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If they thought I was a freak before (ignites hand)...just wait....(Evil Laugh).
Kevin 11
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Let's face it, a meta-series about Aliens has to involve some horror at some point.

As a Moments subpage, all spoilers are unmarked as per policy. You Have Been Warned.


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    All Series 
  • The first three iterations of the franchise made it a tradition of showing detailed transformation sequences where we see Ben shapeshifting into his alien forms. Many of them tend to involve quite a lot of Body Horror:
    • Heatblast has Ben's skin being gradually covered with rock then being set on fire.
    • Ripjaws has Ben's mouth distorting itself and growing monstrous teeth.
    • Four Arms, XLR8, and Wildmutt in the original series have Ben's muscles growing in a quite disturbing way, making it look like his nerves are becoming apparent.
    • The transformation for Cannonbolt had Ben's body inflate.
    • Ghostfreak has Ben withering into a skeleton during the first part of the transformation. It’s even worse in Alien Force, where we get to see Ben's x-rayed skeleton distorting, claws emerging in a Wolverine-like way from his hands, and his skull making a 180° turn as it changes from a normal human skull into Ghostfreak's Ectonurite skull.
    • Diamondhead's transformation sequence shows his signature crystals growing out of Ben's skin, before a closeup of the yellow crystals of his eyes covering his eyes (although thankfully not in a way implying an Eye Scream).
    • Goop has Ben literally melting into a pile of goo.
    • Wildvine has Ben's arm become more vine-like, before the camera zooms into his face as he's suddenly enveloped by vines.
    • Upgrade has Ben visibly cringing as his face shifts to that of Upgrade, implying it hurts.
  • It's even harder to watch his first transformation into Heatblast, considering the fact he looked completely terrified and, the more worrying part is, for all we know it could've also been an immensely painful experience for him.
    • The pop-up trivia versions of some original series episodes state that the detailed sequences are slow-motion versions of the more common flash of green light transformations.
    • A novelisation of And Then There Were 10 makes reference to Ben feeling Wildmutt's hairs growing out of his skin.
  • Eon in his first (albeit non-canon) appearance was damned creepy. What do you do when a Time Master doesn't like you? Basically, run. His time ray causes Rapid Aging, and the first guy we saw him used it on looked like a half-decomposed corpse... and was still alive. His body had become so brittle that at one point, a not-very-hard touch causes the guy's arm to break off (and we learned his ability to feel pain was very much intact). You probably sighed with relief when the poor guy finished his exposition and died. There's also the way he stalked Ben: staying out of step with reality, he could follow Ben anywhere unseen. You know that weird little blur in your class picture? That's him. Watching you. It's hard to describe, but the handling of him when he'd approach Ben was more like a horror movie's supernatural foe than one of Ben's standard enemies. Also, when he's around, no one can help Ben, because Eon is fond of Time Stands Still. You and a bunch of heavily armed Plumbers are getting ready to show this guy who's boss... and suddenly the Principal starts to talk... very... slowly. Then you're the only one moving... you, and the guy responsible for the most Family-Unfriendly Death in the history of the franchise, who hasn't done it to you yet because he needs you, and who's been looking over your shoulder at school and at home and everywhere. Unlike Vilgax or Dagon or any other Big Bad, there's not an alien in Ben's arsenalnote  that makes Eon less of a threat. Every time Ben encountered him - and all the times Ben had no idea he was there - Eon could have killed Ben at his leisure and there'd have been nothing Ben could do. His plan needed Ben alive and that's why Ben is still here.
    • When he returns in Ultimate Alien he's using his power to its maximum level via outright turning to dust anything he hits with it. He also gets a reputation as Hero Killer - he's hunting Bens one parallel dimension at a time and ours is just next on the list. ([It turns out they're not dead, though: his Mooks are the alternate Bens, brainwashed.) Ben gets lucky in that his alien forms leave his human form behind unharmed if they get dusted, though he loses the ability to transform into that alien. (They're restored, though.) He's no longer getting the horror movie treatment, but you still hold your breath with him.
  • It's kind of a scary world to live in because of how easily it seems the world is doomed. One Xenocyte? Your whole world contains nothing but DNAliens in short order. Death Star class ray guns are available to even comedic villains. Many planet, including Earth, are considered so insignificant that the Plumbers will sometimes not even bother ensuring security to protect them, meaning few people would lay a finger if someone suddenly decides to conquer or destroy Earth (even in the light-hearted iteration Omniverse, a character threatens to destroy Earth because a guy living on it won't marry his daughter, and encounters no resistance whatsoever).
    • Even worse, there is apparently a galactic code of conduct established by the Galvans to prevent massive loss of live that allows an individual to legally conquer a planet with no outside resistance whatsoever or interference from the Plumbers as long as they defeat the strongest fighter from the planet they are conquering. This allowed Vilgax of all people to conquer ten planets including Ultimos's home planet and would have controlled Earth with no resistance if he managed to defeat Ben. With that in mind, there's not much stopping some other alien from doing the same if they can manage to defeat Ben using the same code.

