Characters / Ben 10: Villains (Ultimate Alien)

Ben 10 franchise character index
Main Characters (Ben Tennyson) | Omnitrix Aliens
Villains premiering in: The Original Series (Vilgax, Forever Knights) | Alien Force | Ultimate Alien | Omniverse | The Specials | The 2016 series
Supporting Characters

A character subpage for Ben 10 Villains.

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Arc Villains

Aggregor

^{Click here to see his Ultimate Aggregor form} 

Voiced by: John DiMaggio

"No one escapes Aggregor!"

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

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• All Your Powers Combined: the first step in his plan is to permanently assimilate Fire, Water, Earth, Wind, and Electric powers from a quintet of aliens from the Andromeda Galaxy.
• Anti-Magic: Courtesy of absorbing Galapagus.
• Badass Longcoat: With no shirt, underneath.
• Big Bad: For the first season of Ultimate Alien until he ends up hijacked by Ultimate Kevin.
• Bio-Augmentation: According to Word of God, he's a lab experiment.
• Body Horror: His first use of Galapagus' powers involves multiple vents opening on his body. YMMV on how it compares to Ultimate Aggregor.
• Brought Down to Normal: Thanks to Kevin absorbing his powers. It's assumed he can still absorb matter and energy since that's considered "normal" for Osmosians.
• Chuck Cunningham Syndrome: After being defeated, he's not really brought up afterward. Even Omniverse, a series fond of bringing up series' continuity, doesn't ever get an obligatory mention despite almost taking over the universe, except for two throwaway mentions.
• Contrasting Sequel Antagonist: In contrast to the previous villains of the series, Aggregor is more of an intergalactic threat that seeks to obtain the Map of Infinity that will allow him to enter the forge of creation and absorb a baby Celestialsapien to become a god and he is also a lab experiment created by using Kevin’s DNA to recreate the latters powers.
• Disc-One Final Boss: He's the main villain that drives the plot for most the first season, but Kevin ousts him before the finale.
• Evil Counterpart: To Kevin. As noted in Shadow Archetype, he is very similar in role and personality to Kevin in the first show, as well as being of the same species, with the same powers and love of absorbing energy. Kevin seems to be aware of how similar they are, and has apparently taken this to heart given how intense he is about stopping him.
• Evil Sounds Deep: He’s got a very deep, gravelly, sinister voice courtesy of John DiMaggio. As for the evil part, well....he's a ruthless mass-murderer who seeks to become a god.
• Godhood Seeker: His ultimate plan was to absorb the powers of a Celestialsapien and reshape the universe to his whim.
• Hate Sink: At the time of his debut, Aggregor is quite possibly the most vile villain save for Vilgax. He's a malevolent Osmosian, whose evil was that which made even Ben Tennyson take him seriously. Sadistic, unsympathetic, ruthless, and callous, Aggregor's selfish pursuit of power has destroyed many innocent lives, and was remorseless over kidnapping peaceful aliens if only so he could abuse their powers for his own advantage. He is willing to do whatever it takes to get his powers, even if he has to betray, manipulate, and kill to get his way.
• Hidden Agenda Villain: When he is first introduced, the only thing known about his goal is that he intend to capture the Andromeda Five and permanently absorb their powers so he can acquire what he calls the "Ultimate Prize", but it's left unclear what he exactly is talking about. Only later do we learn he needed their powers to acquire the various pieces of the Map of Infinity so he can reach the "Forge of Creation", which is only revealed in his last appearance to be the Celestialsapiens home so he can acquire Godlike powers by absorbing a Celestialsapiens infant.

• Knight of Cerebus: His debut in the first episode of Ultimate Alien marked the beginning of the first season's main Story Arc which made the already Darker and Edgier Alien Force even more darker. Relentless in his pursuit of power and leaving a trail of bodies wherever he went. With every encounter with our heroes, the evil Osmosian always emerged victoriously, and he came dangerously close to achieving his ultimate goal.
• Logical Weakness: His One-Winged Angel form is nigh unstoppable, but none of the aliens he absorbed do anything to increase his speed and reaction time. While not a trouble in most situations, the one time he fought Ultimate Cannonbolt in an enclosed space was also the one time he was outmatched and visibly struggled to keep track of him.
• Manipulative Bastard: On several occasions, Aggregor uses the heroes to capture one of the Andromeda aliens for him.
• Meaningful Name: He aggregates (collects) the powers of other aliens. It also sounds similar to "egregore," an occult entity that arises from multiple people, and takes on the form of a watcher or angel. His powers come from a group of others, and he would've indeed become a divine being had he absorbed the infant Celestialsapien.
• Near-Villain Victory: The only reason he didn't achieve his goal to absorb an infant Celestialsapien is because Kevin absorbed all of the unlocked DNA within the Ultimatrix, losing his sanity in the process, and put him on the receiving end of a Curb-Stomp Battle.
• No-Nonsense Nemesis: Unlike most of Ben's other enemies, like Vilgax and the Highbreed, Aggregor is not an Orcus on His Throne and is perfectly willing and able to carry out his plans himself rather than relying on his mooks; he personally captures the five Andromeda aliens, going so far as to impersonate a Plumber to do so, and shoots Addwaitya in the back before making off with the Alpha Rune.
• No Shirt, Long Jacket: Doesn't wear a shirt underneath his Badass Longcoat.
• Powered by a Forsaken Child: In "The Forge of Creation", it's revealed the final step of his plan is to absorb energy from a Celestialsapiens infant, allowing him to gain Reality Warper powers.
• One Degree of Separation: Word of God confirms he was created by the Rooters with Kevin's DNA, meaning he was a part of the Rooters' conspiracy. However, his mind was wiped by Servantis and he became a threat on his own.
• Power Copying: Like Kevin, His base power allows him to steal the abilities, and apparently life force, of whoever he touches. However, he can only use the stolen power at a tenth of its original strength, and it wears off. He's built a machine to bypass this problem, fully and permanently absorbing the power of the five aliens he's hunting at the cost of killing them.

