindTheMan having recruited Khyber]] to collect the DNA required to complete the Nemetrix. Eventually, he was the one whom Ben needed to stop]]
** [[spoiler: BigBadEnsemble: With Khyber and Dr. Psychobos.]]
** [[spoiler: BiggerBad]]
* BigNO: [[spoiler: When Blukic and Driba stop him from corrupting Galvan Prime's core]]
* BoomerangBigot
* CallingTheOldManOut: His rant to Azmuth in ''Showdown.''
* [[spoiler: TheChessmaster: Has been behind the plot of using Khyber to to collect the DNA require to complete the Nemetrix]]
* ClassicVillain: Representing Pride, Ambition and Wrath.
* CombatPragmatist: Sometimes pretends to be unconcious to surprise opponents.
* CompositeCharacter: He can be considered a hybrid of Aggregor and [[Ben10GeneratorRexHeroesUnited Alpha]].
* TheCorruption
* CreepyMonotone
* DangerouslyGenreSavvy: Plans for everything, [[KnowWhenToFoldEm knows when to retreat]], and if he makes a mistake, he learns from it.
** In ''Malefactor'', he takes advantage of Ben's ChronicHeroSyndrome and throws a gasoline truck at a busload of children to make a quick getaway.
** [[spoiler: In ''Showdown'' he takes advantage of Ben's overuse of Feedback and destroys it by ripping it out of the Omnitrix.]]
* [[spoiler:DeathByIrony: Ends up defeated by a combination of the other Galvanic Mechamorphs (who he despised to the point of trying to anihilate them) and Ben as Feedback (the ''very'' form he had destroyed to scar Ben).]]
* TheDreaded: He has become this in the present. Ben becomes DeadSerious the moment he's mentioned and Azmuth drops his InsufferableGenius persona the moment that he thinks that Malware ''might'' be on Galvan Prime. You have to be seriously bad news to make those two take something seriously.
* DrunkOnTheDarkSide: After his upgrade.
* EvilGloating: Very, very frequent. It's also the reason he loses his first on-screen fight in the series, as he gloated long enough to allow Ben to transform into Feedback. Though in ''Malefactor'' he seems to be breaking out of this.
* EvilSoundsDeep
* {{Expy}}: Let's see, a [[EvilisHammy Hammy]], [[{{Technopath}} technopathic]] villain that desires world domination. Why [[WesternAnimation/DannyPhantom Technus]] old boy, is that you?
** He's also similar to [[TransformersAnimated Megatron]] in voice and personality. In fact, each of his forms seem to channel a different Megatron. After his first upgrade he was G1 Megatron, after mutating into his dinosaur form he was ''Animated'' Megatron (ironically), and when he goes OneWingedAngel in ''Showdown'' he has gone completely WesternAnimation/BeastWars with all the ham he generates.
** And let's not forget [[Ben10GeneratorRexHeroesUnited Alpha]], who also was a nanotechnologic-based villain with father issues and a tendencies to gradually change appearance.
* EyeBeams: Like all Mechamorphs.
* FatalFlaw: His tendency to talk on and on has gotten him in trouble. He seems to have gotten better about this.
* FisherKing: [[spoiler: Almost become this for Galvin Prime.]]
* ForTheEvulz: [[spoiler: His main reason for destroying Ben's Feedback form.]]
* FromASingleCell: He can regenerate from any injury. [[spoiler: Which is why he needed to be TakenForGranite to be stopped for good.]]
* FromNobodyToNightmare: From a corrupt Galvanic Mechamorph to [[spoiler:threatening all of Galvan Prime]]. As well as becoming a major enemy of Ben, and [[spoiler:one of the few to durably scar him]].
* GeniusBruiser: Incredibly intelligent, [[TheChessmaster a competent schemer]], and perfectly capable of holding his own in a fight.
* GoneHorriblyWrong: The Galvanic Mechamorphs, on the whole, were an unexpected but positive benefit of a life-giving experiment on their moon. Malware is the same, but corrupted, absorbing and destroying technology instead of improving it. Then there was the attempt to destroy him, which just made him more dangerous.
* GoodColorsEvilColors
* HairTriggerTemper: Needless to say, it doesn't take much to set him off. Azmuth even describes him as volatile.
* [[spoiler:HeroKiller: Literally; he ripped Feedback out of Ben and destroyed the form, leaving Ben unable to use him again.]]
* HypocriticalHumor: Tells Albedo to shut up, due to finding his ego annoying. Malware himself, once being upgraded, never once stops talking about himself and how he is the perfect being.
* ImplacableMan
* InferioritySuperiorityComplex: Despite all of his talk about being the perfect being, he feels that he's Azmuth's failure, even though Azmuth denies it.
* ItsAllAboutMe: Best shown by his reaction to Ben telling him that Azmuth was trying to save the mechamorphs he drained.
** His rant to Azmuth in ''Showdown'' can be summed up as "My life sucks and it's all your fault and you never gave a damn about me."
* ItsPersonal: We don't know what, but Present!Ben is noticeably enraged when they meet up again and their words imply something of this nature happened last time they met. It's later revealed that [[spoiler:Malware destroyed Ben's Feedback form, and Ben subsequently overloaded and nearly destroyed him with the Omnitrix.]] Though considering everything ''else'' Malware had done, this seems to have just been the straw that broke the camel's back.
* TheJuggernaut
* KickTheDog: [[spoiler:Destroyed Ben's Feedback transformation solely for the sake of hurting Ben by obliterating his favorite alien.]]
* KnightOfCerebus: While his origin episode did have an amount of humor to it, later episodes involving him are played much more seriously.
* KnowWhenToFoldEm: He seems to have developed a habit of this after his first fight with Ben, as he is implied to have retreated [[spoiler:in ''Predators and Prey'']], and when [[spoiler:Ben meets him again in the present day in ''Malefactor'']], he simply decides to distract Ben, and leave from there.
* LackOfEmpathy: Doesn't care about anything but himself.
* LargeHam: As his quote indicates, he can be quite bombastic at times.
* LaserBlade: [[spoiler: When he absorbs the Proto-Tool.]]
* LeanAndMean: Was this before his upgrade.
* {{Leitmotif}}: Has one that plays whenever he shows up.
* LightningBruiser: In both past and present forms.
