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    The Highbreed
Voiced by Dee Bradley Baker, Paul Eiding, Robert David Hall, Richard McGonagle, and Kevin Michael Richardson.

"We are not some kind of anything. The Highbreed is the only kind."

A species of Scary Dogmatic Aliens who attempt to invade Earth in season 1 and 2 of Ben 10: Alien Force. Highbreed believe themselves to be the first, and therefore genetically purest, species in the Universe, and that all other living beings are inferiors that need to be exterminated like vermin. While powerful on their own, they are unwilling to have direct contact with other species, and instead use genetically engineered Mooks, the DNAliens, to do their dirty work.

  • Absolute Xenophobe: All that matters is them; everyone else is vermin.
  • All Your Powers Combined: After Ben recalibrates their genetic makeup, this is what happens.
  • Always Chaotic Evil: Subverted; the only reason they are evil is because of their racist ideology. Reinrassic III gradually becomes nicer following his Enemy Mine with Ben, and, after he convinced his comrades to give up the whole Omnicidal Maniac way, they are no longer portrayed as evil.
  • A Nazi by Any Other Name: They are a race of aliens so obsessed with genetic purity that they seek to exterminate all other races, believing their gene pools to be "inferior".
    • While it is true that they are obsessed with genetic purity and believe all other races are inferior, the real reason they are trying to exterminate all other races is because they are all sterile due to inbreeding and are such huge dicks they want to take the rest of the universe down with them.
  • Authority Equals Ass Kicking: They are the ones leading the DNAliens, and a single Highbreed can handle Humongousaur in a hand-to-hand fight without any weapon or power.
  • Big Bad: In Alien Force's first two seasons.
  • Bizarre Alien Biology: They survive better in cold climates, have a pair of insect-like wings allowing them to fly, and feed through two retractable tentacles from their torso, which they use to drain water from the ground. Ben, upon witnessing Reinrassic III feeding, compared them to plants.
  • The Blank: 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.
  • Contrasting Sequel Antagonist: In comparison to Vilgax, who is a more or less solo villain with robotic mooks, and a single-minded goal to obtain the Omnitrix, a device that allows the wearer to become a wide variety of aliens, the Highbreed are an army with organic mooks, and despise every other species and make it their goal to wipe them out. They're also one of the few major Ben 10 villains to have made an authentic Heel–Face Turn.
  • Does This Remind You of Anything?: Their bright white colouration and conical heads are evocative of The Klan, befitting their Absolute Xenophobe beliefs.
  • Dying Race: The real reason behind their invasion; due to their Fantastic Racism, generations of inbreeding and isolation eventually made them vulnerable to illness, weaker and eventually sterile. They couldn't accept the idea of dying alone and wanted to take the whole universe with them.
  • Easily Thwarted Alien Invasion: Interestingly played with; the heroes are unable to stop their invasion using brute force, and Ben has to solve the conflict peacefully by solving their Dying Race problem so they won't feel the need to destroy the universe anymore.
  • Enemy Mine: Happened twice:
    • In "Darkstar Rising", Gwen convinces the DNAliens to help her against Darkstar after their Highbreed Lord was captured by him.
    • In "Alone Together", Highbreed Commander Reinrassic III is forced to team up with Ben after the two of them were accidentally trapped on a hostile desertic planet. This lead them to develop mutual friendship and respect, eventually leading Reinrassic to convince his species their way was wrong and to become Highbreed Suprême.
  • Evil Is Deathly Cold: Downplayed compared to most examples, but their color scheme has mostly "cold" colour, and they get stronger and more comfortable in cold climates. As a result, they frequently have their DNAliens build weather machines to keep their bases snowy.
  • Expy: Though Word of God stated it was unintentional, they are in many way similar to the Daleks.
  • Extra Eyes: Have 3-4 red eyes on their faces and 2 pairs on their chest.
  • Fantastic Racism: The very kings of this trope, to every single other species in the Universe. They take it to such extreme that they consider any form contact with other species potentially infectious, hence why they relies on the DNAliens as their armies. To illustrate: in the pilot, when one of them get bitten by Humongousaur, he blames him for "infecting" him and decides to react by destroying the entire city.
  • Heel–Race Turn: At the end of season 2.
  • Inbred and Evil: Their obsession with genetic purity led to much inbreeding and eventually sterility.
  • Irony: They wished to wipe out all species save their own due to their inevitable extinction, but now they have become amalgamated with those very races.
    • Ironic Name: The word Highbreed sounds like a pun on hybrid as well.
  • Knight of Cerebus: to the franchise as a whole; Not only were they played dead serious, even compared to previous villains, but their story arc marked the series taking a much Darker and Edgier turn for the show. When it ended, Alien Force lost a bit of said darker tone and became more childish.
  • Master Race: 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).
  • Omnicidal Maniac: Planned to wipe out all sentient life in the universe.
  • Only Six Faces: And not without good reason. All that inbreeding homogenised them.
  • Reality Ensues: Turns out following a xenophobic culture based on preservation of genetic purity and favoring inbreeding can cause a very severe deterioration on a long term.
  • The Right of a Superior Species: They believed all other species are inferior to them and only they are pure enough to exist. In reality, they were dying out, and want to take the entire universe with them.
  • Scary Dogmatic Aliens: The "Aliens Are Nazis" type.
  • Suicidal Cosmic Temper Tantrum: Their real goal; they know their own species is dying, so they intend to take the whole Universe with them.

The DNAliens
Voiced by Dee Bradley Baker, Jeff Bennett, Greg Cipes, Diane Delano, Paul Eiding, Will Friedle, Wallace Langham, and Richard McGonagle.

The Highbreeds' Mooks, created from other species by way of an alien parasite called a "Xenocite."

  • Assimilation Plot: The subjects of it.
  • Body Horror: The process of transforming a human into a DNAlien.
  • Combat Tentacles: Which they hide in their stomach, no less.
  • Cyclops: The Xenocite itself has one eye, so since they serve as a DNAlien's 'head', they have one eye as well.
  • Faceless Mooks: Cruelly deconstructed; the Highbreeds 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. Fortunately, they used a special weapon to restore their human forms the last time they fight them.
  • Half-Human Hybrid: They are created by infecting whatever species the Highbreeds 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. There are other DNAliens who aren't half human though.
  • Puppeteer Parasite: Xenocites attach to a host, altering their DNA and taking over their minds.
  • Spell My Name with an "S": Both "Xenocite" and "Xenocyte" are valid spellings of the parasites used to create DNAliens.
  • Super Spit: They can spit an extremely adhesive glue to immobilize their enemies as their main method of long-range attack.
  • We Have Reserves: The Highbreeds have entire legions of them, can produce many more, and consider them barely better than the other species they hate, so they have absolutely no qualm about sacrificing them if necessary.
  • Zerg Rush: While they are physically much stronger than a regular human being, as demonstrated in "Ben 10 Returns" when Ben is forced to face one in human form, a single DNAlien is no match for Kevin, Gwen or most of Ben's alien forms, and they usually go down like flies when facing the three of them. However, the Highbreed have an absolutely spectacular number of them, so they have managed on several occasion to defeat and capture the heroes or force them into retreat merely by outnumbering them.



