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Vilgax's design over the course of the various series
Voiced by Steve Blum (Original Series, Omniverse), James Remar (Alien Force, Ultimate Alien), John DiMaggio (Alien Force: Vilgax Attacks video game), Fred Tatasciore (Cartoon Network: Punch Time Explosion), Yuri Lowenthal (Reboot)

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

Ben Tennyson's Arch-Enemy. A sadistic, violent and ambitious alien Evil Overlord, Vilgax is obsessed with getting the Omnitrix so he can use it to create an army of shapeshifting drones able to adapt to any situation, and as such able to defeat anyone in the galaxy. Recognizable by his Cthulhumanoid appearance, he is considered the most dangerous and feared life form in the Ben 10 Universe.

  • Always Someone Better: For Psyphon. Ironically, his Alien Force incarnation is on the receiving end toward Ben.
  • Arch-Enemy: While several villains have been considered as major enemies to Ben Tennyson, Vilgax is by far the one considered (both in-universe and by fans) as the most important and iconic. It runs in the family; before Ben, he considered Ben's grandfather Max his archenemy. This goes to the point that, in the Grand Finale of Ultimate Alien, Ben is more worried about Vilgax than he is about Dagon. And rightly so.
  • Asshole Victim: The original series makes a point of brutally destroying or otherwise vanquishing Vilgax in particularly violent ways-and considering who he is, it's safe to say he deserves every second of it and much more.
  • Bad Boss: While it was hinted in Alien Force that he cared to some extent about civilians on his planet, it's clear in all series that he is awful to his subordinates; he openly threatens Psyphon with death twice, once threatened Rojo to "reduce her to dust" if she failed,and was seen testing mercenaries he just hired by unleashing his mooks on them. According to Word of God, he has such a reputation as a Bad Boss, almost nobody is willing to work for him, hence why he usually has to rely on Mecha-Mooks.
  • Batman Can Breathe in Space: He has been shown to breathe in space.
  • Beard of Evil: His iconic tentacle beard.
  • Big Bad: Original Series Season 1, secondary Big Bad in Seasons 2, 3, and 4, Secret of the Omnitrix movie, and Alien Force Season 3. He also serves as the True Final Boss of Ultimate Alien, and appears in the Grand Finale of Omniverse, ultimately kicking off his whole story due to a Stable Time Loop. He is basically this for the entire franchise.
  • Big Bad Ensemble: He Shares the Big Bad spot with Sir George and Dagon for season 2 of Ultimate Alien.
  • Character Development: Not that Vilgax ever really becomes a better person, but in time he seems to have reevaluated where his lifestyle was getting him. In the original series, he was focused on killing Ben to an insane degree, throwing away any allies and often proving his undoing. Come Alien Force he's a little more respectful of order and law, as well as better acquainted with his home planet. He's even willing to team up with Ben to save it from Zs'Skayr. In Omniverse he has an oddly dry and self-aware sense of humor, and is much more methodical with how he executes his plans. He eventually pulls off his biggest plan yet, nearly wiping Ben from all reality. All because he used his brain and charisma rather than his muscles.
  • Chronic Backstabbing Disorder: To date, the other villains he has teamed up with include Kevin 11, Albedo, Dagon and Eon. With the exception of Kevin (who betrayed him first), he double-crossed all of them once he had no more use of them. According to Word of God, this is, along with Bad Boss, the reason why he usually has to rely on Mecha-Mooks; most people are aware of how he treats his allies, and as such are unwilling to work with or for him. It's implied that he's been doing for a very long time in Omniverse, stating that he got exiled from his homeworld for "ambitious disobedience."
  • Cthulhumanoid: It’s worth noting that he's actually mistaken for another Great Old One in Ultimate Alien.
  • The Determinator: No matter how many times he fails to get the Omnitrix, he is still trying to go after it, even after the 5 years Time Skip between the original series and its sequels.
  • Didn't See That Coming: His biggest flaw. His defeats always result from something he didn't expect to happen and he has difficulty dealing with it when it happens.
  • The Dreaded: In a universe filled with Eldritch Abominations, Evil Sorcerers, Alien Invaders with Death Rays available on a large scale, Ghost Aliens, Evil Overlords, Monster Clowns, and psychotic mutants amongst other things, this guy is still considered the most dangerous being. Max has a major Oh, Crap! moment when learning about his return in the Original Show, and Ben is more worried about him than Dagon in the Ultimate Alien finale. And rightly so. Furthermore, his return to Vilgaxia sent even the Incurseans packing, thus securing his place as the most dangerous being in the Universe.
  • Establishing Character Moment: Two in the Original Series; his introduction in the series has him tracking Xylene's ship and urging his drones to catch up and get the Omnitrix, establishing his obsession with getting his hands on the device no matter what. In the season finale, his first meeting in person with Ben involves him shrugging off multiple punches from Heatblast (one of Ben's most powerful aliens at the time) without even flinching before throwing him across several buildings, establishing the kind of fighter he is.
  • Evil Overlord: Of the Galactic Conqueror variant. He rules his own planet, has an army and wishes to conquer the Universe.
  • Expy: A combination of Cthulhu for the appearance (squid-like being with claws a humanoid body) and Darkseid for the personality and context (sadistic Evil Overlord and merciless murderer who is The Dreaded in all the galaxy), along with a bit of Thanos thrown in for good measure (Galactic Conqueror and seeking out the most powerful weapon in the universe). Amusingly, he actually gets mistaken for a Great Old One by humans in Ultimate Alien. Also, the bio-implants in his arms seem to work a bit like Bane's Venom. In regard to the Darkseid portions, his Original Series and Omniverse voice actor, Steve Blum, would later voice Darkseid himself in Justice League: War. In addition, Alien Force even gives him Eye Beams that are capable of changing direction mid-flight, exactly like Darkseid's Omega Beams.
  • Flanderization: His tendency to backstab whoever he's working with. In the original series, his first Villain Team-Up with Kevin ends with him being betrayed instead. His team-up with Animo is mostly one-sided, with Vilgax ignoring him until the final act, where due to Animo being defeated first, Vilgax is left as the sole antagonist. When he tried to team up with Zs'Skayr in Alien Force, he was again betrayed. By the series finale of Alien Force, when he teamed up with Albedo, he betrayed him, and from then onward, almost every other character Vilgax assists ends up being betrayed by him, to the point that by Omniverse, Word of God had confirmed Vilgax uses robots because nobody trusts him, and his backstory firmly establishes that he's been backstabbing others for hundreds of years.
  • From Nobody to Nightmare: The Omniverse finale "A New Dawn" revealed that Vilgax was once a soldier who had been exiled to the outskirts of the galaxy for "ambitious disobedience." In the present, he is now Vilgaxia's ruler and a universally-feared world conqueror.
  • Galactic Conqueror: He isn't called "Vilgax the Conqueror" for nothing, you know.
  • Genius Bruiser: a Manipulative Bastard in a Juggernaut's body.
  • Hate Sink: Vilgax is one of Ben's toughest, imposing, and all-around powerful foes, but this hardly distracts that he's an utterly abominable sadistic monster with no real redeeming qualities. Among other crimes, he's razed entire innocent planets and has tried to mutilate a 10 year old for his watch, all while thinking he's entitled to all the power in the universe. Even his supposed "noble" qualities ring hollow, and he still has no qualms enslaving millions or wiping out whole dimensions to get what he wants. In a franchise where many major villains have some noble or even pitiable qualities, Vilgax is by far the most consistently evil.
  • Hijacked by Ganon: Don't ever expect him to just be a side-villain if he's working with another villain, because he's more likely to be the bigger threat. To give an example, in "Ben 10,000", the episode sets up Dr. Animo as the villain, but after Vilgax appears in the plot, Animo is defeated quickly by Gwen and Max and phased out of the plot rather immediately, in favor of both Bens fighting Vilgax.
  • Hijacking Cthulhu: Vilgax ends up as The Dragon to Dagon, a Cthulhu expy. That lasted as long as it took Vilgax to have his Dragon drop by with some special equipment, at which point he absorbed Dagon and took his power.
  • It's Personal: Initially, he was only interested in getting the Omnitrix from Ben, and couldn't care less about what happened to the kid after he got it (not that he minded killing him in the process). As the franchise progresses, however, his multiple defeats against Ben causes him to develop an intense hatred from him. By the time of Alien Force, he has essentially become obsessed with defeating Ben.
  • Joker Immunity: No matter what, he is going to survive whatever life-threatening danger he's gotten into, whether it be a nuclear explosion or being thrown into space (though his implants make that one outright plausible). Even in a future where he was literally torn to pieces, he's just brought back to life. The Omnifacts, however, confirm that Vilgax will meet his end approximately 200 years in the future.
    • It was actually lampshaded by Ben in the Alien Force finale:
      Ben: He has survived worse [than his own ship's explosion].
    • And again in the Ultimate Alien finale.
      Kevin: I thought Vilgax was dead.
      Ben: Which time?
  • The Juggernaut: Being sent away on a nuclear missile? No problem, he is back on business a few years later. Blown up inside his spaceship? We Can Rebuild Him. Trapped in a Phantom Zone? He somehow gets out of it. Hurled in space? He still comes back like it was a walk in the park. Demoted to Dragon by an Eldritch Abomination? He Out Gambits it. Nothing seems to stop him for long.
  • Large and in Charge: He is around Humongousaur-sized.
  • Made of Diamond: He survived a point-blank nuclear explosion, and that was before he got enhanced!
  • Major Injury Underreaction: He doesn't seem to care nor mind when his body is excessively damaged. Hell, the Original Series starts with him blown to smithereens. His response? He just starts griping about the fact he doesn't have the Omnitrix. He's probably used to damage of this caliber, as the above trope implies.
  • Motive Decay: He's initially content with just getting the Omnitrix and killing Ben in whatever way pleases him, but due to how many defeats he's suffered from Ben, he slowly stops caring about the watch and after a while, only seems content with killing Ben to the point of trying to wipe him from the multiverse entirely.
  • One-Man Army: In the Original Series, Vilgax could go toe to toe with Ben (who is himself a One-Man Army) in a fight (and fling him around like a ragdoll). By the time of Alien Force, Vilgax, even with his Diminishing Villain Threat, defeated the heroes of ten worlds and stole their powers. He was once seen easily destroying an entire spaceship of his own with zero effort.
  • Overarching Villain: No matter how dangerous Ben's enemies get, the position of Big Bad will always default to Vilgax one way or another.
  • Really 700 Years Old: Vilgax has been around since at least the 1700s, according to the Omniverse finale "A New Dawn".
  • Red Eyes, Take Warning: He is the main antagonist of the entire franchise and has red colored eyes.
  • Super Strength: His first fight with Ben had him punching Heatblast so hard he sent him flying through several buildings.
  • Ungrateful Bastard: "Vilgax owes allegiance to no one."
  • Villainous Valor: You'd think after many seasons worth of his fights with Ben ending with him getting crushed, blown up, shot into space, or even ripped apart that Vilgax wouldn't go within 100 feet of the kid. But no, each time he returns more and more to get what's his, to the point where his multiple deaths are just an annoyance to him, and he'll still sneer at anyone who goes against him, be they a little human kid or a powerful alien.
  • Villain Team-Up: With Kevin 11 in the season 2 finale of the Original Series, then with Albedo in the Alien Force finale. He ends up betrayed by the former and betraying the latter.
  • The Worf Effect: This happens to him in the third season premiere of Alien Force. After stomping all of Ben's aliens in "Vengeance of Vilgax Part 2", he gets clobbered by Diamondhead.

Original Series

  • All There in the Manual: Aside from what seems to be his natural ability to survive almost anything, the second season finale explained that the reason he survived his ship's explosion and ended up in outer space (his warship was destroyed on Earth) was due to using a teleport on his ship to escape the crash.
  • Came Back Strong: After Vilgax finally recovers in the Season 1 finale, he's far more physically powerful than he was before, having become twice as tall note  and with cybernetic implants in his arms capable of injecting steroids to increase his already substantial strength.
  • Dark Lord on Life Support:
    • Vilgax suffers crippling injuriesnote  in the series premiere while trying to capture the Omnitrix, and he spends the rest of the season in a healing tank slowly recovering.
    • Even after he recovers, he continues wearing a respirator, indicating his lungs may not have been fully repaired.
  • Evil Wears Black: His armor is mostly black.
  • Evil Sounds Raspy: By Steve Blum
  • Flat Character: A common critism of Vilgax, at least in the original series, is that he has very little depth or personality beyond his sheer ruthlessness and unrelenting lust for power. In the later series, considerable effort was made to flesh him out a bit more to emphasize his more pragmatic and charismatic side. Ironically, this disappointed several fans, who found Vilgax was actually more interesting and menacing as a single-minded engine of destruction.
  • Forgot About His Powers: In his first battle with Ben, Vilgax has the ability to simply stop the alien being used by touching the symbol with his finger. He does not use this ability in "Secret Of The Omnitrix", despite the fact that if Vilgax had tried it, both fights could have been a lot more easier.
  • For the Evulz: When asked if there's a safer way to remove the Omnitrix in Gwen 10 by Gwen, he asks "And what fun would that be?".
  • Implacable Man: He's totally unharmed by the vacuum of space, and even survived a nuclear explosion.
  • It's Personal: After Ben sends him to the Null Void, Vilgax's foremost obsession becomes killing him, versus before when Ben was just an obstacle to him obtaining the Omnitrix.
  • Just a Kid: Vilgax was not impressed to discover the Omnitrix was in the hands of a 10-year old boy.
  • Power Nullifier: Touching the Omnitrix symbol allows him to de-transform Ben. He doesn't use this again outside of their initial battle.
  • Sadistic Choice: In "Secrets", he attacks the Rustbucket and holds Gwen and Max hostage, and would only let them go if Ben handed himself over. Ben relented.
  • Sealed Evil in a Can: He tends to be put in a can of whatever sort between appearances, be it a healing chamber, a block of ice, or a pocket dimension. He's slightly unusual in that we see him out of the can first.
  • Villainous Breakdown: It's subtle, but every time Vilgax appears after the season one finale, he's slightly more erratic and he gets progressively more hellbent for the Omnitrix on Ben's wrist. Then again, when you're a galactic overlord constantly getting beaten down by a kid, his grandpa, and his cousin, that does guarantee a breakdown.
    • It’s made much more obvious in The Movie. He goes from just going after the Omnitrix to being bent on killing Ben to get it. This is the result of him being thrown into the Null Void, which he displays a Twitchy Eye whenever it's mentioned. This goes so far that he turns up a chance to get the Omnitrix if he shuts down its self destruct (which he's probably smart enough to do so) and save the universe because it doesn't involve killing Ben.
  • We Can Rebuild Him: In his first appearance, he is almost killed by a beam from the ship he was following. It takes the whole season, but he is eventually repaired and enhanced genetically and cybernetically, resulting in the look he has for most of the first series.
  • Would Hurt a Child: His Arch-Enemy is a ten-year-old, so yeah.

Alien Force

  • BFS: It can shoot beams, cut through diamond and coat itself with flames or crystals, amongst other things.
  • Diminishing Villain Threat: In Alien Force, Vilgax is smarter and more inclined to using schemes and manipulation, but physically less impressive and far less effective against Ben in a direct fight. You could argue this is justified due to Ben being more competent and experienced, but that doesn’t excuse things like Diamondhead pummeling him (then again, Ben's aliens age with him so as Ben is getting into his physical prime, so would his alien forms.)
  • Enemy Mine: With Ben in "Ghost Town", to free his planet. However when Ghostfreak took over Ben, Vilgax did attempt to kill both Ben and Ghostfreak at the same time.
  • Even Evil Has Standards: Subverted; his respect of the Galactic Code in "Vengeance of Vilgax" was, if anything, Pragmatic Villainy, as it allowed him to easily conquer 10 worlds without wasting any resources and gain several new powers in the process; plus, in the following episodes, he has no problem breaking said code.
  • Evil Is Petty: As shown at the beginning of "Primus", he technically has pretty much everything in his favor; he has conquered an empire of ten worlds, his people love him and he has acquired a large arsenal of powers. He still insists on going after Ben and the Omnitrix because he can’t stand the fact Ben was able to defeat him.
  • Eye Beams: A la Darkseid.
  • Kneel Before Zod: He attempted this on Ben in the finale after he took the Omnitrix from him. It didn't work.
  • Laser-Guided Karma: At the end of "The Secret of Chromastone", he is shown to have caught Ben's cold and is sneezing into tissues on his throne.
  • Noble Demon: It's implied in "Ghost Town" that he actually cares to some extent about his people. Unclear if he really was this or if it's just his Villain with Good Publicity status.
    • Apparently, he takes his job as his planet's protector very seriously. After all, he pretty much begged Ben for help in reclaiming his homeworld.
  • One-Winged Angel: As seen here. According to Word of God, he could always do this, but there weren't many situations where it would actually come in handy.
    • Fortunately for him, this form happened to fit the description of the alien worshiped by the Flame Keepers Circle, allowing him to play them as pawns in Ultimate Alien.
  • Power Copying: He begins defeating heroes across 10 worlds and absorbing the powers of those he defeated.
  • Pragmatic Villainy: He acts as an apparent benevolent ruler on his planet to ensure a Villain with Good Publicity status, and followed a galactic code to use it as a way to make his invasions easier.
  • Red Baron: "Conquerer of Ten Worlds". Omniverse simplifies it as just "The Conquerer".
  • Super Power Lottery:Having conquered 10 worlds, he has absorbed the power of their champions, including Ultimos.
  • Villain with Good Publicity: Implied to have gone that route since the Card-Carrying Villain persona didn't fare well for him. It worked out pretty well for him, as it let him conquer 10 worlds in a fairly short length of time, and the inhabitants of his home planet love him.

Ultimate Alien

  • Contrived Coincidence: His resemblance to Dagon, which he takes advantage of.
  • Deal with the Devil: He makes a deal with Dagon, an Eldritch Abomination, to free it from its can in exchange for the power to conquer the universe. Unfortunately for Dagon, he wasn't the Devil in the Deal.
  • Devour the Dragon: Somewhat Inverted. Kills and absorbs Dagon to take his godlike power for himself, but Vilgax technically was The Dragon in the whole thing. However, Dagon was his Unwitting Pawn the entire time, so it may have been Played Straight.
  • Eviler Than Thou: Dagon realized too late that Vilgax was not to be underestimated.
  • Did You Just Scam Cthulhu?: He successfully manipulated Dagon by faking submission, letting him kill George and eventually use a machine brought by Psyphon to absorb him, gaining his powers.
  • The Dragon: Becomes this to Dagon.
    • The Starscream: Ben instantly realized Vilgax wouldn't submit to this unless he had something up his sleeve. He was right, Vilgax let Dagon kill Sir George and beatdown Ben and company before stealing his power, absorbing Dagon in the process.
  • Elite Mooks: The Esoterica of the Flame Keepers' Circle are a lot more dangerous than his old Mecha-Mooks.
  • Exact Words: Vilgax assures Conduit Edward that he is going to "transform" the Earth.
    Vilgax: When I'm done with this planet, you won't recognize it!
  • God Guise: Was mistaken for the alien worshiped by the Flame Keepers' Circle, Dagon the Knowledge Bringer. He's just enough of a Manipulative Bastard to make complete use of this, gaining a group of very competent minions with Undying Loyalty towards him. This does have a drawback, however, as only his One-Winged Angel form resembles Dagon and he can't revert to his normal form in their sight. Bonus points as Dagon is named after an actual pagan god and a Great Old One. Ironically, he ends up becoming the very being he impersonated after absorbing it.
  • Godhood Seeker: He seeks to absorb the power of Dagon, the Eldritch Abomination he'd been impersonating. In the end, he succeeds.
  • How the Mighty Have Fallen: Subverted. While he's lost his empire (since he was declared dead, it ended up crumbling without him) and is trapped on Earth, he's gained a legion of surprisingly competent and dangerous henchmen who have Undying Loyalty towards him. In the finale, he ends up temporarily absorbing Dagon and becoming a Physical God — which is still his biggest accomplishment to date.
  • MacGuffin Delivery Service: His obsession with gaining Dagon's power causes him to deliver its heart's power back to the Eldritch Abomination, despite Ben warning him that him was being manipulate.d
  • Manipulative Bastard: Weakened from his previous battle, he gladly played first the role of a sideshow freak to regain his strength and then as Dagon, an alien worshiped by the Esoterica, to get himself a personal cult of followers that would do absolutely anything he desired. He even managed to trick Julie into working for him for a short time.
    • In the end, it turns out he was manipulating Dagon the entire time to steal his power.
    • And again after Ben defeated him and took Dagon's powers from him, he tried to corrupt Ben by convincing him to use it to go Knight Templar. He almost succeeded.
  • Nice Job Fixing It, Villain!: Dagon was crushing the heroes with little effort...until Vilgax made his move and absorbed his powers. His own ego pretty much does the rest.
  • Not So Different: Vilgax invokes this with Ben in the finale, claiming they both use power to impose their will on the universe.
  • Out-Gambitted: Dagon thought he was in control of Vilgax the entire time. He wasn't, Vilgax was really the one manipulating Dagon the entire time, thus making Vilgax the true Big Bad of the final season.
  • Physical God: After he absorbed Dagon. Then he gets turned back to normal by Ben.
  • The Starscream: He is eventually Demoted to Dragon by Dagon. When he reappears for the Grand Finale he loudly proclaims his Undying Loyalty to Dagon. Ben immediately calls him out on his bullcrap, believing that the real Vilgax isn't loyal to anyone but himself. Ben is completely right. Vilgax also manages to be a successful Starscream, tricking Dagon into attacking an energy absorbing device — bad news for Dagon since he's an Energy Being — sealing (possibly killing) him.