** MightyGlacier: [[spoiler: In his OneWingedAngel form.]]
* [[spoiler:MakeMyMonsterGrow: Grows to be as big as Way Big during ''Showdown.'' And after absorbing all his feelers, he grows to a form ''larger'' than Way Big.]]
* [[spoiler: ManBehindTheMan: he was the one who provided Dr. Psychobos with the Omnitrix's blueprint so he could create the Nemetrix as part of an agreement between them.]]
* MeaningfulName: Justified; according to him, Azmuth named him that way due to his condition.
* NamesToRunAwayFromReallyFast
* NighInvulnerable: Fire blasts barely faze him, Laser blasts go right through him, being ''blown to pieces'' doesn't bother him. [[spoiler:Even being overloaded and ''exploding'' didn't kill him, but apparently put him out of commission for some time.]]
* NightmareFuel: In-Universe for Ben and Azmuth
* NotQuiteDead: [[spoiler:Ben overloaded him with the Omnitrix, causing him to explode. Even Azmuth believed him dead until he returned in the present.]]
* NotSoHarmlessVillain: His first two appearances apparently established as what appears to be a one-off villain with comedic flaws; his following appearances work to build up his establishment as one of the most dangerous villains, as well as [[spoiler:the real BigBad of season 1.]]
* ObliviouslyEvil: sees himself as visionary rather than evil.
* ObviouslyEvil: Let's see: [[RedAndBlackAndEvilAllOver Red and black skin?]] Check. [[EvilIsHammy Tendencies to deliver long bombastic tirades about himself?]] Check. [[spoiler: [[KickTheDog Traumathized the protagonist when he was a kid for the sole sake of screwing with him?]]]] Check. [[AxCrazy Dangerously psychopathic?]] Check. At ''no point'' could this guy pass for a good guy.
* [[spoiler:OneWingedAngel: Gradually does this over the course of ''Showdown part 2'', growing from Way Big-sized to a form even more monstrous and taller than Way Big.]]
* PowerCopying: Instead of upgrading technology like other Galvanic Mechamorphs, he absorbs it (destroying it in the process) and take their abilities to upgrade himself.
* PowerNullifier: The second villain to be able to do this to Ben, though he seems to do it much, ''much'' more forcefully and painfully than Vilgax did. [[spoiler: It is later revealed that he did this to create a blueprint of the Omnitrix.]]
** [[spoiler:And if his ability to ''pull out and destroy Feedback'' is to be believed, he can do so much more than just that.]]
* PredecessorVillain: In juxtaposing past and present events he appeared to be the BigBad to 11-year old Ben, suggesting that he was a predecessor to Khyber for 16-year old Ben.
** [[spoiler:Of Predators and Prey: Part 1 reveals that he is the reason Khyber is after 16-year old Ben, and that he is still the BigBad all along]].
* PsychopathicManchild: Deep down, Malware is basically a big child throwing a tantrum, with major father-son issues toward Azmuth.
* RedAndBlackAndEvilAllOver: [[http://images3.wikia.nocookie.net/__cb20121113024052/ben10/es/images/9/95/Malware_old_Render.png he started out as black and yellow]], but became this after his upgrade.
* RedemptionRejection: [[spoiler: Azmuth makes one last attempt to reason with Malware by promising to cure him. Malware doesn't buy it.]]
* [[spoiler:RedOniBlueOni: The Red to Psychobos' Blue.]]
* ShockAndAwe: He can fire electric blasts.
* ShoutOut: His final form is basically [[Film/MegaMonsterBattleUltraGalaxyLegends Ultraman Belial]].
* TheSociopath: Doesn't care about anyone or anything but himself and is willing to throw a gasoline truck at a busload of innocent civilians just to escape from Ben. Ben even describes him to Rook as a complete psychopath.
* SpikesOfVillainy: In his present form.
* [[spoiler:TakenForGranite: His final fate.]]
* [[spoiler:ThisCannotBe]]: [[spoiler:When he sees the revived Mechamorphs raining down on him, returning him to normal size. Also when Ben is able to turn into Feedback, a form he destroyed 5 years ago.]]
* VileVillainSaccharineShow: ''Ben 10 Omniverse'' is much more more LighterAndSofter than ''Alien Force'' and ''Ultimate Alien'', which makes it ''very'' jarring to encounter a villain as murderous and psychopathic as Malware. He murdered people of his own species, [[spoiler: Used Phil as an unwilling test subject for the Nemetrix, destroyed Ben's Feedback form out of sheer spite, emotionally scarring him in the process, and ''[[WhereIWasBornAndRazed destroyed his own homeworld]].'']] The only villain who could probably match Malware for sheer evil is Aggregor, and he only appeared for half of the season.
* VillainousBreakdown: [[spoiler: Twice. The first one happens when Blukic and Driba manage to stop him from corrupting Galvan Prime's core. He snaps and goes OneWingedAngel, then tries to absorb Ben in retaliation. The next one happens when the revived Mechamorphs rain down on him, returning him to normal size. His plans ruined, he makes one final attempt to kill Ben. It works as well as you'd expect.]]
* [[spoiler:VillainousDemotivator: To Khyber at the end of ''Predators and Prey'']].
* TheVirus: Considering his powers, it wouldn't be a stretch to call him one. Fittingly, the word Virus is used as his name in the french dub.
* VisionaryVillain: Describes himself as one.
* VocalEvolution: Though more due to the software used for Malware's voice. He has a much more "digitized" voice in the first episode, but later appearances use a much less digital sound to it, making the character sound almost like [[WesternAnimation/TransformersAnimated Megatron]].
* WalkingSpoiler
* WellDoneSonGuy: If his rant to Azmuth in ''Showdown'' is any indication, he always resented Azmuth for never recognizing him as his perfect creation.
-->'''Malware''': No! Nothing I do could ever impress you couldn't it "Father?!" In your eyes, I am nothing but your failed experiment! Your shame!
* [[spoiler:WhereIWasBornAndRazed: Helps Dr. Psychobos ''[[EarthShatteringKaboom destroy his homeplanet]]''. Considering his opinion of the rest of his kind, Pyschobos probably didn't need to twist his arm to make him do it either.]]
* WouldHurtAChild: Perfectly willing to endanger innocent children to escape from Ben.
* YouHaveFailedMe / YouHaveOutlivedYourUsefulness: attempt to do this to [[spoiler:Khyber]] in "Outbreak", but [[spoiler:Dr. Psychobos]] stops him.
[[/folder]]