    Original Series 
  • Vilgax can be quite terrifying from some angle; his voice, provided by Steve Blum, is creepy by itself, especially when he is mostly seen in the shadows in the first episodes. When he finally ends his treatment and goes after Ben of his own, he proves to be unstoppable, defeating most of Ben's alien forms with nothing else than pure strength. And add to that he was ready to cut off Ben's arm to get the Omnitrix.
    • Even worse, in the alternate universe episode "Gwen 10", it's made clear he doesn't need to cut Gwen's arm to get the Omnitrix (unlike canon Ben, who had the Omnitrix long enough for it to bond to his DNA). He just prefers doing it that way because it's more fun for him...
    • And then the movie Secret of the Omnitrix reveals he destroyed a planet just for the sake of testing his newly acquired toy.
    • When he finally encounters Ben in Secret of the Omnitrix its in a dark, secluded hangar. "Hello... Ben."
    • When he is brought up in his healing tank, you get a good ten seconds of the looks of his injuries. Vilgax is missing both of his legs and his right arm, and its pretty obvious he has a lot of internal injuries as well. The fact that Vilgax, who is well known for surviving pretty much anything, openly admits to nearly dying happily sets off the tone the series will take.
  • The Limax appeared only once, but they were creepy like hell; those creatures kidnap old people to take their place, while retaining their classic reflexes. Seeing those old people twisting their bodies in weird ways, showing fangs and hissing like snakes could actually fit in a horror movie. To make things worse, it's clearly stated they were intending to eat the humans they had captured.
  • Kevin 11; the character initially appears as being a mere punk with powers... until we find out he is ready to kill thousands of people just to get money. The Slasher Smile he displays in some scenes also contribute.
    • The Slasher Smile is what really sells it. The joy he has when he's about to kill someone (stopped by Ben at the last moment, naturally) makes it clear that he loves hurting people, to a greater degree than any Big Bad the series has had. This also adds Fridge Horror to it: when he's onscreen, he's always stopped when one second away from killing people because he can... and he is sometimes active offscreen, when Ben's not there. (Watch Kevin's onscreen behavior in "Framed" and then recall that he operated with the same MO in several other cities before Ben and the gang found out what was going on. There's a reason people are complaining about the improbability of his Heel–Face Turn to this day.)
    • Then it turns out his powers allow him to copy Ben's powers by absorbing energy from aliens, resulting in some scene into large Body Horror; his final mutation in "Framed" is one of the creepiest scene in the show; we can feel the pain he goes through while the whole thing happens. What triggers the transformation? His anger and hatred after Ben says to him, "You're not worth it. You never were."
  • Zombozo; not only is his look disturbing, with a zombie-like face and a long, inhuman tongue, but the guy feeds on people's happiness. Not scary so far? Well just see what is left when he has sucked most of it...
    • The place where he's fought in the end makes it worse. Basically, it's like being inside a Disney Acid Sequence, only significantly less cute. The guy is supremely creepy, especially because this is usually a sci-fi show. This guy isn't an alien, or someone who got this hands on phasers. He's a Humanoid Abomination who steals happiness and creates a bizarre netherworld with Alien Geometries at his command. Everything about him takes the subverted cuteness that makes a Monster Clown up to a cosmic, reality-bending scale, and we never find the man behind the curtain, never get the "ah, here's his Holodeck-maker" or "'stealing happiness' means his Applied Phlebotinum does this or that to your brain chemistry" Doing In the Wizard moment... and it also doesn't work like any magic we see with Hex and Charmcaster (and Gwen, once she steals Charmcaster's book). He doesn't play by the rules we know, he and everything about him simply is. He will feed on your very soul. He will turn your reality outside in. How? He just does, it's just what he is. If HP Lovecraft had created The Joker, you would have this guy.
    • What's worse is how he was beaten. Ghostfreak. All we see is Ghostfreak's back to the camera as he pulls apart his body to reveal a mass of tentacles to Zombozo. It was only a taste of what was to come. (Not to mention... Ben has a form that a Humanoid Abomination is afraid of?!)
  • Clancy in his first appearance; not only is the guy controlling bugs, which is already creepy of its own, but he intended to have a woman eaten by them.
    • And in the "Negative Ten" special, he has been turned into a half-human, half-bug monster. He hasn't shown up since, so we never find out if the change is permanent or not.
  • Anything related to Zs'Skayr; from his creepy transformation sequence, to the nightmares he made Ben go through when he was attempting to escape, to his true form, to his scheme in season 3 covering Earth with darkness and turning everyone on the planet into monstrous mutants and to top it off, his laugh!
    • Just think for a second. You're a kid with superpowers, able to shape shift. Now, one of your forms, which you've always been wary of, has suddenly become the subject of screaming nightmares. NOW, it takes over your body and uses it to ruthlessly beat down a trio of villains (it's unclear whether or not Ben was conscious for that). And THEN, it pops up in the real world, giving you a mother of a jump scare before RIPPING OFF ITS SKIN. AND THEN, it goes on a rampage and possessed your cousin, forcing her to fight you and threatening to make her jump off a building unless you surrender. AND THEN, you're forced in a demonic hide-and-seek game while you're two inches tall and it can pass through walls. AND THEN, just when you think it's all over, just when it seems like the nightmare is finally over..."I LIVE!!"