• Rubber-Forehead Alien: In his default form he looks essentially like a human with a row of spikes on his head and red eyes. He IS human. Osmosians aren't really aliens; they're a human subspecies.
• Shadow Archetype: Aggregor is basically Kevin if he didn't reform: sadistic, merciless, and with the power to absorb energy, complete with his body mutating to accommodate the stolen alien power. In other words, he's just like Kevin 11,000.
• The Sociopath: Ruthless, willing to go through any extreme to reach his goals, and coldly indifferent about all the horrors he accomplishes.
• Suspiciously Similar Substitute: A sociopathic alien with an open-shirted design voiced by John DiMaggio and with a connection to Kevin? Why does this sound so much like Ragnarok?
• The Unfettered: He will do absolutely anything to reach his goal, including murder, kidnapping, or even dooming an entire planet.
• Walking Shirtless Scene: Notably, this is often criticized by Derrick J. Wyatt when asked about his opinion of the character.
• Weak, but Skilled: Aggregor's not as powerful as Vilgax or Maltruant. But, he's a brilliant schemer and skilled with his spear.
• What Happened to the Mouse?: He is not mentioned again after being defeated by Kevin. Word of God said he's currently incarcerated, which was later confirmed in Night of the Living Nightmare.
• With Great Power Comes Great Insanity: It's subtle, but if you take a close look, his personality slightly changes after he absorbed the Andromeda Five. When in his regular Osmosian form, he was very stoic, cold-blooded, calculative and rarely spoke. After he went One-Winged Angel, he is much more likely to talk with and taunt the protagonists, shows slightly more emotions and generally acts a bit hammier.

Dagon

Dagon

Voiced by: John DiMaggio

"Everybody will bow before him!"

A Lovecraft-esque Eldritch Abomination and Dimension Lord who attempted to take over Earth during the Middle Age. His invasion was stopped by Sir George, who eventually took his heart apart, leaving him weakened, and sealed him away in his own dimension. George then created the Forever Knights to ensure the thing would never escape again. Unfortunately, following George's departure, the Forever Knight forgot their goal over time, and a faction of them ended up accidentally breaking the seal, partially freeing Dagon in the process. This, coupled with the intervention of a sect worshiping Dagon, eventually led to his imminent return as the major Big Bad for season 3 of Ultimate Alien.

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• A God Am I: He doesn't explicitly state it, but he could as well say so. Of course, considering what he is...
• Adaptational Abomination: Dagon is revealed to be the identity of the dragon that Saint George fought. Unlike in the original legend, the dragon is merely one form of a Cthulhu-like Multiversal Conqueror whose mere visage is unpleasant to look at.
• Adaptational Badass: In the original tale of St. George & The Dragon, he was slain by George, but here, even getting his heart cut out didn't kill him. In addition, he has the ability to mind control people.
• And Show It to You: Old George tore out his heart. This didn't kill him and he had to be turned into Sealed Evil in a Can.
• Arch-Enemy: To Sir George.
• Big Bad Ensemble: With Vilgax and Sir George in season 2 of Ultimate Alien.
• Captain Ersatz: Is named after a Great Old One, but his characterization heavily borrows from Cthulhu.
• Contrasting Sequel Antagonist: Unlike the Highbreed and Vilgax, who are humanoid alien conquerors with armies under their belt, and Aggregor, a physical powerhouse with planner qualities, Dagon is an Eldritch Abomination whose abilities are much more powerful and greater in scope than both of the previous antagonists. He ends up getting usurped by Vilgax.
• Cthulhumanoid: Dagon's appearance is primarily based on Cthulhu's cephalopod aspect, though the humanoid part is debatable.
• Deal with the Devil:
  • Though he is not named, it's been confirmed in the credits of "The Enemy of My Frenemy" that HE was the "Old One" who was willing to accept 600,000 souls from Charmcaster in exchange for her father's revival.
  • Does it again with Vilgax in the finale by offering him more powers in exchange for serving as his dragon. Ironically, he ends up on the losing end.
• Dimension Lord: Comes from another Dimension where is the ruler, and has conquered many universes before arriving to ours.
• Draconic Abomination: While Dagon's primary manifestation is an octopus-like entity, he can also manifest as a black dragon with a green underbelly.
• Eldritch Abomination: He's not named after a Great Old One for nothing. Just looking at it in a Pensieve Flashback causes Ben, Gwen and Kevin to freak out. Consider what they fight on a daily basis and that says a lot about how horrible it is.
• Energy Beings: His essence "is power." This allows Vilgax to absorb him.
• Eviler than Thou: Finds out too late that Vilgax was this to him.
• Evil Is Bigger: Dagon is absolutely massive, his base form is so large that even Ultimate Way Big is just the size of large bug next to him.
• Evil vs. Evil: To his most personal enemy Sir George.
• Final Boss: He is the last villain Ben and his team face in the Ultimate Alien series.
• Greater-Scope Villain: Was the dragon the Forever Knights were founded to fight, making everything connected to them his fault. At least until Vilgax scams him.
• Healing Factor: At several points in The Ultimate Enemy, his injuries heal as soon as he gets them.
• Killed Off for Real: He ends up converted into energy and absorbed by Vilgax. Then Ben seals the power inside Ascalon, which is destroyed by Azmuth.
• Mind Rape: His Lucubra minions inflict this to mortals.
• Multiversal Conqueror: He had taken over a hundred dimensions by the time he fought George, according to Azmuth.
• Our Dragons Are Different: He is depicted as one by the Forever Knights.
• Out-Gambitted: Thought he was the one pulling Vilgax's strings, only to find out too late it was the other way around the entire time.
• Reality Warper: He displays abilities such as creating acid rain, size-shifting, transmutation, and stripping George of his immortality.
• Red Baron: He never got one on-screen during his appearances, but Ben refers to him as "Dagon the Destroyer" in Omniverse.