[[folder:Dr. Psychobos]]
[[quoteright:331:http://static.tvtropes.org/pmwiki/pub/images/Of_Predator_part1_48_113.png]]
%%[[caption-width-right:331:]]

-> Voiced by Creator/EricBauza

--->"Honestly, Galvan and their superiority complex. Dullards! The lot of them... especially that ''imbecile'' Azmuth! ''This'' will finally prove, once and for all, that Cerebrocrustacean are smarter than Galvan, and that I, personally, am far superior to that arrogant amphibian!"

An Cerebrocrustacean (Brainstorm's species) scientist who is responsible for the creation of Khyber's Nemetrix. Dr Psychobos has a strong despise of the Galvan specie as a whole, and especially Azmuth, who he has a personnal rivalry with ([[UnknownRival though Azmuth apparently doesn't care]]). In an attempt to prove his species are the smartest in the universe, [[spoiler:he teamed up with Malware in order to get the Omnitrix blueprints, so he could then use it to create his own, superior version of the Omnitrix. This resulted in the Nemetrix, a feral version of the device that could only work on creatures of limited intelligence. He and Malware then proceeded to hire Khyber to collect the DNA required to make it work.]]

* AffablyEvil: at least in his interaction with Malware.
* BadassBookworm
* BadBoss: Along with Malware, [[spoiler:he threatens Khyber on occasion. The next time he did this in "Showdown Part 1", to the point of attempting to ''MindRape'' him when Khyber refuses to obey. [[TheDogBitesBack This bit him in the arses when Khyber decided to just leave him be when]] [[HoistByHisOwnPetard Azmuth showed Psychobos' natural predator]].]]
** To be fair though, he was on the other end of this trope with Malware
* [[spoiler:TheBadGuyWins: a minor example, but ''Outbreak'' ends with him getting what he wanted (a piece of the Omnitrix). Not only that, but he did it incredibly easily; it took him ''a few minutes'' to get it.]]
* BigBadDuumvirate: With [[spoiler:Malware]]
** Now forms one with Princess Attea, but seems to have been DemotedToDragon since [[spoiler:Malware's]] defeat.
* BondVillainStupidity: He did not recognize the threat Ben posed to Malware's plan. Even Malware calls him out on it at the end of "Outbreak".
* ButtMonkey: To Attea, once he has been DemotedToDragon.
* CatchPhrase: "''(random appellation)'' -and I use the term loosely."
* TheCameo: [[spoiler: It's a blink-and-you'll-miss moment, but he makes an appearance in ''Special Delivery'' during Psyphon's auction.]]
* [[StarfishAlien Crawfish Alien]]
* CrouchingMoronHiddenBadass: His first appearance depicts him as a standard MadScientist whose motivation is petty jealousy toward Azmuth, with mild manners and a VerbalTic, making him look rather like a comedic villain compared to Malware or Khyber. In "Outbreak", [[spoiler:however, he ''easily'' brings down both of them when they are arguing, before raiding the Plumbers' HQ and successfully stealing a piece of the Omnitrix from Ben.]]
* {{Cyborg}}: His psionic powers are augmented by the devices attached to his brain.
* DemotedToDragon: After [[spoiler: Malware's defeat]], he now serves Princess Attea.
* DidntThinkThisThrough: [[spoiler: He managed to keep Azmuth from teleporting out, but didn't stop him from teleporting Ben in.]]
* EvilCounterpart: to Azmuth.
* EvilGenius
* FantasticRacism: Expresses this toward the Galvans, whose he is trying to prove Cerebrocrustaceans are superiors to. [[spoiler:Then taken to horrible extreme when he actually develops a plan to ''eradicate'' their species from the Galaxy.]]
** This seems to be a common trait among Cerebrocrustacreans, as in Alien Force, Ben, as Brainstorm, suggested that he was smarter than Azmuth because his brain was bigger. Respectively, some dialogues from Blucik and Driba suggest that Galvan are racist toward Cerebrocrustaceans as well.
* GiantEnemyCrab
* [[spoiler:HoistByHisOwnPetard: Azmuth turns the Nemetrix against him by building a whistle to take control of Khyber's pet and make him turn into the Cerebrocrustaceans' natural predator.]]
* HumiliationConga: [[spoiler: [[HoistByHisOwnPetard Defeated by the very thing he created]], betrayed by Khyber, and arrested by the same species he despises so much. All in the spam of a minute. And to add insult to injury, one of the Galvan arresting him calls him a dummy.]]
* {{Hypocrite}}: He constantly calls the Galvan arrogant and accuses them of suffering a superiority complex. He considers himself the greatest mind in the ''entire Universe'' (whereas Azmuth says he is the greatest mind in three galaxy, arguably four), and his whole motivation focus around proving that his own species is superior to Galvan.
* InsufferableGenius: He's basically Albedo as a Cerebrocrustacean.
* KnightOfCerebus: Downplayed. He's got much more humor-based quirks, but [[spoiler:he appears to be able to ''overpower'' both of his coworkers, and actually was smart enough to take a piece of the Omnitrix from Ben]].
** And then he [[spoiler:tries to assassinate Azmuth...]]
* KnowWhenToFoldEm: In ''Outbreak'' once he gets the piece of the Omnitrix he wants, he immediately makes a break for it.
* MadScientist
* MyBrainIsBig
* [[spoiler:TheManBehindTheMan: he is the one who hired Khyber to go after Ben.]]
* NamesToRunAwayFromReallyFast: seriously, with a name like this, how can there be any doubt about him being a MadScientist?
* NonActionBigBad: Aside from stealing Ben's stabilizer, he didn't accomplish much for most of the first two story arcs, contempting himself with planning and technical support.
** [[spoiler:Averted in the Inkursean story arc, where he at least once fight Ben thanks to a mechas in ''While You Were Away'' and proves quite a challenge to Blucik, Driba and Rook when they confront him. It would seem he ''is'' fairly good in a fight, it's just that his associates ([[GeniusBruiser Malware]], [[EgomaniacHunter Khyber]] and later [[SociopathicSoldier Attea]]) [[OvershadowedByAwesome tend to be threatening enough to make him look weak by comparison]].]]
* NotSoHarmlessVillain: For most of season 1, he seems to be the least dangerous of the three main villains. [[spoiler:Then his plan turns out to involve genocide of all Galvan...]]
* OnlySaneMan: Between the BigBadEnsemble of [[TheSociopath Malware]], [[EgomaniacHunter Khyber]], and himself, his only major problem is that he is very smug, but aside from that, he seems to be the most sane of the bunch.
** Similarly, he is generally more reasonnable than Attea and can't stand her bratty outbursts, though he can't do much about it.
* PowerFloats: "Outbreak" shows that he has the ability to hover.
* RedOniBlueOni: the blue to [[spoiler:Malware]]'s red. Even reflected by their colors.
* RedRightHand: one of his pincers is ''much'' larger than the other.
* SesquipedalianLoquaciousness: He is from Brainstorm's species; what did you expect?
* ShockAndAwe: He has technology in his brain that (presumably) increases the strength of his natural electrical powers.
* SmugSnake
* TheStarscream: To Princess Attea; it's pretty clear he would gladly stab her in the back if he had the occasion. Sadly for him, she keeps an eye on him.
* UnderestimatingBadassery: What ultimately leads to his downfall. By not recognizing Ben as a threat to his plans, and focusing only on Azmuth, he's [[spoiler: unprepared for Azmuth teleporting Ben in to help.]]
* UnknownRival: to Azmuth; he believes Galvans, especially Azmuth, have a big superiority complex, and tries to prove that Cerebrocrustaceans are smarter than them. Azmuth, however, thinks that trying to prove who's the smartest is a complete waste of time and energy.
* VerbalTic: See CatchPhrase.
** He also tends to stutter on random words.
* VillainDecay: His first actual episode where he did something had him ''win''. Later appearances play up his comical quirks and don't make him terribly threatening. By the time of the Inkursean Story arc, he has been mostly reduced to being Attea's ButtMonkey.