    • Zs'Skayr's motive in Ghostfreaked Out after escaping? It's either to possess or absorb Ben. He never makes it explicitly clear which, but Ben is only saved by the fact Zs'Skayr can't bond with Ben when he's already in alien form. But he comes dangerously close.
  • The entire episode with the the alien tick trying to purify the Earth... by devouring all of Earth. This tick, dubbed "The Great One" by his followers, has already "purified" previous worlds, and you can see what it does to a planet as it feeds- mutate the environment into a completely inhospitable wasteland. It gradually poisons Yellowstone Park to the point plants have turned into living tentacles with mouths, Old Faithful becomes a sickening pustule of acid geysers, and the the atmosphere turns chalk white. Ben is unable to even lay a scratch on the Great One with any of his original 10 aliens, practically skipping Grey Matter because he's so pitiful in every way but brainpower. Worse, this tick engorges and grows as it feeds, secretes blue pus, is infested with lice, and sheds its skin to transform into a paler, nastier version of itself.
    • The nastiest scene is its death. Ben has acquired his first new alien, Cannonbolt, but the tick can't be harmed on the outside. Instead, Ben, as Cannonbolt, goes inside the tick and demolishes its inner organs until they leak out alien blood, smashes through all its ribs, and causes it to explode, spilling its goopy entrails everywhere. Fortunately, Yellowstone reverts back to normal, but there's still the matter of cleaning up the mess... poor Ben.
    • Just imagine if this incident spread out past Yellowstone and caught the attention of the world. They might not have been able to stop it from wiping out the planet. One also wonders if others in Yellowstone park witnessed the destruction. Plot hole, anyone?
      • We commonly hear of Ben's exploits on the news and such; "those alien heroes" are well known before Ben's secret identity is exposed in Ultimate Alien. It's not like the world's unaware of all this stuff, even though this incident doesn't get directly mentioned. Of course, with Yellowstone turned into a Death World, it's entirely possible people saw but just didn't survive to report.
  • The Tennysons go to a wedding between a Plumber family's son and a nice girl who happens to be from a species that despises the Plumbers, and are basically oozes that can look human. When the girl's parents reveal that they have been trying to sabotage the wedding because they can't stand the thought of their daughter marrying a Plumber's kid, they not only turn into huge, bruise-colored monsters, but Ben uses Heatblast to cook them until they turn to stone, which apparently doesn't bother their daughter one bit. Even Ben's dance with the flower girl gets creepy when her feet turn to slime in the middle of their dance, which she thinks is funny as hell.
  • Damn near the entirety of the episode "Camp Fear". The title alone should have clued you in. The Festering Fungus villain nearly managed to spread its spores around the world, turning anything that breathed it in into a mushroom person. Not only that, but the missing campers never get accounted for...

    Alien Force 
  • “Everybody Talks About The Weather”: What happens to the victims frozen by DNAlien Freeze Guns. They are frozen in a grey metal that can remain solid at normal temperature yet keep its victims in hibernation at a sub-zero temperature. Basically, the victims are frozen in a substance which will not melt under normal circumstances. Meaning, that the heroes could've remained frozen forever if not for Swampfire's abilities. Seeing people frozen in this way can be very unnerving.
    • Look at the picture of a frozen Gwen for example. The way her eyes are shut tight in fear, her mouth frozen in an eternal scream of agony, the way her hands are trying to reach out futilely for help... She could've been frozen like that forever...
  • "Kevin's Big Score": Vulkanus forcing Kevin to over-absorb a piece of Taydenite that he then gets his mooks to mine from Kevin's back.
    • Ben revealing he's been lurking in the shadows as Big Chill the entire time, waiting for a moment to get Kevin free. Even Kevin didn't know he was there,
    Vulkanus: You're in a bad position to make demands.
    Big Chill: He would be if he were alone.
    • After seemingly knocking Big Chill out, Vulkanus lifts him up, only for Big Chill to suddenly lift up his head to Vulkanus' line of sight, sporting an unsettling grin that he doesn't usually sport... before surprise attacking the villain and freezing most of his body to the point that it shatters. Thankfully, he doesn't die because he turns out to be a tiny alien in a robotic suit, but still... Big Chill smiled, and not in a happy way. The only other time he smiles in Alien Force is "Above and Beyond", seen below.
  • The DNAliens are creepy on their own to an extent, but what can really be scary is the way they are created: the Hightbreeds use Face-Hugger-like creatures to infect humans, turning them gradually into these things. Which would mean each time the heroes kill DNAliens, they are actually killing human beings (and it does happen);
  • The episode introducing Darkstar was downright creepy. The episode starts with a scene of a schoolgirl running to a house and desperately calling at the door for help. The door opens, we get something that looks like a Gory Discretion Shot, and cut to the girl walking around in the street, now zombified.