• Sealed Evil in a Can:
  • Was imprisoned in his universe by Old George. Justified as cutting his heart out wasn't enough to kill him so there weren't many other options.
  • Dagon may have been ultimately sealed inside Ascalon when Ben uses it to steal his power from Vilgax, if he wasn't killed by Vilgax absorbing him.
• Spared by the Adaptation: In the original tale of St. George & The Dragon, the Dragon was slain, but in this show's version of the story, he survived and was imprisoned.
• World-Wrecking Wave: When he comes close to being freed, one of these is set off, turning every unprotected human on Earth into his Esoterica.

Forever Knights

Forever Knights debuting in Ultimate Alien include:

• Sir George
• Forever King Urian

For more information on them see this page

The Esoterica

General

The Esoterica

The Esoterica, also known as the Flame Keepers' Circle, are a group introduced in season 2 of Ultimate Alien. Though they initially appear to be a philanthropic organization that believes in aliens helping humans to evolve, they actually are a cult worshipping Dagon, and intending to bring him back on Earth. The season 3 story arc focuses on a war between them and the Forever Knights.

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• Church of Happyology: Appear to be this at first, but there is more to them than meet the eyes.
• E.T. Gave Us Wi-Fi: They believe Dagon was a benevolent alien who provided technology to Humanity. He wasn't.
• Elite Mooks: As far as mooks go, they are quite competent and dangerous on their own. They possess actual powers, know how to use them to their advantage, and are pretty skilled in a fight.
• Evil Versus Evil: Against the Forever Knights.
• Faceless Mooks: They wear masks that give them this look.
• Foil: To the Forever Knights; both are ancient organizations of Well-Intentioned Extremists related to Dagon with superstitious tendencies. However, the Knights were created to protect Earth from him and despise aliens and magic, whereas the Esoterica worship him and believe in having more contact with aliens.
• The Heavy: Technically, they never were part of the Big Bad Ensemble, since they kept working either for Dagon or Vilgax, but since Dagon didn't show up until the finale, they were the ones who acted the most for his side of the Ensemble.
• Red and Black and Evil All Over: With a bit of gold added to the mix.
• Religion of Evil: Though they don't appear to be aware of it.
• Super Power Lottery:
  • Energy Ball: Their main form of attack behind martial arts-like techniques.
  • Teleportation: Through jumping between dimensions.
• Unwitting Pawn: To Vilgax, who they mistake for Dagon. Later, they truly followed Vilgax after he became Dagon.
• Well-Intentioned Extremist: Many of them seem genuinely convinced that Dagon is going to make things better for humanity.

Conduit Edward

Conduit Edward

Voiced by: John DiMaggio

The leader of the Esoterica cult.

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• Bitch in Sheep's Clothing: Initially introduced as a very nice, polite, well-intentioned businessman. Later revealed as a fanatic cult leader who has no problem threatening to trap Julie between two dimensions to get Ben to obey him.
• Corrupt Corporate Executive: Played with; he isn't seen doing anything technically criminal, but he is a wealthy businessman, and he does lead an evil cult trying to bring back an Eldritch Abomination in our world.
• The Dragon: To Dagon.
• Dying Curse: To George, after getting impaled on Ascalon.
  "May Dagon curse you."
• Impaled with Extreme Prejudice: How he meets his demise at the hands of George.
• In the Hood: His Esoterica attire.
• Killed Off for Real: And on-screen, at that.
• Undying Loyalty: To Dagon. Best shown when he actually dies.