Vilgax's assistant and lackey, introduced in season 3 of Ben 10: Alien Force (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 Word of God 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.

Alien Force & Ultimate Alien

  • Avenging the Villain: Attempts this on Ben to avenge Vilgax's apparent death. He fails.
  • Battle Butler: Vilgax's lackey, and while he doesn't fight that often, Reflected Glory shows he is quite capable to kick ass.
  • The Dragon: He claims to have been Vilgax's, but he was more of just a high ranking servant.
  • Evil Genius: He appears to be an brilliant scientist and often is the one building devices for Vilgax.
  • Expy: He does have some similarities with Desaad, with whom he shares a voice actor.
  • Lean and Mean: He's the skinniest character in the show and is pure evil.
  • Meaningful Name: Psyphon, as in "siphon" - his main role in Vilgax' schemes is using his technology to suck out other people's powers and give them to his master's.
  • Not-So-Harmless Villain: For most of the series, he was a rather passive character, usually leaving his master to 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.
  • Red Eyes, Take Warning: He naturally possesses red eyes.
  • Undying Loyalty: 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.


  • Ain't Too Proud to Beg: For all his talk of being the new master and no longer serving Vilgax, when he thinks he sees his former master's return, he immediately resorts to grovelling at his feet.
  • Animal Motifs: His appearance in Omniverse is rather shark-like.
  • Ascended Extra: 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.
  • Ax-Crazy: He takes glee in causing pain and harm to Ben and Rook, and considers eviscerating one of his own henchmen.
  • Badass Bookworm: A genius in technology and science, but also a remarkable fighter when given the chance to prove himself.
  • Bad Boss: Considers either thanking or eviscerating Bubble Helmet for bringing Ben to him. He just electrocutes him.
  • Batman Gambit: 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.
  • Characterization Marches On: 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 hammy and Ax-Crazy, with a stronger tendency for Evil Laughter and quirks.
  • Con Man: He has become Undertown's main crime boss by the time of Ben 10: Omniverse. Especially shown in Special Delivery, where he auctions off Fistina to date someone and tries to auction off a dwarf star.
  • Dragon Ascendant: Sort of; he doesn't exactly ascend to Big Bad status, but he does start his own business independently from Vilgax and becomes Undertown's main crime boss, making him the most recurrent villain outside of the Big Bads. Lampshaded multiple times. In Bengeance is Mine, he got tired of it, and decided he wants to work for Vilgax again.
  • Did Not See That Coming: Did not expect Ben to be willing to freely trade the dwarf star for the fish. He is smart enough to know that Ben, a hero, would never make that move.
  • Eye Beams: Demostrates this while fighting Rook.
  • From Nobody to Nightmare: 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.
  • Ineffectual Sympathetic Villain: As of Bengeance Is Mine, he's become this. He himself admits that he's not cut out to be a leader, that his gang makes fun of him, and that he'd rather go back to serving Vilgax.
  • Lethal Joke Character: He may be far more deadly in Omniverse, but he's predominantly used for comic relief.
  • Nice Job Fixing It, Villain!: 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.
  • Playing with Fire: It's only temporary, but he spends the duration of "Outbreak" as Heatblast.
  • Power High: 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.
  • Progressively Prettier: 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.
  • Red Eyes, Take Warning: Still has permanent red eyes, but now with irises.
  • Slasher Smile: Quite often due to his shark-like looks.
  • Smug Snake: 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 compared to the actual threats Ben fights.
  • Status Quo Is God: 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.
  • Took a Level in Badass: In Omniverse as he states himself, he was formerly the servant, but now he is the master.
  • Villain Decay: He was a Not-So-Harmless Villain 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 Idiot Ball several times and is defeated in rather embarrassing ways. Bengeance Is Mine has him mistake Bill Gacks for Vilgax (though to be fair, he gets that a lot), and reveal that his minions make fun of him (in contrast to earlier episodes, where they were afraid of him) and that he'd rather go back to being Vilgax's lackey than continue running his own operations.
  • Villains Out Shopping: Bengeance Is Mine shows him shopping for a sponge.
  • Vocal Evolution: His voice becomes deeper and more gravelly in Omniverse.



Voiced by Diedrich Bader

An Arachnichimp met during Alien Force. 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 Con Man hired by Highbreed 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 You Have Failed Me situation with his hirer. He later turns out to have survived, and comes back to help.

  • And I Must Scream: He gets turned into a card by Collectimus.
  • Asshole Victim: Non-lethal version; while he ended up surviving both times, two episodes featuring him end with him stuck in a less-than-pleasant situation (one where it seems like he was intended to die before the writers changed her mind), and considering how unsympathetic he is, we probably aren't mean to sympathize.
  • Bitch in Sheep's Clothing: In his first appearance, he appears to be a pretty nice guy until his act is revealed in the last minutes of the episode.
  • Black Eyes of Evil: In Omniverse.
  • Con Man: He only played the role of a prince to get the crystal for his employers.
  • Even Evil Has Standards/Pet the Dog: 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 DNAliens 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.
  • Flanderization: Omniverse drops his more redeeming qualities and instead focuses on him being an unscrupulous con man.
  • It's All About Me: He only looks to benefit himself... most of the time.
  • Jerkass
  • Karmic Death: He was hinted to have suffered this from the Highbreed who hired him at the end of his first appearance; this was retconned in Ultimate Alien as the Highbreed merely imprisoning him, allowing him to escape and come back alive and well.
  • Manipulative Bastard: He tried to be this with Ben during his first appearance, but ended underestimating Ben.
  • Multi-Armed and Dangerous: Four-armed to be specific, by virtue of being an Arachnichimp.
  • Underestimating Badassery: 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 out-gambits him.
  • Unexplained Recovery: He was turned into a card by Collectimus in "Collect This", but returned as Argit's business partner in "Color of Monkey". How he managed to return is left unanswered (and unquestioned, as none of the other characters mention it).
  • Warrior Prince: Subverted; he pretended to be this to get Ben's sympathy, but that was just a story he made up.
  • White Hair, Black Heart: In Omniverse.


Sunder the Retriever

Voiced by Powers Boothe (Alien Force, Ultimate Alien), David Kaye (Omniverse)

A Bounty Hunter introduced in Alien Force. Like many others before him, Sunder is usually seen intending to get Ben's Omnitrix.

  • An Axe to Grind: his signature weapon is an axe.
    • In Omniverse, he combines this with Epic Flail, throwing an axe head connected to a length of cable.
  • Cool Helmet: In Omniverse.
  • Diminishing Villain Threat: Omniverse has him beaten effortlessly by Ben as Shocksquatch in a Batman Cold Open, when Alien Force and Ultimate Alien presented him as a legitimate threat capable to fight toe to toe with Ultimate Spider-Monkey.
  • Good Scars, Evil Scars: he has a large scar on his left eye.
  • Hoist by His Own Petard: At the end of his first appearance, he ends up trapped in the Null Void by the effects of his own axe.
  • Pragmatic Villainy: He doesn't really care who he is working for, as long as he gets paid. As a result, Azmuth was once able to recruit his help.
  • Shout-Out: He rides something similar to The Goblin Glider.
    • What form did Ben take when they first fought? Yeah, Spidermonkey.
    • He's more blatantly a reference to Terrax the Tamer, a herald of Galactus and enemy of the Fantastic Four. It's most likely not a coincidence how similar they look.