    • It's then revealed multiple girls suffered the same fate. As the protagonists try to figure out what happened with the help of what seems to be the local superhero, it's eventually revealed that this so-called "hero", despite possessing light powers, is the one responsible: he charges his powers by feeding off of energy from schoolgirls he seduces, eventually turning them into zombies slaves that he relies on to feed him even more. His habit of draining energy from them is played subtly like rape. To make matters worst, he succeeds in draining Gwen.
    • Speaking of draining, we get front-row seats to Darkstar flooring Kevin and Ben about five seconds into a fight. It plays out pretty much like Cold-Blooded Torture, with the rapey vibes adding a whole other layer of creepy. Those noises Yuri Lowenthal made....
    • And then his zombies slaves turn on him at the end, draining most of his energy and leaving him weakened with a zombified face. Granted, he deserved it, but that was still creepy.
  • “The Gauntlet” has Cash, ordinarily a relatively harmless bully, starting to use a Techadon hand as a gauntlet, using it as a toy initially. Then the gauntlet gradually takes over his body and mind, causing him to go way off the deep end and attempt to kill Ben as revenge for when Ben made him look ridiculous in front of his class. And then the gauntlet starts gradually rebuilding the Techadon around him, starting with his arm then covering his body then his head... he is saved eventually, but had the tech not been stopped, he would have probably been permanently mutated into a Techadon.
  • The Highbreeds could be creepy on occasions, especially the one who was about to punish Simian at the end of his debut episode. Ben tricked Simian into carrying a DNA alien ear cleaner, which unlike human ears, need acid to flush out... and the Highbreed now has it in his possession:
    Simian: T... this is a horrible mistake!
    Highbreed: It sure is. We distinctly told you to bring the crystal. Maybe you misheard us. Maybe you need to have your ears cleaned... (loud hissing noises come from the acid dripping out the ear cleaner offscreen as the episode ends)
    • An Ultimate Alien episode later retconned this scene so the Highbreed had just taken Simian to his ship rather than killed him. You read it right- the original ending was so creepy and dark the writers felt the need to retcon it.
  • The first episode involving the Incurseans shows us Emperor Milleus disintegrating his own lieutnant on-screen because he failed to find and bring back his daughter.
  • Zs'Skayr comes back, and now possesses some lovely new powers. He is somehow able to produce a mass-possession all on his own, turning all the inhabitants of Vilgax's home planet into his minions as part of his Hive Mind. The planet is then infested in a Xenomorphesque way, with cocoons all over the place. It gets so bad that Vilgax went so far as to ask Ben for help.
    • And then Zs'Skayr succeeds in what he had been trying to do for years: possessing Ben. Then he locks Ben's body in his own form, before trying to posses Vilgax. He'd have gotten rid of both Vilgax and Ben by fusing them into his own being, and nearly succeeded too.
  • Reinrassig III's debut- he had his arm severed by a desert parasite, complete with indigo Alien Blood dripping out. Luckily, Ben infused Swampfire's regenerative plant cells into the Highbreed's detached arm and reconnected it to his body- but even so, his arm became a hybrid of flesh and chlorophyll, turning it completely green, along with all the neighboring arteries and veins hooked into it where the chlorophyll eventually melded with the flesh. It's kinda cool-looking, but also scary.
    • There's also those water-absorbing tentacles that pop out of his chest when he opens a few skin flaps on it- yecchh!!
  • Highbreed Supreme is especially disturbing to look at- initially. Pale, fat, and with a face even more covered in horns and deformed than the usual Highbreed. The most disgusting part of him is his belly, which has what appears to be a cancerous mutation on it because he and his race can no longer breed. It disappears after Ben infuses him with Omnitrix DNA, apparently healing the deformity and causing him to turn red and appears more pleasing to the eyes.
  • In "Save the Last Dance", Big Chill keeps possessing Ben and making him act very erratic. His eating habits and personality take a full 180-Ben acts much nicer toward Kevin and was shown eating through 2 pickle jars (juice and all)-and when Ben tries to transform into a different alien, Big Chill takes over anyway. When in Big Chill form, he becomes aggressive, devours anything metal (he ate an entire car wash), growls and attacks people. The similarities to Zs'Skayr was very frightening even as it's revealed that Big Chill was doing that so it could reproduce.
    • Not only does Big Chill override an attempt to turn into another alien, there's a scene where Ben suddenly stops mid-sentence with a vacant stare before slowly activating the Omnitrix and transforming into Big Chil.
  • "Time Heals" gives us an Alternate Future where Hex and Charmcaster killed Gwen and took over the world. While the scene of Bellwood being invaded with Charmcaster's golems is bad enough, we also get to see what they did to the two other heroes: Kevin was forced to absorb the substance the golems were made of, resulting in him becoming Charmcaster's personal slave. As for Ben, we get to find him in jail, in his Spidermonkey form.... suggesting they were keeping him alive and forcing him to shapeshift just so they could torture him in his various forms.
  • "Above and Beyond" gives us a plot where the Plumber's Helpers are trapped on a space station with Ben, who has inexplicably turned Axe-Crazy. While it eventually turns out to be an act to test them, this gives us an episode where Ben acts spectacularly creepy, stalking the Helpers throughout the station, attacking them out of nowhere, taunting and lecturing them and generally acting like something between a slasher movie killer and an Evil Mastermind. Who knew Ben would make such a scary villain?