  • The Bad Guy Wins:
    • "Vilgax Must Croak" ends with him successfully escaping from Incarcecon and getting back to Vilgaxia.
    • "And Then There Were None" ends with him wiping out every timeline, including the main one, leaving only one that has a Ben without an Omnitrix, perfect for him to conquer.
  • Blatant Lies: When Ben agrees to free him so he can help him fight Attea, he immediately throws him at Eighteight and Attea before running away. When Ben catch him again later, he states that he knew Ben would easily defeat them and just did it as a diversion so they could meet again later. Yeah, sure...
  • Bond Villain Stupidity: He had the occasion to easily kill Ben while he was unconscious and in human form at the end of "Vilgax Must Croak", but instead decides to just escape the prison and leave him alive.
    • In a flashback sequence, Vilgax has 11-year-old Ben tied up and plans to feed him to his squid monsters. Pity he failed to make sure the rope was strong enough that an eleven-year-old child couldn't effortlessly break out of it.
  • Brought Down to Normal: He doesn't seem to have the powers he absorbed anymore, as he doesn't use them, was captured by the Plumbers off-screen, and was easily restrained. However, what he lacks in power, he makes up for in manipulative ability.
  • The Comically Serious: He is portrayed as this more than he was in the previous iterations. According to him though, comedy isn't big on his planet.
  • Composite Character: He appears to have the calmer demeanor and long-term planning abilities that Alien Force and Ultimate Alien utilized, but his general design borrows far more from how he looked back in the Original Series.
  • Crazy-Prepared: He created a contingency plan involving an army of squid monsters in case he was "thwarted one too many times" by Ben. He didn't die, but Bill Gacks activated this plan by accident.
  • Deadpan Snarker: He's got much more of a sense of humor in this series, whereas each previous iterations had him make very few jokes (the original series didn't have him making any at all, being the very first no-nonsense villain.).
  • Demoted to Extra: In the previous iterations, he had at least one arc where he was featured as the major antagonist. Omniverse seems constantly avoiding to use him as much as possible since in the eighty episodes of the whole series as he only got a few mentions and cameos, two appearances as a side-villain (and unlike the Dagon story arc, he doesn't hijack either of the main bad guys), one episode where he is The Heavy to Albedo, and only one two-parter where he actually is the Big Bad. All of the major story arcs are focused on different antagonists.
  • Didn't See That Coming: His plan in "And Then There Were None" fails because it never occurred to him that a Ben that never even heard of the Omnitrix could possibly be a threat to him.
  • Diminishing Villain Threat: Played With; on one hand, the only episode to feature him so far portrays him as a fairly threatening and competent villain treated seriously by everyone (except Ben); on the other hand, whenever he is mentioned outside of his appearances, he tends to be the butt of jokes, making one doubt of his status as The Dreaded.
    • Eventually Subverted in "And Then There Were None", where after several episodes of absence, he finally comes back, and actually succeeds in wiping out several timelines.
    • Played Straight again in "Vreedlemania", where he makes a brief cameo, only for Ma Vreedle to tell him get lost. Vilgax obeys her command, showing that he is afraid of her and that the rumor that she made him cry is true.
  • Fangs Are Evil: His teeth are notably portrayed as sharper than they were in the previous iterations.
  • Fusion Dance: He dons Malware's remains as a full-body suit in "Malgax Attacks", allowing him to combine the Mechomorph's abilities with anything else in his personal arsenal.
  • Jerk With A Heart Of Jerk: He throw himself in front of Ben when Attea shoots at him... so his manacles would get destroyed by the blast, allowing him to escape.
  • Lame Comeback: In "Vilgax Must Croak", he and Ben engage in lots of snarky banter, with Ben at one point getting one up on him by pointing out that once he got the Omnatrix it started a long cycle of him kicking Vilgax's butt. All Vilgax can say in response is a small embarrassed "no it didn't."
  • Manipulative Bastard: Has gained a reputation for this in Omniverse. So much so that the Plumbers plan to leave Vilgax in an entire automated prison complex all by himself so he can't manipulate anyone else ever again. He still ultimately manipulates his way to freedom.
  • Noodle Incident: He's horribly afraid of Ma Vreedle. The only detail we got is that Ma made Vilgax cry, and that's about it.
  • Not Me This Time: When Ben and Rook are escorting Vilgax to a high-security prison in "Vilgax Must Croak", they get attacked and Ben immediately assumes this is part of Vilgax's plan to escape. Vilgax, however, assures he has nothing to do with it. Turns out he is telling the truth: the attack was from Princess Attea, who wants him dead. He still eventually takes the opportunity to escape, though.
  • Offscreen Moment of Awesome: Somehow, the mere action to come back on his home planet saved it from Incursean invaders.
  • Say My Name: In "And Then There Was Ben", after all the Alternate Ben foiled his plan
  • Stable Time Loop: "A New Dawn" has a young Vilgax seeing a time-traveling Ben transform into multiple aliens with the Omnitrix. This caused his interest in such a device, leading to him becoming a warlord whose actions caused Ben to become a hero who would travel back in time. The episode also reveals how he obtained the Chronosapien Time Bomb he used in "And Then There Were None".
  • Status Quo Is God: At the end of "And Then There We None", he's captured and imprisoned by the Plumbers in another timeline. In "Universe vs. Tennyson", he's free and can be seen watching Ben's trial from his ship. No explanation is given how he managed to escape the Plumbers, let alone return to his own timeline.
  • Taking the Bullet: He does this to prevent Attea from destroying Ben, which seemed heroic... but it turned out this was a trick to destroy his restraints and escape later on.
  • Villain Has a Point: His argument to defend himself when accused of being behind the escape (that he would have perished with them had he tried to destroy the place) makes perfect sense. Vilgax also tells Ben that, while Ben could easily be rid of him by giving him to Attea, it will only allow the Incurseans to take over not only Vilgaxia, but by extension more planets.
  • Vocal Evolution: Steve Blum seems to have decided to tone down the guttural growling that the Original Series used for the character, in favor of him being calmer and quieter, probably to further allow him to make snide remarks.
  • Weak, but Skilled: Compared to how he was back in the previous iterations, he's not as physically dangerous through lacking his Juggernaut-yness that he had back the original series or his Super Power Lottery ticket that he had in Alien Force and Ultimate Alien, but he makes up for it with more manipulation and cunning than usual.
  • You Have Outlived Your Usefulness: He does this to Eon in "And Then There Were None".

Reboot Series
"I am Vilgax, Conqueror of Worlds!"

  • Adaptational Badass: This Vilgax is one of the strongest, most threatening portrayals since the original series.
  • Adaptational Heroism: Oh, he's still a power-hungry conqueror, but he's nowhere near as vengeful as the original. While his goals often brings him into conflict with Ben, he treats him more like a hindrance than an Arch-Enemy. He's even willing to work with Ben to defeat a common enemy, if only out of pragmatism.
    • It's worth noting that he had no interest in taking the Omnitrix at first, instead wanting to destroy it to be sure his powers won't be trapped inside it again. After Ben was apparently crushed with the Omnitrix, he was more than happy to leave and resume conquering the galaxy. It's only after he realizes how powerful it can make its user that he decided to take it.
    "It seems I have underestimated the power of the Omnitrix. Giving a mere child the power to challenge me, Vilgax the Conqueror. I think I'll take it!"
  • Adaptation Origin Connection: Inverted: In the Original Series, Vilgax and Max first fought each other when the latter was still a young man, decades before Ben was even born. In the reboot, they had no clue about each other's existence before "Vil" comes to Earth to retrieve his missing half.
  • And I Must Scream: When he is banished into the Null Void: unlike the Original Series, where it was a place full of dangerous creatures (which really wouldn't be a problem for Vilgax) in this version it's a completely blank space, where time is frozen and you are drifting forever.
  • Big "NO!": When he realizes Ben can change into a Galvanic Mechamorph and stop his ship from taking off.
    • He gave another one when The High Override trapped him in the Null Void.
  • Brought Down to Normal: Prior to the series, Vilgax was apparently stripped of his powers, which were stored in the Omnitrix in the form of "Gax". It doesn't stick, since he returns to full strength in the "Omni-Tricked" special.
  • Canon Character All Along: Originally introduced himself as "Vil" after meeting Ben as "Gax". He is initially nothing like his old series self, being a shrivelled husk in a cloak, until he steals Gax from the Omnitrix and returns to his more imposing true self.
  • Character Development: Inverted. When he crashes on Earth, he is a diminutive shell of his former self wearing rags and he humbly asks Ben to call him "Vil" while teaching him how to use Gax. However, he simply wanted to steal back the power that was taken from him and sealed in the Omnitrix. As soon as he does this, he returns to being the Vilgax we know.
  • The Comically Serious: Like usual, the only funny thing about Vilgax is how devoid of humor he is, which can make him frustrated when dealing with the antics of Ben or lesser evil partners like Dr. Animo and Zombozo.
  • Combat Tentacles: His arms are actually formed by five tentacles each compressed together. He can detatch them and use each one independently, allowing him to hit multiple targets at once or to trap opponents.
  • Composite Character: His appearance and inability to stay down are taken from the first series, but has Eye Beams similar to (but not exactly like) the Alien Force incarnation of the character. A toy also depicts him with a sword, much like said incarnation.
    • He also takes characteristics from Malware, the evil Galvanic Mechamorph from Omniverse. Like Malware, he steals an alien form Ben really liked using from the Omnitrix (Malware stole Feedback, while Vilgax stole Gax), and in his fully restored form, his design takes cues from Malware's too, like having darker skin and the crevices on his body glow red like Malware's Tron Lines.
    • It's revealed in Ben 10 vs. The Universe that he's a former student of Azmuth's, much like Myaxx in the original continuity.
  • Continuity Nod: His second appearance and onward features him with several blackened patches of skin, from the burns he got from falling into lava from his fight with Ben.
  • Curb-Stomp Battle: He's usually on the giving end of these, thanks to his tremendous strength and experience. Tetrax, Sixsix, and Kraab are ultimately no match for him, and he soundly defeats Ben in their first fight. The trope is flipped on him for once when Ben briefly unlocks Master Control.
  • Curb Stomp Cushion: While he clearly holds the upper hand for most of their rematch, Ben manages to get in some good hits by using his unpredictable transformations to catch Vilgax off-guard. Almost all of his battles with Ben in Season 2: the new Omni-Enhanced forms allowed Ben to better hold his own, but Vilgax was still clearly the stronger fighter (plus Ben often had help from others).
  • Didn't See That Coming: This is often the cause of Vilgax's defeats. He didn't realize Ben could transform into a Galvanic Mechamorph, which cost him his ship. He was also caught off guard by the Omni-Enhancements and Shock Rock's extraordinary power. He also underestimated Dr. Animo, who changed into Rath, in order to take him on directly.
  • Enemy Mine: Knowing full well how dangerous the Fulmini Empire is, he decided to ally with Ben to stop their invasion.
  • Evil Mentor: Vilgax and Ben develop a rather twisted student-mentor relationship throughout the second season, and is shown to be more knowledgeable of the Omnitrix than Ben, occasionally teaching him of its capabilities.
  • Eye Beams: Can shoot Frickin' Laser Beams from his eyes.
  • Good Scars, Evil Scars: His ship falls into a volcano in the season one finale, leaving him with several burned patches of skin in season two... which he's not very happy about.
    Ben: Hey, Vilgax! Nice tan line you got there!
    Vilgax: TAN LINE?!
  • He's Back: A villainous version. He was severely depowered and left withered and frail. Upon regaining his power, he returns to being The Dreaded galactic conqueror the universe knows him as. Also works as a meta example, since the reboot restores Vilgax to his roots as The Juggernaut One-Man Army after several shows of enduring Villain Decay.
  • How the Mighty Have Fallen: In this continuity, his physical strength and abilities were stripped from him and sealed in the Omnitrix as a form Ben only unlocks when Vilgax approaches Earth. Without "Gax", "Vil" is puny and weak, wears a tattered robe, and appears to be greatly humbled.
  • Humongous Mecha: He used one in the first part of "The Innervasion". It proved to be extremely durable (Omni-Enhanced Four Arms couldn't scratch it), but was taken down by Shock Rock thanks to The High Override's thoughts assisting him.
  • I'll Kill You!: "I will destroy you and then, I will destroy this world!"
  • "I Know You're in There Somewhere" Fight: No, really: when Ben as Shock Rock was under the influence of the High Override. Of course he made it in his own way, offering to leave Earth alone in exchange of the Omnitrix core.
  • Leitmotif: He's usually accompanied by a sinister choir and tribal drum riff.
  • Manipulative Bastard: With the help of the Weather Heads he succesfuly convinced Ben that using the Omnitrix was becoming a danger for the whole Earth and to give it to him. If it wasn't for Gwen Vilgax would have won right there.
  • Nigh-Invulnerability: He was submerged in lava at the end of Season 1. He only got some minor burns from it.
  • Not in This for Your Revolution: When he warns the Tennyson about the Fulmini invasion, Ben wonders why he cares about Earth. Vilgax replies he doesn't, but they are a threat to his own plans for galactic conquest and his wish to obtain the Omnitrix.
  • Not Me This Time: After most of what was left of Vilgax's Humongous Mecha and the car batteries of the campers went missing, Ben quickly accused Vilgax. He merely lampshades how he was still trapped in the energy box Shock Rock created. While Ben suspects he used autopilot or A.I., the culprit was actually Ben himself, who in his sleep was being controlled by The High Override to build a beacon to help the Fulminis invade Earth.
  • Not So Above It All: After Grey Matter got zapped trying to break the energy cage Vilgax was trapped in, he actually cracked a smug smile.
  • OOC Is Serious Business: When Ben unlocked Shock Rock, Vilgax flipped, warning Ben to not use it. He then savagely attacked him (despite spending the last few minutes up to that point calmly reasoning with Ben) while rambling how the alien must be destroyed before it becomes a threat for the planet. The season 2 finale proves his fears were not unfounded.
    • Also in "The Innervasion" part 2, where he tells Ben to escape while he'll hold off the robot chasing him. Because Ben was Shock Rock at the time, and the robot was trying to absorb his energy to send Earth's coordinates to the invasion force of the Fulminis.
  • "The Reason You Suck" Speech: Gave one to Ben in "The Innervasion" when Ben was reclutant to seal the Omnitrix's Chamber to stop the Fulminis, as this would made him unable to transform, accusing him to prefer his powers over the safety of his planet.
    "I always knew you were too childish to do the smart thing! Now I see you are also too selfish to do the right thing!"
  • Sealed Evil in a Can: In "The Innervasion" the High Override banishes him in the Null Void.
  • Taking You with Me: Attempts this on Ben when he transforms into Upgrade and causes his ship to fall into a volcano.
    Vilgax: Very clever, boy! But now, you've doomed us both! You can't run, and the Omnitrix can't help you now! If my ship goes down, you go down with it!
  • This Cannot Be!: Once Ben unlocks Master Control and he's on the receiving end of a Curb-Stomp Battle for once.
    Vilgax: It's not possible to change this frequently!
  • Treacherous Advisor: He instructs Ben on utilizing Gax, teaching him that mastering the abilities of a Chimera Sui Generis takes a lifetime of tempering. Despite it being a ruse to get close enough to steal his power back, he successfully got Ben to disintegrate a tree without causing a forest fire.
  • Vile Villain, Saccharine Show: As mentioned before, he's a lot more threatening that you'd expect from a comedy-oriented reboot of the franchise.
  • Villain Teamup: In season two he allies himself with Animo and Zombozo, hoping to use their technology to create and control his army of aliens from the Omnitrix. Neither alliance went well.