Independent Villains

Will Harangue

Will Harangue

Click ^here 
to see him as an Alien

Voiced by: John DiMaggio

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

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• Blatant Lies: He tried to save his reputation after the Incursean Invasion by pretending he was acting undercover to save Earth and was prevented from doing it by Ben. Nobody buys it. Not even Chadwick.
• Corrupted Character Copy: Of J Jonah Jameson, being another newsman who uses his platform to slander the resident teen hero. However, while Jameson dislikes superheroes because he doesn't trust masked figures and thinks the heroes should be held accountable for the collateral damage they cause, Harangue is just a fantastic racist who goes after Ben out of Fantastic Racism towards aliens, to the point of supporting the Incursean Invasion if it means getting rid of Ben, something Jameson would never do.
• Even Evil Has Standards:
  • He seems to draw a line at mass alien genocide, if only because no spin doctor could make that go over well with the public.
  • Word of God is that he disapproved of the Flame Keeper’s Circle and rightfully believed they were dishonest in their presentation to the public.
• Expy: He's J Jonah Jameson mixed with Senator Kelly as a TV pundit.
• Fantastic Racism: Against aliens. Though that doesn't stop him from siding with the Incurseans during their invasion.
• Hate Sink: There is nothing to like about this guy. He besmirches Ben and supports the Incursean Invasion in "The Frogs of War". It's amusing to see him get splashed by Ben as Water Hazard (even though it was an accident) and get mutated into an alien in "Return to Forever".
• Humiliation Conga: Suffers this in "The Frogs of War". Due to supporting the Incurseans, he loses his viewers and by the time of "Return to Forever", he gets mutated into an alien.
• Hypocrite: Keeps calling Ben a menace on TV and denouncing the collateral damages he causes in his heroic acts. That coming from the guy who built a giant Killer Robot just to hunt down a 16-year-old kid, and pretty much caused as much, if not more, damage than Ben by doing so.
  • He makes arguments against aliens in "Frogs of War", even citing Ben as a possible alien invader. The second part has him supporting and praising their new frog-like overlords for getting rid of Ben. The public didn't miss this one, though, and it cost him their support.
• Irrational Hatred: There is no stated reason as to why he hates aliens (especially Ben) so much. Though it is implied that he is racist against aliens partially for rating, partially just to be harsh.
• Jerkass: There are many other names for him, though nothing seems strong enough. He finally learns this the hard way when Ben turns Harangue into an alien.
• Karma Houdini: Pretty much got off scot-free for his actions in "Computer Games"; even with him nearly toppling the freaking Washington Monument on Live TV^note which would have easily landed Harrangue several consecutive lifetime sentences in federal prison, save for the billions he spent on the robot. And his car.
  • This trope is finally avoided in "Return to Forever", which reveals that he lost viewers after "Frogs Of War" due to siding with the Incurseans, and then gets permanently mutated into a tentacled alien hybrid. On top of this, in The End of an Era, it's shown that Jimmy Jones is now a news reporter and Harangue is his cameraman, meaning he was booted off the desk.
• Manipulative Editing: He resorts to this at times to paint Ben in a bad light. It's pretty blatant, but it convinces people anyway.
• Meaningful Name/Punny Name: He goes on long, critical and aggressive rants about Ben on a regular basis, so of course his last name means exactly that.
• Monumental Damage: very nearly topples the Washington Monument with his Killer Robot during his fight against Ben; only for Ben as Humongousaur to catch it and set it upright. Following the fight, Will uses Manipulative Editing to play the video recording in-reverse to make it seem like Ben was slowly lowering the Washington Monument to the ground.
• Never My Fault: Spending the whole of "Frogs of War" vigorously kissing the Incursean invaders' jackboots has torpedoed his ratings. He insists that he was trying to undermine them before Ben ruined everything, which no-one buys at all, and cannot understand why people think he's the bad guy.
• Pay Evil unto Evil: Ben finally gives this to him by shooting water at him as Water Hazard. With the randomizer function on and Ben creating accidental damage, what he did to Harangue was obviously not an accident, especially since Ben's response to this is a sarcastic-sounding "Oooops!". Ben does it again by using Juryrigg to mess with the Forever Knights' machine to mutate Harangue into an alien.
• The Quisling: Gladly sings the praises of the Incurseans when they exile Ben from Earth. This is what finally turns the general public against him.
• Sadist: In that one of the reasons that he's racist against aliens is just to be harsh, apparently taking joy in his harshness.
• Sitcom Arch-Nemesis: When he is not building Killer Robot or secretly helping criminals, the worse things he does to Ben is insulting him on TV.
• Shut Up, Hannibal!: Finally, in "Frogs of War" Ben does this to him as Water Hazard. He should've done something like this a long time ago.
• Strawman Political: Though a blender of several political pundits (as one message board noted: he's like the worst of Bill O'Reilly, Keith Olbermann, Glenn Beck, Al Franken, and even Stephen Colbert mixed in a blender).
  • Obfuscating Stupidity: A lot of the Strawman Political pundit stuff is for show; behind the scenes, he's pretty sinister.
• Villain with Good Publicity: Zigzagged. Despite many problems in his smear campaign against Ben, he not only managed to somehow avoid being arrested by the feds, but also seems to still have enough of a following to keep his show. He finally lost it in "Return to Forever", because he supported the Incursean Armada. However, he got it back after being turned into an alien hybrid, if only because an alien anchorman is a novelty to the general public. Then his Manipulative Editing was exposed, ruining his reputation once again.
• Would Hurt a Child: In "Computer Games", he spent billions of dollars to build a Killer Robot that would kill Ben, a 16-year old kid.