[[/folder]]

[[folder: Khyber the Huntsman]]
!Khyber
[[quoteright:287:http://static.tvtropes.org/pmwiki/pub/images/Khyber_and_pet_3888.PNG]]
%%[[caption-width-right:287:]]

-> Voiced by DavidKaye

--->"[[PetTheDog You do well, old friend.]] [[CrouchingMoronHiddenBadass But this Ben Tennyson is more powerful than I imagined. And resourceful.]] [[HuntingTheMostDangerousGame He will be our greatest trophy.]] [[EgomaniacHunter Khyber the Huntsman promises it.]]"

An alien EgomaniacHunter who will apparently serves as the main villain in season 1 of ''WesternAnimation/Ben10Omniverse'', [[spoiler:but was really TheDragon to Malware, the true main antagonist]]. Khyber is accompagnied by an alien dog-like creature known as an Anubian Baskurr which he equips with the "Nemetrix", a device similar to the Omnitrix that allows his pet to turn into various predatory species. He went on Earth following rumors about Ben's heroic acts and sees the boy as a worthy prey to add to his trophies.

* ActorAllusion: ''[[WesternAnimation/BeastWars Yeeeessss...]]''
* AffablyEvil: Quiet, polite, has a sense of honor, but will not hesitate to add your head to his trophy collection if you're his prey.
* {{Badass}}: In addition to his hunting skills, he's a formidable marksman and possesses enough strength to break through rock with his bare fists. He is a physical match for ''Rath''.
** To better put it, see all the vicious, dangerous predators his pet can turn into? He hunted them down ''on his own''. He only got his pet later.
** BadassBaritone
** BadassBoast: "Choose wisely, Tennyson. Which ever alien you pick, will be your last!"
** BadassNormal: Has no superpowers, yet can go toe-to-toe with Rath
* TheBeastmaster
* BenevolentBoss[=/=]BadBoss: [[ZigZaggingTrope Zig-zagged]]; On one hand, he treats both of his pets kindly, complimenting and conforting them, refers to them as "friends" and gets irritated when they are mocked. On the other hand, he never feds them himself, instead forcing them to hunt for their own food so they will keep their hunting instincts, doesn't bother giving them names and [[spoiler:has no problem leaving Zed behind after taking the Nemetrix when he escapes]]. Seems to be a major case of BlueAndOrangeMorality.
* BerserkButton: He doesn't take belittling his skills or his pet kindly.
* BigBad: Of ''Omniverse'' (at least season 1, it seems).
** [[spoiler:Subverted; "Of Predators and Prey" reveals he was working for [[TheManBehindTheMan Dr. Psychobos and Malware]] all along. He's still TheHeavy, however.]]
* BlueAndOrangeMorality: [[spoiler:While he didn't bother feeding Zed when she was his pet, it wasn't out of egoism or cruelty; he merely believed that, by forcing her to hunt her own food, that would allow her to keep her hunting instincts and make her more effective.]]
* TheBusCameBack: He disappears from the Season 2 finale, escaping with the Nemetrix, and was [[WhatHappenedToTheMouse not brought up again]] afterward. [[spoiler:He returns in ''The Ultimate Heist'', this team teamed up with Albedo.]]
* CrazyPrepared: flashbacks of him hunting the predators for the Nemetrix portray him as this; he seems to have an equipment specifically built to face each one of them.
* DangerouslyGenreSavvy: he carefully studied Ben from distance before going for direct confrontation, and didn't reveal himself until he had Ben alone, without Rook to back him up and with no way to get his help. [[spoiler:He still gets OutGambitted because Ben and Rook anticipated this and faked splitting up to better catch him]].
** He also attempts to defy the VillainBall when confronted by Ben's [[IShallTauntYou mockery]], but he still ends up falling for it because of his ego, and because [[DeadpanSnarker Ben's that good]].
*** See that BerserkButton entry up there? Ben just keeps pushing it over and over until it ''breaks.''
* [[spoiler:{{The Dog Bites Back}}/{{Dirty Coward}}: He leaves Psychobos to be arrested by the Galvans as revenge for the scientist trying to MindRape him into fighting Azmuth instead of Ben. He then disappears with the Nemetrix without a word. Moreover, he doesn't even bother to take Ben]]
* TheDragon: [[spoiler:First to Malware]].
** [[spoiler:DragonWithAnAgenda It's suggested that Khyber either doesn't trust Malware or has plans of his own; he is shown in an episode infiltrating the Plumbers' Headquarters to get informations about Malware's origins and motivations, suggesting he is trying to inform himself on his hirers. Later, ''Outbreak'' makes it quite clear that, while Malware and Psychobos are primarily interesting in getting their Omnitrix and besting Azmuth, he is only concerned with getting Ben as a trophy, and doesn't really care about their goal. He also partially tells Rook about Malware's plan in ''Malefactor'', saying he "has his reasons" for such a revelation. This plays against both of them when an assassination attempt on Azmuth fails because Khyber wants to focus on Ben.]]
*** [[spoiler:Don't forget that he included Dr. Psychobos' natural predator in the Nemtrix. It seems the guy never seemed to fully trust anyone but himself. But to be fair, that was also Brainstorm's natural predator, so if Ben ever transformed into Brainstorm...]]
** [[spoiler: Become the Dragon to Albedo in the Fourth Story arc.]]
* EgomaniacHunter: in a very Franchise/{{Predator}}-like way, he apparently likes to hunt down various alien creatures and keeps trophies of them. He precisely goes after Ben because he considers him a "Worthy Prey".
* EvilCounterpart: To Ben, to an extent; his Nemetrix is described by the producers as a kind of "Evil Omnitrix".
** In a way he's a more fitting counterpart to Rook. They are both extremely skilled [[BadassNormal Badass Normals]], [[spoiler:act as [[HypercompetentSidekick Hypercompetent Sidekicks]] to their egotistical and somewhat narcissistic bosses (this goes for both Malware ''and'' Albedo)]] and both work with partners that rely on biological powers and shapeshifting while he and Rook use wit and cunning to win fights. Plus, their relationships with their counterparts are reversed: Khyber is the master and treats his pet well and respects it, while Ben is Rook's superior officer and openly dislikes him.
* EvilSoundsDeep
* {{Expy}}: He's basically an alien version of [[Franchise/SpiderMan Kraven the Hunter]]. He also shares similarities with the Franchise/{{Predator}}, and to an extent, [[WesternAnimation/TransformersAnimated Lockdown]] and [[WesternAnimation/TransformersPrime Airachnid]].
* GeniusBruiser
* HuntingTheMostDangerousGame
* [[spoiler:KarmaHoudini: Malware is defeated, Psychobos is arrested, but Khyber still remains at large]]
** [[spoiler:He also escapes after Albedo is defeated, but this time he loses the Nemetrix.]]
* {{Hypocrite}}: [[spoiler: In "For A Few Brains More", Khyber calls Zed a "traitorous cur" for being with Kevin, despite the fact that he abandoned her. Technically, Zed betrayed him first, as Ben found a way to turn her against him.]]
* {{Irony}}: [[spoiler:It's implied that ''his own natural predator'' is already in the Omnitrix.]]
* KnifeNut: He hasn't really used it so far, but he is often seen playing with one. In "It Was Them", it was strongly hinted he was about to [[FridgeHorror behead Ben with it]].
** He finally uses it in ''Malefactor'' to fight Rook.
* KnightOfCerebus: The first major villain of Omniverse to ''not'' be played for laughs.
* KnowWhenToFoldEm: He calls off his pet when he sees Rook helping Ben, acknowledging his pet being outnumbered.
* {{Leitmotif}}: A quiet, creepy theme plays whenever he is in his ship.
* OutOfCharacterMoment: At one point during "Of Predators and Prey part 2", when it appears that he's been captured, he ''joins in'' Rook and Ben's small scuffle about Rook usually having to save Ben's life rather briefly, dropping the [[KnightOfCerebus less humorous qualities]] of the character for just a few seconds. [[spoiler:Turns out he was faking submission to better surprise them.]]
* TheOnlyOneAllowedToDefeatYou: toward Ben; since he plan to take Tennyson as his trophy, he will not let anyone but him to slay him, to the point of sending his pet to interfere, as Psyphon and Animo found out. [[spoiler:This later puts him at odds with his hirers, as he put his goal to make Ben a trophy before his mission.]]
* [[spoiler:PsychoForHire: to Malware and Psychobos. Yes, he is AffablyEvil, but he still technically a SerialKiller.]]
* TheStoic
** NotSoStoic: Despite his usually quiet attitude, he's quickly irritated when Ben [[IShallTauntYou mocks and taunt him]].
* SerialKiller: Most of his trophies are sentient alien species, essentially making him an alien version of this.
* SkeletonsInTheCoatCloset: WordOfGod is that his torso armor is made from the bones of some of his previous targets.
* SpikesOfVillainy
* TrophyRoom: His whole ship is a trophy room. Among his prizes are a Vulpimancer-skin rug, a Geochelone Aerio shell, an Appoplexian skeleton, and a Crabdozer head.
* VillainHasAPoint: You can't really disagree with him when he points out how Ben should treat his partners better.
* VillainTeamUp: [[spoiler:As of "The Ultimate Heist", he's working with Albedo now.]]
* WeaksauceWeakness: [[spoiler: He's afraid of Nemuinas (Pesky Dust's species).]]
* WhatHappenedToTheMouse: Completely disappears from the story after ''Showdown: Part 1'', and hasn't been mentioned since.
** [[spoiler:He's back in "The Ultimate Heist.", now working with Albedo]]
* WorthyOpponent: how he sees Ben, though more like "Worthy Prey".
-->"I am the Ultimate Predator. You are the Ultimate Prey."
* YouHaveFailedMe: A notable aversion; he ''never'' punishes his pet for failure to get Ben, and will usually even comfort it.