    Kevin 11 

Kevin 11 (Kevin Ethan Levin)
Voiced by: Michael Reisz (first appearance), Charlie Schlatter (remainder of Original Series), Greg Cipes (Omniverse and Reboot)

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

Original Series

  • Abusive Parents: Implied to have them, as he claims they threw him out due to his powers. Ultimate Alien reveals this to be untrue; his mother and stepfather didn't kick him out. He went insane after absorbing energy and demolished their house, and his insanity caused him to remember things differently. He's also an abusive father to his son Devlin as Kevin 11,000 in the future.
  • All Your Powers Combined: Downplayed. He absorbed the powers of Ben's original 10 aliens, but none of his additional forms such as Cannonbolt or Wildvine. This also serves as a bit of an Informed Ability considering we never see him using the abilities of Wildmutt, Grey Matter, Upgrade, or Ghostfreak. It's also worth mentioning that his powers function at 10% of the strength of the original. Although thanks to Ben's advice during the Chained Heat episode, Kevin learns that he can combine various abilities to increase their efficiency.
  • Anti-Villain: He could be considered a very rough Type II. Word of God is that he was always meant to develop into more of an Anti-Hero overtime.
  • Arch-Enemy: To Ben during the original series. He was the second most dangerous and personal, preceded only by Vilgax. Notably, he stayed that way in the Ben 10,000 future (as shown in the Original Series episode "Ken 10") before reforming (as revealed in the Omniverse episode "The End of an Era").
  • Ax-Crazy: In his first appearance alone, without gaining any of Ben's power, he plans to crash trains into each other to take valuables from the people that will be killed.
  • Barbarian Long Hair: He sports an impressive black mane, which is the only thing recognizable when he turns into a mutant alien. It really emphasizes his savage nature.
  • Big Bad: In season 2 of the Original Series, though he shares the position with Vilgax in the season finale
  • Blessed With Suck: Kevin's energy absorbing powers are useful, but also incredibly destructive and earn him the fear of those around him. It gets worse when he absorbs the Omnitrix's powers, as he can't shift into a human for long and eventually gets stuck as a monstrous alien hybrid.
  • Blood Knight: He seems to feel right at home on the Megacruiser, openly enjoying the gladiator style battles a lot more than Ben.
  • Body Horror: The result of his powers.
  • Blade Below the Shoulder: He often morphs his Diamondhead arm into a blade, which he notably uses to gut Slix Vigma.
  • Chaotic Stupid: As a kid, though he has some moments of actual planning. Kevin 11,000, however, was more calculating before his reform into a good guy.
  • Creepy Child/Eerie Pale-Skinned Brunette: A dark-haired, black-wearing kid living on the street despite being 11 years old, prone for Slasher Smiles, with destructive electrical powers and disturbing levels of psychosis for his age. And this is all before he starts physically mutating.
  • Dark Is Evil/Evil Wears Black: His clothing from his original human form is black.
  • Disney Villain Death: His apparent demise at the end of "Framed". Unsurprisingly, he survived.
  • Energy Absorption: His basic power allows him to absorbs energy from aliens, gaining part of their abilities in the process. Ultimate Alien reveals that it also has the sad side effect of making him go more and more AxCrazy.
  • Enfant Terrible: He is only one year older than Ben, yet he rivals Vilgax as one of the most psychotic villains in the show.
  • Evil Counterpart: He's a lot like Ben, but without any of his morals or standards.
  • Evil Laugh: He lets out an absolutely chilling one at the end of his debut appearance once he realizes that he's successfully absorbed all of Ben's powers.
  • Evil Makes You Monstrous: While Ben's alien alter-egos are usually bizarre to look at, Kevin's mutation is positively grotesque, an abomination cobbled together from bits of DNA he absorbed.
  • Good Scars, Evil Scars: Kevin 11,000 has an X-shaped scar on his chin.
  • Family-Unfriendly Death: Gives one to Slix Vigma by impaling him with his Diamondhead arm...and if Ben hadn't gone Cannonbolt, he would have been next.
  • Freudian Excuse: Everyone treated him like a freak and a monster because of his powers, so the unstable kid basically decided to do his damnedest to prove everyone right.
  • From Bad to Worse: Kevin started out as a small-time, albeit horrendously amoral delinquent with strange powers. Then he gets a taste of the Omnitrix and starts wrecking havoc on a larger scale. Then he mutates into a monstrous combination of all 10 aliens and becomes a savage, inhuman beast driven by his hatred for Ben.
  • Humanoid Abomination: As Kevin 11,000, he is capable of turning back to his human form, but still possess all the alien abilities he absorbed, and is capable of turning into one creepy One-Winged Angel form.
  • Inferiority Superiority Complex: He is arrogant and likes to say that he's the best, but his anger at people mocking him or calling him a freak exposes his insecurity. Kevin 11,000, on the other hand, does not seem to have such insecurity, outright saying he knows he's the best and is only attacking Ben and his family because he likes it.
  • Informed Ability: He boasts that his mutant form has all of Ben's ten original alien's powers, plus his own energy absorption ability, hence the nickname "Kevin 11". In practice however, he was never seen using his energy absorption power in this form, nor the abilities of Grey Matter, Ghostfreak, and Upgrade.
  • Jerkass: As he becomes more powerful, Kevin also becomes much more of a petty, bullying prick toward Ben. He frames Ben for his own crimes, mocks his attempts to reason with him, and spends as much time as he can treating the kid like garbage when their chained together on the Megacruiser.
  • Jerk With A Heart Of Jerk: He milks sympathy from Ben in his debut, only to pull a Redemption Rejection afterward.
  • Lack of Empathy: His response to being called out for potentially killing hundreds of people just to grab some quick cash? "No pain, no gain."
  • Lightning Bruiser: He has access to XLR8's speed (albeit he doesn't master it as well) plus the physical strength of Four Arms.
  • Lovecraftian Superpower: Absorbing energy from an alien allows him to acquire its power, but has the side effect to turn him into a disturbing hybrid of said alien and himself. Absorbing energy from the Omnitrix itself eventually causes him to turn into a very disturbing amalgam of all aliens.
  • Magic Pants: Zig-zagged. When he transforms into versions of Ben's aliens, his clothes change with him, even becoming Ben's clothes at times(though this might be because Ben's data was programmed into the Omnitrix). Yet when he mutates into his chimera form, his clothes clearly shred and he's shirtless the rest of his appearances. This is mostly averted as an adolescent, but used again as Kevin 11,000.
  • Master of None: As Kevin 11, he has the powers of all 10 of Ben's original alien forms, but they are diluted and only a fraction of what they should be. During a brief Enemy Mine team-up with Ben, he learns to compensate for this by using multiple powers at once, in combinations that Ben isn't capable of.
  • Never My Fault: He blames Ben for his mutation, even though technically, he was the one who tried to mess with the Omnitrix in the first place. He also blames Vilgax when the two become trapped in the Null Void, even though Kevin was the one who betrayed Vilgax.
  • Not So Different: Part of his introduction. Just like Ben, he is a kid with powers who is not afraid to use them to screw the rules. The difference is, Ben is genuinely altruistic and has some standards, while Kevin is a sociopath with no scrupples or empathy whatsoever.
  • Shape Shifter Mash Up: It happens whenever he absorbs Ben's powers, as he can't maintain control over the transformations the way the watch can.
  • Not Worth Killing: Ben tells him this word for word after defeating him for the second time. Unfortunately, this causes Kevin to lose all control of his anger and hate as well as his control over his powers, turning him into a chimera made from Ben's aliens.
  • Pet the Dog: In his first scene, he steals a bunch of tokens for Ben when the latter doesn't have money for the arcade. And this was before learning what the kid really was. Sadly, any shred of human decency is lost on him as he gets to know Ben better, and it takes a long, long time for him to gain it back.
  • Redemption Rejection: After defeating him for the first time, Ben offered to help reform him and get people to like him, even offering him a spot as an ally. Kevin seemingly accepted... only so he could get close enough to try and take the Omnitrix.
  • The Rival: To Ben, even after his Heel–Face Turn in Alien Force.
  • Sadist: Referred to as one by Slix Vigma in the Chained Heat episode.
  • Slasher Smile: His most frequent expression.
  • The Sociopath: He has a complete Lack of Empathy for anyone else.
  • Then Let Me Be Evil: "If they thought I was a freak before, just wait."
  • Troubling Unchildlike Behavior: In his introduction episode, he attempted to provoke an underground bus accident that would cause many people to die just so he could take money and valuables on their bodies. In alien and mutant forms, he is frequently shown trying to kill people in gruesome ways, typically using Diamondhead's Blade Below the Shoulder, all while smiling gleefully. Keep in mind that at the time, Kevin was 11 years old.
  • Took a Level in Badass: As Kevin 11,000, he's not only more powerful, but alot calmer and more calculating than his psychotic but immature kid self.
  • Took a Level in Kindness: Granted, we don't see it progress until much later, but his time in the Null Void and his chance friendship with Kwarrel helped restore his humanity both figuratively and literally.
  • Unexplained Recovery: During the third time he shows up (despite apparently being killed previously), his explanation of how he survived boils down to this, as well as a recap of what happened last time. He doesn't actually use the phrase, but it's implied.
  • Ungrateful Bastard: When Ben spared him in the original series, Kevin snaps and transforms into a hideous chimera of Ben's aliens.
  • Villain Forgot to Level Grind: Downplayed example in "Grudge Match", where he boasts that he knows all 10 of Ben's aliens and as such nothing Ben can do will surprise him. Unfortunately for him, Ben had acquired Cannonbolt in-between.
  • Weak, but Skilled: His powers as Kevin 11 are only a tenth as efficient as Ben's but he can combine them to overwhelm his opponents.
  • Woobie, Destroyer of Worlds: Implied in "Framed." When Ben calls him out on risking the lives of innocent people just to get back at him, Kevin responds as follows:
    Kevin: Nobody's innocent! They just haven't had a chance to make fun of me yet!
  • Younger Than They Look: After his transformation, he's an 11 year old kid in the body of a hulking chimeric alien, much like Ben in his adult-like alien forms.

Reboot Series

  • Ascended Extra: Somewhat downplayed. While the Classic Kevin 11 was an important villain, he didn't necessarily appear too often, contrary to how some older fans might remember it. Even his final appearance was just a quick cameo in Ben's dream. In the reboot, however, he has now topped Vilgax as the most frequently recurring antagonist, making at least 32 episodic appearances and appearing in The Movie. The higher-ups demanding 12 extra episodes featuring Kevin in Season 3 only further emphasize this trope. This oversaturation is somewhat fixed in Season 4 (see some examples below).
  • Adaptational Badass: Not him (see below), but the Antitrix's version of Grey Matter, Dark Matter: he is much taller than Ben's, strong enough to hurt Four Arms and capable to create some kind of crystal-like substance to trap opponents.
  • Adaptational Heroism: The original Kevin was an Ax-Crazy Enfante Terrible, whereas this one is mostly a bully and is capable of being reasoned with, even helping Ben and Gwen out on occasion. He still shows a willingness to kill Ben, but only Ben.
  • Adaptational Jerkass: But by the same token, the original Kevin's villainy resulted from a combination of being bullied and treated as a freak due to his powers and a side effect of his powers making him psychotic when misused. This version of Kevin doesn't have any insanity-causing power, instead using his own Omnitrix, and he is himself a petty bully who takes pleasure in inflicting misery to others.
  • Adaptational Intelligence: The old Kevin was a good mechanic as a teenager; this Kevin, as an 11 year old, is able to build a device similar to the Omnitrix following a dream he had.
  • Adaptational Wimp: A minor example, he lacks his powers from the original continuity, but unfortunately for Ben, that doesn't mean he isn't a threat.
  • Anti-Villain: He's not without his better qualities, and even at his worst one can certainly understand the pain that is motivating his actions.
  • Arch-Enemy: He considers himself this to Ben.
  • Berserk Button: Kevin gets very angry in "Introducing Kevin 11" when Ben points out that he, unlike Kevin, at least has people he can run to for help. His lack of friends or attentive family members clearly hurts him more than he lets on.
  • Big Bad Ensemble: With the Forever Knight in Season 3 after refusing his offer to join him. At least until "Introducing Kevin 11", where he officially joins him due to his jealousy towards Ben.
  • Body Horror: In "Which Watch" Charmcaster uses a spell on his Antitrix, causing the device to use the DNA of all the 11 aliens on Kevin and mutating him in a grotesque amalgam of body parts, just like the Kevin from the original series.
  • The Bully: He was Ben's worst bully at school, even worse than Cash and JT.
  • Character Development: In Season 4, while he's still The Rival to Ben, he's become a lot more mellowed out in his demeanor after returning from being lost in the timestream for a long time.
  • Composite Character: His appearance takes after Kevin from the original series and his role as Ben's Omnitrix-wielding rival takes after Albedo. He also is now in the role of Ben's old school bully previously filled by J.T. and Cash. The dynamic being developed between him and the Forever Knights also calls to mind Kevin and Servantis' dynamic from Omniverse.
  • Demoted to Extra: Kevin was so important to Season 3 that additional episodes were ordered for it under the mandate that he be included in them. In Season 4, he doesn't make nearly as much appearances, and a few that he does are just brief cameos. He does have a major role in The Movie serving as the season's finale, though.
  • Easily Forgiven: Beyond their childish Eviler Than Thou rivalry, Charmcaster works together fine with Kevin in "Roundabout", never bringing up that he was inadvertently the one who destroyed her spellbook in "Which Watch" or that he caused her defeat in "What Rhymes With Omnitrix". Even him destroying her new power source just gets her comedically miffed rather than truly angry.
  • Enemy Mine: There are many instances of it in the extra ordered episodes of Season 3, and in "Roundabout: Part 2", he ultimately teams up with Ben and Gwen against the Forever Knight when he realizes that their personal interests are incompatible and that the Forever Knight never truly believed that he was stronger than Ben. It also happens in Season 4, with Kevin more open to it at this point.
  • Evil Counterpart: Once again is this to Ben, this time with his own Omnitrix.
  • Eviler Than Thou: He and Charmcaster seem to have a mild rivalry concerning this, with both insisting that they are the more capable villain.
  • Genius Bruiser: Apparently, he is a skilled mechanic, seeing as he was able to create the Antitrix.
  • Green-Eyed Monster: "Introducing Kevin 11" reveals that part of his hate for Ben comes from the fact that Ben has a supporting family, unlike him.
  • Heel–Face Revolving Door: Following the originally ordered episodes of Season 3 where he was part of a Big Bad Ensemble, the extra ordered episodes of Season 3 revolve around Kevin's constantly flip-flopping morality as he begins falling between being an Anti-Hero and being an Anti-Villain. By Season 4, he's more of a solid Anti-Hero who simply insists on not getting along with Ben and trying to beat him at everything, including heroism.
  • Heroic Sacrifice: Allows himself to get lost through time in order to defeat the Forever Knight and allow Ben and Gwen to return to the present in "Roundabout: Part 2".
  • Hypocrite: In "Which Watch", Kevin dismisses Charmcaster's petty grudge against Gwen as "stupid drama". All while continuing to take his own petty grudge against Ben completely seriously.
  • I Surrender, Suckers: In "Buggy Out" he found himself being overwhelmed by Rath, so he pretended to surrender (as well as sweet-talking Ben), before sucker-punching him with Hot Shot's flame.
  • Jerkass: He loves to make people miserable For the Evulz. As the show goes on, he swings between Jerk with a Heart of Gold and Jerk With A Heart Of Jerk regularly.
  • Lack of Empathy: While not the sociopath that his Original Series counterpart was, this Kevin still suffers from this. The show's staff have said that this is the main thing setting Kevin apart from Ben: Ben will feel regret when he's messed up and apologize for it, whereas Kevin is largely incapable of doing the same.
  • Mythology Gag: At the end of "Which Watch", Ben says "Way to go, team!" to himself, Gwen and Kevin, who were a team in Alien Force and Ultimate Alien. Cue Kevin angrily shoving Ben away, insisting they are not a team and that he'll be back to destroy him later. Happens again in "Roundabout: Part 2", where despite working with them and making a Heroic Sacrifice for them, he insists that he is still their enemy and will ultimately be the one to destroy them.
  • No Good Deed Goes Unpunished: In The Movie, he comes the closest to a full-on Heel–Face Turn as he has ever had. As a result, he gets put through the wringer over and over again, and having his fears of inadaquecy especially when compared to Ben reinforced stronger than ever before.
  • Nominal Hero: Many times in the additional episodes ordered for Season 3, he ends up playing the hero either against his will or because he has a selfish objective to be gained in doing so.
  • Not So Different: To Ben, just as in the original series. Also to Charmcaster as evidenced in episodes like "Which Watch" and "What Rhymes With Omnitrix?"
  • Parental Neglect: He is the victim of this, as shown in "You Remind Me of Someone".
  • Pet the Dog: He helps Ben and Gwen in "Franken-Fright", even parting ways with them on peaceful terms for once.
    • He also ends up working together with Ben in "Four by Four", even taking a laser tag bullet for him, although he insists it was for just his own benefit.
    • At the end of "Introducing Kevin 11", he helps Ben save innocent people from a collapsing building since he doesn't want people not involved in he and Ben's feud to get hurt (hence why he knocks the building onto Ben once the people are safe).
  • Precocious Crush: As shown in "Franken-Fright", he has a one-sided crush on Gwen. As we see later on, he vehemently denies it in front of either of the Tennyson cousins.
  • Redemption Equals Death: Well, in this case it equals getting lost in a time portal, and he stubbornly insists it isn't a redemption. And he was right, as he finds his way back to the present in Season 4 and goes right back to causing trouble, albeit with less intense of an attitude as he had before.
  • Redemption Rejection: Like in the original show, he does this frequently, as his stubborn pride and hatred of Ben is just too strong. He even makes a Heroic Sacrifice while still insisting he's "the baddest around".
  • Remember the New Guy?: He is introduced as someone Ben knows from school, but neither Gwen nor the audience are familiar with.
  • Shout-Out: Now that he has been fleshed out more as a rival to Ben rather than a legitimate villain, the dynamic between the two is quite reminiscent of Bugs Bunny and Daffy Duck.
  • She Is Not My Girlfriend: If anyone dares to suggest that he has a crush on Gwen, which he does, he will swear up and down that he doesn't.
  • Sour Outside, Sad Inside: He may be a Jerkass bully, but deep down he's also a lonely kid.
  • The Only One Allowed to Defeat You: He's furious when Charmcaster controls him to try to kill Ben in "Which Watch", because if it's under her control then it doesn't really count as him getting to do it. He also protests her trying to kill Gwen in "Roundabout" by saying that if anyone gets to kill her, it'll be him, although in this is just a cover for his Precocious Crush on her.
  • The Rival: To Ben. He is even described as such in official material.
  • Troubling Unchildlike Behavior: While not Ax-Crazy in general like in the original show, this version of Kevin has still made it clear that he'd have no qualms killing his rival Ben. He also claims he'd be fine killing Gwen, but in that case he's obviously in denial.
  • Ungrateful Bastard: A recurring trend with him is that any time Ben helps him or saves his life, it only makes him hate Ben more because he can't stand seeming weaker than him. The most blatant example is in "Buggy Out", where Ben saves Kevin from the angry Forever Knight, only for Kevin to willingly go back to the Knight at the end of the episode and offer up a way to use Ben's beloved family members against him.
  • Un Manly Secret: “Xingo-Nation” reveals that he’s a fan of Lucky Girl, though he doesn’t like people to know that.
  • Unskilled, but Strong: His modifications to his alien forms makes them more powerful, but Kevin still needs more practice. Likewise with his aliens; they do have additional features and strengths the originals don't but they also come with a drawback of not being that alien. Dark Matter for instance is much stronger than Grey Matter, but it's not quite as smart, and it's larger size makes it easier to hit compared to Grey Matter.
  • Unwitting Pawn: To Vilgax. The dream showing him how to build the Antitrix was sent to him by Vilgax, and Vilgax always intended to take it from him once he escaped the Null Void.
  • Villains Out Shopping: In "Four By Four" he simply wants to enjoy a good game of Lazer Tag. It takes him a while to convince Ben he is not stalking and planning to attack him for once. This kind of incident happens more often with him in the additionally ordered episodes of Season 3, and a few in Season 4.
  • Wild Card: He can cause trouble, help to fix trouble, or both in any given order. Ben even lampshades in "Bottomless Ben" it by saying he will never be able to understand Kevin given how much his behavior keeps changing.
  • Would Hit a Girl: As we see with his fight with Gwen in "Roundabout", he doesn't discriminate by gender when it comes to how ruthless he can be in dealing with his opponents. He also attempts to fight Charmcaster alongside Ben in "What Rhymes With Omnitrix", but it doesn't go well for them.
  • You Are Better Than You Think You Are: Gwen and Grandpa Max tell him this in The Movie to convince him to help them.

    Doctor Animo 

Dr. Aloysius James Animo

Voiced by Dwight Schultz

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

Original Series

  • Arch-Enemy: He's considered to be Ben's third most important nemesis, preceded only by Vilgax and Kevin 11 (the episode "Ben 10,000" even had him as the Big Bad of the future and responsible for Vilgax's resurrection).
  • Badass Normal: Well, he's not much of a fighter, and "normal" is certainly a stretch, but for all intent he's a middle-aged man who is just smart enough to create mutation machines powerful enough to rival alien tech like the Omnitrix.
  • The Beastmaster: Of his own, he has little to no fighting skills, especially against someone as powerful as Ben. But he usually has an entire army of mutated animals at his beck and call, so it doesn't really matter.
  • Breakout Villain: Animo may be a comical Starter Villain largely considered a joke by both the characters and fans, but he's become a franchise mainstay at this point. To date, he is the only character other than the main Tennysons to have appeared in every iteration (disqualifying the live-action films) as well as one of the few whose had the same voice actor.
  • Cool Old Guy: Not at Max's level, but he comes close at being an awesome senior citizen.
  • Dude, Where's My Respect?: The reason behind his Start of Darkness.
  • Evil Is Hammy: Holy crap, Dwight Schultz is clearly having way too much fun in the role.
  • Four Eyes, Zero Soul: When wearing his red glasses.
  • Gadgeteer Genius: This guy can build a machine to mutate animals and resurrect prehistoric beasts from tools and pieces he got at the local market.
  • Karma Houdini: Ben may wreck his stuff and send him to jail repeatedly, but he continues to come back from it over and over, to the point where he's still at it years into the future, albeit with his head on a gorilla's body. By proxy, this makes him one of the few villains who never gets a lasting comeuppance.
  • Large Ham: What did you expect from an egomaniac Mad Scientist? Naturally, he often gets mocked for this.
  • Mad Scientist: An archetypal example.
  • Mix-and-Match Critters: All the creatures he creates tend to have shades of this.
  • Necromancer: A scientific version as his future self as able to revive and restore a badly-mangled Vilgax.
  • Required Secondary Powers: He has the ability to telepathically control animals, which is how he can keep an army of giant mutants under his control. He apparently learnt this from Clancy during their time together in the Negative 10; it's unknown how he controlled them before this.
  • Starter Villain: He was the first proper villain fought by Ben.
  • Vocal Evolution: He's much less low-key in his first appearance, but later appearances play up his Large Ham persona.
  • We Will Meet Again: It was mocked at the end of "Dr. Animo and the Mutant Ray":
    Gwen (watching Animo's arrest on TV): I feel like I'm watching a rerun...
    Animo (on TV, being taken to custody by the cops): YOU HAVEN'T SEEN THE LAST OF MEEEEEEEEE!
    Gwen: Yeah, I wish...

