History NightmareFuel / Ben10

* “Everybody Talks About The Weather”: let's talk about what happens to the victims frozen by [=DNAlien=] Freeze Guns. They are frozen in a grey metal that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. 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'' if not for Swampfire and Alan's heat abilities. Seeing people frozen in this way can be very unnerving, to say the least.
** Look at the picture of a frozen Gwen 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''...

* “Everybody Talks About The Weather”: let's talk about what happens to the victims frozen by [=DNAlien=] Freeze Guns. They are frozen in a grey metal that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. 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'' if not for Swampfire and Alan's heat abilities. Seeing people frozen in this way can be very unnerving.

* “Everybody Talks About The Weather”: let's talk about what happens to the victims frozen by [=DNAlien=] Freeze Guns. They are frozen in a grey metal that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. Basically, the victims are frozen, instantly, 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'' if not for Swampfire and Alan's heat abilities. Seeing people frozen in this way can be very unnerving.

* “Everybody Talks About The Weather”: What happens to the victims frozen by [=DNAlien=] Freeze Guns. They are frozen in a grey metal that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. Basically, the victims are frozen in a substance which will not melt under normal circumstances. Meaning, that the heroes could've remained frozen ''forever'' if not for Swampfire's abilities. Seeing people frozen in this way can be very unnerving.
** Look at the picture of a frozen Gwen for example. The way her eyes are shut tight 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''...

* It is stated in no uncertain terms that the Alien X featured in ''Alien X-Tinction'' ''killed'' at least a few Ben Tennysons, and possibly their Gwens and Maxes. The Ben in the cold opening was at least able to live, but the Ben from Maximillian's universe was not so lucky. Keep in mind that all of these Bens were minors as young as 10.

** The transformation for Cannonbolt had Ben's body ''[[InflatingBodyGag inflate]]''.

* It's even harder to watch his first transformation into Heatblast, considering the fact he looked completely terrified and, the more worrying part is, for all we know it could've also been an ''immensely'' painful experience for him.

*** Ben's later transformation into Humungosaur is presented as the Plumber's Helpers staring up as shock as his shadow slowly looms over them.

*

* In Mystery, Incorporeal, Darkstar appears to have a cult under his control. He drains one of the girls in the cult of life force. Another girl, who appears to be her sister, replies by saying "Margie's so lucky" ''When Margie has just been left a dessicated husk.''

* [[EldritchAbomination Dagon]]; his minions, the Lubracas, are weird demonic creatures with the ability to brainwash humans merely through physical contact. And they are just bugs compared to Dagon himself, whose debut saw him convert almost all human beings into his minions, defeat Ultimate Way Big and give a FamilyUnfriendlyDeath to King George, by striking him with lightning, stripping him of his immortality and turning him to ashes.

** Ripjaw has Ben's mouth distorting itself and growing monstrous teeth.
** Fourarms, [=XLR8=], and Wildmutt in the original series have Ben's muscles growing in a quite disturbing way, making it look like his nerves are becoming apparent.

** Diamondhead's transformation sequence shows his signature crystals growing out of Ben's skin, before a closeup of the yellow crystals of his eyes covering his eyes (although thankfully not in a way implying an EyeScream.)

** The [[AllThereInTheManual pop up trivia versions]] of some original series episodes state that the detailed sequences are slow-motion versions of the more common flash of green light transformations.