!Khyber's New Pet
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/pnunsian_6271.png]]

After abandoning his previous pet, Khyber obtained a new pet. It is a Panuncian from the planet Hathor, the homeworld of Ditto's species, the Splixsons, and is their natural predator.

* FangsAreEvil
* MesACrowd: As the natural predator of Ditto's species, it also has the ability to duplicate itself. [[spoiler:And thanks to the Nemetrix, each copy can transform into a different predator.]]
* OneWingedAngel: [[spoiler:Thanks to Albedo's upgrades to the Nemetrix, it's capable of turning into an Ultimate Panuncian.]]
* RedAndBlackAndEvilAllOver
* {{Shapeshifting}}

[[/folder]]

[[folder:The Vreedle Brothers]]

!The Vreedle Brothers
-> Octagon voiced by JohnDiMaggio
-> Rhomboid voiced by RobPaulsen
A duo of alien thugs well-known for being the biggest LeeroyJenkins in the Galaxy.

[[quoteright:342:http://static.tvtropes.org/pmwiki/pub/images/Vreedle_Brothers_001_6306.png]]
%%[[caption-width-right:342:]]

* AllYourBaseAreBelongToUs: Played for laughs; they blew up the arms depot in the Plumber's Academy for no other reason than fun. This forced Rook to take his finals in a space trailer.
* {{BFG}}: often rely on this as their weapons.
* BewareTheSillyOnes: as hard as it is to admit, they can be pretty dangerous due to their massive weaponry. Though if you think about it, it's precisely the fact they are ''truly'' silly that makes them dangerous...
* BountyHunter
* CatchPhrase: Octagon referring to things as "what you might call ([[{{Metaphorgotten}} exactly what the thing is]])."
* DelusionsOfEloquence: Octagon.
* DumbMuscle: both of them, especially Rhomboid.
* EvenBadMenLoveTheirMamas: They respect their mother, Ma Vreedle. Too bad she considers them failures. [[spoiler:Until ''Oh Mother Art Thou''.]]
* FatBastard: played with concerning Rhomboid; while he is a destructive LeeroyJenkins who likes to blow up things for no reason, he is the most innocent of the two brothers. Played straight, on the other hand, with Ma Vreedle.
* HeelFaceRevolvingDoor: In their first appearance in ''Ultimate Alien'', they're attending the academy to become Plumbers. However, the next episode they're in they are back to being thugs. Gwen scolds them for this, and they return to Plumbers shortly after... Then they go back to being criminals in ''Omniverse'' after blowing up the Plumber Academy.
* LeeroyJenkins: They don't know how to solve any problem without blowing up things.
* SendInTheClones: It's revealed in "Con of Rath" that there's an army of Vreedle Brothers, since they are clones created by their parents through a kit.
* SesquipedalianLoquaciousness: Amazingly, despite their idiocy, Octagon has the habit to occasionally express himself like this.
* ThoseTwoBadGuys
* TooDumbToLive: An extreme example when they shoot a fusion grenade at Kevin. In a ''space station''. When Argit points out that will not just kill Kevin, but ''everyone on the station'', including them, Octagon admits he "didn't consider this". In ''Omniverse'', they steal and attempt to activate a weapon capable of destroying the universe. When it is accidentally activated, Octagon suggests retreating to a safe distance. Argit once again has to point out their idiocy -- the device is going to destroy ''the universe'', so there is no "safe distance". Octagon admits that they didn't think this through.
** Literally too dumb to live, as they have gotten themselves killed many times. Which triggers a new set of clones to spawn with their consciousness transferred to the new bodies.
* TheUnfavorite: They are both this to their mother, who prefers their younger brother Pretty Boy, who was cloned from a better batch of clone batter.
[[/folder]]

[[folder:Ma Vreedle]]
[[quoteright:323:http://static.tvtropes.org/pmwiki/pub/images/640px-ma_vreedle_ov_5025.png]]
Octagon and Rhomboid's insane mother.