Alien Force & Ultimate Alien
Click here to see D'Void 

  • Demoted to Extra: He appears significantly less often than he used to in the Original Series.
  • Dimension Lord: As "D'Void", he managed to impose himself as a dictator in the Null Void, and is planning to conquer other dimensions as well.
  • Evil Sounds Deep: He uses a deep voice as "D'Void", but once he's outed as Dr. Animo in the same episode, he drops it.
  • Not-So-Harmless Villain: In "Into The Void", he turns out to have used his animal controlling abilities to take over the Null Void and become a Dimension Lord.
  • Same Character, but Different: In his debut, with a new alias and everything. By Ultimate Alien however, he starts acting closer to his Original Series self.
  • Took a Level in Badass: Just look at those muscles!
  • Walking Shirtless Scene: As D'Void. Justified in that it was probably not easy to find shirts in the Null Void.


  • Body Horror: He now has his brain exposed. And just like in the original series, his future self has his head inside a glass dome attached a gorilla's body. His control antennae are also now directly interfacing with his brain, which may be the reason for his Flanderization as detailed below.
  • Flanderization: His hammyness and Laughably Evil tendencies are raised to even wackier level than they were in the original series; he invokes classic villain stock phrases, he is Hearing Voices and his monsters tend to look far less grotesque and more cartoonish than they were back in the original series.
  • Hearing Voices: Insanity version. He thinks his stuffed animals are arguing or praising him, sometimes he makes the voices himself, sometimes he just hears them.
  • Laughably Evil: Much moreso than in the previous iterations. With his Fashion-Victim Villain tendencies, his general hammyness and his habits to invoke classic villains catchphrases, it's hard to take him seriously.
  • Necromancer: Again, through science. "T.G.I.S." sees V.V. Argost, Big Bad of The Secret Saturdays, resurrected by him.
  • Too Dumb to Live: Ben transforms into Gutrot, an alien he has never used before, by complete accident, so Ben asks Future!Animo what it can do. Future!Animo tells him almost every detail about Gutrot, meaning that Ben beats them without really even trying.
  • Villain Team-Up: With Argost in "T.G.I.S.". And later, with his future self in "Animo Crackers".

Reboot Series

  • Body Horror: After he injects himself with the alien DNA from the Omnitrix, the various parts of his body starts fluctuating between all Ben's aliens, giving him briefly a look not so different from the original Kevin.
  • Freudian Excuse: He loved his brilliant veterinarian father and wanted to live up to his legacy.
  • Friendly Enemy: Surprisingly can be this from time to time - despite his hatred for Ben, he works together with him very well in "Animorphisis", and actually allows Gwen to give him some psychiatric help in "Chicken Nuggets of Wisdom" and even thanks her for it as he's being escorted to prison.
  • His Own Worst Enemy: During his therapy session with Gwen in "Chicken Nuggets of Wisdom" he considers if the reason he is always explaining his plans out loud is because he deep down wants to be stopped.
  • Jumping Off the Slippery Slope: His obsessive desire to live up to his father's work caused him to become more amoral and unhinged.
  • Panthera Awesome: After the Body Horror phase, he transforms in one of Ben's aliens… Rath.
  • Parental Neglect: He dearly loved his father, but he feels his parents were never proud of him.
  • Revenge: He hates Ben for destroying his finest creation and swears undying vengeance upon him as a result.
  • Took a Level in Badass: After transforming in Rath by injecting himself with the stolen alien Dna, he is able to land some blows to Vilgax, and almost kills Ben. Since the effects were similar to Ben changing with the Omnitrix, it only works for a few minutes.
  • Used to Be a Sweet Kid: He's shown in a photo as a humble science student alongside his father.
  • Villain Team-Up: With Vigax in "Animorphosis". After getting what he wanted, the alien betrayed him, leading to Animo to ally himself with Ben.



Voiced by Khary Payton (Original Series to Omniverse), Robin Atkin Downes (Reboot)

A powerful Evil Sorcerer, and Charmcaster's uncle. Hex mostly serves as Gwen's Arch-Enemy rather than Ben's. He seeks to conquer the world with the power of the Charms of Bezel. He hails from Ledgerdomain.

Original Series

  • Arch-Enemy: Comes to see Gwen (or rather, "Lucky Girl") as this, though from a story perspective, her rival Charmcaster fits the role better.
  • Dark Is Evil: Word of God says that his mana is black and red due to his evil soul.
  • Evil Old Folks: When he was losing his youth.
  • Evil Sorcerer: He fits this trope to a T.
  • Evil Uncle: To Charmcaster. Not that she is much better...
  • Hoist by His Own Petard: In Don't Drink The Water, he goes on a quest to find a Fountain of Youth, as he has started getting older. He eventually gets it... but ends up overexposed to it and turned back to childhood.
  • In the Hood: All the time; we don't get to see him bare-headed until Omniverse.
  • Red and Black and Evil All Over: He has black markings on his face, uses black and red mana and wears a black and red cape.
  • Tattooed Crook: Omniverse revealed that the white and black marking on his face is a tattoo.
  • Unexplained Recovery: At the end of Tough Luck, his powers were sapped by the destruction of the Charm of Bezel. Yet, when we see him come back, his powers have come back without any clear explanation. Averted with him turning back into a child however, as it's specifically said that the Fountain of Youth's effect were temporary.
  • Walking Shirtless Scene: The man seems to be wearing clothes everywhere but his torso.

Alien Force & Ultimate Alien

  • Characterization Marches On: In the original series, he usually was rather impatient and easily irritable, often yelling out his lines. Alien Force portrayed him as a calmer, slightly wiser villain who actually calls out his niece for being too hot-headed. He also seems to genuinely love her now even though he is strict, as opposed to how abusive he was toward her before.
  • Demoted to Extra: While he only appeared thrice in the original series, he would usually play a major role in any episode he would show up. Alien Force and Ultimate Alien had him as the main antagonist in only one episode ("Time Heals", and it's an alternate future version of him at that) while his second and only other appearance was a cameo at the beginning of "Enemy of my Frenemy".
  • Even Evil Has Loved Ones: His niece Charmcaster. According to Word of God, their relationship is complicated.
  • Freudian Excuse: The destruction of his people and home by Addwaitya. Unlike his niece, he has given up on freeing their world, opting to conquer another instead.


  • Characterization Marches On: A bizarre case of it, as he is now a charismatic professor who all the ladies love... a far cry from the creepy guy he was in the previous shows.
  • Chick Magnet: Of the "Professor Jones" variety. He's surprisingly popular among the girls in his class.
  • Cool Teacher: Gwen even said that he was her favorite teacher.
  • Easily Forgiven: Gwen never found any hint that Hex was plotting anything, so she happily allowed the two of them to bond as professor/student. Until he gave her a B+.
  • Embarrassing Tattoo: Bemoans how hard it was to get his teaching job with a tattooed face, which confirms that it's not makeup after all.
  • He Cleans Up Nicely: Turns out all he needed to be considered a heartthrob was ditch the "Dark Mage" getup for a well-tailored suit and well-kept hair. They actually look quite good with his grey skin and skeletal facial tattoo.
  • Heel–Face Turn: He's put his days of evil behind him, and became a teacher at Gwen's college. The fact that the trope is played completely straight is, for this series, a plot twist in itself.
  • Heel–Face Return: He has already made the transition from evil to good by the time we see him here.
  • Large Ham: Much like his niece Charmcaster, he's become one in this series.
  • Laser-Guided Karma: He raised Charmcaster to be evil and power-hungry, so for her to be so toward him even after he's put his evil and power-hungry ways behind him and wants her to do the same is admittedly pretty karmic.
  • No Guy Wants to Be Chased: Professor Helena Xagliv has a crush on him, much to his dismay.
  • Same Character, but Different: Clearly something has happened to him since he was last seen since his personality has become far more affable, likely to do with his constant failures. He's renounced his villainy, sincerely wishes to be a family with Charmcaster, and he bears no ill will towards Gwen. The only things that are the same about him are the facial tattoos and his possession of the Staff of Ages.
  • Taken for Granite: He ends up turned into a stone miniature by Charmcaster, just like Addwaitya and Darkstar.
  • Took a Level in Kindness: He's become a genuinely nice guy who is concerned about Charmcaster, and wishes for his niece to put villainy behind her like he has so they can live a normal life as family.
  • We Can Rule Together: Oddly enough, he gives a speech very much like this to Charmcaster, only the prospect is for her to renounce her evil, power-seeking ways and settle down with him for a peaceful life.

Reboot Series

  • Adaptational Wimp: He's still as powerful as ever, but now easily duped and frightened.
  • Adaptation Personality Change: From a ruthless and frightening sorcerer to a hammier, occasionally bumbling wizard.
  • Belief Makes You Stupid: His justified belief in magic makes him believe anything, even that sleight of hand magic tricks are real magic or that zombie cosplayers are actual zombies.
  • The Comically Serious: He isn't trying to be funny, but he often can be all the same.
  • Evil Brit: He has a British accent in this version.
  • Evil Sorcerer: Like he was in the original series.
  • Expy: He resembles Jafar in his demeanor and voice more than he does the original Hex.
  • Large Ham: Despite being equivalent to the original show's Hex, this version is more like Omniverse in his theatrical demeanor.
  • Really 700 Years Old: "Creature Feature" reveals he has been around for centuries at the very least, and according to the writers, he's over 10,000 years old. He must bathe himself in a special pool of magic light every hundred years in order to survive.
  • Red and Black and Evil All Over: This is his color scheme once again.
  • Scaled Up: He turns into a giant snake in "Story, Board".
  • Ungrateful Bastard: Played with in "Creature Feature" with Hex. Ben saves his life, and he stands down from turning on Ben as a result. But according to him, this is not out of gratitude - one of the laws of his magic is that he must obey a life debt. He insists that next time they meet, the debt will have been paid and he won't hold back.
  • Unrelated in the Adaptation: Subverted, he didn't appear to be Charmcaster's uncle in this version at first, but "What Rhymes With Omnitrix" confirms that he is.
    • In a less literal sense, he also has little to no connection to Gwen this time around either, being strictly one of Ben's enemies rather than Gwen's initial Arch-Enemy.



Voiced by Kari Wahlgren (Original Series to Omniverse), Tara Strong (Reboot)

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

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

Original Series

  • Bastard Understudy
  • Black Magician Girl: "I don't respect ANYONE!"
  • Breakout Villain: Was initially introduced in Tough Luck as a sidekick for Hex. By now, all four series have given her more episodes, Character Development and interactions with Gwen than Hex ever had.
  • Chronic Backstabbing Disorder: She constantly switches sides to whichever one will benefit her most. She's joined with Hex, then with Gwen, then Hex again, then by herself, then Ben (while she's in Gwen's body), then by herself again, and then became a part of the Negative 10.
  • Eviler Than Thou: Considers herself this to Hex...well, not so much eviler than just plain smarter at being evil.
  • Freudian Excuse: She was raised by her uncle, who is shown to regularly threaten her if she doesn't obey him. Gee, is it any wonder she turned out bad?
  • The Rival: To Gwen, and to a lesser extent to Rojo in the Negative 10.
  • Tomboyish Ponytail: She sports a ponytail in the original series.
  • The Trickster: Her original color scheme was even originally going to be fox-themed, representing how cunning she is.
  • Unexplained Recovery: At the end of "Tough Luck", her powers were sucked by the destruction of the Charm of Bezel. Yet, when we see her come back, her powers have come back without any clear explanation. We also never see how she retrieved her magic bag after the end of A Change of Face, although it can be assumed it found its way back to her on its own.
  • Worthy Opponent: She actually wants Gwen to be this to her, chiding her for not making better use of the spell book she stole.

Alien Force & Ultimate Alien

  • Anti-Villain: A major Type II with shades of Type I, a reverse from the original series. She lost her whole people and her father as a child, was forced to live in a world where magic was almost entirely unknown and was raised by her evil uncle who brought her up to be evil too. And her whole motivation was to resurrect her father.
  • The Atoner: In "Couple's Retreat". She doesn't like ruling Ledgerdomain, thinking it's boring, but she sticks to doing so anyway in order to make up for what she did to it before.
  • Bad Boss: In her first Alien Force appearance, she does little more than badmouth her rock creatures and call them names. This comes back to bite her in the end when Gwen tries to suck her into a portal and the rock creature is the only thing keeping her from it. After one insult too many, the creature deliberately lets go and drops them both in.
  • Broken Bird: As of "Enemy of My Frenemy", even more broken than before.
  • Characterization Marches On: In the original series, she was a snarky, hedonistic trickster, and her Alien Force debut portrays her as much the same, albeit with a seductive angle. Afterward, she's portrayed as a character ruled by her emotions and who is far more serious and driven in her causes.
  • Cry Cute: Happens frequently in Ultimate Alien.
  • Dark Magical Girl: The antithesis to Magical Girl Gwen. In the third series, we learn her backstory. A tyrannical being killed her parents and left her lonely and bitter. After defeating him she develops a typical Magical Girl-Dark Magical Girl bond with Gwen and even when she relapses later, Gwen is insistent on helping her toward goodness.
  • Deal with the Devil: She made a deal with Dagon where he would resurrect her father in exchange for every soul in Legerdomain.
  • Defrosting Ice Queen: In "Where the Magic Happens", she becomes slightly more friendly to Gwen as the episode progresses. Sadly undone by "Enemy of My Frenemy", which makes her more of a Broken Bird than before.
  • Despair Event Horizon: Even by the end of Ultimate Alien, she still hasn't fully recovered from losing her father forever.
  • Dimension Lord: She becomes the ruler of Ledgerdomain after defeating Addwaitya.
  • Do with Him as You Will: In "Couples Retreat", after finding out Dark Star was just using her for her power, she takes it all away from him and leaves him at the mercy of the heroes.
  • Easily Forgiven: Gwen instantaneously forgives and feels sorry for Charmcaster after being revived following Charmcaster's murder of her. Then again, considering who her boyfriend is...
  • Enemy Mine: Gwen convinces her to help them retrieve a piece of the Map of Infinity from her home before Aggregor does. They fail.
  • I Choose to Stay: She takes the trio back home but stays to fight for hers, aware that she'll be trapped.
  • Ironic Name: Her real name is "Hope". Considering how she keeps being thrown in despair... The plan behind the name wasn't so ironic, as it was apparently a hint at her ultimate Heel–Face Turn... but then Dwayne McDuffie suffered Author Existence Failure, and the whole thing ends up an Aborted Arc. According to Word of God, Omniverse will never bring up the name again.
  • Kick the Son of a Bitch:
    • Her sucking out Addwaitya's soul in "Enemy of My Frenemy".
    • The end of "Couples Retreat", toward Darkstar. Charmcaster is good with this trope.
  • Lady of Black Magic: She's more graceful and her magic is much more potent and destructive.
  • A Lighter Shade of Black: Charmcaster is hardly a saint, but Addwaitya is way, way worse: she may have done more damage than he did temporarily (though one could argue that regardless of what Spellbinder claimed, wiping out all life in her realm in one go is still more benevolent than Addwaitya's systematic killing over the ages) but is called out on it and becomes The Atoner afterward; by contrast, Addwaitya was power-mad and unrepentant to the end.
  • Love Makes You Evil: Her whole evil motivation is based off her love for her father.
  • Manipulative Bastard: In "In Charm's Way". Not so much afterward, where she just relies on the brute force of her magic.
  • Mood-Swinger: Zips through many emotions in "Couples Retreat".
  • Never a Self-Made Woman: Beyond her irrational hatred of Gwen, Charmcaster either works for men (Hex, Zombozo) or is motivated by her feelings for men (her father, Michael Morningstar).
  • Not-So-Harmless Villain: Though it wouldn't seem like it given many of her past performances, she manages to rack up a body count only the Highbreed, the Incurseans, and Vilgax have managed to exceed, and they have entire armies. She even killed the heroes, something no other villain has managed. The body count was only temporary, as all her victims get brought back from the dead shortly afterward, but that hardly detracts from the fact that she pulled it off.
  • Pay Evil unto Evil: Sucking out Addwaitya's soul for her Deal with the Devil. While most of her other victims were innocent and didn't deserve it, he certainly did. She was certainly getting back at him for killing her father and fellow people.
  • Physical God: As the ruler of Ledgerdomain, she has access to all the mana in the world, along with the Alpha Rune.
  • Pointy Ears: She was redesigned to have these during this era, though she regained the normal ears in Omniverse.
  • Redemption Failure: She undergoes a Heel–Face Turn once she is returned to her home dimension and is able to liberate it from its tyrannical overlord. But once this only creates a power vacuum that causes everyone she freed to fight a war over the throne, she crosses back into villainy, after which she remains in the Heel–Face Revolving Door for the remainder of the following series.
  • The Rival: Still to Gwen, though this gets muddled past "Where the Magic Happens."
  • Same Character, but Different: Not only in personality, but in looks as well: her skin tone, eye and lip color, and facial structure have all changed...and she inexplicably has developed Vulcan ears.
  • Sanity Slippage: In "Couples Retreat", her Despair Event Horizon and subsequent drive for atonement have made her, while more benevolent, also more erratic and unthinking. Her idea of a fun time is to almost get herself and her new boyfriend killed in a fighting arena! Kevin even (rather hypocritically) notes that she's a nutjob now.
  • She Is All Grown Up: Lampshaded by Ben and Kevin in "In Charm's Way."
  • He Who Fights Monsters: She becomes even worse than Addwaitya to try and revive her father, something he calls her out on, resulting in a My God, What Have I Done? Villainous BSoD. Thankfully, she seems to have gotten better in the next episode, trying to be a better ruler and person (though not exactly a smarter one...).
  • Tears of Remorse: During her reaction to her father pointing out that she's acting worse than Addwaitya in "Enemy of My Frenemy".
  • Took a Level in Badass: When she becomes ruler of Ledgerdomain.
  • Took a Level in Dumbass: She loses her manipulative streak after her debut appearance. Also, she's incredibly gullible and trusting toward Darkstar in "Couples Retreat" despite barely knowing him and is easily manipulated by him.
  • Took a Level in Jerkass: She wasn't nice in the original series, but she's much bitchier in Alien Force, especially to her golem minions. She takes a much more severe level in "Enemy of My Frenemy".
  • Took a Level in Kindness: In "Where the Magic Happens" and again in "Couples Retreat".
  • Villainous BSoD: After she makes a Deal with the Devil to revive her father by sacrificing all the souls in her home world, including Ben, Gwen, and Kevin, he tells her she's become She Who Fights Monsters and he doesn't want to be revived at the cost of some many other lives, which makes her cry as she realizes he's right. He breaks the deal, undoing everything, leaving Charmcaster completely crushed, the one thing she'd spent her entire life trying to obtain now forever out of her reach. She's so heartbroken over this that, even after everything she had just done, Ben and co. agree not to apprehend her and just leave her alone out of pity.
  • You Killed My Father: She says this to Addwaitya.