Addwaitya

Addwaitya

Voiced by: John DiMaggio (Ultimate Alien), Steve Blum (Omniverse)

A villain introduced in "Where the Magic Happens", and the Big Bad from Charmcaster's perspective. A Geochelone Aerio magic-user, Addwaitya was once a revered philosopher amongst his people, until he somehow ended up in the possession of the Alpha Rune, an artifact that granted him control over Magic itself. He used it to take over the dimension of Ledgerdomain, exterminating the civilization of human spellcasters who had been living here and enslaving the others. Hex and Charmcaster were the only known survivors thanks to the sacrifice of Charmcaster's father, Spellbinder.

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• Above Good and Evil: What he, and any possessor of the Alpha Rune, perceive themselves as due to their practical godhood. He doesn't care about helping or harming the universe, just about maintaining a tight grip on his dimension.
• And I Must Scream: Charmcaster puts him in this situation after she overthrew him...twice, in fact, through two different methods. The second method ends up a subversion, as he's mostly kept in her magic bag where he is free to move around like normal.
• Arch-Enemy: To Charmcaster.
• Asshole Victim: Probably the only one of Charmcaster's victims that no one will miss. Though his life was returned to him afterwards.
• Big Brother Is Watching You: He uses magical drone-like creatures to watch everything that happens in Ledgerdomain.
• Blow You Away: Though he's never been shown using them, and despite lacking holes in his torso, Word of God states that he still has his specie's wind abilities.
• Characterization Marches On: His personality in Omniverse is much more sane and pragmatic. He's willing to work with Gwen, Darkstar, and the reformed Hex to get out of Charmcaster's bag, manipulating Charmcaster with poisonous advice to eventually let him out, and is very blunt that he hasn't changed his ways about planning to rule Ledgerdomain. A lot of it is probably due to not having the Alpha Rune on-hand anymore, which has damaging effects on a person's sanity.
• Dimension Lord: While he is never seen attempting to conquer ours, he does rule another dimension.
• Expy: A Dimension Lord with a flaming head... looks like Dormamuu has a relative.
• Fallen Hero/From Nobody to Nightmare: Word of God states that he was originally a revered philosopher of his species until he got his hands on the Alpha Rune.
• God Is Evil: Galapagus actually invokes his name in a "Thank God" context, suggesting he is revered as a god by his people. However, Word of God states that no one knows that he became corrupt, and that Geochelone Aerio assume that Addwaitya is kind and gentle because that's how they are.
• Karma Houdini: In Third Time's a Charm, he, Hex, and Darkstar are freed from Charmcaster's bag, and regain their original forms, while Charmcaster herself ends up trapped inside her own bag. Darkstar is arrested, but Addwaitya just thanks/congratulates Gwen with a sinister slow-clap for getting them out, and teleports away. He'd made it clear in the episode that he hadn't changed one bit, so Gwen and company are in for trouble now.
  • This has to do with the Friedkin University episodes being a Poorly Disguised Pilot for a Gwen spinoff. If it had gotten off the ground, Addwaitya would have become the Big Bad.
• Manipulative Bastard: From his containment trinket in Charmcaster bag, he gives "advice" to aid his "master", having her take a path of action that ultimately lead to his freedom. His slow-clap and sarcastic congratulation to Gwen for freeing him later only emphasizes this.
• My Species Doth Protest Too Much: As demonstrated by Galapagus, Geochelone Aerio usually are peaceful, innocent, kind beings who don't even know how to tell a lie. Addwaitya... is none of those things.
• Ninja Pirate Robot Zombie: An alien turtle Sorcerous Overlord and Dimension Lord.
• Not-So-Harmless Villain: While he was in position to be a big threat in Ultimate Alien, he was outsmarted by Aggregor in his introduction, and his second appearance had him reduced to Charmcaster's prisoner and a shadow of his former glory. In Omniverse, not only is he implied to be more dangerous since time without magic power has made him completely sane, in that condition he actually manages to outsmart and trick Charmcaster into getting herself defeated and thus helping him escape while still being her prisoner, and is on the loose when last seen.
• Palette Swap: He looks like a dark recolor of Terraspin, despite barely sharing his abilities. His Omniverse redesign avoids this, by adding a belt with a skull and loincloth, armbands, and with Spikes of Villainy around his neck and shell.
• Poisonous Captive: To Charmcaster in Omniverse. Charmcaster insists she's his master now, but his all-too calm acceptance of this fact makes it rather obvious that he's playing her. As expected, the advice he gives her eventually leads her to being defeated by the heroes and Addwaitya is set free.
• Reptiles Are Abhorrent: A rare case where turtles aren't an exception to the rule.
• Series Continuity Error: In Ultimate Alien, he seems to be irreparably insane even without his magic and Charmcaster is very clearly implied to have physically killed him before she takes his soul. Due to Omniverse retconning that episode through Broad Strokes, he is alive, now sane, and implied by Charmcaster to have been turned into a statue from the start after she overthrew him.
• Smug Snake: More like smug turtle, but in Ultimate Alien, he is, for all his big talk, constantly overshadowed and outsmarted by bigger villains at the end of all his appearances. In Omniverse, on the other hand...
• The Sociopath: He was presumably a regular kind Geochelone Aerio once, but years and years of possessing the Alpha Rune have thoroughly corrupted him.
• Sorcerous Overlord: And an alien one, no less.
• With Great Power Comes Great Insanity: Years and years of wearing the Alpha Rune have made him a paranoid psychopath. He is restored to sanity after spending a long time without it in Charmcaster's bag, though this doesn't change his unrepentantly evil and arrogant nature.
• You Killed My Father: Is responsible for killing Charmcaster's father Spellbinder.