Forever King Patrick

Voiced by Michael York
The leader of a Forever Knight faction trying to slay a dragon. Said dragon actually was an alien mapmaker who had been mistaken for a threat by the Knights and kept trapped 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 come back for revenge.

  • Aborted Arc: His faction's plan to find and invade the Dragon Homeworld never got a conclusion, and was completely dropped when Old George came back to unite the factions.
  • Anti-Villain: His faction wasn't concerned with gathering artifacts, but slaying dragons. The only dragon they managed to capture wasn't even a threat.
  • Benevolent Boss: He supports his men morally, and takes failure much better than Driscoll does.
  • Dropped a Bridge on Him: Though it wasn't shown onscreen, Derrick Wyatt stated that he and most of the Forever Kings died following the end of the Dragon story arc.
  • Evil Old Folks: Though not that evil, he still is the oldest Forever King to date after Sir George.
  • General Ripper: Even after the Dragon 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.
  • Orcus on His Throne: Unlike other Forever Kings, we never get to see him on the field. Possibly justified due to his old age.
  • Well-Intentioned Extremist: Unlike Driscoll, who just wanted to Take Over the World, he really believes he is protecting humanity by trying to slay this dragon and later prevent an invasion.



Dr. Joseph Chadwick

Voiced by Tim Curry, David Kaye (OV-44)
A scientist from King Patrick's faction who tried to kidnap Ship in an attempt to create a spaceship capable of going after the Dragon homeworld. He becomes the leader of the remaining Forever Knights in Omniverse.

  • Applied Phlebotinum: Uses a formula created by Dr. Jekyll (who was a Forever Knight) using alien DNA to mutate himself into a gorilla-like monster.
  • Ascended Extra: 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.
  • Beard of Evil: In Omniverse.
  • Emperor Scientist: By Omniverse he has become the new king of his faction of the Forever Knights, but is still a Mad Scientist.
  • Evil Genius: To Patrick's faction in Alien Force.
  • Exact Words: 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, what he really meant was "destroy all alien life on the planet".
  • Faux Affably Evil: In Omniverse; he was much less affable in Alien Force.
  • Good Scars, Evil Scars: He has a large scar on his right eye.
  • Herr Doktor: He's a Mad Scientist who speaks with a German accent.
  • Lean and Mean: In Omniverse.
  • Mad Scientist: He was the Forever Knights' tech expert before being promoted to king.
  • Not Quite Dead: He and Sir Morton presumably died at the end of Pet Project, only to come back in Omniverse.
  • One-Winged Angel: After mutating himself into a gorilla-like monster using Dr. Jekyll's formula. He becomes strong enough to even defeat Humungousaur.
  • Same Character, but Different: In his only Alien Force appearance, he had few characterizations beside being a classic Mad Scientist, and was a rather stoic character. In Omniverse, his psychopathic and sadistic tendencies are more pronounced, he dresses like a king rather than his original scientist attire, and his behavior generally is more Faux Affably Evil.
  • Villain Team-Up: With Will Harangue in Return to Forever.
  • What Happened to the Mouse?: His last appearance in Omniverse establishes that he survived, but he and the other Forever Knights are never seen again.


Sir Morton
Dr Chadwick's Dragon.

  • Badass Biker: In Alien Force, he was riding some kind of motorjet.
  • The Dragon: To Chadwick.
  • Dumb Muscle: In Omniverse. However, he's still intelligent enough to know when to disobey Chadwick.
  • Enemy Mine: Agrees to form a truce with Ben, Rook, Kai, and Wes, and help them escape Excalibur's chamber because they would all drown if he didn't.
  • Lightning Bruiser: In Omniverse, Ben express surprise that a guy as big as him and wearing such a heavy armor can move that fast.
  • Revenge Before Reason: 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.
  • Same Character, but Different: His Omniverse incarnation appears significantly more cartoonish in appearance and dumber than how he was in Alien Force. This also effected him positively as he's also willing to form temporary alliances with Ben, whereas his Alien Force incarnation followed a Revenge Before Reason approach.


Michael Morningstar (Darkstar)

A Plumber's kid met by Ben, Kevin and Gwen as they were looking for allies to fight the Highbreed invasion. Micheal Morningstar 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.