* Eon in his first (albeit non-canon) appearance was damned ''creepy.'' What do you do when a TimeMaster doesn't like you? [[Series/DoctorWho Basically, run]]. His time ray causes RapidAging, and the first guy we saw him used it on looked like a half-decomposed corpse... and was still alive. His body had become so brittle that at one point, a not-very-hard touch causes the guy's arm to break off (and we learned his ability to feel pain was very much intact.) You probably sighed with relief when the poor guy [[AlmostDeadGuy finished his exposition]] and died. There's also the way he stalked Ben: staying out of step with reality, he could follow Ben anywhere unseen. You know that weird little blur in your class picture? That's him. Watching you. It's hard to describe, but the handling of him when he'd approach Ben was more like a horror movie's supernatural foe than one of Ben's standard enemies. Also, when he's around, ''no one'' can help Ben, because Eon is fond of TimeStandsStill. You and a bunch of heavily armed Plumbers are getting ready to show this guy who's boss... and suddenly the Principal starts to talk... very... slowly. Then you're the only one moving... you, and the guy responsible for the most FamilyUnfriendlyDeath in the history of the franchise, who hasn't done it to you ''yet'' because he ''needs'' you, and who's been looking over your shoulder at school and at home and ''everywhere.'' Unlike Vilgax or Dagon or any other BigBad, there's not an alien in Ben's arsenal[[note]]Okay, he'll eventually get Clockwork.[[/note]] that makes Eon less of a threat. Every time Ben encountered him - and all the times Ben had no idea he was there - Eon could have killed Ben at his leisure and there'd have been nothing Ben could do. His plan needed Ben alive and that's why Ben is still here.

* It's kind of a scary world to live in because of how easily it seems the world is doomed. One Xenocyte? Your whole world contains nothing but [[FacelessMooks DNAliens]] in short order. Death Star class ray guns are available to even ''comedic'' villains. Many planet, including [[InsignificantLittleBluePlanet Earth]], are considered so insignificant that the [[SpacePolice Plumbers]] will sometimes not even bother ensuring security to protect them, meaning few people would lay a finger if someone suddenly decides to conquer or destroy Earth (even in the light-hearted iteration ''Omniverse'', a character treatens to destroy Earth [[DisproportionateRetribution because a guy living on it won't marry his daughter]], and encounters ''no resistance whatsoever'').

* Anything related to Ghostfreak; from his creepy transformation sequence, to the nightmares he made Ben go through when he was attempting to escape, to his true form, to his scheme in season 3 covering Earth with darkness and turning everyone on the planet into monstrous mutants and to top it off, his laugh!

** Ghostfreak's motive in ''Ghostfreaked Out'' after escaping? It's either to possess or ''absorb'' Ben. He never makes it explicitly clear which, but Ben is only saved by the fact Ghostfreak can't bond with Ben when he's already in alien form. But he comes dangerously close.
*** Ghostfreak also lets Ben know that, due to how his species' DNA works, [[AndIMustScream he's been fully conscious inside the Omnitrix the entire time.]]
*** Ghostfreak's reaction to encountering Four Arms is incredibly creepy. "Hello, Ben. Been working out?"
* The entire episode with the the alien tick trying to purify the Earth... by devouring ''all of Earth''. This tick, dubbed "The Great One" by his followers, has already "purified" previous worlds, and you can see what it does to a planet as it feeds- mutate the environment into a completely inhospitable wasteland. It gradually poisons Yellowstone Park to the point plants have turned into living tentacles with mouths, Old Faithful becomes a sickening pustule of acid geysers, and the the atmosphere turns chalk white. Ben is unable to even lay a scratch on the Great One with any of his Original 10 aliens, practically skipping Grey Matter because he's so pitiful in every way but brainpower. Worse, this tick engorges and grows as it feeds, secretes blue pus, is infested with ''lice'', and sheds its skin to transform into a paler, nastier version of itself.

* Ghostfreak comes back, and now possesses some [[SarcasmMode 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 HiveMind. The planet is then infested in a [[Franchise/{{Alien}} 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 Ghostfreak 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.
* Reirassic III's debut- he had his arm ''severed'' by a desert parasite, complete with indigo AlienBlood 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.

* 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''), growls and attacks people. The similarities to Ghostfreak was ''very'' frightening even as it's revealed that Big Chill was doing that so it could ''reproduce.''

* “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 Spider-Monkey form.... suggesting they were [[AndIMustScream 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 AxeCrazy. While it eventually turns out to be [[SecretTestOfCharacter 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, [[IShallTauntYou taunting]] [[BreakThemByTalking 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?