* BlondesAreEvil
* CrouchingMoronHiddenBadass: She looks just as silly and ridiculous as her sons, but, unlike them, she is a ''very'' competent and dangerous villain.
* DisproportionateRetribution: Her ''son'' goes missing? Well, she'll destroy your ''sun'' if she doesn't get him back.
* TheDreaded: She may be a comical villain, but she's still serious bad news whenever she shows up. ''Kevin'' is afraid of her.
* EvenEvilHasLovedOnes: She genuinely loves Pretty Boy, though her approach to protect him is... [[MamaBear a bit extreme]].
* FatBastard: A rare female example.
* MamaBear: Messing with her Pretty Boy's is a one way ticket to a world of pain.
* OneBadMother: She's wanted in 12 systems, banned in 27 others, and it's even rumored that she once made ''Vilgax'' cry.
* PetTheDog: [[spoiler:Decides to spare the Earth so Ben's mom doesn't lose her child after spending the episode trying to find her son.]]
[[/folder]]

[[folder:The Circus Freak Trio]]
!The Circus Freak Trio
[[quoteright:330:http://static.tvtropes.org/pmwiki/pub/images/adszmf6_9490.png]]
%%[[caption-width-right:330:]]

-> Acid Breath voiced by Creator/DeeBradleyBaker
-> Frightwig voiced by CreeSummer
-> Thumbskull voiced by Jeff Doucette

A trio of clown-based super-powered criminals who were working as Zombozo's henchmen in his CircusOfFear in his first appearance. Their role was to steal everything in the city while he fed on people's joy during his show. After Zombozo was defeated by Ben, they lost track of him, and started working of their own, with a personal grudge toward Ben. They became recurring antagonists during the original series, but disappeared in the Alien Force era (ironically, Zombozo himself would later be brought back). Their group consisted in:
* Acid Breath, a guy with the ability spit acid from his mouth;
* Frightwig, a girl with CombatTentacles as her hair
* Thumbskull, their DumbMuscle

* BreathWeapon: Acid Breath. As suggested by his name.
* BodyHorror: Acid Breath's face. Seriously, just look at the pic.
* ButtMonkey: not only does Ben never have any Omnitrix glitches when he faces them, but they usually end up serving as his punching bag (and that's the Ben from the Original Show, ''before'' he TookALevelInBadass). The best example probably is when they had to fight him... right when [[SuperPoweredEvilSide Ghostfreak]] was taking over.
* CircusOfFear
* CombatTentacles: Frightwig.
* DumbMuscle: Thumbskull.
* ExactlyWhatItSaysOnTheTin: Acid Breath is, well, a guy with acid breath. What else?
* HarmlessVillain: they do have dangerous powers and would probably be a danger to civilians, but they prove rather ineffective against Ben, and the only way they have any impact on the plot is when they are working for someone. Otherwise, they are pretty lame villains, and it's practically a RunningGag to have Ben [[CurbStompBattle defeat them with incredible ease]].
** Even in their ''introduction'', they proved pathetic enemies right at their first confrontation with Ben, and the only reason they weren't easily defeated was because they were then working for Zombozo, whose Ben was terrified of.
* SlapstickKnowsNoGender: Frightwig being a female (and not a really ugly one, unlike her teammates) didn't allow her to escape being Ben's punching bag like the others. In fact, she even gets one of the most silly beat up, including most notably when she tried to grab ''[[IntangibleMan Ghostfreak]]'', who merely phased through the ground while still holding her hair and forced her to ''hit her own head against it''.
* TerribleTrio
* TookALevelInBadass: Especially subverted in their second appearance, where, when confronting Ghostfreak, they efficiently combine their powers, apparently defeats him and laugh gleefully. Cue a completely unharmed but pissed off Ghostfreak emerging from the ashes and delivering them a NoHoldsBarredBeatdown.
* WeaksauceWeakness: ''all three of them''; Acid Breath becomes harmless when something obstruct his mouth, Frightwig can be trapped in her own hair, and Thumbskull is an idiot.

[[/folder]]

[[folder:Inspector 13 and the Techadons]]
!Inspector 13
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/inspector_13_3086.png]]
-> Voiced by Creator/DeeBradleyBaker

Formerly one of the weapon masters of Techadon. In the ''Ultimate Alien'' episode of the same name, he attempted to steal the Ultimatrix from Ben. In ''Omniverse'', it is revealed that he was removed from the Techadon Empire for his failure to capture the Ultimatrix, and has become an independent businessman.

* BadAss: for a one-shot villain, he turned out to be a surprisingly big treath in his ''Ultimate Alien'' appearance.
** BadassBookworm
** EmpoweredBadassNormal: Has no special powers, so he must rely on his technology.
* CrazyPrepared: Seems to have weapons and defenses to deal with ''every'' situation.
* CreepyMonotone: Except for the one time he laughs, he is this.
* EvilLaugh: Has one in his first appearance when Ben insists that the Ultimatrix isn't a weapon. And it's ''extremely'' creepy.
* EvilGenius
* EvilVersusEvil: In ''Omniverse'', Albedo's reason for impersonating Ben was to steal a polymorphic crystal to stabilize his transformations from him.
* GadgeteerGenius
* HumansByAnyOtherName: Refers to Ben as a "Terran".
* TheSpock: Extremely cold and logical.
* SquishyWizard: He has access to extremely advanced technology, allowing him to deploy a whole arsenal of very powerful weapons, traps, [[MechaMooks Techadons]] and other defenses to fight, but once Ben is able to reach him with Four Arms for a direct fight, he is defeated in a single punch.
* TerseTalker
* YouHaveFailedMe: Prior to his first appearance in ''Omniverse'', he was removed from the Techadon Empire for failing to capture the Ultimatrix, and has since resorted to illegal trade.

!!The Techadons
[[quoteright:262:http://static.tvtropes.org/pmwiki/pub/images/silver_techadon_vs__big_chill_001_7080.png]]
A series of very powerful, mass-produced robots that are sold as war machines by a mysterious, unknown organisation Inspector 13 is part of.