  • Actually Not a Vampire: In his first appearance, he drains life force from girls 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 outside of the Vladats.
  • And I Must Scream: His fate at the hands of Charmcaster at the end of Mystery, Incorporeal.
    • In subsequent appearances, the former trope no longer applies, as he has free reign to move and talk like normal inside Charmcaster's magic bag.
  • Antagonist Abilities: Of course the guy with the ability to suck the life force out of others is evil.
  • Bitch in Sheep's Clothing: In his first appearance.
  • Chronic Backstabbing Disorder: EVERY time he shows up he ends up double-crossing someone somehow (the only exception being War of the Worlds, where the situation was too big for him to take the risk). Comes back to bite him once Ben catches onto him.
  • Dark Is Evil: As Darkstar. His drained face is hidden beneath an iron mask, he dresses in a black outfit, and fires dark energy that drains life force.
  • Devil in Plain Sight: In his debut episode, "All That Glitters", he managed to fool all of the heroes into thinking he was a hero like them, except for Kevin, who was able to see through the act due to his jealousy of stealing Gwen from him.
  • The Dog Bites Back: He ended up disfigured when all the girls he had seduced and zombified turned against him and drained his energy, leaving him in the condition he is now.
  • Does This Remind You of Anything?: His habit of draining energy from girls is played up suspiciously to be like rape. Not to mention his attitude toward Gwen, who sounds a lot like a creepy stalker.
    • Not to mention he's behaving like a drug-addict with a dangerously high tolerance as of Ultimate Alien. He even has a withdrawal state note , a normal state note  and a high statenote .
  • Enemy Mine: Helps Ben and his friends against the Highbreed invasion, and later teams up with Kevin to gain an artifact only to betray him afterwards, and helps out again in Ultimate Alien's first season finale, only to make a failed backstabbing attempt in the end.
  • Energy Absorption: His signature power. It doesn't work on Ghostfreak, as he is a ghost-like alien, and therefore has no energy to absorb.
  • Evil Counterpart:
    • His powers work similarly to Gwen's, at least when she's not using magic. It's actually the affinity their powers have for each other that leads him to be drawn towards Gwen.
    • Several episodes also play him up as an evil counterpart to Kevin personality-wise as well as both of there powers based on absorption - this is especially the case after Kevin goes energy crazy and Gwen seeks consultation from Darkstar for the matter.
  • Evil Versus Oblivion: Even he doesn't want the Earth to be destroyed, and fights alongside Ben's team during the Highbreed invasion.
  • Expy:
    • His dark powers are similar to that of Raven.
    • Also the fact that he wears a helmet to obscure his hideous face, while being an intelligent, wealthy, tech-savvy mastermind makes him comparable to Doctor Doom.
  • Faux Affably Evil: He was fairly polite in his first appearance, where he played the hero, with no one seeing his true nature except for Kevin. Even after his true nature got exposed, he likes to refers to Gwen as "Lovely Gwen" and will sometimes throw in a kind word.
  • Jerkass: Oh God, yes. Probably one of the biggest examples in the whole franchise.
  • Knight of Cerebus: Played with in Alien Force. Despite never posing as big of a threat as more powerful villains like the Highbreed and Vilgax, when looking at his morality and the nature of his powers, he is one of the most frightening and sociopathic characters in the franchise. Dwayne McDuffie thought of him as being the most dangerous enemy, while stating Vilgax is the most relentless, and the Highbreed the most physically powerful. Couple this with his insatiable hunger for energy (as opposed to Vilgax who seeks to conquer worlds and obtain the Omnitrix, and the Highbreed who eventually see reason), and his method of killing (by sucking his victims dry of life-force). His first two episodes all heavily featured Nightmare Fuel, and the series tends to get Darker and Edgier whenever he shows up. Not so much in Ultimate Alien and Omniverse, where he heavily deteriorates as a threat.
  • Large Ham: He starts hamming it up after he gets original appearance back in Mystery, Incorporeal.
    Darkstar: Michael Morningstar is back! And I'm more beautiful than ever!
  • Light Is Not Good: 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 dark energy, but he once almost regained his original appearance, and presumably his powers.
  • Lightning Bruiser: His original light-based powers as Morningstar allowed him to be both fast and strong, best shown where he was able to overwhelm Kevin with a flurry of punches to his armored body.
  • Logical Weakness: His main power is the ability to absorb the life-force of others. Naturally this has no effect on beings with no life force in the conventional sense such as Ghostfreak.
  • Made of Iron: His Darkstar form is extremely durable, where he can shrug off attacks from the Highbreed. A coordinated attack from Ben's Team, which ended in Humongousaur stomping on him, only managed to knock him out.
  • Manipulative Bastard: One of the best examples in the series; so far he has managed to play Gwen, Magister Gihill, a Highbreed Lord, Kevin and Charmcaster like puppets.
    • Subverted in "Absolute Power", in which the heroes are completely prepared for his manipulation and inevitable double-cross.
  • Meaningful Name /Names to Run Away from Really Fast: "Morningstar." Sometimes used as a divine title for Jesus. More commonly used as the translation of "Lucifer" into English.
  • Mighty Glacier: As Darkstar; he still possesses powerful attacks, is super-humanly strong, and becomes more durable each time he absorbs energy, but he is no longer able to fly or go fast. Throw enough enemies at him, and he will get overwhelmed quite quickly.
  • Not So Different: 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.
  • One-Man Army: He has overpowered multiple enemies at once, including most of Ben's Team. He was only overwhelmed when Gwen called in all of the DNAlien minions that belonged to the Highbreed he kidnapped, followed by Ben's Team ganging up on him together.
  • Out-Gambitted: No one ever suspected he would betray Ben and company after he helped turn Kevin sane again. Oh wait, yes they did.
  • Satanic Archetype: His surname "Morningstar" is used as a translation for Lucifer, he also starts off with divine light-based powers but was using them for evil, not unlike the Fallen Angel himself.
  • Screw the Rules, I Have Supernatural Powers!: he is a firm believer of this trope, and even states it outright in his first appearance. Just check his quote.
  • Super Strength: After attaining his Darkstar form, his loss of speed has been compensated by his increase in strength. He can now tear through steel like tissue and lift up heavy objects with ease.
  • The Sociopath: He has no empathy for anyone but himself.
  • Steven Ulysses Perhero: Michael Morningstar.
  • Terms of Endangerment: Constantly refers to Gwen as "Lovely Gwen".
  • That Man Is Dead: "Michael Morningstar no longer exists. Now I am Darkstar!"
  • Token Human: Unlike the other Plumber's kids (with the exception of Cooper), Michael isn't an alien hybrid, he's just a mutant.

Michael Morningstar (Reboot)

In the reboot, Michael Morningstar appears as a teenage movie star playing an Edward Cullen Expy whom Gwen has a crush on until it's revealed that he is a real energy vampire who drains the energy given off by fans who adore him.

  • Actually Not a Vampire: He's a mutant, but he's still close enough to one.
  • Adaptational Early Appearance: In the first adaptation he didn't debut until Alien Force where Ben and Gwen were 15 years old, while here he shows up while they're still 10 years old.
  • Adaptational Villainy: He is somehow worse than the original incarnation of the character, having been doing evil for centuries rather than just as a normal teenager, and while the extent of the original Michael's dysfunctional relationship with Charmcaster was simply deceit, this version is emotionally and physically abusive toward her as well.
  • Bastard Boyfriend: To Charmcaster in her first appearance. Unlike the previous incarnation, who was just manipulative and unfaithful, this version is flat-out abusive toward her, frequently yelling at her in order to keep her submissive to him and forcibly taking her power for himself. Thankfully, she ultimately sees the light and gives him his comeuppance.
  • Bitch in Sheep's Clothing: To Gwen and any of his fans, so that he can absorb their energy.
  • Energy Absorption: This is once again how his powers work.
  • Deader Than Dead: Possibly, as he was turned into energy and trapped inside Charmcaster's book...which was later completely destroyed in "Which Watch".
  • Expy: He now has more traits reminiscent of Kevin 11, such as changing appearance after absorbing someone's energy.
  • Jerkass: Even before he's outed as a villain, he's a jerk to other people due to his fame making him arrogant.
  • Karma Houdini: In his first appearance, the energy he stole is recovered and he is humiliated, but the heroes are unable to actually charge him with anything so they just leave. After he vows revenge, along comes a fangirl to provide him with fresh new energy...
  • Light Is Not Good: His debut episode is even titled "Bright Lights, Black Hearts".
  • Lightning Bruiser: He's very efficient in battle, as Ben finds out the hard way.
  • Manipulative Bastard: He knows how to use his celebrity status to his advantage.
  • Really 700 Years Old: He implies that the teen star gig is just his latest scheme for adoration, and that he's been at it for hundreds of years.
  • The Sociopath: He still has no empathy for anyone but himself.



Voiced by Yuri Lowenthal (Alien Force, Ultimate Alien, Omniverse), Eric Bauza (Omniverse, Galvan form only), Tara Strong (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 Evil Counterpart after Kevin's Heel–Face Turn. 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.

