Nightmare Fuel / Ben 10: Alien Force

"Grandpa Max…help…me…"

You thought the original series had its share of frightful moments? Well, think again. With its ominous and more mature tone, Alien Force takes the fear factor to another level.

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• “Everybody Talks About The Weather”: let's talk about what happens to the victims frozen by DNAlien Freeze Guns. They are frozen in a bluish-grey metal substance that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. It also happens so quickly too with the victims barely having any time to react with only a scream of agony as they're hit before they're completely encased in metal. Basically, they are instantly frozen, in a substance that will not melt under normal circumstances, essentially turning them into living metal statues. Meaning, that the heroes could've remained frozen forever and the villains would have won if not for both Swampfire (And Ben being Swampfire at the time) and Alan's extreme heat abilities allowing them to thaw everyone out. Just seeing people frozen this way can be very unnerving, to say the least. To make matter worse it's implied the victims are still conscious!
  • How it happens to the heroes is also worth mentioning. At first, they manage to defeat the first wave and begin discussing what the big plan is... only for reinforcement to come hiding in the cornfield with the element of surprise to freeze all of them. It happens in a very horror-movie style with Swampfire being frozen out of nowhere with the rest following suit one by one until Alan is only left standing. Sheriff Mason tries to fight them off but it quickly becomes futile.
  • Gwen, after being frozen by one of the Freeze Guns, for example. The way her eyes are open wide in fear, her mouth frozen in an eternal scream of agony, the way her hands are trying to reach out futilely for help... She could've been frozen like that forever...
• "Kevin's Big Score": Vulkanus forcing Kevin to over-absorb a piece of Taydenite that he then gets his mooks to mine from Kevin's back.
  • Ben revealing he's been lurking in the shadows as Big Chill the entire time, waiting for a moment to get Kevin free. Even Kevin didn't know he was there,
  Vulkanus: You're in a bad position to make demands.
  Big Chill: He would be if he were alone.
  • After seemingly knocking Big Chill out, Vulkanus lifts him up, only for Big Chill to suddenly lift up his head to Vulkanus' line of sight, sporting an unsettling grin that he doesn't usually sport... before surprise attacking the villain and freezing most of his body to the point that it shatters. Thankfully, he doesn't die because he turns out to be a tiny alien in a robotic suit, but still... Big Chill smiled, and not in a happy way. The only other time he smiles in Alien Force is "Above and Beyond", seen below.
• The DNAliens are creepy on their own to an extent, but what can really be scary is the way they are created: the Hightbreeds use Face-Hugger-like creatures to infect humans, turning them gradually into these things. Which would mean each time the heroes kill DNAliens, they are actually killing human beings (and it does happen);
  • To make matters worse, they can disguise as humans through ID masks, so they could be anywhere.
• The episode introducing Darkstar was downright creepy. The episode starts with a scene of a schoolgirl running to a house and desperately calling at the door for help. The door opens, we get something that looks like a Gory Discretion Shot, and cut to the girl walking around in the street, now zombified.
  • It's then revealed multiple girls suffered the same fate. As the protagonists try to figure out what happened with the help of what seems to be the local superhero, it's eventually revealed that this so-called "hero", despite possessing light powers, is the one responsible: he charges his powers by feeding off of energy from schoolgirls he seduces, eventually turning them into zombies slaves that he relies on to feed him even more. His habit of draining energy from them is played subtly like rape. To make matters worst, he succeeds in draining Gwen.
  • Speaking of draining, we get front-row seats to Darkstar flooring Kevin and Ben about five seconds into a fight. It plays out pretty much like Cold-Blooded Torture, with the rapey vibes adding a whole other layer of creepy. Those noises Yuri Lowenthal made....
  • And then his zombies slaves turn on him at the end, draining most of his energy and leaving him weakened with a zombified face. Granted, he deserved it, but that was still creepy.
• “The Gauntlet” has Cash, ordinarily a relatively harmless bully, starting to use a Techadon hand as a gauntlet, using it as a toy initially. Then the gauntlet gradually takes over his body and mind, causing him to go way off the deep end and attempt to kill Ben as revenge for when Ben made him look ridiculous in front of his class. And then the gauntlet starts gradually rebuilding the Techadon around him, starting with his arm then covering his body then his head... he is saved eventually, but had the tech not been stopped, he would have probably been permanently mutated into a Techadon.
• The Highbreeds could be creepy on occasions, especially the one who was about to punish Simian at the end of his debut episode. Ben tricked Simian into carrying a DNAlien ear cleaner, which unlike human ears, need acid to flush out... and the Highbreed now has it in his possession:
  Simian: T... this is a horrible mistake!
  Highbreed: It sure is. We distinctly told you to bring the crystal. Maybe you misheard us. Maybe you need to have your ears cleaned... (loud hissing noises come from the acid dripping out the ear cleaner offscreen as the episode ends)
  • An Ultimate Alien episode later retconned this scene so the Highbreed had just taken Simian to his ship rather than killed him. You read it right- the original ending was so creepy and dark the writers felt the need to retcon it.