** 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 Ghostfreak from the Original Series episode “Ghostfreaked Out”. It's also one of only two occasions where we see him smile.
** Echo Echo subjecting Helen to a a circular Wall of Sound attack with her trapped in the centre, ([[CallingYourAttacks named as an]] [[PunnyName Echochamber]]) before all of his clones let out an EvilLaugh.
** Ben as Goop succesfully tricking Pierce into letting his guard down by [[SureLetsGoWithThat playing along with his assumption that something is controlling him]] before laughing and trying to ''suffocate him.''

** Grandpa Max's first message getting interrupted... by ''Humungosaur.''

* Eon in his first (albeit non-canon) appearance was damned ''creepy.'' What do you do when a TimeMaster doesn't like you? [[Series/DoctorWho Basically, run]]. His time ray causes RapidAging, and the first guy we saw him used it on looked like a half-decomposed corpse... and was still alive. His body had become so brittle that at one point, a not-very-hard touch causes the guy's arm to break off (and we learned his ability to feel pain was very much intact.) You probably sighed with relief when the poor guy [[AlmostDeadGuy finished his exposition]] and died. There's also the way he stalked Ben: staying out of step with reality, he could follow Ben anywhere unseen. You know that weird little blur in your class picture? That's him. Watching you. It's hard to describe, but the handling of him when he'd approach Ben was more like a horror movie's supernatural foe than one of Ben's standard enemies. Also, when he's around, ''no one'' can help Ben, because Eon is fond of TimeStandsStill. You and a bunch of heavily armed Plumbers are getting ready to show this guy who's boss... and suddenly the Principal starts to talk... very... slowly. Then you're the only one moving... you, and the guy responsible for the most FamilyUnfriendlyDeath in the history of the franchise, who hasn't done it to you ''yet'' because he ''needs'' you, and who's been looking over your shoulder at school and at home and ''everywhere.'' Unlike Vilgax or Diagon or any other BigBad, there's not an alien in Ben's arsenal[[note]]Okay, he'll eventually get Clockwork.[[/note]] that makes Eon less of a threat. Every time Ben encountered him - and all the times Ben had no idea he was there - Eon could have killed Ben at his leisure and there'd have been nothing Ben could do. His plan needed Ben alive and that's why Ben is still here.

* [[EldritchAbomination Diagon]]; his minions, the Lubracas, are weird demonic creatures with the ability to brainwash humans merely through physical contact. And they are just bugs compared to Diagon himself, whose debut saw him convert almost all human beings into his minions, defeat Ultimate Way Big and give a FamilyUnfriendlyDeath to King George, by striking him with lightning, stripping him of his immortality and turning him to ashes.

** “Malefactor” reveals the reason for Malware's monstrous appearance and all but demonstrates his KnightOfCerebus status. When he and Present Ben meet for the first time, Ben is furious and a bit scared at the sight of him. Now keep in mind that Ben himself stated that he's faced many foes such as [[TheDreaded Vilgax the Conqueror]] and [[EldritchAbomination Diagon the Destroyer]]. [[FridgeHorror What has Malware done to make Ben of all people scared of him?]] Malware even hinted at it, saying something to the effect of Ben knowing better than anyone what Malware is capable of. Chances are that he ''wasn't'' talking about the worst thing he'd done in that episode to that point (serving as a distraction so Khyber could scan this alien moth animal for the Nemetrix.)

** He only ends up getting worse as the season progressed, ultimately proving to be a full-fledged ''[[WesternAnimation/TeenTitans Slade]]'' {{Expy}}.

* The Forever Knight. The Forever Knight is the cunning and manipulative antagonist of Season 3, usually hiding in the shadows while either Kevin or another villain does his dirty work. At this time, Ben has only fought him once, but the Forever Knight managed to play into Ben’s insecurities. It’s rather shocking coming from this show, seeing as it was playing it safe with the first three seasons.

* “Which Watch”: Charmcaster mutates Kevin into a horrible monster, and her words echo a certain someone she was associated with...