Alien Force & Ultimate Alien
Albedo's Galvan form in Ultimate Alien

  • And I Must Scream: 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.
  • Anti-Villain: 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.
  • A Pupil of Mine Until He Turned to Evil: To Azmuth, though he was more an assistant than a pupil.
  • Badass Bookworm: 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 Vilgax double-crossed him, he successfully destroyed several Humongousaur drones before being taken down.
  • Being Human Sucks: 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!
  • Breakout Villain: He was most likely intended to be a dig at Ben 10 fanfic involving Ben knockoffs with their own Omnitrix, and even gets a design to reflect that. He has since gotten more appearances and even got to be the villain of a story arc in Omniverse due to his popularity.
  • Cursed with Awesome: 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 (though Word of God says he does actually like chili fries and is just using the human thing as an excuse).
  • Discard and Draw: 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.
  • Distaff Counterpart: Sunny, another cousin of Ben and Gwen.
  • Evil Counterpart:
    • 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.
  • Evil Is Petty: 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)
  • Evil Twin: Thanks to weird connections between the Omnitrix systems, his new default form is a Palette Swap of Ben.
  • Failure Is the Only Option: Double Subverted. He finally has the ability to turn back into his original form... only it's temporary.
  • Genius Bruiser: Word of God states that he has more control over Rath due to his superior intelligence, and thus his personality doesn't change as much as Ben's does while in the form.
  • Humanity Ensues: And gosh is he not happy about it.
  • Ineffectual Sympathetic Villain: 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 Anti-Villain.
  • Hoist by His Own Petard: Gets himself attached to a Cassiopeia dream eater he meant for Ben.
  • Insufferable Genius: 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.
  • Locked into Strangeness: When he was first introduced, he looked completely like Ben, however, a feedback caused by the Omnitrix, he turned into a Palette Swap of Ben.
  • Meaningful Name: "Albedo" refers to the reflection in physics and the state of purification in alchemy. Purification perceived by a substance turning white.
  • The Mind Is a Plaything of the Body: As a result of being trapped in Ben's form, Albedo has also developed many of Ben's habits and quirks, most notably Ben's liking for chili fries.
  • Never My Fault: 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).
  • Psychopathic Manchild: Subverted. His meddling with the Omnitrix forced him to turn into a clone of Ben, but he retains his age and wisdom.
  • Put on a Bus: He disappeared from Alien Force's "The Final Battle" without a trace, only to return halfway through Ultimate Alien.
  • Red and Black and Evil All Over: His color scheme.
  • Screw This, I'm Outta Here!: In "Double or Nothing," once he has his Galvan form back, he denies that he has any plans for revenge and expresses his intent to "get while the getting is good" and stay as far away from Ben as he can. Then he reverts back to Ben's form...
  • Small Name, Big Ego: 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, he blames this on Azmuth and Ben instead of owning up to his own mistakes.
  • Trademark Favorite Food: Chili fries, just like Ben. Though he blames it on Ben's DNA, Word of God is that is just an excuse, and he genuinely does like them. This statement is supported due to the fact he lacks Ben's taste for smoothies. Peanut butter and seaweed is one of Ben's favorites but Albedo thinks it tastes like feet.
  • Villain Team-Up: With Vilgax in the Alien Force finale. He is smart enough to expect a double-crossing, but fails to prevent it.
  • Voluntary Shapeshifting: 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.
  • Yank the Dog's Chain: Both of his appearances in Ultimate Alien have him suffer this.

As a Galvan

  • Ac CENT Uponthe Wrong Syl LA Ble: His intonation and pronunciation is slightly off and he makes a couple of grammatical mistakes while masquerading as Ben.
  • Big Bad: Of the Duel of The Duplcates arc.
  • Card-Carrying Villain: Delves into this in "A Fistful of Brains" where he starts using many stock villain quotes, to Ben's irritation.
    • Surprisingly averted in And Then There Were None, where he takes offense to him and the other evil Ben being called "evil".
  • Creepy Shadowed Undereyes: He sports these in his human form. Also see "Divergent Character Evolution below."
  • Dark Is Evil: His aliens have significantly darker colours than Ben's.
  • Discard and Draw: He uses an Omnitrix-looking device to "stabilize [his] transformations" and upgrades it to allow him to go ultimate again as well.
  • Divergent Character Evolution: His Palette Swap design aspect still exists in Omniverse, but he's using a backwards version of the jacket that Ben and he wore in Alien Force and Ultimate Alien as well as having the Ultimatrix on his right hand. His alien forms similarly still apply the Palette Swap, but they are no longer restricted to the eyes and symbol as they had 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).
  • Evil Makes You Ugly: Albedo's new versions of the Ultimate Aliens are far more monstrous than Ben's.
  • Evil vs. Evil: 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 M.O.D.O.K..
  • Face–Heel Turn: He never really was a nice guy, but a flashback in Omniverse reveals that he was very loyal and respectful to Azmuth, and was an ally with Ben when he was 11 years old (though weirdly enough, “Good Copy Bad Copy” seems to indicate that Ben does not remember it), teaming up against Malware. He did become a villain sometime between the events of the Omniverse flashback and Alien Force, 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 Alien Force and Ultimate Alien. In Omniverse, they have such an addictive effect on him that he will fall into Jabba Table Manners whenever some are presented to him.
  • Forgotten Friend, New Foe: Clearly, in "Good Copy, Bad Copy", Ben did not remember the first time they met and when they were allies. However in "Trouble Helix", Albedo never properly introduced himself to Ben, thus explaining why Ben did not remember him when they meet 4 years later.
  • From Nobody to Nightmare: 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 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.
  • Heel Realization: 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. Sadly, Ben then attacks him and causes him to lose the knowledge, reverting him back to what he was.
  • Ignored Epiphany: 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.
  • Ironic Echo: After he gets his Galvan form back, Ben tells him to simply leave in terms similar to Albedo's own back in "Double or Nothing." Albedo now insists that he deserves revenge after all that's happened to him.
  • It Is Pronounced Tropay: His name in Alien Force' and Ultimate Alien is pronounced Al-Bee-Doe. In Omniverse, his name is pronounced Al-Bay-Doe.
  • Jerk with a Heart of Gold: Before his Face–Heel Turn, he defended Azmuth and did not like the way Malware treated him, even though Albedo was so arrogant. Just compare him then to the cold hearted, vengeful, evil being he is now and you will see how far he has fallen.
  • Knight of Cerebus: 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 Evil Counterpart and 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.
  • Manipulative Bastard: In Omniverse, he tricks Rook into trusting him while posing as Ben by taking advantage of Rook's constant hope that Ben will actually listen to his advice.
    Albedo: "After that, it was easy; you were starstruck by your "hero". You wanted so badly to believe that the great Ben Tennyson would take your advice and better himself."
  • Motive Decay: In Alien Force/Ultimate Alien, 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.
    • And then in "And Then There Were None" and "And Then There Was Ben", he inexplicably joins the Evil Alternate Bens under Vilgax's command to defeat an alternate version of Ben, despite the fact he should know better, considering Vilgax betrayed him during their previous team-up.
    • He teams up with Vilgax yet again in "Malgax Attacks", after Vilgax has betrayed him twice.
  • Red and Black and Evil All Over: His transformations have red eyes and darker skin tone's than Ben's on top of his Palette Swap human form.
  • Remember the New Guy?: Sort of; he was introduced as a new character in Alien Force, but Omniverse establishes Albedo met Ben back when Ben was 11 years old, even though both he and Ben acted like they met for the first time in Alien Force.
  • Revenge Before Reason: Albedo always had an irrational need to seek revenge on Ben and Azmuth for percieved slights against him, but Omiverse takes this trope Up to Eleven. 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.
  • Sanity Slippage: He was initially content with becoming a Galvan again, but he's since devolved into a sociopath obsessed with revenge and world domination.
  • Shape Shifter Mode Lock: Zig-zagged, he can shift back into his Galvan form but he always turns back into Ben's form in the end.
  • The Sociopath: He had some sociopathic characteristics in his Alien Force debut, but he takes them up to 11 in Omniverse.
  • Spock Speak: He now talks like this.
  • Took a Level in Badass: After he suffered an extreme case of Villain Decay in Ultimate Alien, Omniverse makes him a bigger threat than he ever was before.
  • Villain Team-Up: With Khyber.
  • Vocal Evolution: In Omniverse, Yuri's performance is quieter and more menacing, whereas Alien Force and Ultimate Alien used a voice more similar to Ben's.
  • White Hair, Black Heart: He's sure not an Anti-Villain this time around.
  • Yank the Dog's Chain: In “A Few Brains More”, not only does Azmuth tampers with his Ultimatrix to return Albedo to Ben-mode, but then he regresses to Ben's 11-year-old self.