    Manny: I know you're in here. Come out and show yourself! The others might be afraid, but I'm not scared of you!
    Ben: That's because the others are smarter than you.
    • The moments with Big Chill deserve a mention. Unlike in "Save the Last Dance", where Big Chill's actions were more feral, Big Chill in here acts just like Zs'Skayr from the Original Series episode "Ghostfreaked Out". It's also one of only two occasions where we see him smile.
    • Echo Echo subjecting Helen to a a circular Wall of Sound attack with her trapped in the center (named as an Echochamber) before all of his clones let out an Evil Laugh.
    • Ben as Goop succesfully tricking Pierce into letting his guard down by playing along with his assumption that something is controlling him before laughing and trying to suffocate him.
    Pierce: Ben, whatever's controlling you, you have to fight it!
    Goop: Help me, Pierce. I can't stop myself! You're my only hope!
    Pierce: What can I do to help?
    Goop: "What can I do to help?" You're pathetic!
    • Grandpa Max's first message getting interrupted... by Humungosaur.
      • Ben's later transformation into Humungosaur is presented as the Plumber's Helpers staring up as shock as his shadow slowly looms over them.
    • Ben's default expressions in this episode? A Kubrick Stare and a Psychotic Smirk. It gets creepier when the dark lighting of the ship causes Ben's face to be illuminated by the glow of the Omnitrix's holograms.
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    Ultimate Alien 
  • Aggregor; the guy is probably one of the most competent villains in the whole series, maybe the whole franchise. He did nothing but win for most of his story arc, usually using the protagonists as pawns. And he was ready to absorb (which might as well be kill) five aliens in order to get their powers. Even worse, his final plan was to absorb a Celestiansapien child. This guy was in many ways similar to Kevin 11 in the Ben 10,000 future during the point when he returned back to being evil.
    • And when he is finally defeated, it's at the cost of Kevin's sanity, causing him to turn evil again and become even more Axe-Crazy than he already was in his youth. He starts with just chasing the people who caused him harm, initially just to beat them up, but then to kill them; by the finale episode, he's completely snapped, now craving for more energy and power, and starts attacking allies and enemies indiscriminately just to absorb their powers. He almost acts like a drug addict, and his chasing of Gwen starts to sound like creepy stalker much like Darkstar.
    • Not to mention the fact that Ben as Echo Echo only survived him by having one of his selves hidden. Ultimate Kevin genuinely thought he was killing Ben and didn't hesitate a second.
  • Zombozo shows up again, and while losing the source of his power has brought him down from "omnipotent god of Monster Clown-ness," he compensates by acting in a completely Axe-Crazy, Joker-esque way. When we meet him, he'd just come back from burying some henchmen who'd displeased him. He kidnaps Ben's mother and places her in a deadly trap so she would die gruesomely while Gwen was watching, and attempted to shoot at Ben with acid. Worse yet is how Gwen punishes him for attacking their loved ones- it scares him enough to return him to the stupor he was in after Ghostfreak spooked him. The scene shows us Zombozo screaming in despair, then cuts to a fast forward showing Gwen and Ben's mother waiting. When asked by Ben and Kevin what happened to Zombozo, she merely replies they "had an agreement".
    • In Omniverse, he returns, but he's only got one eye visible... which implies Gwen blinded him in that encounter.
  • Inspector 13's really, really, really horrible Evil Laugh [1]. Even Ben is creeped out.
  • Captain Nemesis wasn't much more than a Silver age superhero parody turned evil in his first appearance; yet, you won't laugh at him anymore in his next appearance, where he gets to be the first character in the franchise to succeed in killing innocent human beings. Several times. With at least one body shown (though from behind). And this is supposed to be a kid's show?
    • Well, when you undergo plastic surgery via the hand of someone best described as an Igor Expy, there's bound to be a line that gets crossed... namely, Gwen catching the leftover scent of the man's blood in the operating room. We get a Gory Discretion Shot, of course, but the cast knew he'd gotten a back-alley surgery because there was just that much blood left over. (As for the good doctor? We find him in a freezer case, quite dead.) There are a lot more deaths kept offscreen.
  • Pierce's death in "The Purge". It's greatly disturbing how coldly the Forever Knights execute him, and then there's his scream...
    • Adding to that, it's later revealed that the Forever Knights presumably did the same to other aliens living on Earth as well.
  • In "Perfect Girlfriend", Elena turns into countless nanochips and goes into (transformed into Ultimate Echo Echo) Ben's mouth and straight to his lungs as if she was really willing to kill him...
  • In “The Ultimate Sacrifice”, Ben is trapped inside the Ultimatrix with the Ultimate Aliens come to life. Somehow they've become sentient and believe that he is keeping them prisoner and using them as desired (which in reality is more up Albedo's alley since he created the Ultimatrix), and are not happy with it... and they believe Ben's death will free them. You're treated to a scene of a flaming pit where Ben is going to be tossed into to roast alive, as several of his alien forms stand around chanting "Burn! Burn! Burn!"