Morgg

Morgg

Voiced by: Xander Berkeley

A corrupt warden who uses the Incarcecon in the Null Void as a drug operation. He's responsible for the death of Kevin's old mentor, hence why he's targeted by Ultimate Kevin.

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• Asshole Victim: Not really but almost by Ultimate Kevin. Given that Morgg uses his job as a warden just for drug trafficking and using prisoners as slaves, he certainy had it coming.
• Dirty Coward: He used a device that activated sonic collars on prisoners, but became completely defenseless after it got destroyed.
• Hate Sink: Morgg is an incredibly amoral warden with absolutely no redeeming qualities. Not only did he kill Kwarrel, but he treats prisoners as slaves and forces them to mine a resource he can sell as a drug.
• From Bad to Worse: He was nothing more than an amoral guard. Now he's a corrupt warden who uses the prisoners as slave labour in order to mine a resource he can sell as a drug.
• Wardens Are Evil: An amoral warden who uses the Incarcecon for drug trafficking and refuses to let the Plumbers find out.

Captain Nemesis

Carl Nesmith (Captain Nemesis)

Voiced by: Christopher McDonald

"Evildoers, beware! Your nemesis is here-Captain Nemesis!"

Originally a famous super-hero operating before Ben even got the Omnitrix, Captain Nemesis ended up causing a fake kidnapping attempt on young star actor Jennifer Nocturne, so he could save her and come back on the scene. After Ben stopped the kidnapping, he grew jealous of him, to the point he eventually offered a "friendly competition" between them to see who was the best hero. Ben ended up defeating him, causing Nemesis's jealousy to turn into a grudge, and he upgraded his armor to a dangerous level before attempting to get his revenge on him. He eventually lost all common sense and became a villain.

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• Accidental Misnaming: Nemesis thinks Ben’s name is “Ten Bennyson”. Arguably, this is the first sign that he's not the hero that everyone thinks he is.
• Attention Whore: Deconstructed; over the years, he became this due to not standing the fact people were forgetting him. This ends up leading to his Face–Heel Turn.
• Broken Pedestal: Ben used to idolize him before finding out how much of a jerk he had become, and is clearly disgusted to see what he is now ready to do.
• The Dark Side Will Make You Forget: Both Ben and Nesmith's Agent hinted that Nesmith was a great hero before, and Word of God stated that he had noble intentions when starting out as a superhero. However, years of lavishing the fame and fortune that accompanied the job twisted Nesmith into an Attention Whore who fears being forgotten and, in turn, stages crimes that could potentially endanger innocents to solve them to stay relevant.
• Disproportionate Retribution: He went evil, kidnapped Ben's Love Interest, pulled out a Sadistic Choice, and got a fixation on killing him. Why? Because Ben upstaged him and defeated him in a so-called "friendly contest".
• Even Evil Has Loved Ones: His feelings for Jennifer Nocturne were apparently sincere, or at least became so.
• Evil Is Petty: His reasons for making a Face–Heel Turn? Because a teenager, who was his biggest fan, gets much more attention than him and managed to beat him in a public "friendly contest".
• Green-Eyed Monster: His major reason for turning evil was his jealousy toward Ben. Ironically, Ben didn't mean to ruin his reputation, and was actually a big fan of his before he turned evil.
• Fallen Hero: He started out as a superhero, but ended up trying to cause fake kidnapping to get popular again, eventually becoming a criminal due to his jealousy toward Ben. Both Ben and his Agent hinted he had been an actually great hero before.
  • Dwayne McDuffie stated on his website that originally he became a superhero to help people.
• Feeling Their Age: Invoked by Ben in their brief brawl in Catch a Falling Star. While Carl boasts that he's physically stronger, Ben quips back that he's also older before sending the man flying with a double kick.
• He Knows Too Much: He got a doctor to perform plastic surgery on him. Ben and Gwen later found the guy's body in a freezer.
• Hero of Another Story: According to him, he was an active hero before Ben's birth, had plenty of adventures during those years, and fought numerous foes as well.
• Humans Are the Real Monsters: Partway into his second appearance, Ben reflects on Nesmith's casual brutality, which by this point has included outright murder. He's aware that his usual opponents are leagues more dangerous than a human antagonist, but he still finds facing a hate-filled psycho driven by a petty, one-sided grudge to be very disturbing. As Gwen says, humans can be monsters, too.
• Ignored Epiphany: When his agent tries to convince him against looking for revenge against Ben, he admits he does feel like he crossed the line when he freed the Robots from Dimension 12 just so he could save people from them, but thinks there is no way back.
• Kick the Dog: He was one of the few villains in the show to be explicitly shown to assault/battery and have killed human beings. He gave Jennifer's driver a head injury by whacking him with a metal pipe, with the implication that the latter already gave him the keys to the limousine. Then at a later point, he even killed an innocent driver just to steal his car, which makes it worse as the innocent driver initially stopped with the intentioned to help.
• Knight of Cerebus: By the time of his second appearance, Nesmith's character is completely Played for Drama/Played for Horror in the most realistic way possible with him assaulting and murdering human beings. Not only does the entire episode he stars in lacks any sort of comical tone, but the tone of the narrative is more akin to a "prison thriller" than anything.
• Mundanger: In "Catch a Falling Star", Nesmith is presented as a very realistic threat as an escaped convict, with the crimes he commits and his interactions with Jennifer being treated as completely serious in the episode and lacking any comedic tone. It really says a lot that Ben considers a hate-filled psycho driven by a petty, one-sided grudge to be very disturbing despite facing numerous life-and-death situations against powerful aliens over the years, and Gwen tells him that someone doesn't have to be an alien to be a monster.
• Not-So-Harmless Villain: His first episode portrays him as something like a Silver Age superhero parody turned evil, who is rather quickly disposed of. Come his next appearance, he becomes the first villain to successfully commit homicide in the whole saga. Omniverse undoes this, basically making him an evil parody of Iron Man/Tony Stark.
• Pet the Dog: Surrendered so his accomplice Jennifer Nocturne could get medical attention.
• Pick on Someone Your Own Size: By the time of his second appearance, he has developed an obsession with taking his revenge on Ben.
• Powered Armor: He has a set of Iron Man-styled armor that tellingly leaves his face exposed.
• Powers Do the Fighting: When donning his Powered Armor, or using any of his techs, Nesmith is a "relatively" force to be reckoned with. Without it, he can get overpowered in a physical fight by an untransformed Ben Tennyson.
• Remember the New Guy?: Apparently, he was already an active hero long before Ben was even born and Ben considers him his favorite hero and "the coolest guy in the universe" despite no mention of the guy before his debut episode. Justified since, according to Carl, people are forgetting about his heroics and people are paying more attention to Ben's alien transformations and heroics as seen through a flashback in Omniverse.
• Retcon: He had a face change operation in Ultimate Alien, but in Omniverse, his face is back to its original appearance. That and everything else about him in the episode implies that in the new universe created in Omniverse, the events of "To Catch a Fallen Star" never happened.
• Revenge Before Reason: After escaping prison and getting a good head-start, he insists on taking care of Ben before fleeing the country. He tries to justify it by pointing out how Ben will relentlessly pursue him, but the way he angrily rebuffs any talk of just letting it go makes it clear he wants to settle a personal vendetta. However, he does surrender when Jennifer is injured so that she can receive medical attention.
• Self-Made Superpowers: While it's ambiguous if he designed his armored battlesuit on his own or in collaboration with others, it doesn't change the fact that he became a superhero through it and was active before Ben was even born.
• Shout-Out: His appearance, abilities, and characterization owe a lot to Iron Man, and some of his stories about his old adventures call to mind the Fantastic Four. His name and style, as a whole, are a rather obvious Shout-Out to Silver Age Superheroes.
• That Man Is Dead: "Captain Nemesis is dead! Now, call me Overlord!". Although, it doesn't take, since afterward they either call him by his real name or Captain Nemesis.
• Villain Protagonist: In his second appearance, he's arguably this as the episode focuses more on his escape from prison, getting revenge on Ben, and his semi-emotional manipulation of Jennifer Nocturne. All while Ben and Gwen are on a mission to apprehend him and react with horror on the trails of dead bodies he left behind.
• Would Hurt a Child: Once his jealousy of Ben reaches a zenith, he has no qualms about trying to kill a 16-year-old boy and even physically assaults him (untransformed) in his second appearance on-screen.

