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Nightmare Fuel / Ben 10

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"I thought you were ugly before."
If they thought I was a freak before (ignites hand)...just wait....(Evil Laugh).
Kevin 11

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.
    • Four Arms' sequence has a brief shot of a grotesquely overmuscled Ben with the extra arms bursting from his sides. Looking carefully as he turns reveals that he has no nose or mouth before the full Four Arms form appears.
    • The original transformation for Cannonbolt had Ben's body inflate.
      • The Alien Force version changes it to Ben's body visibly distorting into the proportions of Cannonbolt, with a brief glimpse of a blank expression on Ben's face.
    • 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. It ends with a terrified scream.
    • Stinkfly has Ben's arm visibly twitching as it transforms and the Omnitrix gets pulled inside, followed by Ben smiling as Stinkfly's four eyestalks emerge from the sides of his head and blink while his human eyes stay closed.
    • Spidermonkey's four arms are shown to be formed by Ben's two arms splitting down the middle.
    • Swampfire's admittedly short transformation in The War of the Worlds shows vines spreading out from the Omnitrix, wrapping tight around Ben in a way that looks like he's being smothered.
    • Rath has a shot of Ben's face becoming Rath's, followed by his arms doing the same, implying that it's not all happening at once, before Rath lunges at the camera.
    • The original transformation for Ampfibian shows Ben silently screaming. Later transformations bring it more into line with the standard Alien Force/Ultimate Alien sequences, but Ben is still cringing a little. It also cuts from a shot of Ben half-transformed to the full Ampfibian via his tentacles hitting the camera.
    • 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 planets, 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 lives 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.
    • It also tells when being a genocidal psychopath alone isn't even considered heinous enough by the show's standards to qualify a character as a Complete Monster here because genocides are frequently and liberally attempted by major and minor villains, while in most other settings, it will often throw them into Monster territory.

    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 Stephen King wrote comic books, 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?
    • The very fact that this thing has worshippers that call it the "Great One", refer to its process of destroying planets as "purification" and think of it as a joyous event to "rejoice" about. What happened to those three to put them into a mindset like that?
      • 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...
    • Actually the missing campers are accounted for, at least to some degree. When Max enters the main mess hall, he notices that a plate of spaghetti and meatballs sitting on one of the tables is still warm; remarking that everyone must have left in a hurry. So it's more than likely that all the campers and councilors conducted a full emergency evacuation of the campgrounds the moment the mushroom monsters started showing up. The three campers we do see were simply left behind by accident.
    • The first transformation into Wildvine is played more ominously than normal, with the Omnitrix making some kind of charging sound and the white tubing beginning to glow green, with Ben having a terrified expression. It's also implied to have been malfunctioning immediately before.
  • Max is completely absent of his usual grandfather traits when the mask and key to "The Ultimate Weapon" is unearthed in its titular episode, especially given it was one of the major goals of his entire Plumber career. He becomes an Unscrupulous Hero that isn't afraid to elbow an innocent security guard to the side instead of treating civilians with care, he tries to run Enoch and the Forever Knights off the road without a shred of mercy, and is such a hard-concentrated man on a mission that he risks endangering Ben and Gwen's lives repeatedly before he finally comes to his senses.
    • The Forever Knights were showcased before this episode, and show they Would Hurt a Child quite readily when Ben impedes their path. But then trying to get in the way of Enoch's plans has him outright attempt to murder the entire Tennyson family with glee. For an idea of how much of a Knight of Cerebus this is, though it's not fully on-screen and isn't emphasized for causing wounds or the like, this is one of the only times in the entire franchise Max and Gwen are hit with live weapons intending to kill instead of narrowly dodging or getting non-lethally hit and knocked aside.