    • Think about it, it's almost the same situation with Ghostfreak, but worse. Six of his most powerful aliens, who all evolved to be combat based, want him to die. Funny thing is, Ultimate Wildmutt and Ultimate Way Big didn't show up in this episode (probably due to the fact their debuts were later), but if they DID, Ben would have been dead in a few seconds.
    • Ben spends a good chunk of the episode snapping between himself and the sentient Ultimate Humungosaur personality, enough for the two to hold a conversation, and for the Ultimate Humungosaur personality to attempt to strangle Ben. This even extends to when Ben is in human form.
    • When Ben first wakes up inside the Ultimatrix, he thinks he's dead and has to try and convince himself that he might not be.
    Ben: I'm too young to die. And too famous, not to mention handsome and smart and talented. And charming, let's not forget that! But, if I am dead, chances are the place with the fiery red light is not where I wanna go!
    • How does Ben escape the Ultimatrix, along with the Sentient Ultimate Aliens? By willingly jumping into the pit, the Heroic Sacrifice causing the Ultimatrix to spare him along with releasing the Sentients.
      • Before doing so, Ben comes to the conclusion that he has to sacrifice his life, both due to his mindset that a hero would sacrifice themselves for the sake of others, and because of the Ultimates' belief that he's been holding them captive.
    • The entire situation with the Ultimate Aliens achieving sentience? Caused by a glitch in the Ultimatrix's systems. If it weren't for Kevin getting Azmuth to help with the situation and correct the faults, the situation could have happened again.
  • "Night of the Living Nightmare" as a whole, especially the part with Hex suddenly appearing behind Ben on his car's backseat...
    • And then we have the final scene showing us Albedo's nightmare, where he is hiding, screaming bloody murder as all of Ben's aliens are advancing toward him...
    • The whole idea of the Cassiopeian Dream Eater is kind of scary. Imagine the most scared you've ever been during the worst dream you've ever had. Now imagine a creature that is capable of putting you back there, and keeping you there indefinitely. Ben and company had to call a Galvan doctor to Save the Villain because there's no way to remove the thing without your face/head going with it - and Galvans are the smartest race in the universe. That means if you ran into this thing in the wild, there would be absolutely nothing you or anyone would ever be able to do about it; Earth doesn't just not have the means to remove it, the human brain may be incapable of the smarts it takes to develop such a thing. Pretty much any And I Must Scream scenario is scary, but this one makes damn sure you're gonna be screaming. Forever.
  • Dagon; his minions, the Lubracas, are weird demonic creatures with the ability to brainwash humans merely through physical contact. And they are just bugs compared to Dagon himself, whose debut saw him convert almost all human beings into his minions, defeat Ultimate Way Big and give a Family-Unfriendly Death to Sir George, by striking him with lightning, stripping him of his immortality and turning him to ashes.
  • Simian is accidentally responsible for infecting his planet with Xenocytes- y'know, the nasty parasites who mutate anything they feed off of into a DNAlien? Just think of the DNAlien you've seen up until now, only as monkeys with four arms. Surreal and scary, huh?

     Omniverse 
  • In case Zombozo wasn't creepy enough in the original series and Ultimate Alien, Omniverse gives him a more zombie-like appearance, with visible ribs, an apparently missing eye, and decayed flesh in some places.
  • Psyphon has become much more creepy and threatening, with a newer, more shark-like design, Ax-Crazy tendencies (he thinks about eviscerating one of his own henchmen), and actually managing to screw around with Ben's nerves.
    • “Outbreak” puts it further with him. Two words : Pyronite Psyphon.
    • And in the mainly fun episode "Special Delivery", he charges himself up with a Dwarf Star and beats the crap out of Humungousaur. Ben is suitably worried.
  • The Nosedeenians in A Jolt from the Past screech in terror as Fistrick's men re-capture them and when Fistrick uses them to power his mech-suit. It's also implied that being forcibly drained of their electricity by Fistrick's tech is causing them extreme pain.
  • Khyber's Trophy Room is filled with bodies and body parts from various aliens that have been confirmed to be sentient over the course of the show. This includes a skull from a Vaxasaurian (Humungousaur's species), a helmet that looks like it belonged to the Sentient Ultimate Humungousaur from “The Ultimate Sacrifice” above in the Ultimate Alien section, The hook hand of Lockdown, Grimlock's sword, a shell from a Geochelone Aerio (Terraspin's species), a Crabdozer head, and many others...
    • Khyber himself has his moment. In “It Was Them”, when Ben is being trapped by one of his pet's forms, he is shown holding a long knife and saying "Soon", strongly hinting he was intending to behead Ben...
    • Then in “Of Predators and Prey”, he outright states he plans to cut off Ben's hand and to keep it with the Omnitrix, even indicating where he plans to place it in his Trophy Room. Even Ben seems disturbed.
  • Malware's birth in Azmuth's flashback is very scary. When Azmuth disconnected the Helix, a yellow and black puddle leaked out, eventually shaping itself into a Galvanic Mechamorph. He then displays his ability to copy and destroy technology, seems weakened.... and rushes at the closest innocent Galvanic Mechamorph around with claws at the ready. And then the flashback cuts off.