Trombipulor

Trombipulor

Voiced by: Dee Bradley Baker (Ultimate Alien), Eric Bauza (Omniverse)

"You think you can stop me? I am Trombipulor! The Galaxy's biggest Evil Genius! In Height and Weight"

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

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• Aardvark Trunks: An inversion; while he has a normal-looking trunk in Ultimate Alien, in Omniverse his mouth is located at end of his trunk.
• Ascended Extra: In Ultimate Alien, he was just a Bit Part Bad Guy who showed up a couple of times and did very little. His first Omniverse appearance gives him a whole episode.
• Bit Part Bad Guys: Was introduced as this in Ultimate Alien.
• Cruel Elephant: Well, he's elephant like and certainly isn't pleasant.
• Curb-Stomp Battle: In Universe vs. Tennyson, Way Big defeats him by literally stepping on him.
• Evil Sounds Deep: In Ultimate Alien, courtesy of Dee Bradley Baker. Less so in Omniverse.
• Flanderization: Omniverse plays up his elephant like traits, which were near non-existent in Ultimate Alien
• Genius Bruiser: Claims to be one, but there is no real evidence to prove he is that much of a genius. He does, however, possess some degree of scientific knowledge, seeing how he was able to build an army of robotic mice.
• The Juggernaut: In Omniverse, he proves to be somehow stronger than Humungousaur, despite the fact that Ben, Gwen and Kevin could apparently defeat him easily in Ultimate Alien.
• Not-So-Harmless Villain: In Omniverse he manages to hold his own against Humungosaur and Way Big, and nearly had Ben and Rook on the ropes. Had Bluikc and Driba not reprogrammed his rats, he would have killed them.
  • Diminishing Villain Threat: When he does come back in Special Delivery however, Ben uses Humungousaur against him and easily Curb Stomps him. To add insult to injury, he does so with a move that had previously no effect on him.
• Power-Up Food: Peanuts are regarded by his people as a "sacred substance" and "ultimate power". They cause him to grow to gigantic size and make him stronger than Way Big.
• Suddenly Voiced: In his first appearance, he spoke in elephant noises, which Ben understood through his universal translator. In his second appearance in Ultimate Alien, and Omniverse, he speaks English.