* AdaptiveAbility
* CrazyPrepared: Each new generation is prepared to deal with what destroyed the previous one.
* DemonicPossession[=/=]CyberneticsEatYourSoul: If a Techadon is destroyed but part of him (typically his hand) survives, it can then take over a host to rebuild itself over his body, gradually turning him into a Techadon. Cash almost ended up with this fate.
* TheDeterminator: Once they have been set on a target, they won't stop until said target is dead. Not even the one who hired them can cancel the order.
* EliteMooks[=/=]GiantMook
* TheFaceless
* HealingFactor: Even though they are just machines, they are capable of self-repairing as long as the damages aren't too extreme.
* ImplacableMan
* KillerRobot
* MechaMooks

[[/folder]]

[[folder:Psyphon's Gang]]
-> Bubble Helmet voiced by Creator/JohnDiMaggio
-> Fistina voiced by Morgan Lofting
-> Liam voiced by Creator/PaulEiding

A Gang of alien criminals introduced in ''WesternAnimation/Ben10Omniverse'' as Psychon's henchmen. There are many members focused, few of them getting actual development, but three of them, Liam, Fistina and Bubble Helmet, are frequently seen working together.

[[quoteright:346:http://static.tvtropes.org/pmwiki/pub/images/Liam_Fistina_and_Bubble_Helmet_in_Chris_10_3589.png]]
%%[[caption-width-right:346:From left to right: Fistina, Bubble Helmet and Liam]]

* AbhorrentAdmirer: Fistina, toward Rook.
* BladeBelowTheShoulder: Liam.
* BrawnHilda: Fistina; this is the kind of character that makes you think Looma isn't that ugly after all.
* EnemyMine: With Ben in ''Rules of Engagement''
* {{Expy}}: Fistina's design is based on [[WesternAnimation/ChallengeOfTheGoBots Crasher]]
* HuskyRusskie: Fistina.
* JokeCharacter[=/=]IneffectualSympatheticVillain: From what can be gathered, they're Psyphon's top enforcers. They are nonetheless rather ineffective.
* OddNameOut: For a chicken-like alien, Liam is a pretty normal-sounding name.
* PoweredArmor: Both Buble Helmet and Fistina, though it's unclear weither Fistina is wearing one or just a cyborg herself.
* RocketPunch: Fistina's main method of attack.
* PunchClockVillain: Some of them; Fistina, in particular, seems to have nothing personal against Ben and Rook, even flirting with Rook occasionally (much to his dismay).
* ShoutOut: Thunderpig is an obvious spoof of the WesternAnimation/ThunderCats, while Fistina looks (and kinda sounds) like Crasher from ''WesternAnimation/ChallengeOfTheGoBots''.
* SuperEmpowering / NiceJobFixingItVillain: at the end of ''Outbreak'', Liam accidentally adds Kickin Hawk to Ben's repertoire by touching the Omnitrix.
* TookALevelInBadass: In "Outbreak" the Omnitrix malfunctions and fuses them all with creatures. Fistina got fused with a mechamorph, Bubble Hemlet with Shocksquatch, and Liam with Humongousor. Liam himself proved very efficient given his form, even punching Psyphon because he wasn't helping them in their initial escape.
* TerribleTrio: Liam, Fistina and Bubble Helmet, when working together; not on the level of the Circus Freak Trio, but they come close.
* TheUsualAdversaries: In ''Omniverse'', they are the most frequently seen villains.
* TheVoiceless: Fistina, until ''Rule of Engagement''
* VillainousCrush: [[spoiler:Fistina towards Rook.]]
* WeaksauceWeakness: Bubble Helmet's species can only breath an atmosphere that's toxic on Earth; as a result, he needs his suit to be able to breath on Earth.
** Also, Liam has some weird addiction to bird seed, and feel a urge to eat it whenever he sees some, even in inappropriate situations.
* YouKilledMyFather: Thunderpig once attacked Ben under the justification that Ben had supposely eaten his father.

[[/folder]]

[[folder:Billy Billions]]
[[quoteright:273:http://static.tvtropes.org/pmwiki/pub/images/Aziz-4_3_r560_7265.jpg]]
%%[[caption-width-right:273:]]
->''Voiced by: Creator/AzizAnsari''

--->"I was richer than you, I was smarter than you... I should have been running that school!"

An old classmate of Ben's when he was eleven. A genius kid from a rich family, Billy developed a huge complex toward Ben, feeling like Ben was getting all the attention instead of him. Eventually, his jealousy led him to attempt to get rid of him by sucking him to Dimension 12. Due to attacking him in his Diamondhead form, however, he ended up zapping himself, and trapped himself to the age of 11 as a result due to time working differently here. Growing smarter with age, he eventually found a way to come back on Earth to attempt revenge on Ben.

* BigBadWannabe: he wants Ben to acknowledge him as his ArchEnemy and destroyer. Ben barely acknowledged him as a ''villain''.
* BodyguardBabes: he has one named Mazuma, that actually is an android he built himself.
* DisproportionateRetribution: seriously, he tried to send Ben to another dimension ruled by {{Killer Robot}}s because ''he was mad Ben got more attention than him''.
* DitzyGenius: He's smart, yes. He's also a spoiled brat, incapable of thinking ahead or coming up with an idea of his own.
* EvilIsPetty: aside than the DisproportionateRetribution mentioned above, he expressed his intent to get revenge on everyone who supposedly wronged him. The next on his list after Ben? His school's lunch lady.
* {{Expy}}: A rich BrattyHalfPint the likes of Richie Rich. Child genius riding around on a jetpack like [[ComicBook/TeenTitans Gizmo]].
** Also, though this was probably unintentional, the concept of a kid from a rich family who has a jealousy toward another kid with a ChronicHeroSyndrome does have similarities with [[FateStayNight Shinji Matou]].
** Don't forget [[ThePowerpuffGirls Princess Morbucks]].
* GadgeteerGenius: while his maturity is debatable, his skills in robotic and machinery are definitely real.
* GoMadFromTheIsolation: Lampshade by Ben in his debut appearance.
* TheGreatestStoryNeverTold: He ''did'' save the world at the end of his debut appearance, and got no credit for it. Still, considering [[BadassOnPaper he did it by mere luck]] and ''he'' was the one who brought the threat to begin with, his lack of credit is deserved.
* GreenEyedMonster: he hates Ben due to him taking all the popularity at school when they were kids ([[UnreliableNarrator according to him at least]]).
* HairTriggerTemper
* InsufferableGenius: he almost makes Albedo look modest in comparison.
* InTheBlood: In his own words:
--->"I am a genius by they way, born from geniuses; my parents basically invented modern robotics."
* ItsAllAboutMe
* NeverMyFault: he blames Ben for ending up zapped in Dimension 12, but he would never have ended up in this place hadn't he tried to zap Ben in the first place. Moreover, Ben didn't even do anything to zap him: he wasn't even aware Billy even ''existed''.
* NotGrowingUpSucks: he sure seems to think so.
* OlderThanHeLooks: Chronologically sixteen, physically (and mentally) eleven.
* SmugSnake
* SpoiledBrat: even if he actually is sixteen, he still acts like one.
* TheNapoleon: Amazingly, he is even smaller than 11 years old Ben.
* TooCleverByHalf
* UnknownRival: To Ben, much to his annoyance.
[[/folder]]