    • Malware's appearance in “Of Predators And Prey” showcases that he's got a new, much more monstrous look to him, and it's shown that he, along with his associates, forced Phil, Max's old partner, to use the Nemetrix, with this experiment being shown, but scarcely seen.
    • “Malefactor” reveals the reason for Malware's monstrous appearance and all but demonstrates his Knight of Cerebus status. When he and Present Ben meet for the first time, Ben is furious and a bit scared at the sight of him. Now keep in mind that Ben himself stated that he's faced many foes such as Vilgax the Conqueror and Dagon the Destroyer. What has Malware done to make Ben of all people scared of him? Malware even hinted at it, saying something to the effect of Ben knowing better than anyone what Malware is capable of. Chances are that he wasn't talking about the worst thing he'd done in that episode to that point (serving as a distraction so Khyber could scan this alien moth animal for the Nemetrix.)
    • We also find out what his Arm Cannon does. Malware assimilated a gun that takes an enemy apart on the cellular level and the effect can spread to anything with a similar genetic structure. If it were to hit a human, every human for 100 miles would basically turn to dust. It also means if Malware ever scores a direct hit on Ben or any other of our heroes, there's no Only a Flesh Wound, no "just stunned." No possible effect other than "you die, game over." Malware's no Zombozo, but every single time we see him, we add to the list reasons why you know if he's around, shit just got real.
    • Malware endangering a busload of innocent children to escape from Ben is quite frightening. Especially right after the Sandy Hook massacre put endangering children right in the public's mind.
    • And we finally find out why Ben's so afraid of Malware. He painfully tore Feedback (Ben's favorite alien from when he was 11) out of the Omnitrix and destroyed the form. As if that weren't bad enough, there's how he did it. Red lines spread over Feedback as either he or the Omnitrix emits a horrific screeching noise that sounds like a dying fax machine mixed with AOL, until Ben has been pulled out of him and Feedback is just hanging limply in Malware's hand before Malware causes him to wither and disintegrate into dust right in front of Ben! So on top of all the other reasons this guy is so scary, Ben knows he can destroy his aliens in a horrific fashion if he ever gets the chance. No wonder Ben's scared of him.
      • And it's also a traumatic experience for poor 11-year-old Ben. It filled him with such rage that he actually tried to kill Malware by setting the Omnitrix to overload the rogue Galvanic Mechamorph, Not only did Malware eventually reform himself and flee in secret, the incident left Ben unable to turn into Feedback for the next five years. It also left him traumatized to the point where he won't even talk about Feedback in the present time.
    • “Showdown, Part 1” also finally shows Malware killing two Galvanic Mechamorph guards onscreen, and the end of the same episode has Malware seemingly entering Omnicidal Maniac territory by destroying Galvan B.
    • “Showdown, Part 2” shows Malware grow bigger than even Way Big and look even more horrific. This is even more punctuated by him absorbing Way Big into himself.
    • "Malgax Attacks" has Vilgax having Albedo fashion Malware's remains into a Powered Armor. But what's scary is at the end. After Vilgax is defeated, something black and red seeps out of Vilgax's petrified remains.
      • On a related note: said Powered Armor basically makes Vilgax look downright demonic. And that's not counting the fact Vilgax spends the episode more or less wearing a corpse.
  • The Psycholeopterran whose DNA Khyber was taking is kinda hardcore. It makes you see your fondest desire, but it is a predatory beast. Most Lotus-Eater Machine scenarios give you a long time to realize the world's wrong and marshal your Heroic Willpower, or your friends come and rescue you, or something. This thing however... If you happen to encounter this thing in the wild, you've got about five seconds in la-la land before this thing eats you. And just think, aliens use this thing as a G-Rated Drug. If it's improperly contained, enjoy your Darwin Award.
  • Billy Billions getting trapped in Dimension 12 is very frightening. Sure, he brought it on himself but think about it, he's trapped in a dimension where he cannot age and is hunted down by robots designed to destroy all organic life. That's scary.
    • And it's also scary how close he came to getting rid of Ben. Ben was too busy with the thief he caught to notice someone gunning for him. Had he not been Diamondhead at the time, who's crystalline body deflected the laser, he would have been sucked into Dimension 12 and the Ben 10 universe would have been very different.
    • And to throw in some Adult Fear, for five years Billy's parents didn't know where he was. For five years, they had no idea their little boy was trapped in a dimension filled with killer robots. Truly, a parent's worst nightmare.
  • “Store 23” was initially about Ben trying to find the legendary 23rd Mr. Smoothy store and lots of wacky hijinks ensue. Now, why is this episode on this page? Because Ben does find Store 23, and it turns out to be a unique Mr. Smoothy that travels between dimensions. The real shocker however comes when Ben stumbles into Dimension 23, whose native Ben Tennyson (dubbed Ben 23) is more of an Attention Whore and has Fantastic Racism against all aliens that aren't his Omnitrix transformations. The reason... in this dimension, Grandpa Max died before Ben obtained the Omnitrix. As a result, Ben 23 didn't get the moral support and Character Development that would mold our Ben into the Humble Hero he is today. Wanna make it even worse? Ben 23 nearly ripped his reality's version of Azmuth in half!