Voiced by John DiMaggio

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. In actuality, Ragnarok was part of the Rooter's conspiracy, and was the one who made Max think that Devin was his partner; Max never met the real Devin. And according to Word of God there is no real Devin.

  • Arch-Enemy: To Kevin for the one episode he was in.
  • Asshole Victim: Even if he didn't really kill Devin, the whole "destroying suns and killing millions of people for profit" definitely made him deserve his horrible death.
  • Bald of Evil: Well, he does have hair, but the top of his head is bald.
  • Generic Doomsday Villain: Aside from being an asshole who wants to destroy the sun for profit and killed Kevin's father (except not really), he gets little to no characterization.
  • Hoist by His Own Petard: Kevin drops him into one of the suns he set for destruction.
  • Implacable Man: He consistently No Sells attacks better than any other villain his side of Vilgax, which is impressive given that he's no larger or more physically imposing than the average human. To clarify, the only thing shown that knocks him off his feet isn't one of the heroes' attacks, but the gravity of the sun itself.
  • Names to Run Away from Really Fast: His name is Norse for destruction, and like his name, his motive is to sell energy from destroyed suns.
  • Omnicidal Maniac: His job is destroying suns and killing solar systems to take energy from them and sell it.
  • Red and Black and Evil All Over: His clothing is black on the outside and red on the inside.
  • Save the Villain: Averted. Kevin let him fall into the sun!
  • Skeletons in the Coat Closet
  • The Sociopath: It takes a real special kind of person to make a living of destroying the suns of inhabited worlds for profit.
  • The Stoic: shows no emotion at any point in the episode and speaks in a monotone voice, even while begging for his life.
  • Villains Want Mercy: He actually begged Kevin for help when he was about to be sucked in the sun. Guess how that worked out.
  • You Killed My Father: He killed Kevin's father. Omniverse throws this into question, considering Ragnarok is actually on the Rooters' payroll and the memory of Devin working with Max and getting killed is confirmed to be a false one. And according to Word of God, Devin never existed, so he's innocent of that crime.




Voiced by Tara Strong
Princess Attea

The princess and later emperor of the Incursean empire, who are a warrior race which seeks to conquer worlds.

  • Abusive Parent: Strongly suggested; Milleus does mention he put his wife in a stasis pod, and threatened to actually eliminate Attea.
  • Alpha Bitch: Sort of. She only acts like this towards Ben, but to every other character she has no ill will.
  • Arch-Enemy: 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.
  • Ascended Extra: She was a one-shot character in Alien Force, but becomes the Big Bad of Omniverse's third arc.
  • Bad Boss: Attea is awfully abusive toward both Raff and Dr Psychobos.
  • Bastard Understudy: Princess Attea to her father, Emperor Milleous. She is very patient and unlike the classic 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.
  • Big Bad: Attea is the main villain of Omniverse's third arc. While she first seemed like The Heavy, she was actually the schemer and quickly revealed herself to be The Man in Front of the Man and the real threat rather than her father. Ironically, her plan all along was to usurp her father, so the conflict with Ben and the invasion of Earth was one elaborate distraction, whereby once her father was out of the way she ceased conflicts with Earth.
  • Blood Knight: Much like the rest of her race.
  • Brooklyn Rage: Much like the rest of her race.
  • The Chessmaster: Especially in "The Frogs of War" where she uses Ben as a Spanner in the Works.
  • Cute Monster Girl: Princess Attea, the only known female Incursean so far, is significantly cuter and prettier and less ugly than her father and his minions. Considering her position in Incursean society it's likely the result of a better diet than most of her race along with her more active lifestyle than her rather sedentary father.
  • Daddy's Little Villain: Attea, especially in Omniverse.
  • Dating Catwoman: 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 Take That Lick can attest.
  • Dragon with an Agenda: To Milleous.
  • Enemy Mine: Attea and many other bad girls join forces with the good girls in "Most Dangerous Game Show".
  • Evil vs. Evil: They attempt to assassinate Vilgax so that they can conquer his planet.
  • Galactic Conqueror: She takes over from her dad.
  • God Save Us from the Queen!: Attea is now the new, iron-fisted regent of The Empire.
  • The Heavy: Princess Attea during Season 3 of Omniverse.
  • Manipulative Bitch: She had Milleous fooled for years on end.
  • The Man in Front of the Man: In Omniverse, while strictly speaking she still worked for Milleous, she was the one pulling his strings the entire time, despite being out on the field herself.
  • Missing Mom: 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.
  • Overlord Jr.: Princess Attea is considered this.
  • Pet the Dog: Attea helps to save Ben in "The Most Dangerous Game Show".
  • The Perfectionist: Attea tends to be this
  • Princesses Rule: Became ruler of the Incursean Empire, but as crown princess, and is preparing for her Ascension to Empress.
  • Psychopathic Manchild: Frankly, even after taking a level in Badass, Attea is nothing but a Royal Brat who throws a tantrum at the first occasion and has too much allowed to her.
  • Rape, Pillage, and Burn: 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.
  • Rapid Aging: Apparently, Incurseans age faster than humans; Attea grew up from child to teenager in only two years.
  • Rewarded as a Traitor Deserves: Attea puts this on Argit (though she doesn't kill him).
    Argit: "Attea, don't shoot! We had a deal!"
    Attea: (shoots him) "You had a deal. I had a whim."
  • Royal Brat: It's toned down in Omniverse, though still notable.
  • She Is All Grown Up: In Omiverse, in her words:
    Attea: "''Older and wiser."
  • Sitcom Arch-Nemesis: Attea has this dynamic with Princess Looma, even after agreeing to stop fighting over Ben, they just find something else to fight over and it's equally as petty.
  • The Starscream: She carries out Milleous's orders for some time, but has ideas of her own.
  • The Sociopath: She wished to destroy Earth to serve as fireworks for her coronation.
  • Sociopathic Soldier: Attea is a Type II. She'd be a mere Psycho for Hire if she wasn't a princess.
  • Speech Impediment: Like most Incurseans she speaks with a lisp.
  • The Starscream: Attea, to her father. She succeeds in Omniverse, though this was more subtle. She was tired of her father breathing down her neck.
  • "Take That!" Kiss: 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.
  • The Only One Allowed to Defeat You: 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. Feelings for Ben or not, part of this does play into Attea's plans to use Ben's Spanner in the Works status to her advantage and overthrow her father.
  • Took a Level in Badass: 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.
  • Try to Fit THAT on a Business Card!: Attea's full title is "General Attea, Princess, Scion, and Teen Supreme of the deathless Incursean Empire, Highest Commander of the celebrated Calaveras Legion.
  • Unknown Rival: Somewhat downplayed. Through the events of the third arc of “Omniverse”, Attea deeply resents Ben and makes their feud passionate. Ben on the other hand, not so much. While he doesn’t deny that she’s bad news and has grown a more capable villain, he pretty much just treats her like the same bratty, annoying control freak pest she was in “Alien Force”, considering her father Milleous to be the actual, more intimidating threat. It certainly doesn’t help when you compare the Incursean Empire in general to other threats Ben has faced...
  • Vocal Evolution: She has a deeper voice in Omniverse to match her Rapid Aging.
  • Villainous Crush: Ben's Bullfrag transformation causes Attea to develop one on him. She even gives him a We Can Rule Together offer after forging a truce with Earth and ending the Incursean invasion, provided he comes with her as Bullfrag. Considering Bullfrag's a well built "optimal" Incursean, can you blame her?
  • Villain Team-Up: She breaks Dr. Psychobos out of jail in "While You Were Away" and recruits him to work for her.
  • Warrior Princess: 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.