* It's even harder to watch his first transformation into Heatblast, considering the fact he looked completely terrified and, the more worrying part is, for all we know it could've also been an ''immensely'' painful experience for him. Physically.

** That same episode gives us Toepick, one of Ben's aliens form. At first it seems to be an ordinary alien with a helmet. [[PleaseKeepYourHatOn Then the faceplate opens, revealing it's horribly grotesque face]]. [[TakeOurWordForIt We're never shown its face]], but if Psyphon's screams of terror are any indication, it's better if we didn't. Even more so, Zombozo is established as NightmareFuel incarnate, and yet Toepick terrified him at least as much (maybe worse) than Ghostfreak.

* “Store 23” was about Ben trying to find the legendary 23rd Mr. Smoothy store and lots of wacky hijinks ensue. Now, why is this episode on this page? Because Ben stumbles into a universe where 23 Ben is more of an AttentionWhore and has FantasticRacism against all aliens since Max died ''before'' Ben got his Omnitrix. As a result, 23 Ben didn't get the moral support and CharacterDevelopment that would make him become the hero he was today. Wanna make it even worse? He ''nearly [[MoralEventHorizon ripped this dimension's Azmuth in half]]''!

* The Psycholeopterran whose DNA Khyber was taking is kinda hardcore. It makes you see your fondest desire, but it is a predatory beast. Most LotusEaterMachine scenarios give you a long time to realize the world's wrong and marshal your HeroicWillpower, or your friends come and rescue you, or something. This thing, you've got about five seconds in la-la land before this thing ''eats you.'' And just think, ''aliens use this thing as a GRatedDrug.'' If it's improperly contained, enjoy your Website/{{Darwin Award|s}}.

*** And it's also a traumatic experience for poor 11-year-old Ben. It filled him with such rage that he actually ''tried to kill Malware'' by setting the Omnitrix to overload the rogue Galvanic Mechamorph, ([[NotQuiteDead Not only did Malware eventually reform himself and flee in secret]].) The incident left Ben unable to turn into Feedback for the next five years. It also left him traumatized to the point where he won't even talk about Feedback in the present time.

** And we finally find out ''why'' Ben's so afraid of Malware. He painfully tore Feedback out of the Omnitrix and destroyed him. As if that weren't bad enough, there's how he did it. Red lines spread over Feedback as either the Omnitrix emits a ''horrific'' [[HellIsThatNoise screeching noise that sounds like a dying fax machine mixed with AOL]], until Ben has been ''pulled out of him'' and Feedback is just hanging limply in Malware's hand before Malware ''causes him to wither and disintegrate into dust right in front of Ben!'' So on top of all the ''other'' reasons this guy is so scary Ben knows he can destroy his aliens in a horrific fashion if he ever gets the chance. No wonder Ben's scared of him.
*** And it's also a traumatic experence for Ben. It filled him with such rage that he actually ''killed Malware'', ([[NotQuiteDead though he survived]].) It also left him traumatized to the point where he won't even talk about Feedback in the present time.

* Khyber's TrophyRoom is filled with bodies and body parts from various aliens that have been confirmed to be sentient over the course of the show. This includes an Ultimate Vaxasaurian (Humungousaur's species) skull, ''[[WesternAnimation/TransformersAnimated Grimlock]]'''s sword, a Geochelone Aerio (Terraspin's species) shell and many others...

* Malware's birth in Azmuth's flashback is very scary. When Azmuth disconnected the Helix, a yellow and black puddle leaks out, eventually shaping itself into a Galvanic Mechamorph. He then displays his ability to copy and destroy technology, seems weakened.... and rushes at the closest innocent Galvanic Mechamorph around with claws at the ready. [[GoryDiscretionShot And then the flashback cuts off]].

* [[EldritchAbomination Diagon]]; his minions, the Lubracas, are weird demonical creatures with the ability to brainwash humans merely through physical contact. And they are just bugs compared to Diagon himself, whose debut saw him convert almost all human beings into his minions, defeat Ultimate Way Big and give a FamilyUnfriendlyDeath to King George, by striking him with lightning, stripping him of his immortality and turning him to ashes.