• The first episode involving the Incurseans shows us Emperor Milleus disintegrating his own lieutnant on-screen because he failed to find and bring back his daughter.
• Zs'Skayr comes back, and now possesses some lovely new powers. He is somehow able to produce a mass-possession all on his own, turning all the inhabitants of Vilgax's home planet into his minions as part of his Hive Mind. The planet is then infested in a Xenomorphesque way, with cocoons all over the place. It gets so bad that Vilgax went so far as to ask Ben for help.
  • And then Zs'Skayr succeeds in what he had been trying to do for years: possessing Ben. Then he locks Ben's body in his own form, before trying to posses Vilgax. He'd have gotten rid of both Vilgax and Ben by fusing them into his own being, and nearly succeeded too.
• Reinrassig III's debut- he had his arm severed by a desert parasite, complete with indigo Alien Blood dripping out. Luckily, Ben infused Swampfire's regenerative plant cells into the Highbreed's detached arm and reconnected it to his body- but even so, his arm became a hybrid of flesh and chlorophyll, turning it completely green, along with all the neighboring arteries and veins hooked into it where the chlorophyll eventually melded with the flesh. It's kinda cool-looking, but also scary.
  • There's also those water-absorbing tentacles that pop out of his chest when he opens a few skin flaps on it- yecchh!!
• Highbreed Supreme is especially disturbing to look at- initially. Pale, fat, and with a face even more covered in horns and deformed than the usual Highbreed. The most disgusting part of him is his belly, which has what appears to be a cancerous mutation on it because he and his race can no longer breed thanks to generations of inbreeding. It disappears after Ben infuses him with Omnitrix DNA, apparently healing the deformity and causing him to turn red and appears more pleasing to the eyes.
• In "Save the Last Dance", Big Chill keeps possessing Ben and making him act very erratic. His eating habits and personality take a full 180-Ben acts much nicer toward Kevin and was shown eating through 2 pickle jars (juice and all)-and when Ben tries to transform into a different alien, Big Chill takes over anyway. When in Big Chill form, he becomes aggressive, devours anything metal (he ate an entire car wash and devours molten steel without side-effects), growls and attacks people. The similarities to Zs'Skayr was very frightening even as it's revealed that Big Chill was doing that so it could reproduce.
  • Not only does Big Chill override an attempt to turn into another alien, there's a scene where Ben suddenly stops mid-sentence with a vacant stare before slowly activating the Omnitrix and transforming into Big Chill.
  • At one point, Kevin transforms into metal, and Big Chill desires to eat him as well! Thankfully, Kevin swiftly turns into stone and Big Chill ended up ripping a hole in Kevin's suit.
• "Time Heals" gives us an Alternate Future where Hex and Charmcaster killed Gwen and took over the world. While the scene of Bellwood being invaded with Charmcaster's golems is bad enough, we also get to see what they did to the two other heroes: Kevin was forced to absorb the substance the golems were made of, resulting in him becoming Charmcaster's personal slave. As for Ben, we get to find him in jail, in his Spidermonkey form.... suggesting they were keeping him alive and forcing him to shapeshift just so they could torture him in his various forms.
• "Above and Beyond" gives us a plot where the Plumber's Helpers are trapped on a space station with Ben, who has inexplicably turned Axe-Crazy. While it eventually turns out to be an act to test them, this gives us an episode where Ben acts spectacularly creepy, stalking the Helpers throughout the station, attacking them out of nowhere, taunting and lecturing them and generally acting like something between a slasher movie killer and an Evil Mastermind. Who knew Ben would make such a scary villain? (except for when he turns into Rath).
  Manny: I know you're in here. Come out and show yourself! The others might be afraid, but I'm not scared of you!
  Ben: That's because the others are smarter than you.
  • The moments with Big Chill deserve a mention. Unlike in "Save the Last Dance", where Big Chill's actions were more feral, Big Chill in here acts just like Zs'Skayr from the Original Series episode "Ghostfreaked Out". It's also one of only two occasions where we see him smile.
    • Big Chill is completely surrounded by the Plumber's Helpers. He responds by hunching over, letting out a psychotic sounding Evil Laugh and then slowly sinks through the floor.
  • Echo Echo subjecting Helen to a a circular Wall of Sound attack with her trapped in the center (named as an Echo Chamber) before all of his clones let out an Evil Laugh.
  • Ben as Goop successfully tricking Pierce into letting his guard down by playing along with his assumption that something is controlling him before laughing and trying to suffocate him.
    Pierce: Ben, whatever's controlling you, you have to fight it!
    Goop: Help me, Pierce. I can't stop myself! You're my only hope!
    Pierce: What can I do to help?
    Goop: "What can I do to help?" You're pathetic!
    • As Pierce flees, Goop turns back into Ben, who simply watches him run with a darkly amused expression.
      Ben: You can run, but you can't hide.
  • Ben suddenly being right behind Alan as he turns around, in human form.
    Ben: Where are the others, Alan?
  • Grandpa Max's first message getting interrupted... by Humungosaur.
    • Ben's later transformation into Humungosaur is presented as the Plumber's Helpers staring up in shock as his shadow slowly looms over them.
    • How do they ultimately defeat Humungosaur? They have to resort to launching him out of an airlock.
  • Ben's default expressions in this episode? A Kubrick Stare and a Psychotic Smirk. It gets creepier when the dark lighting of the ship causes Ben's face to be illuminated by the glow of the Omnitrix's holograms.