  • Above Good and Evil: Her personal stance on her morality in this series, not exactly because it's true so much as it's since she's like a goddess now. As such, she can be both:
  • Anti-Hero: Between Type IV and V, see A Lighter Shade of Black above. She's a hero in regards to Ledgerdomain but little else, especially not Earth and its inhabitants.
  • Anti-Villain: Type I. She just wants to be a good ruler to her realm, even if that screws over other worlds, and the powerful items she seeks technically are rightfully her's. Also, her "evil" actions are taken at the suggestion of another...
  • Affably Evil: Whenever her interests align with the heroes, she's surprisingly nice and sociable.
  • Badass Adorable: She's both more powerful and cuter (save for when powered by the Alpha Rune) than she was in the previous iterations.
  • Broad Strokes: Applied to her entire arc in Ultimate Alien, particularly to "Enemy of My Frenemy" which is never mentioned and even contradicted several times. According to both Matt Wayne and Derrick Wyatt, this was because it was both so dark and so controversial among fans that it was making it difficult to even incorporate Charmcaster into Omniverse.
  • The Cameo: She has a non-speaking role in "The Most Dangerous Game Show" as one of the many women competing to marry Ben.
  • Cloud Cuckoolander: She comes off this way when she's talking to her bag.
  • The Cuckoolander Was Right: She's not insane. Addwaitya and Darkstar are inside the bag and she's talking to them.
  • Defeat Means Friendship: What Gwen believes after defeating her once and for all, though obviously it will take a good long while before Charmcaster is on the same page as her. Though given Charmcaster's character trope combined with the Backdoor Pilot nature of Gwen's episodes, this belief does seem credible. According to Man of Action, it most certainly is.
  • Denser and Wackier: Her regular personality is nuttier and move over-the-top thanks to accumulated stress from past events and an abuse of ultimate magic power. When on the good guys' side, this actually makes her pretty fun to hang with. But when she's against them...
  • Dimension Lord/Physical God: Still rules over Ledgerdomain and has total power over all magic while there. Gwen is reminded of this the hard way.
  • Enemy Mine: Teams up with Ben and Rook against Zs'Skayr in her full debut appearance to retrieve the Alpha Rune he stole. When she gets it back, she immediately double-crosses them under Addwaitya's advice, which is later hilariously referenced by Ben ("What's that, magic bag? You say I should try to kill Ben even though he helped you get the Alpha Rune back? OK!") She's later one of many female villains to help save Ben and fight Charles Zenith in "Most Dangerous Game Show".
  • Everyone Calls Him "Barkeep": Her real name revealed last series goes completely unsaid in Omniverse.
  • Genki Girl: She's become a lot more energetic in this show.
  • Hazy Feel Turn: She's right back to this by "The Most Dangerous Game Show"; even she and Hex seem to be on safe terms again.
  • Hearing Voices: Subverted in that the voices are not in her head but are in fact very real and coming from her bag.
  • Heel–Face Revolving Door: She seems to be permanently wedged in it. Much like Argit, she can both help and hinder Ben and his friends depending on which action is convenient to her. The two little statues in her bag giving her advice are the chief influencers of such actions. This is why Ben has more problems trusting her than perpetually cool-headed Rook and lovestruck Hobble.
  • Hoist by Her Own Petard: Gwen, Hex, Darkstar, and Addwaitya are freed, and she ends up trapped inside her own bag.
  • Hot Witch: She is a very beautiful teenage-looking witch. Hobble even has a crush on her.
  • I Surrender, Suckers: Pulls this trick back out again, this time on her uncle Hex.
  • Jerkass Ball: Due to the Split Personality angle.
  • Kick the Son of a Bitch: Darkstar suffers more at her hands at the end of "Mystery Incorporeal".
  • Large Ham: She's taken a big level in this.
  • Laughably Evil: It's difficult to fear her, hate her, or take her seriously despite how threatening she is when she's just so giddy.
  • Let's Get Dangerous!: She seems flighty and laid-back, but when she enters a fight, she takes it dead-seriously.
  • A Lighter Shade of Black: Most of her appearances saddles her with a bigger, much less morally gray villain to play off of: Darkstar, Zs'Skayr, and Addwaitya respectively. Averted with Hex. Her uncle has genuinely made a Heel–Face Turn, with Charmcaster playing the darker shade of black, albeit with hints of Darkstar and Addwaitya's even darker shades influencing.
  • Ms. Fanservice: She is very attractive and her design in this series features a more... "pronounced" chest.
  • Mystical White Hair: Still has it.
  • Not Evil, Just "Damaged": As described by Hex and Gwen.
  • Older Than They Look: She's 21 years old in this series (the same age she was in Ultimate Alien), but she looks mostly the same as she did when she was 15 (in the original series).
  • Pet the Dog: Helps to save Ben in "The Most Dangerous Game Show".
  • Redemption Rejection: Refuses a good, peaceful life with Hex when he offers it to her, as she's become too fixated on seeking power to use against those who have wronged her. Though come her final appearance, Gwen still believes that redemption is possible now that she's a harmless stone token in her and Hex's custody.
  • Psychopathic Womanchild: She can be highly immature, motivated by payback against her enemies and power to prove herself the best magic-user there is, both very childish aspirations.
  • Same Character, but Different: In characterization and appearance, she is now a composite of traits from how she was back in the original series and in Alien Force/Ultimate Alien. It seems intentional, as a mental breakdown following Ultimate Alien has forced her to reconstruct her whole identity.
  • Scaled Up: In "Third Time's a Charm", she transforms into a dragon before being defeated.
  • Split Personality: She's sometimes nice and friendly, other time she's mean and confrontational. It's because of the influence of two different entities within her bag: Addwaitya and Darkstar.
  • Taken for Granite: She ends up turned into a stone miniature in "Third Time's a Charm", though she's back to normal three episodes later.
  • Throw the Dog a Bone: After staying in Ledgerdomain for so long and going through several traumas damaged her mentally, Charmcaster finally is forced to be confined to a stable place on Earth where she has two people who explicitly desire to help her get better. She doesn't see this as an example of this trope at the time, of course, but give it time.
  • Tomboyish Ponytail: She has it back again in this series.
  • Took a Level in Badass: She's more powerful with her magic than ever before, to the point of forging a body armor out of her golems which Ben freely admits is "the coolest thing he's ever seen." And she later becomes a dragon.
  • Took a Level in Cheerfulness: She's recovered from the depression that she had in Ultimate Alien through using magic as a stimulant, which often causes her to go overboard with giddiness.
  • Took a Level in Dumbass: Yes, listen to Addwaitya, Charmcaster. He couldn't possibly be manipulating you, right? To be fair, she is recovering from a breakdown and is Desperately Looking for a Purpose in Life, so she's easily open to suggestion, even from Addwaitya. But in the end, as expected, the actions she takes lead to her imprisonment and his escape just as planned.
  • Unexplained Recovery: She's turned into a stone totem in her last full appearance, but is back to normal a mere three episodes later when competing on Charles Zenith's game show. Her psychosis also seems back to normal, though spending time deprived of power would probably do that.
  • With Great Power Comes Great Insanity: She goes visibly crazier than the norm when she uses the Alpha Rune's power. Poor Hobble gets to watch it happen up close and personal. While "the norm" isn't half as crazy as it initially seems to be, the magic power of Ledgerdomain (which itself came from the Alpha Rune), still keeps Charmcaster more erratic than she used to be instead of allowing her to recover from her previous mental breakdown. In "The Most Dangerous Game Show", after spending quite some time without it, she finally appears to be back to regular sanity levels.

Reboot Series

  • Adaptational Badass: Her magic in this series gives her a boost in her physical abilities. In "What Rhymes With Omnitrix", Ben and Kevin both attack her in very large, muscular alien forms...and she kicks their asses!
  • Accidental Hero: She takes away with a spell Kevin in "Which Watch" just as he was about to kill Ben whose watch has timed out. She had no intention of saving him however: she was actually trying to kidnap Ben, wanting to use him against Gwen.
  • Adaptational Heroism: The original Charmcaster was more than happy to wreak havoc just because she could, committing crimes that had nothing to do with the Tennysons. This version is more reserved and keeps her focus squarely on her rivalry with Gwen. A good example is in "Which Watch", when she informs Ben when he's risking causing an explosion and fire outbreak, and allows him to evacuate civilians from the building. Compare to the original show's "A Change of Face", where Charmcaster outright causes an explosion and fire outbreak in a building full of civilians without remorse.
  • Adaptation Origin Connection: Rather than being Hex's niece, Charmcaster is now a normal girl who became magical due to buying Hex's spellbook, which only ended up being put on the market thanks to Ben and Gwen defeating Hex in "Freaky Gwen Ben". But as of "What Rhymes with Omnitrix?", it then turned out she is Hex's niece after all.
  • Age Lift: A mild case, but given her design she seems to be a few years younger than her 15-year-old counterpart from the original show.
  • Anti-Villain: This version of Charmcaster is a truly sympathetic character from her introduction, particularly due to the new origin she is given.
  • Arch-Enemy: To Gwen, of course. Her debut episode even ends with Gwen feeling both happy and concerned that she's gained one, and is even titled "Gwen's Arch-enemy" in German.
  • Be Careful What You Wish For: Charmcaster swaps places with Gwen in "Charm School's Out" in order to ruin Gwen's supposedly perfect life. Grandpa Max ends up making her try to fix an absurdly large and complicated radio, which is such a hassle for her that she re-thinks her view of Gwen's life.
    Charmcaster: I cannot believe he'd make Gwen do this!
  • Berserk Button: Do not call her a nerd, a reminder of what she was before she became a sorceress. Gwen in general is also this for her, since she reminds her of her past self and yet is somehow more successful in life.
  • Breaking Speech: Gives on to Kevin in "Which Watch", shaking his self-confidence so that he's more liable to join the Forever Knight in the future.
  • Broken Bird: She had a lonely background, and at the end of her debut it only gets worse as she notes that she's learned that she doesn't need anyone.
  • Black Magician Girl: And a frighteningly skilled one, at that. Even Ben and Gwen are freaked out by her magic powers.
  • Casting Gag: Coupled with her new characterization of being more book-loving and prone to stress-induced freak-outs, Tara Strong voicing her makes her come off as a villainous version of Twilight Sparkle.
  • Dark Magical Girl: Even more blatantly one in this incarnation, and this time she's introduced before Gwen even actually becomes a Magical Girl.
  • Discard and Draw: After losing her spellbook she gains a rune necklace from her uncle that works differently. She finds she has to read Kevin's poetry which the necklace translates into incantations for spells. At the end of the episode where it appeared she loses even that but still manages to conjure a portal by wishing for it.
  • Early-Bird Cameo: She turns out to be the fangirl that approached Morningstar in his first appearance.
  • Easily Forgiven: She put Kevin under her control, gave him a Breaking Speech, and generally caused him a lot of grief in "Which Watch". She gives him even more in "What Rhymes With Omnitrix". He doesn't bring any of this up at all in "Roundabout" and has no qualms working with her. Even when he stops her from killing the girl he has a crush on, he's more comedically miffed than angry and it's played more as part of their childish Eviler Than Thou rivalry.
  • Eviler Than Thou: She and Kevin seem to have a mild rivalry concerning this, with both insisting that they are the more capable villain.
  • Evil Is Petty: In "Which Watch", her main objective is to destroy a space camp just because Gwen enjoys it so much.
  • From Nobody to Nightmare: Charmcaster was an awkward, nerdy girl with low self-confidence until she gained magical powers from Hex's spellbook and developing a new, aggressive goth-like appearance and attitude.
  • Green-Eyed Monster: In "Charm School's Out", she is shown to be envious of Gwen's "perfect life" and swaps places with her in order to ruin it for her, only to find out it's not as perfect as she thought.
  • Hypocrite: In "Which Watch", she demeans Kevin as thinking he's more important than he is and that without his watch, he's nothing. Says the girl whose whole self-esteem hinges on a book.
  • I Hate Past Me: She hates Heather, the "weak" nerdy girl she used to be, and the source of her rivalry with Gwen in this version is because she reminds her of her past self and yet somehow is able to one-up her, thus defeating Gwen will be the only way she can prove her reinvention as "Charmcaster" is justified.
  • Inferiority Superiority Complex: It's an even bigger part of her character in this show than it was in the original, and what drives her rivalry with Gwen.
  • Jumping Off the Slippery Slope: In "What Rhymes With Omnitrix", she has become so hateful of Gwen that she actually attempts to harm innocent people in order to get to her, which was something she previously was above doing. Gwen calls her out at the end of the episode by saying that she should know better than to devalue others like playthings, as she knows how that feels.
  • Kick the Son of a Bitch: She traps Morningstar in her book. He more than deserved it. What she does with Kevin in "Which Watch" might also qualify given how thoroughly unlikable Kevin is. She wasn't even originally going to do it until Kevin tempted fate by boasting about how much better he is than Ben because his watch has 11 alien forms.
  • Mystical White Hair: She wouldn't be Charmcaster without it.
  • Mythology Gag: Her real name in this continuity is Heather. In the classic continuity, this is the name Morningstar mistakenly called her when asked if he remembered her true name, which was Hope.
  • Noble Demon: Has definite shades of this - see Pet the Dog below.
  • Not So Different: Her and Kevin's squabbling in "Which Watch" and "What Rhymes With Omnitrix?" highlights their similarities - both arrogant, both immature, obsessed with defeating their Tennyson rival, and both actually feeling like they'd be nothing without a certain item (Kevin's watch and Charmcaster's book and amulet respectively.)
  • Not-So-Harmless Villain: Despite possessing very powerful magic, Charmcaster doesn't really come off as particularly threatening in her first few appearances. Then she has her spellbook traded out for a magical necklace, which leads to her becoming more ruthless and dangerous of an opponent.
  • Pet the Dog:
    • After trapping Morningstar in a book, she has an easy opportunity to eliminate Gwen, who is powerless, and Ben, whose Omnitrix has timed out. Instead, she leaves them alone as thanks for saving her from Morningstar, albeit with the declaration that they will be enemies the next time they meet.
    • In "Which Watch", she actually tells Ben about the danger of mixing Stinkfly's goop with Kevin's fire and lets him evacuate the innocent civilians from the building, as she only wants to destroy the Tennysons and not anyone else.
  • The Rival: To Gwen, as is the norm.
  • The Smurfette Principle: She's the only girl in the Forever Knight's team in "Roundabout".
  • Sour Outside, Sad Inside: As hostile and nasty as she behaves, the sense of insecurity and self-loathing she has for her old "weak" self is palpable in everything she does.
  • That Man Is Dead: After Michael is exposed as not caring about her, he tries to worm his way out of punishment, calling her by her real name of Heather in the process. Her response is an angry "My CHARMCASTER!"
  • Took a Level in Badass: First when she gains magic powers, and then again when she finally sees Morningstar for what he is. She takes another one when she trades her damaged book out for a magic rune, which boosts her power and causes her to be more willing to get her own hands dirty as opposed to controlling other things or people to do it for her. By "What Rhymes With Omnitrix", she puts both Ben and Kevin on the receiving end of a Curb-Stomp Battle with her magic.
  • Ungrateful Bastard: Played with - she leaves Ben and Gwen alone because she IS grateful for Gwen saving her from Morningstar - but that gratitude is also part of why she declares herself The Rival to Gwen and vows to defeat her if they meet again, since it's a reminder of how weak she was in this situation and she can't stand that.
  • The Unfettered: When she obtains a special amulet necklace, she loses any restraint and uses its magic power with reckless abandon, especially to attempt to eliminate Gwen.
  • Unrelated in the Adaptation: Subverted, this version of Charmcaster didn't seem to be Hex's niece like the original version, but "What Rhymes With Omnitrix" confirms that she actually is.
  • Villains Out Shopping: In "What Rhymes With Omnitrix", she is attending a poetry read without any ulterior motives, and only ends up causing trouble when the sight of Gwen triggers her Berserk Button.
  • What the Hell, Hero?: To Grandpa Max in "Charm School's Out", asking him what kind of grandfather makes a child fix an absurdly complicated RV radio. She sounds legitimately offended on Gwen's behalf.
  • You Are What You Hate: Gwen calls her out in "What Rhymes With Omnitrix", saying that she shouldn't let her anger consume her to the point where she's using others as playthings, since she knows how that feels: Morningstar did it to her. But since this valid point comes from Gwen, Charmcaster ignores it.

    The Forever Knights 

The Forever Knights

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

  • Ancient Conspiracy: A very complex one. One faction believes the conspiracy is to kill an Alien Dragon, another thinks its to use alien tech to conquer the world, and yet another thinks its to follow the path of "The First Knight" who founded them.
  • Anti-Magical Faction: At the very least, they are shown to despise magic. Sir Cyrus flat-out referred to Gwen as a "witch" in a hateful tone.
  • Big Bad: The Forever King; Driscoll, who was Forever King in the original series, is half the Big Bad of the fourth season (Vilgax being the other half through the "Secret of the Omnitrix" three-episode movie.) and Old George for season 2 of Ultimate Alien.
  • Cape Busters: Considering the aliens are mostly super-powered in that universe, yeah.
  • Characterization Marches On: The Original Series' Forever Knights were portrayed more like some sort of evil FBI who were merely using knight-themed suits. Alien Force and Ultimate Alien accentuated the Knight aspect to the point of giving them Medieval hierarchy and behaviors, as well as fanatical tendencies such as Fantastic Racism toward aliens and anti-magic believing.
  • Demoted to Dragon: Driscoll to Old George in Ultimate Alien.
  • The Dragon: Enoch to Driscoll in the original series.
  • Enemy Civil War: To date there are at least four Forever Knight factions, all of which think of the others as frauds. Each has their own Forever King, in order of appearance: Driscoll, Patrick, Urian, and Cyrus. This was lampshaded in one episode where Ben and company had to ask which faction the present group they were facing were with. Turns out they were with the fourth faction they hadn't met yet. And then Old George, said First Forever Knight, returned and united all four factions.
  • Evil Counterpart: To the Plumbers, especially in the original series.
  • Evil vs. Evil: Against the Esoterica.
  • Faceless Mooks: Exaggerated in "Reflected Glory" when we see Knight with his helmet on, while brushing his teeth.
  • Fantastic Racism: Quite literally their mission statement; its just after Old George left last, they sorta drifted off onto other goals. Until he returned.
  • A Father to His Men: Sir Cyrus, leader of the fourth Forever Knights faction, is extremely protective of his men.
  • Good vs. Good: Against Ben while George led them.
  • Killed Off for Real: With the exception of Joseph Chadwick, Sir Morton, the twins Comedy/Tragedy, and the Forever Ninja (who is a robot), all of them died in the battle against the Esoterica.
  • Knight Templar: Depend on the faction, but at large, they usually genuinely believe they are protecting humanity from alien threats. The problem is, they consider all aliens as threats.
  • Let's Get Dangerous!: Thanks to Old George, they've gone from four splintered and laughable factions to a deadly force with Powered Armors forcing aliens to either leave the planet or die, to the point where Ben has to threaten to kill every last one of them to get them to retreat.
  • Lotus-Eater Machine: Enoch put Ben into one, and then was trapped in it himself, the first series trivia pop-ups say that Enoch would be in that Lotus Eater Machine for years, he did recover, though.
  • A Lighter Shade of Black: The Forever Knights might be racist assholes, but in the end, the Esoterica are far worse and Sir George joins forces with Ben to fight them off.
  • Motive Decay: In-Universe example; Sir George created them with a very specific goal in mind-protect Earth and Humanity from Dagon. By the time Ben meets them, they have ended up divided into various splintered factions with each one their own interpretation of this goal. Said interpretations range from world domination to slaying alien dragons, to just killing everything alien on sight.
  • Muggle Power: The "If you can't join them, kill them" type toward both aliens and magic, though they also have occasionally tried to acquire power through alien tech and magic artifacts.
  • Noble Demon: Enoch on occasion, particularly the "Ben 10" video game in which he tries to stop Vilgax and save the world, though using extreme measures to do so. The Ultimate Alien groups also have traits of this, teaming up with Ben and company on occasion. Sir George in particular stands out.
  • Powered Armor: Their higher members usually wear these.
  • Punch-Clock Villain: Some of them; one is even shown playing an MMORPG in his off time.
  • Schizo Tech: One suit was from the ancient Aztecs.
  • The Remnant: After the war against Dagon, almost all the Forever Knights were wiped out, but a remnant of them still continues their anti-alien activities.
  • Villain Decay: They still were a decent threat in the Original Series and at the beginning of Alien Force, but then become more and more of a joke, to the point Gwen outright suggests ignoring them in one episode. Eventually fixed in season 2 of Ultimate Alien (see Let's Get Dangerous!).
  • Villain Team-Up: Driscoll was responsible for the biggest one in the whole franchise by assembling the Negative 10, a team consisting in himself and his Dragon, plus 8 of Ben's enemies (Dr. Animo, the Circus Freak Trio, Rojo, Charmcaster, Clancy and Sublimino) in the last season of the original show.
  • You Have Failed Me: The Forever King Driscoll leaves Enoch trapped in virtual reality for failing him too many times. Subverted with Old George towards Driscoll; the latter expects this trope to apply, but George forgives his failure.