** The whole idea of the dream eater is kind of scary. Imagine the most scared you've ever been during the worst dream you've ever had. Now imagine a creature that is capable of putting you back there, and ''keeping you there indefinitely.'' Ben and company had to call a Galvan doctor to SaveTheVillain because there's no way to remove it without your face going with it - and Galvans are the smartest race in the ''universe.'' That means if you ran into this thing in the wild, there would be absolutely nothing you or anyone would ever be able to do about it; Earth doesn't just not have the means to remove it, the human brain may be ''incapable of the smarts it takes to develop such a thing.'' Pretty much any AndIMustScream scenario is scary, but this one makes ''damn sure'' you're gonna be screaming. Forever.

* In “The Ultimate Sacrifice”, Ben is trapped inside the Ultimatrix with the Ultimate Aliens come to life. Somehow they've become sentient and believe that he is keeping them prisoner and using them as desired, and are not happy with it... and they believe Ben's death will free them. You're treated to a scene of a flaming pit where Ben is going to be tossed into to roast alive, as several of his alien forms stand around chanting "Burn! Burn! Burn!"

* Simian is accidentally responsible for infecting his planet with Xenocytes- y'know, the nasty parasites who mutate anything they feed off of into a ''DNAlien?'' Just think of the DNAliens you've seen up until now, only as monkeys with four arms. Surreal and scary, huh?

* Aggregor; the guy is probably one of the most competent villains in the whole series, maybe the whole franchise. He did nothing but win for all his story arc, usually using the protagonists as pawns. And he was ready to absorb (which might as well be kill) five aliens in order to get their powers. Even worse, his final plan was to [[PoweredByAForsakenChild absorb a Celestiansapien child]]. This guy was in many way similar to Kevin 11 in the Ben 10,000 future during the point when he returned back to being evil.
** And when he finally get defeated, it's done at the cost of Kevin's sanity, causing to turn evil again and become even more AxeCrazy than he already was in his youth. He starts with just chasing people who causes him harm, initially just to beat them up, but then to kill them; by the finale episode, he completely snapped, now craving for more energy and power, and starts attacking allies and enemies indiscriminately just to absorb their powers. He almost acts like a drug addict, and his chasing of Gwen starts to sound like creepy stalker much like Darkstar.

* Zombozo shows up again, and while losing the source of his power has brought him down from "omnipotent god of MonsterClown-ness," he compensates by acting in a completely AxeCrazy, Joker-esque way. When we meet him, he'd just come back from burying some henchmen who'd displeased him. He kidnaps Ben's mother and places her in a deadly trap so she would die gruesomely while Gwen was watching, and attempted to shoot at Ben with acid. Worse is how Gwen punishes him for attacking their loved ones- it scares him enough to return him to his stupor he was in after Ghostfreak spooked him. The scene shows us Zombozo screaming in despair, then cut to a fast forward showing Gwen and Ben's mother waiting. When asked by Ben and Kevin what happened to Zombozo, she merely replies they "had an agreement".

* “The Gauntlet” has Cash, ordinarily a relatively harmless [[TheBully 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 [[DisproportionateRetribution 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.

* “Above and Beyond” gives us an plot where the Plumber's Helpers are trapped on a space station with Ben, who has inexplicably turned AxeCrazy. 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 through the station, attacking them out of nowhere, [[IShallTauntYou taunting]] [[BreakThemByTalking 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?

** 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 Ghostfreak from the Original Series episode “Ghostfreaked Out”. It's also one of only two occasions we see him smile.

* “The Gauntlet” has Cash, ordinarily a relatively harmless [[TheBully bully]], starting to use a Techadon hand as a gauntlet, using it as a toy initially. Then the gauntlet gradually takes over him, causing him to go way off the deep end and attempt to [[DisproportionateRetribution kill Ben as a revenge for making 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 it not be stopped, he would have probably been permanently mutated into a Techadon.