  • A weird variant, but Fistina's look with her Kraaho boyfriend in “Special Delivery” is kinda disturbing. Even the other villains are freaked out.
    • That same episode gives us Toepick, one of the aliens mentioned in the Ben 10,000 future and hasn't been given a physical form until now. All that was said about this alien is that it grosses even Ben out. At first it seems to be an ordinary alien with a helmet. Then the faceplate opens, revealing a horribly grotesque face. We're never shown its face, but if Psyphon's screams of terror are any indication, it's better if we didn't. Even more so, Zombozo is established as Nightmare Fuel incarnate, and yet Toepick terrified him at least as much as (maybe worse than) Ghostfreak.
  • Toepick, as mentioned just earlier, hides his Nightmare Face in a cage. According to Word of God, only Ma Vreedle, blind species, and robots aren't scared (though with robots it would trigger a defensive reaction).
    • It heightens the nightmarish implications when both Psyphon with a Dwarf Star and Zombozo (you know, the closest thing the series has to a god of fear), are scared relentlessly by Toepick.
  • Psychobos' Mind Control serum when used on Revonnah. Seeing all those mind-controlled people acting so mechanical was somehow extremely creepy.
  • “Frogs of War” has Psychobos and the Incurseans unleashing an army of mutated To'Kustar on Earth. While the most well known one is something of a Cute Monster Girl, the others are more akin to berserk Evas with skeletal faces. Three in particular are Body Horror incarnate.
  • Rook and Max as zombie clowns. Zombie clowns in general, actually.
  • Proctor Servantis, leader of the Rooters and serial mind rapist. His design is creepy enough, but then there's also his voice. Charles Adler is usually known for playing funny characters, but there is nothing funny about Servantis, who is a chillingly composed sociopathic Knight Templar. He frequently snatched and experimented on various humans AND aliens alike (most notably, YOUNG ORPHANS), brainwashing them into becoming his loyal servants. The purpose? All to “stop” Ben Tennyson, as his inexperience with the powerful Omnitrix could be detrimental to the world, possibly the universe. Sounds kinda noble, right? Unfortunately, Servantis and the Rooters didn’t seem to care about leaving Ben alone with the device off his wrist, and insist that Ben must DIE along with it.

     2016 Reboot 
  • Ben screaming in pain as Vil drains the poor boy of his Gax form.
  • Didn't think the Null Void could get any scarier? Now it's a completely monochrome dimension where time appears to be permanently frozen, where you are stuck drifting in silence and solitude forever. It's enough to make one miss all the monsters the original one had!
  • The Antitrix's version of Gray Matter, Dark Matter: it looks less like a Galvan and more like a tall, lean (if not straight up malnourished) demon, able to contort his limbs in an innatural way. The fact it's a massive case of Adaptational Badass doesn't help.
  • Ben's nightmares in "Innervasion Part 2", caused by the High Override's influence. Especially the one where a bunch of Shock Rocks crawl out of a crater, one with Ben's face telling him he can't fight fate and one where he, as Shock Rock, crushes Gwen in his hand.
    • Even worse is Ben getting in contact with the High Override at multiple times during the 5 Parter. Fred Tatasciore does a good job of voicing the Override; not to mention, the size of the Override! He’s about as tall as Way Big. Plus, he mind controls Ben into becoming one of his thousands of soldiers.
    • While the event ends on a happy note, there’s still something left unaddressed; what happened with all the other Fulmini that got out of the watch?
  • The Forever Knight. The Forever Knight is the cunning and manipulative antagonist of Season 3, usually hiding in the shadows while either Kevin or another villain does his dirty work. At this time, Ben has only fought him once, but the Forever Knight managed to play into Ben’s insecurities. It’s rather shocking coming from this show, seeing as it was playing it safe with the first two seasons.
  • The sounds of Kevin’s transformations. You can hear what appears to be screams and other wonderful horror noises.
  • “Which Watch”: Charmcaster mutates Kevin into a horrible monster, and her words echo a certain someone she was associated with...
  • In “Safari So Bad”, Ben has his body taken over by a voodoo doll. Sounds like a Charmcaster or Hex plot, right? Wrong. His body is taken over by Tim Buktu, a grown man with no powers, who is obsessed with Ben after he managed to expose him for the fraud he was. The opening scene of the episode shows Tim obsessing over his defeat in a bathroom plastered with dozens of pictures of Ben’s aliens.
  • Tetrax gets his arm torn off in Mutiny for the Bounty. He doesn't grow it back.
  • Animo's Body Horror in "Animorphosis" can be more than a little unsettling; bonus points for the part where Stink Fly's wings are being consumed by Heat Blast's fire, and the doctor is apparently screaming in pain.
  • In "Welcome to Zombozo-Zone" Max (who has been hypnotized to believe he was a wild man) decides to eat Gwen.
    • Later, when they are both free from the hypnosis, they are captured by a mind controlled Ben, who decides to feed them a group of feral badgers. At least one almost bites off Gwen's face.

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