The Incurseans

Milleous voiced by Kevin Michael Richardson
Emperor Milleous and two of his guards

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.

  • Acrofatic: Milleous is fat, but he still has frog-like agility and jumping ability.
  • Affably Evil: 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 personal".
  • Aliens Are Bastards: 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. Then Attea comes back and overthrows him, but still wants to blow up Earth For the Evulz. And when Milleous comes back to power, he congratulates her for overthrowing him. Back in Alien Force they were only second to the Highbreed in terms of this trope, who until the end of Season 2 were alien Nazis.
  • Adipose Rex: Compared to his scrawny minions and his fit daughter, Emperor Milleous is stocky and fat. This is likely due to his status as Emperor allowing him to eat all he likes compared to his malnourished troops with his more sedentary lifestyle causing him to grow fat.
  • Arson, Murder, and Admiration: 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.
  • Ascended Extra: 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 Big Bad rank, with Attea as the Dragon-in-Chief.
  • Bad Boss: Milleous's Establishing Character Moment has him killing a mook, Frolic, for failing to protect Attea.
  • The Bad Guys Win: They successfully conquer Earth (with direct military might) halfway through "The Frogs of War" with some good use of Gambit Speed Chess, and hold it for a month. Ben almost loses it when he realizes that he has been completely defeated by villains he saw as C-List Fodder. Of course they lose possession of Earth in Part 2 due to internal politics, but that's another story.
  • Beauty = Goodness: Bullfrag (Ben) is significantly more muscular and less warty than the other male Incurseans. Word of God justifies this by explaining that most Incurseans are unhealthy due to poor diet, and Bullfrag is a healthy, genetically optimal specimen.
  • Blood Knight: 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.
  • Brains and Brawn: Emperor Milleous and Princess Attea have this dynamic. Attea is the Brawn due to her whole motivation being Rape, Pillage, and Burn, forgetting from time to time that the Incurseans are Galactic Conquerors not Omnicidal Maniacs, 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.
  • Brooklyn Rage: Most of them speak in New York accents.
  • The Caligula: Emperor Milleous is not all there and quite brutal. However, considering the whole species seems not much better...
  • The Chessmaster: Both Emperor Milleous and Princess Attea show themselves to be excellent players during "The Frogs of War." With Attea being the better player by relying on Ben being a Spanner in the Works.
  • Chronic Backstabbing Disorder: This is considered a standard procedure in their political system.
  • Decapitated Army: Subverted, as it doesn't work that way with them. They are a warrior race who would fight to the last frog even with their emperor and crown princess defeated.
  • Diminishing Villain Threat: 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.
  • Ditto Aliens: Milleous, Attea, Bullfrag, and Major Glorff have their own designs, but most non-named Incurseans (from the foot soldiers to an incursean civilian who made a cameo in "OTTO Motives") all look the same. This is why Attea couldn't find a suitor.
  • Dragon Ascendant: 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 getting away scot-free.
  • The Dreaded: The mere new of their arrival caused the whole alien population of Undertown to leave Earth in panic.
  • The Emperor: Milleous.
  • The Empire: They are called the Incursean Empire, but without a homeworld.
  • Evil Overlord: Milleous for The Empire as a whole and Attea for whatever planet is unlucky enough to be conquered by her personally.
  • Even Evil Has Loved Ones: 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, just-plain doesn't care for her father.
  • Fat Bastard: 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.
  • Forever War: In a sense, they will forever be at conflict with the Plumbers. The Incurseans refuse to recognize the authority of the Plumbers because they love war and the peacekeeping organization won't respect that. As far as the Plumbers are concerned, the Incurseans have blatantly committed crimes against other races.
  • Freudian Excuse: According to Azmuth, they became the space pirates they are now after a warrior from their planet (not an Incursean) tried to use the Ascalon Sword to end their constant civil war and unify their people, causing the destruction of their home planet in the process.
  • Galactic Conqueror: Pretty much what they try to do every day of the week.
  • Gambit Speed Chess: Emperor Milleous and Princess Attea can both play mean games as shown in "The Frogs of War" with their main Evil Plan 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. 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 Gambit Speed Chess match between father and daughter.
  • I Surrender, Suckers: Commander Sangfroid used this strategy against Rath.
  • Just You And Me And My Guards: When defied by Ben in a duel, Milleous just summoned his soldiers for help. Not that it was of much use, considering what Ben is.
  • Meaningful Name: Their name is derived from incursion, the Spanish word for invasion.
  • Not-So-Harmless Villain: 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.
  • Offing the Offspring: In The Frogs of War, Milleous threatens to do this to Attea if she messes up again.
  • Oh, Crap!: Milleous when Way Big's cosmic ray overpower's his flagship's Wave-Motion Gun.
  • Resistance Is Futile: 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?"
  • Sitcom Arch-Nemesis: Attea has this dynamic with Princess Looma, even after agreeing to stop fighting over Ben, they just find something else to fight over and its equally as petty.
  • The Sociopath: Both Attea and her father.
  • So Proud of You: Emperor Milleous congratulates Attea after successfully Out Gambitting everyone, himself included.
    • He also cheers her on in "Catfight" when he's watching Attea fight Ben (as Bullfrag), though he comments that she could do better than choosing him a husband.
  • Speech Impediment: All Incurseons seem to speak with a lisp.
  • Toothy Bird: They are anthropomorphic frogs, but they all have teeth.
  • Try to Fit THAT on a Business Card!: 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.
  • Vocal Evolution: Kevin Michael Richardson voiced Milleous in both Alien Force and Omniverse. But his Omniverse performance uses a much deeper voice.
  • Villainous Breakdown: 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.
  • War Is Glorious: It's a main part of their Hat. To the Plumbers, this doesn't fly.
  • Warrior Princess: 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.
  • Weaksauce Weakness: Methane cause them to uncontrollably suffocate. Since Swampfire constantly produce methane, he can as such defeat them by his mere odor.
  • You Have Failed Me: Milleous was getting impatient with his daughter's failures, and Attea well knew what she would expect. 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.