• Why Did It Have to Be Snakes?: He is terrified by mice or anything resembling them. He even based his robotic minions' design on them, believing this was would be terrifying to others. Needless to say, Ben and Rook are less than impressed.

Inspector 13

Inspector 13

Voiced by: Dee Bradley Baker

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

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• Arms Dealer: After being disgraced, he puts his skills to use selling weapons to other villains.
• Asshole Victim: When Albedo gets him.
• Badass Bookworm: A technological genius who knows how to use his arsenal for offensive and defensive purposes.
• Crazy-Prepared: Seems to have weapons and defenses to deal with every situation.
• Creepy Monotone: Except for the one time he laughs, he is this.
• Evil Laugh: Has one in his first appearance when Ben insists that the Ultimatrix isn't a weapon. And it's extremely creepy.
• Evil Genius: It comes with the territory of his work.
• Evil Versus Evil: In Omniverse, Albedo's reason for impersonating Ben was to steal a polymorphic crystal to stabilize his transformations from him.
• Gadgeteer Genius: Comes with being one of the Techadons' creators.
• He Who Must Not Be Seen: In-universe example; He is the only member of the Techadon Empire we actually get to see, and even then it's stated Ben and co. could see him and survive only because they were lucky.
  Ben: Nobody has ever seen the Techadons' creators!
  Inspector 13: Correction: Nobody has ever seen the Techadons' creators and survived.
• His Name Really Is "Barkeep": Inspector 13 isn't just his title, it's his actual name.
• Humans by Any Other Name: Refers to Ben as a "Terran", which is a common term used in sci-fi used by extraterrestrials to refer to humans.
• The Spock: Extremely cold and logical.
• Squishy Wizard: He has access to extremely advanced technology, allowing him to deploy a whole arsenal of very powerful weapons, traps, Techadons and other defenses to fight, but once Ben is able to reach him with Four Arms for a direct fight, he is defeated in a single punch.
• Terse Talker: Expresses entirely this way.
• Took a Level in Badass: In his first appearance all it took was one punch from Fourarms to bring him down. In his second appearance he can fight evenly with several of Albedo's Ultimate alien forms and even gets the edge a few times.
• You Have Failed Me: Prior to his first appearance in Omniverse, he was removed from the Techadon Empire for failing to capture the Ultimatrix, and has since resorted to illegal trade.

Prisoner 775

Prisoner 775

"Nothing will ever be okay... AGAIN!"

Voiced by: Dee Bradley Baker

A Merlinisapien who was once the leader of a revolution against a tyrannical and oppressive government, he was captured and exiled from his homeworld. He arrived on Earth seeking refuge and aid, but in spite of his pleas, Colonel Rozum imprisoned him in Area 51. Prisoner 775 spent 50 years imprisoned, during which time the revolution was destroyed and his family killed. The traumatic loss and his imprisonment left him a vengeful and unhinged wreck who will do anything it takes to get revenge on Rozum.

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• Anti-Villain: During his rampage on the town, he spares a police officer after learning he has a family and generally does his best to avoid hurting innocents... unless they happen to be Colonel Rozum's family.
• Chameleon Camouflage: He can change color to blend in with his environment.
• Death Seeker: When Ultimate Wildmutt corners him, he demands and then pleads for Ben to do the deed.
  Prisoner 775: Do it! Finish me! Come on! Let me join my family! Do it! Do it! (Ultimate Wildmutt transforms back into Ben while he slides off the back of the car he was pinned against) Please do it! Please... finish me... I've got nothing...
• Fallen Hero: He was once a heroic revolutionary fighting against a tyrannical dictatorship, but years of imprisonment and the loss of everything he loved left him a broken, vengeful madman.
• Had to Come to Prison to Be a Crook: 775 was a refugee imprisoned inside Area 51, resulting in the deaths of his family. By the time he gets out, he's lost everything and has nothing left but his revenge on Rozum.
• He Who Fights Monsters: He was one an innocent and heroic refugee, but losing everything he held dear and years of imprisonment inside the hellhole that is Area 51 have left him the threat Colonel Rozum thought he was.
• Nominal Villain: 775 wanted to break free and get revenge on Colonel Rozum, who kept him prisoner in a POW camp for aliens for decades, without even giving him a chance to explain why he was on Earth. Because of this, he was unable to return to his planet, which was taken over by a dictator and his entire family was murdered. He plans to kill Rozum's wife and baby, but he hasn't the heart to do such a horrible thing; instead, he tries to trick Ben into killing him. And, when even that doesn't work, he tearfully begs to be killed, because there's nothing left for him.
• No Name Given: 775's real name is never revealed.
• Revenge by Proxy: His plan for revenge against Colonel Rozum is to murder the man’s family in front of him and let him live just long enough to know the pain 775 has felt.
  Prisoner 775: I'm going to let you live, Rozum. Just long enough to know what it's like to lose your family.
  Rozum: My family has nothing to do with this.
  Prisoner 775: Neither did mine.
• Tragic Villain: 775 is a refugee who lost everything due to Colonel Rozum's Fantastic Racism, and while his plan for revenge is undoubtedly horrible, he's such a suicidal, broken wreck it's hard not to feel sorry for him.