[[folder: Fistrick]]
!Fistrick
-> Voiced by Creator/EricBauza
[[quoteright:256:http://static.tvtropes.org/pmwiki/pub/images/Fisttrick_1595.png]]
%%[[caption-width-right:256:]]

* BadassNormal: He's human, yet he's able to hold his own against Shocksquatch (albeit with rubber boots). He still was remarkably easy to beat up for Kickin Hawk, though.
* TheBeastmaster: In ''Bros In Space'' he managed to turn Revonnah's Muriods into a formidable army, teaching them how to stand on two legs, operate machinery, and even taught them how to talk (Though they could only say "Bro"). Worth noting is that unlike Dr. Animo, he didn't use any machinery to do so.
* {{BFG}}: One of the weapons he frequently uses.
* BoisterousBruiser
* TheBrute
* CatchPhrase: "Bro"
* ConMan
* DelinquentHair
* {{Expy}}: His design looks a lot like MarvelComics villain [[CaptainAmerica Crossbones]].
* GeniusBruiser: Given that he reverse-engineers and mass-produces alien technology, his intelligence must be above average.
** Assuming, of course, he didn't just stole it or paid for it. He did mention he got at least part of his tech from "a guy".
* HoistByHisOwnPetard: How Ben managed to defeat him in his introductory episode, by using Gravattack to turn his missiles back at him.
* KnowsAGuyWhoKnowsAGuy: this exchange with Ben:
--->'''Ben''': How did you get on Renovah?
--->'''Fisttrick''': I know a guy.
--->'''Ben''': And how did you know about the fruits?
--->'''Fisttrick''': I know a guy who knows a guy.
--->'''Ben''': And how did you learn the Muroids how to operate technology? O, [[GenreSavvy let me guess]]: you know a guy.
--->'''Fisttrick''': ''Knew'' a guy.
* NotSoHarmlessVillain: Despite being a muscle-bound thug in appearance and personality, Fistrick proved to be a competent adversary against Ben and Rook, and nearly blew up Rook's home planet had Ben not stopped him.
** DiminishingVillainThreat: His first two appearances presented him as a legitimately threatening villain, ''Special Delivery'' has him beaten ridiculously easy.
* TattooedCrook

[[/folder]]

[[folder:Princess Looma]]
!Princess Looma Redwind
-> Voiced by Kimberly Brooks

[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/300px-Post-work_9373.png]]
%%[[caption-width-right:300:]]
A female Tetramand Princess who Kevin met during the time between the original series and Alien Force. In an attempt to get a piece of technology from the Tetramands, Kevin agreed to become Looma's fiancée so he could get said piece as a wedding gift. This came back to bite him back when she arrived three years later to get married to him. In order to avoid it, Kevin pulled out a BatmanGambit that led Ben to become Looma's fiancée instead of him.

* AffablyEvil: Not so much toward Kevin, but she acts genuinely nice and sweet when interacting with Ben after they got bethroded.
* AntiVillain: A solid Type I.
* AxCrazy: Though not to the extent of Malware.
* AmazonianBeauty
* BadassPrincess: Nothing unusual in her species since female Tetramands are stronger than males.
* BestHerToBedHer: Following her species' culture, this is how Kevin and later Ben end up fiancée to her. Not that this is no easy feat een for Tetramands because the females of the species are both bigger and sronger than males.
* BlueAndOrangeMorality: Due to her species' culture being oriented entirely around fighting, a lot of things that seem awful by human standards are normal wedding planning for her.
** It's tetramandian tradition for the bride to collect four "items" and present them to the groom's parents. The four items? Something ''conquered'', something ''bruised'', something ''severed'', and something [[ArsonMurderAndJaywalking blue]]. Her picks are Esther (proving she ''conquered'' the Kraaho), Julie (who was ''bruised'' during the fighting), one of Fistina's hands (something severed), and Rook (something blue).
* BoobsOfSteel: Just look at the pic.
* CoolHelmet
* DaddysGirl: She and her father talk in the familiar sickly sweet way one would see a princess talk to her father. He's even willing to destroy Earth to get her back her fiance.
* DropTheHammer: [[BoomStick It can even shoot lasers!]]
* EverythingsBetterWithPrincesses: VERY much subverted.
* FemaleMisogynist: Looma doesn't like fighting other females. She actually seems to look down on them.
* GracefulLoser: [[spoiler:After being defeated by Ben, Fistina, Ester, and Julie, she acknowledged Julie as Ben's beloved, but threatens to crush her skull the next time she sees her (although she ''did'' say it with a wink and a smile).]]
* {{Hypocrite}}: See FemaleMisogynist above.
* InsaneEqualsViolent
* TheJuggernaut: Fights with her usually end with her opponents retreating. It usually takes more than just Ben to defeat her.
* MoreDeadlyThanTheMale: Her hopeless romanticism, coupled with her DaddysGirl credentials, can make Looma come across as a bit unstable and ruthless to your average person, even by [[ProudWarriorRaceGuy Tetramand]] standards. As noted above, female Tetramands are also the males' better in terms of physical prowess and thus considered to be more formidable warriors.
* MultiArmedAndDangerous: Emphasis on the dangerous part.
* ObliviouslyEvil: In "Rules of Enagement" she gets into fights, causes property damage, and kidnaps people but from ''her'' prespective, it's standard Tetramand wedding preparations.
* PintsizedPowerhouse: Not to ''humans'' (she is taller than any regular human being), but to her own species; she is the smallest Tetramand we have seen so far, and yet she is able to take down enemies like Armodrillo, crush her own, much taller father with a hug and is the strongest warrior in her family.
* PsychoExGirlfriend
* StatuesqueStunner[=/=]BrawnHilda: Zig-zag between those two tropes; she is ridiculously strong even by Tetramand standards, and since she is fiancée both times to a character much smaller and technically weaker than her physically, she ends up dominating them. Plus, Kevin tries to escape her like the latter. Still, she is kinda hot for someone of her species.
* {{Warrior Prince}}ss
* {{Yandere}}: This is one woman you ''don't'' want to see scorned. [[spoiler:She's a GracefulLoser mentioned above]]
[[/folder]]