Voiced by James Arnold Taylor (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.

  • Beleaguered Assistant: His masters have a tendency to execute those who fail. He worries about securing a sector because Attea will yell at him again.
  • My Brain Is Big: It's a thing with his species.



Voiced by Dee Bradley Baker

"I am SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSerpent, the sssnake that walks like a man"

  • Bit Part Bad Guys: With the exception of "The Perfect Girlfriend" (where he is still not the main villain but is at least allowed to be somewhat competent), all his appearances consist in him showing up at the start of an episode and getting his ass promptly kicked by Ben, often in a comedic fashion.
  • Expy: He bears similarities with King Cobra from the Marvel Universe.
  • Not-So-Harmless Villain: 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 smart 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.
  • Smug Snake: As fitting for his snake-like appearance. He is quite arrogant, when really he is easily one of the lowest on the Sliding Scale of Villain Threat.

    The Vreedle family 

The Vreedle Brothers

Octagon voiced by John DiMaggio
Rhomboid voiced by Rob Paulsen
A duo of alien thugs well-known for being the biggest Leeroy Jenkins in the Galaxy.

  • All Your Base Are Belong to Us: 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: True to their hick sterotype theme, Octagon and Rhomboid love them some big guns.
  • Beware the Silly Ones: They are complete idiots, yes, but considering they have access to a lot of firepower and are more than happy to use it, they can actually be dangerous. In fact, their stupidity makes them even more dangerous, since you can't expect them to avoid actions threatening their own safety.
  • Bounty Hunter: Their business, though everyone seems to agree they suck at it.
  • Catchphrase: Octagon referring to things as "what you might call (exactly what the thing is)."
  • Delusions of Eloquence: Octagon likes to speak in Sesquipedalian Loquaciousness to make himelf look intelligent, but really he isn't fooling anyone.
  • Dumb Muscle: Both of them. Octagon usually is portrayed as a bit more intelligent, but overall they are both pretty dim.
  • Even Bad Men Love Their Mamas: They respect their mother, Ma Vreedle. Too bad she considers them failures. Until Oh Mother Art Thou.
  • Fat and Skinny: You probably figured that out already by the picture.
  • Fat Bastard: played with concerning Rhomboid; while he is a destructive Leeroy Jenkins 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.
  • Flanderization: Octagon was, to some extent, slightly smarter and more reasonable than his brother in their earlier appearances (not that it's saying much), actually trying to negotiate peaceful solutions only to fail thanks to his brother's outbursts. In all the following appearances they have, he is just as dumb as Rhomboid.
  • Heel–Face Revolving Door: 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.
  • Leeroy Jenkins: They don't know how to solve any problem without blowing up things.
  • Send in the Clones: 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. This is pretty much the only reason they are still around despite being the living incarnations of Too Dumb to Live.
  • Sesquipedalian Loquaciousness: Amazingly, despite their idiocy, Octagon has the habit to occasionally express himself like this.
  • Those Two Bad Guys: They are never seen without each others.
  • Too Dumb to Live: Oooooh, boy. They are major contenders for the title of stupidest characters in the franchise, with only Blukic and Driba potentially rivaling them. Their most noteworthy "accomplishments" include throwing a nuclear fusion grenade at Kevin in a space station (failing to realize it would not just kill Kevin, but everyone on board, including them), and accidentally activating a Universe-destroying Doomsday Device (with Octagon suggesting "retreating to a safe distance"). They have, in fact gotten themselves killed several times, and only survived through constant cloning.
  • Unexplained Recovery: They all but say this, though they explain it immediately after (turns out they're what you might call clones).
    Gwen: We saw you two go up in an explosion!
    Octagon: Yeah, that sort of thing occurs on a fairly regular basis.
  • The Unfavorite: They are both this to their mother, who prefers their younger brother Pretty Boy, who was cloned from a better batch of clone batter.
  • Vocal Dissonance: Octagon, the smaller and skinnier one, has a deep, gravelly voice, while Rhomboid, the larger one, has a high-pitched voice.

Ma Vreedle

Voiced by: Diane Delano

Octagon and Rhomboid's insane mother.

  • Crouching Moron, Hidden Badass: She looks just as silly and ridiculous as her sons, but, unlike them, she is a very competent and dangerous villain.
  • Disproportionate Retribution: Her son goes missing? Well, she'll destroy your sun if she doesn't get him back.
  • The Dreaded: She may be a comical villain, but she's still serious bad news whenever she shows up. Kevin is afraid of her. Even Vilgax is terrified of her.
  • Even Evil Has Loved Ones: She genuinely loves Pretty Boy, though her approach to protect him is... a bit extreme.
  • Fat Bastard: A rare female example.
  • Fat and Skinny: Fat to Pa Vreedle's skinny.
  • Friendly Enemy: She's become friends with Sandra Tennyson, Ben's mother.
  • Mama Bear: Messing with her Pretty Boy is a one way ticket to a world of pain.
  • One Bad Mother: She's wanted in 12 systems, banned in 27 others, and it's even rumored that she once made Vilgax cry. This rumor is later revealed to be true; Vilgax is terrified of her.
  • Pet the Dog: Decides to spare the Earth so Ben's mom doesn't lose her child after spending the episode trying to find her son.

Pa Vreedle

Voiced by Jeff Bennett (Ultimate Alien), Steve Blum (Omniverse)

Ma Vreedle's estranged husband, and Octagon and Rhomboid's father.

  • Same Character, but Different: In Ultimate Alien, he was fat, and wanted his sons to be Plumbers so they could have a better life than he did. In Omniverse, he's skinny like Octagon, and is a criminal just like his sons.

Isosceles Right Triangle Vreedle

Voiced by Beth Littleford

Daughter of Ma and Pa and the brothers' sister.

  • Bare Your Midriff: Her top shows her bellybutton.
  • Flat Character: She only appears in one episode of Omniverse, and makes a single cameo later.
  • Ms. Fanservice: Has a fair amount of shots focusing on her legs, midriff, and cleavage. Also, noticeably the only Vreedle shown to be (at least by Earth standards) somewhat attractive. Which is probably why...
  • Ship Tease: ...Rook finds himself, much to his dismay and confusion, attracted to her. As shown by her flirting with him, the feeling is mutual.

    The Techadons 

The Techadons
A series of very powerful, mass-produced robots that are sold as war machines by a mysterious, unknown organisation Inspector 13 is part of.

  • Adaptive Ability: Destroy one, and the factory will then produce another one immune to that method of destruction. Rinse, repeat.
  • Conservation of Ninjutsu: When faced one at a time, they were typically formidable opponents. On the occasion that several were fought at once, they went down like flies.
  • Demonic Possession/Cybernetics Eat Your Soul: 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.
  • The Determinator: 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.
  • Healing Factor: Even though they are just machines, they are capable of self-repairing as long as the damages aren't too extreme.


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