Reboot Series

A mysterious individual who coats himself in high-tech medieval-looking armor and is currently studying Ben and Kevin.

  • Adapted Out: The rest of the organization seems to have been removed from the reboot, in favor of making the Forever Knight an independent antagonist with his own henchmen instead.
  • Anti-Villain: He legitimately feels that the Omnitrix only places Earth in greater danger, and his plan is to go back in time and prevent it from coming to Earth. Unfortunately, true to form when it comes to the Forever Knights in this franchise, he also is self-righteous enough to believe that he would make the ideal supreme ruler of Earth once this is accomplished.
  • Big Bad Ensemble: With Kevin, after the kid refused his offer to join forces. Kevin ends up joining him in "Introducing Kevin 11".
  • Bullying a Dragon: He does that as a Batman Gambit in "Don't Touch": after Ben busts his armor, he has no way to avoid capture... so he gives Ben (who was Humungosaurus at the time) a breaking speech in order to make the kid angry enough to hit him and send him flying. That's right, he actually used Team Rocket's Running Gag to his advantage.
  • Brain Uploading: After being stuck in the past, he prevails by transferring his consciousness into his helmet and hijacking other bodies.
  • Composite Character: He's called the "Forever Knight", and appears to be predominantly modelled after Driscoll, with all-covering armor, his Darth Vader Clone nature, and forming a team (composed primarily of Ben's enemies) for his own purposes, but his color scheme is more similar to Enoch, with its emphasis on gray, dark red, and yellow colors, with his goal being to protect Earth from potential invaders, much like Old George in Ultimate Alien.
  • Contrasting Sequel Antagonist: Unlike Vilgax and High Overload, he's an independent human antagonist rather than an alien invader with an army behind him.
  • Darth Vader Clone: He has black armor and energy weapons, a red cape, ends up being feared by the hero, and attempts to get Ben to join him.
  • Demoted to Extra: Like with Kevin, he goes from part of the Big Bad Ensemble of Season 3 from just an occasionally recurring villain in Season 4.
  • The Faceless: We still haven't seen him without his helm. The most we saw of his face is when Humungosaurus cracked his helm in "Don't Touch" showing he is a young, Caucasian man.
  • Energy Weapon: His suit can create a mace, a whip and a shield.
  • Expy: He hides in the shadows, observes things from a monitor screen, hides his face behind a mask, is an incredibly effective fighter whenever he steps out to do things himself, and has a mysterious agenda based around recruiting young people...including corrupting the show's hero. Sounds a lot like Slade, doesn't it?
  • Knight of Cerebus: He is working toward constructing his own supervillain team, has no quirks or funny aspects, can hold his own against Shock Rock and Humangosaur, and delivered to Ben an harsh "The Reason You Suck" Speech in their first meeting.
  • Legion of Doom: He works toward building one throughout Season 3. Uniquely for this trope, the hero ends up as one of the recruits.
  • Mythology Gag: Recruiting a team of Ben's enemies is exactly what Driscoll, the King of the Forever Knights in the Original Series, did. This time, however, Ben is also part of the team.
  • Powered Armor: It looks like a classic medieval knight's, and gives him the strength to fight Ben's alien more or less on equal term.
  • "The Reason You Suck" Speech: Gives a brutal one to Ben in "Don't Touch" when they first meet. What makes it so effective it that his arguments are actually doubts Ben had about himself in season 2.
    Ben: You don't know me!
    FK: Don't I? You are a child, in over his head, who is using borrowed power from technology you can't even control!
    Ben: Um... you are wrong!
    FK: And you think you know power? But without your technology, what would you be?
    Ben: I...
    FK: Just a weak, useless, scared little boy hiding from his own pathetic mediocrity! (All while Ben is increasingly telling him to stop)
  • Sinister Surveillance: Uses a drone to observe Ben's battle and decide which villain to recruit.
  • Spell My Name with a "The": Subverted. Everyone in-series calls him "Forever Knight" instead of "the Forever Knight", as if it was his name, rather than a title.
  • Villain Takes an Interest: He is impressed by both Ben's and Kevin's alien forms and wishes to bring the two kids to his side.
    • "Roundabout" amps this up for Ben. Once Forever Knight put his plan into motion, he stopped caring for the other Squires and insisted on Ben being there to aid him. Justified as only Ben can find the signals Forever Knight is looking for, but even then, he completely disregards the rest of the team he gathered and goes as far as calling Kevin a knockoff of Ben despite complimenting Kevin's aliens earlier, proving he only really cared about bringing Ben to his side since the beginning. Even on the brink of losing, he orders Kevin to bring him Ben instead of telling him to come back.
  • Well-Intentioned Extremist: Played with. He does believe his goal to Ret-Gone all aliens from Earth is a righteous one, but also wants it so that he can become the unopposed supreme ruler of the world out of sheer arrogance and entitlement.



The first Forever Knight leader to be introduced in the Original Series, and Driscoll's Dragon.

  • Expressive Mask: Averted in the Original Series. Played straight during his short cameo in Ultimate Alien.
  • The Faceless: We never got to see what he looks like behind his mask.
  • Killed Off for Real: Like most of the Forever Knight, he died in the battle against Dagon and the Esoterica.
  • Malevolent Masked Man: Both him and his minions.
  • Put on a Bus: Save for a brief cameo in Ultimate Alien and appearance in the Cosmic Destruction video game, he hasn't shown up at all since the original series. According to Derrick Wyatt, he is dead.
  • Retcon: Man of Action Studios initially stated he survived his last original series appearance, though it took him years to recover, and Ultimate Alien supported this statement by giving him a cameo in The Purge. Derrick Wyatt, the head director for Omniverse, stated he died in the battle against the Esoterica.
  • The Starscream: Hinted at; In Perfect Day, after being put in a Lotus-Eater Machine, Enoch is in a dream where he succeeded in taking Ben's Omnitrix. Rather than give it to his king, Driscoll, he puts it on himself and gloats about how the power is his. Granted this was essentially a Power Fantasy, but the fact that Enoch believed it was reality shows that he may have been plotting behind Driscoll's back long before being abandoned.
  • Start My Own: Also hinted at; in the Original Series, Driscoll eventually grew tired of his failures and left him behind. In The Purge, he shows up as seemingly a separate leader, suggesting he made his own Forever Knight faction during the Time Skip.


Forever King Driscoll

Voiced by Richard Doyle

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

  • Big Bad: In the first half of season 4 of the Original Series; Vilgax filled the role for the second half in Secret of the Omnitrix.
  • The Bus Came Back: After his defeat in the Original Series, Driscoll returns in Ultimate Alien.
  • Darth Vader Clone: In the original series. Right down to quoting him, even.
  • Demoted to Dragon: In Ultimate Alien, when George comes back, he willingly submits to him along with the other faction leaders and becomes The Dragon.
  • Fallen Hero: He was originally a member of the Plumbers until he trades alien technology illegally, leading him to be fired and join the Forever Knights.
  • From Nobody to Nightmare: He started out as just a veteran Plumber, but after being outed as someone using alien technology for his own selfish reason, joined the Forever Knights, then managed to work up the ranks, becoming the Forever King.
  • Hypocrite: In "The Purge", while meeting with the other faction leaders, he labels them as heretics, despite the fact that his faction is arguably the most heretical of the bunch. The other faction leaders, at the very least, have some noble goals. Patrick wants to kill a (from his point of view) dangerous alien dragon, Sir Cyrus wants to follow in the path of the First Knight, and Urian wants to restore glory to the organization. Driscoll, in comparison, wants to take over the world for himself.
  • Idiot Ball: His MacGuffin, the "Sub-Energy", was supposedly powerful enough to destroy a whole country. So of course, when fighting Ben as Upchuck with it, he goes with just shooting rather mediocre Eye Beams.
  • Killed Off for Real: He died in the battle against the Esoterica.
  • Light Is Not Good: He is armor is colored white, but he is pretty much evil.
  • The Man Behind the Man: To Enoch in the Original Series.
  • Powered Armor: In the original series, though it doesn't really do much aside from look intimidating. The sequels go with him outside of his armor, but one of the Ultimate Alien comic books, however, featured his Powered Armor.
  • Sore Loser: In Ultimate Alien, he agrees to fight with Ben in duel to decide whether or not he will free his alien hostages. While Ben fights with honor and even chooses to not use his most powerful forms for a more balanced fight, Driscoll still loses. He immediately tries to have the alien prisoners executed anyway out of spite. Cue Ben delivering a Badass Boast and intimidating him into freeing them.
  • Take Over the World: The purpose of his faction.
  • Undying Loyalty: To Sir George in Ultimate Alien. This is best shown when his immediate reaction upon learning of George's identity is to kneel before him and cede control of his faction.

    Phil Billings 
Voiced by: Robert Patrick (Original Series), Rob Paulsen (Omniverse)

A former Plumber whom worked with Max closely in the years they used to fight extraterrestrials. He eventually started business again, though it was by releasing aliens from the Null Void, which he'd then capture for a quick buck. He was later thrown into the Null Void, and never seen again until Omniverse, where he made two appearances, the second of which reveals that his DNA got screwed with, resulting in mutations that eventually have their own personality that took over.

Original Series

  • Asshole Victim: Well, Max does feel sorry for him, but many fans were under the impression he deserved his Fate Worse than Death at the end of his episode.
  • Badass Normal: By virtue of being a former Plumber, and Max's associate with that.
  • Fate Worse than Death: He ends up trapped in the Null Void at the end of his episode.
  • Fallen Hero: Helped assist Max in defeating Vilgax, and then made work as what was more or less a con artist.
  • Green-Eyed Monster: Envies the attention and family Max has.
  • Hoist by His Own Petard: He spent his post-retirement time using the Null Void Projector to unleash aliens on people so he could get a quick buck by capturing them. By the end of the episode, he finds himself trapped in the Null Void thanks to his own projector.

As a Rooter
In his Terroranchula form

  • Ascended Extra: He was a one-shot villain only meant to bring light on Max's backstory in the original series before being disposed of. Omniverse brings him back first as a minor but recurring villain and then features him as a member of the Rooters in the season six story arc.
  • Asshole Victim: Max feels that while Phil didn't deserve to be left in the Null Void, the monster that's taken over his body certainly does.
    Max: Phil got a raw deal, alright. But you've got this coming.
  • Beard of Sorrow: Spending years in the Null Void without a razor leads to him growing a beard.
  • Beard of Evil: Once he joins the Rooters, he cuts it shorter, and the Rooters aren't exactly moral paragons.
  • Big Creepy-Crawlies: His alien form is a humanoid spider.
  • The Bus Came Back: Malware and Psychobos experimented on him, which had pretty bad effects on his DNA and resulted his mutation.
  • Continuity Snarl: His first design when he reappeared was a tattered version of the current Plumber design (sleek, white spaceman-esque armor with a red dot around the neck), which is strange considering that the show actually features the original Plumber uniforms in some flashback sequences.
  • Empowered Badass Normal: Courtesy of the Nemetrix.
  • Energy Absorption: His mutant Terroranchula form feeds on electricity.
  • Evil Wears Black: After becoming a member of the Rooters, he wears their black Proto-Tech armor.
  • Green-Eyed Monster: Taken even further, as he hints that he's always been resentful toward Max as he's about to kill Ben.
  • Half-Human Hybrid: He can transform into a human/Terroranchula hybrid.
  • "I Know You Are in There Somewhere" Fight: This is attempted several time by Max on him when he comes back. Sadly, it eventually turns out it already was too late.
  • Magic Pants: His clothes somehow remained intact when he changed forms, and as a member of the Rooters, his armor stretches.
  • That Man Is Dead: "Kid, there hasn't been a Phil in this body for years."
  • Manipulative Bastard: His Terroranchula mind faked still being Phil so he could take advantage of Max's guilt to get inside Plumbers Headquarters and devour its power core.
  • More Teeth than the Osmond Family: In his Terroranchula mutant form.
  • Not So Different: In Max's Monster, a lot of parallel is done between him and Kevin. After The Reveal, though, it's decided he was nothing like him, as Phil is actually completely overtaken by his Terroranchula mind rather than under a reversible condition.
  • Red Eyes, Take Warning: His Terroranchula has red eyes.
  • Shapeshifter Guilt Trip: A variation: when the Terroranchula humanoid was about to be sucked into the Null Void, it shifts back to its full human form, aka Phil, and begs Max to have a heart, recalling how Phil already rotted in that place once. Max however knows better, and sends the creature that overtook Phil's body away.
  • Split-Personality Takeover: The Terroranchula mind appears to have completely consumed his own, leaving Phil as he was effectively dead.
  • Touched by Vorlons: His abilities in "Max's Monster" come from his exposure to the Nemetrix.
  • Token Human: He's the only Rooter who can willingly switch between a human and alien form.
  • Tragic Monster: He was a selfish man looking to make a quick buck using Engineered Heroics, and then spent years in the Null Void. We later find out he was captured by the Rooters and experimented on and sent to attack his former friends, and he clearly didn't enjoy it. And then when we see him return once again, Phil is effectively dead, his Terroranchula side having fully taken over.

Reboot Series

  • Adaptational Heroism: Quite possibly the biggest example in the series. Instead of a conman who freed dangerous aliens only to capture them again to earn a quick buck, this Phil has become an honest engineer and one of Team Tennyson's biggest allies, to the point where he's a frequent Guest-Star Party Member.
  • Adaptational Nice Guy: He is a fine fellow who worries about his coworkers' safety. He also gets along well with Ben and Gwen.
  • Cool Old Guy: Gwen even lampshades it.
  • Freudian Slip: He almost calls the Omnitrix by name before catching himself, even though Ben haven't revealed it to him, suggesting he knew about the watch beforehand.
  • Gadgeteer Genius: He is able to study the Omnitrix, an extremely complex piece of alien technology, and discover what its problem is and how to fix it. He also built the Omnicopter, allowing the Tennyson family to gallavant all over the world.



Voiced by Steve Blum (Original Series, Omniverse), Jeff Bennett (Alien Force)

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

  • Abnormal Limb Rotation Range: In the first two series, his skull was upside-down. Omniverse reveals that he, and all members of his species, have the ability to rotate their skulls.
  • All There in the Manual: His name, true identity and backstory were all revealed through a trivia pop-up (though by now it has become common knowledge in the Fandom). In-series, everyone always referred to him as Ghostfreak, and it took until Omniverse for his real identity to be even mentioned by the characters.
  • Arc Villain: Of the Galactic Monsters arc in Omniverse.
  • Arch-Enemy: The fourth contender for the title, right behind Kevin, Vilgax and Animo. His origin as one of Ben's aliens make him a rather personal foe and he is considered by fans to be one of the most iconic villains.
  • Awesome Mc Coolname: His name is a corrupted sounding version of the word "scare," even if some people had to read the manual to know it.
  • Bad Boss: When Dr Viktor slightly questions the reason for pursuing Ben, Zs'Skayr beats the crap out of him and then bashes him for underestimating Ben.
  • Batman Gambit: He pulls one in "Rad Monster Party", possessing some of the plumbers to get him and Viktor back to Anur Transyl. Bonus points for Ben being there on the same ship.
  • Battle in the Center of the Mind: He gets into one with Xarion, who had taken over Dr. Viktor's body. Xarion lost and Zs'Skayr absorbed him, allowing Viktor to regain control.
  • Big Bad: Original series, season 3 (though he wasn't revealed until the final two episodes of the season).
  • Black Eyes of Evil: He has them and the bodies he takes over will gain them.
  • The Bus Came Back: Alien Force gave him a rather simple, one-episode return, almost as if to confirm he still existed (despite previously dying, twice.) Omniverse brings him back as the Arc Villain of Galactic Monsters.
  • The Chessmaster:
    • He's revealed to have put a Thanatos Gambit intended to resurrect him that serves as the main plot to season 3.
    • In the Galactic Monsters arc, he steals the Rune Stone while escaping from Ledgerdomain, and pulls off a Batman Gambit in an attempt to return to Anur Transyl.
  • Chest Blaster: In the original series and Alien Force.
  • Creepy Twins: Not him, but there are two twin Ectonurite girls living in his castle, whom Word of God confirms to be his nieces.
  • Dark Is Evil: Not all Ectonurites are, but he certainly is.
  • The Dreaded: Ben is completely terrified of him, and for good reason.
  • Didn't Think This Through: In Galactic Monster, his master plan is to resurrect Lord Transyl and the other Vladats, then use them to conquer the Universe. Aside from the fact he completely fails to see how Dr Vicktor (whose species he knows was once enslaved and used as food by the Vladats) would never approve such a plan, he apparently doesn't take any measure to ensure he will be able to keep an army of creatures well-known for Fantastic Racism toward other species (including his own) and Horror Hunger under control, when he could barely convince Lord Transyl to team up with him. And that's not even mentioning the fact he thinks he can conquer the Universe with an army vulnerable to sunlight... in an universe where at least one species is made of anthropomorphic suns native from a star.
  • Divergent Character Evolution: Though Ghostfreak is a genetic copy of him, Omniverse differentiates the two by having Zs'Skayr take on a reaper-esque appearance with a scythe, and turning his skull right-side up (though Rad Monster Party reveals he's capable of doing this at will and assumed his new form at some point between resurrecting Dr. Viktor and his appearance in that episode). And while Steve Blum reprises both roles, Zs'Skayr retains their original voice while Ghostfreak sounds less creepy and more like a heroic teenager.
  • Enemy Without: Started out as one of Ben's aliens, until his conciousness slowly awakened and started to take over Ben's, eventually allowing him to escape the Omnitrix.
  • Eyes Do Not Belong There: He has one on his chest in Omniverse though it appears to be part of his new outfit than a real one.
  • Family-Unfriendly Death: He is exposed to sunlight and bursts into flames, burning to ashes. This happens twice!
  • Flanderization: His light weakness was mostly just restricted to sunlight or beams that were similar to sunlight such as a "sun gun", like Max's or Grey Matter's makeshift one. When he returned in Alien Force, any bright light seems to do damage to him. This carried over into Omniverse, where he will run to hide from any form of bright light. However, it's downplayed somewhat in the latter, as while any bright light weakens him, it takes Atomix triggering a fusion reaction directly in front of him to kill him.
  • Forgot About His Powers:
    • He doesn't use his invisibility or possession abilities in combat in Omniverse. When Ben turns back to human, he opts to swing at him with his scythe, even though part of what made Zs-Skayr such a threatening opponent before was that he would attempt to possess Ben the second his aliens stopped making him immune to it. This is made even weirder when he later mentions this ability in "The Vampire Strikes Back", thus confirming he still has it.
    • In "The Vampire Strikes Back", when seized by his own mind-controlled minions, he struggles with his scythe to get out of their grasp instead of just, you know, turning intangible and phasing through them.
  • From a Single Cell: Even the smallest sample of DNA contains his full consciousness, allowing him to constantly come back through his remains.
  • Fusion Dance: His plan in Alien Force is to possess Ben, use the Omnitix to transform into himself, lock the transformation, and then possess Vilgax.
    Zs'Skayr: With Vilgax, Ben Tennyson, and myself as one, there will be no power in the universe that can stop me!
  • Grand Theft Me: His intention toward Ben in the Original Series, though he has performed it on many character throughout the franchise.
  • Grim Reaper: His Omniverse design resembles one, complete with a scythe.
  • Hijacked by Ganon: Dr Viktor, the Yenaldooshi, and the Mummy were all three revealed to be working for him.
  • Hive Mind: His consciousness works that way, to the point it can survive even in the smallest sample of his DNA. He uses it both to keep surviving and to create an army of Ectonurite minions under his control in "Ghost Town".
  • Hoist by His Own Petard: In Omniverse, his plan to resurrect an army of Vladats and their leader Lord Transyl results in Doctor Viktor (whose species was enslaved by the Vladats and used as food) to betray him, allowing Ben to kill him...again.
  • In the Hood: In Omniverse, his second skin now resembles a cloak.
  • I Want Them Alive: In the original series, he stopped Dr Viktor from just frying Ben because he needed him alive to possess him.
  • Joker Immunity: No matter how many times he's killed, or imprisoned in the Omnitrix, he always comes back one way or another due to his From a Single Cell abilities. By the time of Omniverse, Ben actually expects him to come back later, and leaves the miniature sun he created to destroy him in the lab just in case he comes back again, so he can't use it again.
  • Knight of Cerebus: He was this in the original series. Nothing about him was played for laughs, the episodes he appeared in were some of the original series' darkest, and Ben is so scared of him that he never transformed into Ghostfreak again until years later.
  • Manipulative Bastard
  • Mind over Matter: All There in the Manual in the original series, he's only ever used it in the Alien Force episode "Ghost Town".
  • Names to Run Away from Really Fast: His name sounds like the word "scare," which is what people should be when they see him.
  • Noodle Incident: Omniverse reveals that he got stuck in Ledgerdomain at some point, putting some of the blame on Ben. No such event is featured in any of the shows, but most likely happened sometime between Alien Force and Ultimate Alien.
  • No-Sell: He can't possess Ben in alien form due to the "hybrid DNA."
  • New Powers as the Plot Demands: When he first appeared as a villain, his sole seen powers were invisibility, intangibility, possession and messing with Ben's mind while inside the Omnitrix. Over the course of his following appearances, he has displayed Chest Blaster ("Be Afraid of the Dark"), telekinesis, mass possession ("Ghost Town") and the ability to consume souls ("Rad Monster Party").
  • Only Known By His Nick Name: For much of the franchise he was known in-universe as Ghostfreak, Ben's name for his species. When Zs'Skayr reveals his true name in "Rad Monster Party", Ben's surprised to learn that his Enemy Without even has a name.
  • Our Ghosts Are Different: Ectonurites are technically alive, for one thing (though their concept of life is different than that of most sentient beings.
  • Sealed Evil in a Can: He is an odd example of evil that got sealed in a can accidentally, his DNA sampled for the show's Clingy MacGuffin so that the wearer can turn into him, and the personalities of his species being encoded in their genes somehow. Eventually, he gets loose and becomes Ben's Enemy Without.
  • Sinister Scythe: In Omniverse, he takes on a new reaper-like form, and wields one of these.
  • Skull for a Head: a skull turned upside down with a single eye and fangs, but still a skull. In Omniverse, he turns his skull right-side up.
  • Sore Loser: Ben believes him to be one. Considering that he planned on possessing Ben right after he just defeated his minions and foiled his plan in his last appearance in the original series, he might have a point.
  • Staying Alive: Well, he is a ghost-like alien.
  • Weak, but Skilled: Not really that weak, but his weakness to sunlight makes him easier to defeat in a straight fight, especially after Ben gained access to several aliens capable of producing light of their own. He makes up for it with a large set of abilities and impressive scheming skills.
  • Weakened by the Light: His species is highly vulnerable to sunlight, to the point being exposed to the sun can cause him to turn to ashes. He is, however, capable of going around this weakness by possessing a host.
  • What Happened to the Mouse?: The Zs'Skayr we know is a clone of the original resulting from his DNA being added to the Omnitrix. After having his DNA sampled, nothing is mentioned as to what became of the real Zs'Skayr. Given his own Joker Immunity it's likely his original body died at some point, causing his consciousness to awaken within Ghostfreak.

    Dr. Viktor 

Dr. Viktor

Voiced by Michael Dorn (original series , Omniverse), Peter Stormare (with King Xarion's mind in Ultimate Alien)

Dr. Viktor is a Transylian scientist, and one of Zs'Skayr/Ghostfreak's minions. His DNA was scanned when he grabbed Ben by the wrist, unlocking Frankenstrike.

  • Back from the Dead: The original Dr. Viktor was killed by Kevin in Ultimate Alien, and his body was taken over by King Xarion of Zarkovia. In Omniverse, Zs'Skayr/Ghostfreak devours Xarion's soul, killing him off, and reviving the original Viktor.
  • Blood Knight: Once freed in "Rad Monster Party", he remarks that one of the things he missed most was punching things.
  • Dr. Fakenstein: "Viktor" is a clear reference to Frankenstein's (the doctor, not the creature) first name.
  • The Dragon: To Zs'Skayr, until The Vampire Strikes Back. Of course, Lord Transyl already took over this role beforehand. Word of God says he still serves Zs'Skayr, he just didn't want the Vladats revived.
  • Dropped a Bridge on Him: He was killed off-screen by Evil!Kevin in Ultimate Alien. He got better.
  • Enemy Mine: Betrays Zs'Skayr despite the former's assurance that he can keep Lord Transyl in check. Dr. Viktor would rather not take any chances with the Vladats due to them being his natural predator and having enslaved him and his people centuries ago.
  • Even Evil Has Standards: He's uncomfortable with Zs'Skayr's decision to resurrect Lord Transyl due to Transyl and the other Vladats using his species as slaves and food prior to their extinction. He ultimately betrays Zs'Skayr, because as much as he hates Ben, he hates the Vladats more.
    Dr. Vicktor (witnessing Lord Transyl's resurrection): This is madness!
  • Expy: Of both Dr. Victor Frankenstein and his monster.
  • Genius Bruiser: As a Transylian, he is naturally, strong, and he has the intelligence to go with it.
  • Mad Scientist: He makes a passing mention of his "research".
  • Red Eyes, Take Warning: In Ultimate Alien.
  • Technopath: He can operate machines with the rods on his back.
  • Terrible Trio: In the original series, he formed one with the Yenaldooshi, and the Mummy, Zs'Skayr's other two minions. In Omniverse, the latter two are replaced by two new characters of the same species named Crüjo (the Loboan), and Kuphulu (the Thep Khufan).
  • Thanatos Gambit: Was responsible for resurrecting Zs'Skayr.
  • You Don't Look Like You: When his lifeless body appears in Ultimate Alien, he looks nothing like he did in the original series. This is corrected in Omniverse, where he looks much more like his original self.
  • Vocal Evolution: In Omniverse, his voice isn't as deep as in the original series and he also speaks in an Austrian accent.
  • Wham Line: In "The Return", he appears to have been the mastermind behind the season's arc when he is introduced. Then this line is delivered:
    Ben/XLR8: I don't know what your plan is...
    Dr. Vicktor: Oh, it's not my plan. It's the master's plan. It always was. (resurrects Zs'Skayr)

    Sixsix, Sevenseven, and Eighteight 

Sixsix, Sevenseven, and Eighteight

Sixsix and Sevenseven voiced by Dee Bradley Baker

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

  • Adaptational Heroism: In the Reboot, Sixsix turns out to have been Good All Along, as he was actually trying to prevent Vilgax's return. However, following appearences averts this, impling he did that because somebody payed him to.
  • All There in the Manual: Before the second series, the pop-ups in the first series confirmed Sevenseven's existence, explaining that they're brothers (with Sevenseven obviously being the elder). According to Derrick J. Wyatt, they also have a sister named Eighteight, who debuts in season 3 of Omniverse.
  • Arm Cannon: Sixsix and Eighteight use blasters, but Sevenseven can turn both of his arms into blasters. Sixsix sometimes displays a small rocket-launcher that he flips up from one of his wrists.
  • A Twinkle in the Sky: In the reboot episode " Mutiny on the Bounty ", Shock Rock hit Sixsix with so much force he disappered over the horizon.
  • Badass Normal: Eighteight lacks the firepower or augmented abilities of her brothers, however she's notably more agile, not to mention stronger than them.
  • Berserk Button: Apparently, Eighteight doesn't take well to being told she resembles her brothers.
  • Bilingual Dialogue: When other aliens that speak English talk to them, they respond in their native language, and the person they talk to can understand what they're saying. However, Hobble can't understand what they are saying.
  • Breakout Villain: Not as much as characters like Charmcaster, but still, Sixsix was first introduced as a random bounty hunter in a team sent by Vilgax to get the Omnitrix and was in fact not even named until his second episode. He got so popular that the sequels eventually gave him a brother and two sisters and changed him from a one-off mook to a series mainstay.
  • The Bus Came Back: After disappearing for all Alien Force and Ultimate Alien, Sixsix is brought back in Omniverse.
  • Coat, Hat, Mask: Sixsix's introduction in the movie had him wearing a longcoat and a hat in addition to his helmet.
  • Cute Monster Girl: While we can't confirm this by seeing her face, Eighteight has a more human-like size and body than her two much bulkier brothers.
  • Distaff Counterpart: Eighteight, of her brothers.
  • The Dragon: Sixsix, to Vilgax in Secret of the Omnitrix
  • Expy: Of Boba Fett from Star Wars.
  • Informed Ability: Eighteight is supposedly the more dangerous of the three but never does greatly better in a fight.
  • Lightning Bruiser: Eighteight is far more WaifFu yet at the same time, strong enough to resist Gravattacks' Gravity Master powers, and a massive metal vent falling on her, at the same high gravity. It's not stated just how many Gs she's under at the time, but by what Ben's saying, it's alot.
  • Muscles Are Meaningless: Eighteight, despite being smaller than her brothers, is far stronger.
  • Multi-Armed and Dangerous: Sixsix and Sevenseven have various small arms that can show up through various openings of their armors. Eighteight can presumably do the same.
  • Nightmare Face: Sixsix's face is terrifying to the point where even his own mother might not like it due to his mutations.
  • Not So Stoic: They all get moments in Omniverse, Sevenseven blowing out a smoking laser, Sixsix tossing grenades, then waving bye-bye with his vestigial arm, Eighteight getting angry when being compared to her brothers, and all three cowering when Attea fires off her super-weapon.
  • Please Keep Your Hat On: You don't want to know how Sixsix looks behind his helmet. Notably, Word of God said he's a mutant and the rest of his species don't look like he does.
  • Punny Name: Their baby sister, Twotwo, wears a tutu.
  • The Quiet One: Compared to Sixsix, Sevenseven almost never speaks. Not that we can understand what he is saying anyway...
  • Screw This, I'm Outta Here!: In Sevenseven's debut episode, Swampfire shrugs off his attacks, and punches him so hard his helmet cracks, after this he opts to run.
  • Sliding Scale of Villain Effectiveness: Played straight when Ben Charges them with Cannonbolt, he takes Sixsix (original series) down without any trouble, Sevenseven (Two squeals) counters his charge with and electrified brass knuckle, but Ben redoubles his efforts and takes him down, and Eighteight (current series) manages to evade him completely, and get a bunch of shots in before Attea accidentally shoots her. Later, Eighteight is also able to resist Gravattack's powers.
  • Suspiciously Similar Substitute: Sevenseven to Sixsix. Beside the names and armor colours (and the face under the helmet), the two are almost identical.
  • The Unintelligible: According to Word of God, their language is so complex that it cannot be translated with Translator Microbes. For some reason through, some aliens, including Rook, have displayed the ability to understand them.
  • Those Two Bad Guys: Sixsix often teamed up with Vulkanus in the original series.
  • Villains Out Shopping: Hilariously, Sevenseven is at the auto show in "OTTO Motives", and even brought his little sister, Twotwo, with him.
  • Villain Team-Up:
    • Sixsix teams up with Kraab and Vulkanus and works on regular basis for Vilgax. Sevenseven is hinted to have been working for Zombozo in Ultimate Alien.
    • Sixsix, Sevenseven and Eighteight all team up under Princess Attea's order in "Vilgax Must Croak".
  • Walking Armory: both Sixsix and Sevenseven. Averted with Eighteight, who just uses a regular blaster.
  • What Happened to the Mouse?: It's presumed Sixsix was sent back to Incarcecon after "Secret of the Omnitrix", but no clear information was ever given about why we never saw him back until Omniverse.



Voiced by John DiMaggio

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

  • Bullying a Dragon: In Con of Rath, upon seeing recognizing Ben in Rath form, he mocks him by asking if he "put the Omnitrix on ugly". Granted, he couldn't necessarily know how violent Rath was, but mocking the guy wearing the most powerful weapon in the universe and who already defeated him several times before ? Not the smartest move...
  • Characterization Marches On: The original series depicted him as a Dumb Muscle (Synaptak specifically refers to him as "All brawn, no brain"), had him almost always teaming up with Sixsix and didn't really developed his personality. In the Alien Force/Ultimate Alien era, he usually worked of his own leading his own minions, and was smart enough to develop his own business.
  • Dumb Muscle: He is described as this in his first appearance. In his later appearance, however, he is portrayed as slightly smarter than before (Enough to have his own business). Of course, most of his appearances are comical, and he still isn't very bright.
  • Fantastic Racism: He makes a quite arrogant comment about Tetramands upon meeting Fourarms on Earth.
  • Hoist by His Own Petard: One episode has him paying to have a Techadon usine put in Bellwood producing large amount of always more powerful Techadons to eliminate Ben. By the end of the episode, the protagonists figure out a way to trick the Techadon into a hunting him instead.
  • The Man Behind the Curtain: In Alien Force and Ultimate Alien, Vulkanus is just a dwarf creature in an giant armor. Omniverse explains this; During the original series' era (particularly four years prior to Alien Force), Ben as Diamondhead blew up Vulkanus's original body, requiring him to be put in a robotic suit to regenerate.
  • Those Two Bad Guys: With Sixsix, in the original series.
  • Powered Armor: Forced to rely on this in in Alien Force and Ultimate Alien.
  • Villain Team-Up: Usually with Sixsix, but Ultimate Alien also had him teaming up with Zombozo and Charmcaster.


Herbert J. Zomboni/Zombozo

Voiced by John Kassir (Original Series), John DiMaggio (Ultimate Alien, Omniverse, Reboot)
"See, it's not about just killing your cousin... it's about making him suffer."

A mysterious Monster Clown who used to lead a Circus of Fear, making people laugh so he could use a machine to feed on their happiness while his minions were stealing the city.

  • Ascended Extra: He was a one-shot (if memorable) villain in the Original Series, but was eventually brought back in Ultimate Alien for one more episode and then became a recurring villain in Omniverse.
  • Ax-Crazy: In Ultimate Alien, he tried to kill Ben's mother in a very sadistic way while Gwen was watching. And it's clearly implied he buried someone at the beginning of the same episode.
  • Body Horror: Omniverse makes him look more zombie-like with his body rotting away. By "Something Zombozo This Way Comes", he's a horribly emaciated corpse. The episode apparently justifies this by stating that thanks to the lack of fear due to Ben's heroism, not only was he losing his powers, but his body was rotting away as well.
  • Breakout Villain: He was a one-shot villain in the original series, who was implicitly gone for good after Ben dealt with him. He would later go on to show up again in Ultimate Alien, before finally becoming a recurring character in Omniverse and the 2016 reboot.
  • Character Exaggeration: Ultimate Alien and Omniverse pretty much just take the clown aspect and run with it. The latter moreso than the former.
  • Characterization Marches On: Three times.
    • In the original series, he amounts to a supernatural stalker who feeds on the joy of people to the point that they'll become little but a husk if it continues, while also sadistically frightening Ben.
    • Ultimate Alien trades that in for a normal clown gimmick (such as seltzer and joybuzzers), as well as Zombozo being slightly more stoic, but no less clownish, and taking a more direct approach in murdering people or messing with their heads.
    • Omniverse makes him much more "wacky" while seeming to tie him back to being supernatural, looking like a corpse (and perhaps even implying as such, considering that we see no left eye, his visible ribs, and flies circling around him after he's captured) and using stretchy arms.
    • The only thing that has remained consistent between the appearances is that he's a Monster Clown. "Something Zombozo This Way Comes" apparently tries to justify this change by saying his abilities are powered by how much joy/fear he feeds on, and he hasn't been able to feed nearly as much since Ben first defeated him, causing his powers to gradually fade away and forcing him to rely on gimmicks in Ultimate Alien. How exactly he got the stretchy arms is unclear.
  • Composite Character: Omniverse shows that he has kept the clown weaponry from his sole appearance in Ultimate Alien, but his corpse-like appearance and Rubberman abilities (at least in his first appearance) indicates that he's more like the supernatural force that the original series showcased him as (Derrick has hinted that he is, in fact, supernatural).
  • Dark Is Evil: Commonly dresses in predominantly black attire in Ben 10 and Ultimate Alien. He wears more purple in Omniverse, but seems to have a shadow permanently cast over him.
  • Denser and Wackier: His first series and Ultimate Alien show him to be a manipulative, horrific character despite his dark sense of humor and changing arsenal. Omniverse exaggerates his clown aspects as far as it can. "Something Zombozo This Way Comes" brings back some of the darker aspects of his character, with him feeding on fear and his minions turning the citizens of Bellwood into zombie clowns.
  • Emotion Eater: In his first appearance, he fed on joy. In Omniverse, he feeds on fear instead.
  • Evil Has a Bad Sense of Humor: Type 2.
  • Expy: In the original series, some have noted him to be very similar to that of Pennywise the clown. He's much more like The Joker in Ultimate Alien.
  • Hammerspace: He's able to keep various clownish weapons hidden in his pockets, including a very large hammer.
  • Hoist by His Own Petard: Zombozo's a Monster Clown who feeds on emotion, Joy in his first appearance and Fear in his later ones. However, like the bully he is, he can dish out fear but he can't take it, losing to Ben on two separate occasions due to Ben terrifying him into submission. Once with Ghostfreak's true form and the second by being tricked into looking at Toepick's face. He even lampshades it the second time.
    Zombozo: No fair defeating your fear with my fear! Cheater!
  • Humanoid Abomination: It's not clear what he exactly is (though Omniverse does give him a civilian name and he states that he used to work in a school lunchroom, suggesting he Was Once a Man), but Word of God confirmed he was a supernatural being. He is apparently a Emotion Eater who can use the emotions he feeds on to power various kind of supernatural abilities.
  • The Leader: Of the Circus Freak Trio. In addition, whenever he is in a Villain Team-Up, it will be either him or Psyphon who leads.
  • Mind Rape: Inflicted this to Ben in his first appearance by taking advantage on Ben's fear of clowns. Ben then payed him back using Ghostfreak.
  • Monster Clown: A supernatural clown-like criminal with Axe-Crazy tendencies and who strongly enjoys mind-raping people.
  • Ninja Pirate Zombie Robot: He is, as some plot descriptions on websites gave him: A Zombie Vampire Clown.
  • Our Vampires Are Different: In his first appearance, he fed of people's happiness. The result when he got all of it wasn't pretty.
  • Our Zombies Are Different: Word of God states he was actually bitten by a zombie before he was found and adopted by a circus, explaining a lot of his more supernatural abilities.
  • Practically Joker: A lot of his personality traits are similar to that of Batman's archenemy and both of his voice actors did voice the Clown Prince of Crime.
  • Rubber Man: His arms stretch in Omniverse.
  • Running Gag: He is usually defeated by scaring him. In the original series, it was Ben as Ghostfreak. In Ultimate Alien, it was Gwen. In Omniverse, it was Ben as Toepick.
  • Same Character, but Different: In the original series, he has a very supernatural edge to him. Ultimate Alien made him out to be an incredibly Joker-esque character with none of the powers he demonstrated in the original series, though he still has the same overall personality. The supernatural traits seem to have returned for Omniverse, in that he can stretch and his body looks like it's decomposing, but now his personality is totally different.
  • Slasher Smile: This is one of the few things he kept in all the series.
  • Villain Team-Up: With Vulkanus and Charmcaster in Ultimate Alien. With Psyphon and the alien criminals in Omniverse.
  • Whip It Good: Uses one in Omniverse.
  • Worf Had the Flu: It's explained that his weakening from his original form and reliance on weapons were because Ben had made it difficult for him to feed.
  • Your Mom: In "Special Delivery", in the auction, he can be heard telling someone about the time he made a joke about Vilgax's mom.
    Zombozo: Then I told Vilgax, "Know what's really scary? Your mom!"

Reboot Series

  • Acrofatic: He is clearly overweight, yet he can run and do flips and cartwheels like is nobody's business. He even fought several of Ben's aliens with his acrobatics.
  • Adaptation Personality Change: He's much more "clown-like" here, reminiscent of The Joker from the Silver Age.
  • Adaptational Badass: He's a more skilled fighter here than in any other version.
  • Adaptational Wimp: He isn't remotely supernatural in this show, with his gimmick being hypnotic mind-control technology instead.
  • Bad Boss: He is ever. Not only he is not paying a dime the Circus Freak trio causing them to leave him in "Vote Zombozo", but the same episode also reveals that Acid Breath (a 16 years old in this version) has been reduced to his current look by a disease that Zombozo never bothered to have a doctor check or treat, despite the teen begging him to.
  • Composite Character: Rather than circus related paranormality, here his main gimmick is hypnotic mind control, much like Sublimino in the first series.
  • Heel–Face Door-Slam: He actually tries to go straight in "Party Poopers", but Frightwig is having none of it.
  • Ineffectual Sympathetic Villain: Zombozo isn't very lucky - not only does he always fail, but eventually even his hired hands, the Circus Freak trio, temporarily abandon him, and by "Supervillain Team-Up" he's living as a hobo. It gets so bad that he even tries to go straight as a party clown in "Party Poopers".
  • Large Ham: He has a very theatrical voice, courtesy of John DiMaggio.
  • Lazy Bum: In "Welcome to Zombozo-Zone" he hypnotized everybody in a medieval-style fair (including the Tennysons) in believing he was the king. He then proceeds to do basically nothing except stuff his face and take servants, leaving Ben to do all the work with his aliens. He even admitted to Gwen he only wants to be king to "eat, relax and dress fancy".
  • Monster Clown: Although much less monstrous than in the earlier shows. He fits the bill a little more in "Dreamtime", where he traps the Tennysons in a nightmare they can't escape from where he rules with some Reality Warper powers thanks to a machine he built.
  • Villain Team-Up: Vilgax kidnapped him in "Super Villain Team-Up" to use his hypnotic powers to mind control the army of aliens he wanted to create with Ben's Omnitrix.
  • Weaksauce Weakness: Not him, but his hypnosis: if a victim sees their own reflection, they immediately break free.



Voiced by Jennifer Hale (Original Series, Omniverse), Kari Wahlgren (Ultimate Alien)

The leader of a female biker gang who committed thefts. During a confrontation with Ben and one of Vilgax's drones, she investigated the drone's remains, causing them to fuse with her and turn into a cyborg. Though she initially attempted to use her newfound powers for crime, it quickly turned out she had no power over them. Vilgax then contacted her and forced her to chase Ben for him.

  • Amazon Brigade: She leads one in both her debut and her Ultimate Alien cameo.
  • Badass Biker: Evil or not, you can't deny she is an impressive fighter.
  • Badass Normal: An effective threat with or without her cybernetics.
  • Between My Legs: She has this type of camera shot at one point in the Omniverse episode "The Color of the Monkey".
  • Blessed With Suck: Sort of; her cyborg form was unable to rob jewels, since she would destroy them accidentally by trying to seize them.
  • Brought Down to Normal: By Upgrade at the end of her first appearance.
  • The Cameo: She has a non-speaking role in "The Most Dangerous Game Show" as one of the many women competing to marry Ben.
  • Combat Pragmatist: She was more than willing to take advantage on Ben's reluctance to hit girls as Fourarms.
  • Cyborg: She was turned into one by Vilgax in her first appearance.
  • Dark Action Girl: Compared to her more magic-oriented rival Charmcaster, she seems to favor hand-to-hand fights.
  • Empowered Badass Normal: Her first appearance in a nutshell.
  • Enemy Mine: She joins the heroic girls and Ben against Charles Zenith in "The Most Dangerous Game Show".
  • Evil Is Petty: Aside from the fact she tried to kill Ben, Gwen, and Max at their first encounter for no other reason than being annoyed by them looking at her, the best she could think about after gaining cyborg powers was to rob jewelry.
  • From Nobody to Nightmare: Started out as a random petty thief. Fuse her to one of Vilgax's Mecha-Mooks, and you get a dangerous powerful cyborg.
  • Kick the Dog: First introduced with her group robbing a station. She then decides to shoot at Ben, Max and Gwen because they annoy her.
  • The Lad-ette: Female, tomboy, has a strong punk stride to her look, and leads a gang of female biker criminals.
  • Most Common Super Power: She has a very impressive bust in Omniverse.
  • Ms. Fanservice: In Omniverse, she wears a very form-fitting bodysuit that highlights her toned athletic figure.
  • Pet the Dog: Helps to save Ben in "Most Dangerous Game Show".
  • Powered Armor: She relies on this to make up for loosing her upgrades in her later appearances.
  • The Rival: To Charmcaster in the Negative 10.
  • She's Got Legs: And she shows them off through her bodysuits.
  • Ungrateful Bastard: When Ben freed her from Vilgax's control through Upgrade, her first reaction was to attempt to backstab him.


Clancy's new form
Voiced by Nicholas Guest

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

  • Amazing Technicolor Population: He is blue.
  • Anti-Villain: Type II in his first appearance; while he was relying on murderous methods, all he wanted was to protect his home.
  • Beard of Evil: Shaped like mendibles, no less.
  • Big Creepy-Crawlies: By the time he joined the Negative 10, he's been turned into a human-mantis hybrid, apparently thanks to Dr. Animo's intervention.
  • The Beastmaster: He has an empathetic link with arthropods and can use them for fighting purposes.
  • In the Hood: His typical attire before his mutation.
  • One-Winged Angel: When joining the Negative 10, he was turned into a humanoid mantis monster, possibly through Dr Animo's experiments.
  • Out of Focus: He has never made a reappearance or so much as a mention since the first series and the Negative 10 two-parter.
  • Roaring Rampage of Revenge: He initially was only trying to kill a councilwoman to prevent her from destroying his home. Bad, sure, but not that big of a threat. After Ben destroyed his home, killing many of his insect friends in the process, however, he attempts to nuke the whole city as a payback.
  • Took a Level in Dumbass: Being transformed into a Monstrous Humanoid resembling a mantis seems to have greatly robbed him of a good deal of his intelligence, as he no longer seems capable of speech and instead utters animalistic screeches and snarls.
  • Villainous Breakdown: After Ben destroyed his house and killed many of his bugs.

    The Circus Freak Trio 

The Circus Freak Trio

Acid Breath voiced by Dee Bradley Baker (Original Series & Omniverse), Josh Keaton (Reboot)
Frightwig voiced by Cree Summer (Original Series & Omniverse), Jessica DiCicco (Reboot)
Thumbskull voiced by Jeff Doucette (Original Series), David Kaye (Omniverse), John Dimaggio (Reboot)

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

  • Adaptational Badass: In the Original Series they were easily kicked around by Ben in every encounter they had. In the reboot they are well coordinated enough to give Four Arms a good fight.
  • Age Lift: In the reboot, Acid Breath is 16 years old, when he was much older in the original continuity.
  • Breath Weapon: Acid Breath. As suggested by his name.
  • Body Horror: Acid Breath's face. Seriously, just look at the pic.
  • The Bus Came Back: They finally returned in Omniverse, surprisingly with Zombozo, their former leader.
  • Butt-Monkey: Not only does Ben never have any Omnitrix glitches when he faces them, but they usually end up serving as his punching bag. The best example probably is when they had to fight him... right when Ghostfreak was taking over.
  • Clown Car: They ride in one... and also use it to stash any loot they have stolen.
  • Enemy Mine: Frightwig with the good female characters in "The Most Dangerous Game Show".
  • Even Bad Men Love Their Mamas / Hidden Depths: Granted it's only one line, but when Ben asks him if his mother told him it's rude to spit, Acid Breath shoots back "Where do you think I learned it from?", which could imply his mother raised him to be a criminal and he inherited his "gift" from her.
  • Exactly What It Says on the Tin: Acid Breath is, well, a guy with acid breath. What else?
  • Flanderization: Thumbskull no longer has fingers in Omniverse. Instead, he has thumbs and two giant fingerless digits with a giant nail in place of his fingers.
  • Harmless Villain: They do have dangerous powers and would probably be a danger to civilians, but they prove rather ineffective against Ben, and the only way they have any impact on the plot is when they are working for someone. Otherwise, they are pretty lame villains, and it's practically a Running Gag to have Ben defeat them with incredible ease.
    • Even in their introduction, they proved pathetic enemies right at their first confrontation with Ben, and the only reason they weren't easily defeated was because they were then working for Zombozo, whose Ben was terrified of.
    • Averted in the reboot. See Adaptational Badass above.
  • Nerf: The degree of how powerful Acid Breath's acid is in Omniverse isn't really defined, but seems much less powerful and dangerous than in the original series.
  • Pet the Dog: Frightwig helps to save Ben in "Most Dangerous Game Show".
  • Punny Name: Thumbskull's name is a play on the insult "numbskull".
  • Real Men Wear Pink: The reboot episode "Vote Zambozo" shows that Thumbskull was planning to use his part of the loot to go to a spa and have the nail-like crest on his head manicured.
  • Slapstick Knows No Gender: Frightwig being a female (and not a really ugly one, unlike her teammates) didn't allow her to escape being Ben's punching bag like the others. In fact, she even gets one of the most silly beat up, including most notably when she tried to grab Ghostfreak, who merely phased through the ground while still holding her hair and forced her to hit her own head against it.
  • Screw This, I'm Outta Here!: In the reboot. After realising Zombozo wasn't going to pay them squat, they fled to Mexico.
  • Terrible Trio: They are never seen without each others, and they are typically very ineffective.
  • Took a Level in Badass:
    • Subverted in their second appearance, where, when confronting Ghostfreak, they efficiently combine their powers, apparently defeat him and laugh gleefully. Cue a completely unharmed but pissed off Ghostfreak emerging from the ashes and delivering them a No-Holds-Barred Beatdown.
    • Played straight in Omniverse, where they put up a decent fight.
    • Also in the reboot episode "Speechless on the Seine": not in fighting skills (they are already a case of Adaptational Badass), but in position: they are now working with Zombozo, not for him, which means the clown can no longer boss them around.
  • Villains Out Shopping: Their last scene in the Reboot (so far) has the three of them chilling out on a beach.
    • During the theft they were litteraly talking to each other how they wanted to spend their share.
    • "Speechless on the Seine" reveals that Thumbskull enjoys juggling in his free time.
  • Weaksauce Weakness: All three of them have one; Acid Breath becomes harmless when something obstructs his mouth, Frightwig can be trapped in her own hair, and Thumbskull is an idiot.

Frightwig (Reboot)

In the reboot, Frightwig is introduced as a 10-year old girl who is her own standalone villain, not yet a part of the Circus Freaks (and when she does join up with them, the group itself doesn't last long). Her hair is now a device attached to her head, complete with its own A.I voice that can talk to her.

  • Adaptational Personality Change: Frightwig is now a mischievous 10-year-old, much like Ben, except her mischief is criminal, even potentially homicidal. She also has a penchant for science that was not present before.
  • Age Lift: She was a fully grown adult in the original series, but is 10 years old here.
  • Ascended Extra: In the previous series, she was more or less just a disposable mook whose only real purpose was to get thrown around by Ben, and with fairly little character. She gets much more emphasis as an independent antagonist in this series, along with a more developed personality and explanation for her hair.
  • Combat Tentacles: Her hair still holds this power.
  • Composite Character: Her name and powers are the same as the original Frightwig, but her being around Ben's age and her dark similarities to him make her more similar to Kevin 11.
  • Dude, Where's My Respect?: She doesn't much like being treated as a "rookie" due to her age when she joins the Circus Freak Trio. Then she, like the rest of the trio, gets fed up with Zombozo's Bad Boss nature.
  • Enfante Terrible: Only 10 years old and already a master criminal.
  • Evil Counterpart: To Ben. She's a mischievous 10-year old who gets a powerful device attached to her body (in her case, her hair), but she uses it for evil rather than for good.
  • Eviler Than Thou: Zombozo actually attempts to reform in "Party Poopers", but Frightwig drags him back to a life of crime.
  • Mad Scientist: Her hair device and A.I along with conversations she holds with Acid Breath and Thumbskull in "Vote Zombozo" shows that she's obsessed with science and technology to an amoral degree.
  • Tag Along Kid: She is the youngest of the Circus Freak trio, being 10 years old, while Acid Breath is a sixteen years old teenager and Thumbskull is an adult.
  • The Rival: To Ben, mainly on her side due to how frustrated she is with him thwarting her plans. Ben just treats her like a nuisance.
  • Troubling Unchildlike Behavior: Trying to sabotage factories, robbing banks, attempting to blow up a dam, throwing a computer into a swimming pool full of people, attempting to destroy a city...all stuff she does.
  • Weaksauce Weakness: Her hair is rendered powerless when it gets wet, not to mention she can tangle herself up in it.



Voiced by Richard McGonagle (original series), David Kaye (Omniverse)

Exo-Skull hails from Ben 10,000's time period. He is a cybernetically enhanced Rhino/Human hybrid created by Dr. Animo, and part of a gang of human/animal hybrids.

  • All There in the Manual: Most of the information about his backstory, such as Dr Animo creating him and him belonging to a gang of similar animal/human hybrids, were revealed through a trivia pop-up.
  • Ascended Extra: He made a brief appearance in the original series and a cameo at Psyphon's auction in Omniverse before becoming a recurring villain in the Time War arc.
  • Even Evil Has Loved Ones: He does love his girlfriend Subdora and is very patient with her and supportive of her need for artistic expression, giving her two chances to do things her way before he does the job his way.
    Exo-Skull: I support you unconditionally and respect your need for artistic expression. But from now on, we're gonna do this job my way!
  • Force and Finesse: He's the force to Subdora's finesse.
  • Half-Human Hybrid: He's a human/rhino hybrid created by Dr. Animo.
  • Genius Bruiser: Despite being mostly brute force in battle, he does have his moments. In "Fight at the Museum", he is seen laying on the couch reading a book. In "Secret of Dos Santos", he allows Ben, Rook, and Kai to disable all the temple defenses before stepping in to retrieve the prize.
  • Huge Guy, Tiny Girl: He's about twice Subdora's size.
  • Interspecies Romance: He's a human/rhino hybrid and Subdora is a Merlinisapien (ChamAlien's species).
  • No-Sell: He is immune to Whampire's Corrupturas and hypnosis due to his cybernetics (Though Subdora claims it's really because he doesn't have enough of a mind to control).
  • Unholy Matrimony: Again, with Subdora.
  • The Worf Effect: In his first appearance, he goes down in a few seconds for the sake of establishing how badass Ben 10,000 is.
  • Would Hit a Girl: When Kai manages to break his laser horn, he threatens to gut her before Ben saves her.



A short-tempered, midget-sized human with hypnotic powers who used them to control people and force them to accomplish crimes for his profit.

  • Evil Is Hammy: Well, he is a stage hypnotist turned supervillain.
  • Good Scars, Evil Scars: It's hard to tell due to his glasses, but he has a distinctive lightning-shaped scar on the right eye.
  • Hair-Trigger Temper: Though to be fair, considering everyone seems to constantly mock him, you can understand him.
  • The Napoleon: Small, short-tempered, and with a massive ego, he fits the trope like a glove.
  • Non-Action Guy: While his power is impressive, he has absolutely no fighting skills whatsoever, forcing him to rely entirely on his hypnotized slaves to defend him. In Midnight Madness, as soon as Ben was done passing through them, he could defeat him easily.
  • Out of Focus: Like Clancy, he never appears or is mentioned again after his first appearance and role in the Negative 10.



An alien Bounty Hunter, first introduced as one of the people sent by Vilgax to get the Omnitrix.

  • Adaptational Badass: He is actually a pretty formidable opponent in the reboot: he outlasted Sixsix in both battles against Shock Rock, takes control when he and Sixsix teams up against Tetrax and even gets the drop on him, shattering one of his arm. Tetrax is only saved by Ben's intervention.
  • Adaptational Heroism: In the Reboot, he turns out to have been Good All Along, as he was actually trying to prevent Vilgax's return. Like Sixsix, this was averted in the following episodes.
  • Cyborg: The large majority of his body is a mechanical, crab-like shell, but Word of God is that he is at least partially organic.
  • Giant Enemy Crab: As suggested by his name, he has a distinct crab-like appearance, completed with a pincer.
  • Light Is Not Good: His armor is golden, but he is far from being a good guy.
  • Out of Focus: He has only made three appearances across the entire franchise. Averted in the reboot, where he already appeared more times than the other series combined.
  • The Smart Guy: Of the team he forms with Sixsix and Tetrax in the reboot. He insists that he should get a larger share of their pay for this.
  • Third-Person Person: He does it sometimes in the reboot.
    "Kraab will return! Mark Kraab's words!"
  • Villain Decay: He actually was a pretty fearsome villain in his first episode, where he easily took Ben down as Ghostfreak. All his following appearances in the main continuity have portrayed him as a small fish who gets easily defeated. Granted, it might just be that Ben is way more experienced by the time he faces him again.
  • Weaksauce Weakness: He can be took out in a single shot of electricity.


A minion of Zs'Skayr, belonging to a werewolf like species known as Loboans. He also unlocked Blitzwolfer via scratching the Omnitrix.

  • Dark Is Evil: Not all Loboans are evil (although their social norms are different to humans according to Word of God), but he sure is.
  • Full-Frontal Assault: Unlike most Loboans, he doesn't wear clothes.
  • Lightning Bruiser: He's fast, strong, and very deadly.
  • Make Me Wanna Shout: Can open his mouth into four mandibles generating a sonic howl.
  • No Name Given: This Loboan doesn't have a known name, only being referred to as the Yenaldooshi (while everyone thought it was a Navajo werewolf) and later just the Werewolf (once everyone figures out what he actually is).
  • Our Werewolves Are Different: He is actually an alien species from Luna Lobo (Anur Transyl's moon) and as a result he cannot infect people by biting them, nor can he take on a human form.
  • Savage Wolf: A werewolf-like alien that is firmly a villain and fights viciously.
  • Uncertain Doom: The Loboan is last seen next to the Corrodium Beam transmitter seconds before the camera pans away from the explosion, leaving it unknown if the Loboan survived or not. Either way, he is never seen again, and he is replaced by Crüjo as Zs'Skayr's Loboan minion.
  • The Voiceless: He only communicates through growls and grunts. Since Blitzwolfer and most other Loboans can talk just fine, he presumably can talk but simply prefers not to.

    The Mummy 
A minion of Zs'Skayr belonging to a mummy-like alien species called Thep Khufans. He was tasked with gathering Corrodium for Zs'Skayr's plan, and he unlocked Ben's Thep Khufan transformation, Snare-Oh, when he touched the Omnitrix.
  • Combat Tentacles: The bandages that make up his body actually are thin, but very strong tentacles he has complete control over. They can be used to effortlessly lift Diamondhead.
  • Dark Is Not Evil: Not all Thep Khufans are, but he certainly is.
  • Mummy: His look is based on one, though otherwise it follows almost none of the clichés usually associated with the trope.
  • Mummy Wrap: His primary power; all these bandages actually are tentacles he can use to grab anything and anyone.
  • No Name Given: Just like the Loboan, this Thep Khufan is never referred to by any name, only being known by the Tennysons as the Mummy.
  • No-Sell: Thep Khufan are completely immune to the horrible mutations corrodium radiations usually cause, allowing them to carry the substance inside their body with no ill side effects. Which makes the Mummy the perfect candidate for gathering corrodium.
  • The Voiceless: He is never shown speaking at all. Since Snare-Oh and most other Thep Khufans can talk just fine, he presumably can talk but chooses not to.
  • What Happened to the Mouse?: The last we ever see of the Mummy is when Dr. Viktor opens a portal to the Null Void, which sucks him and Dr. Viktor in. While Dr. Viktor makes a return in Ben 10: Ultimate Aliennote , the Mummy is never seen again in the series, and he is replaced by Kuphulu as Zs'Skayr's Thep Khufan minion.


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