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Ben 10: Ultimate Alien is the third series in the Ben 10 franchise, following Alien Force; it was originally titled Ben 10: Evolution in pre-production. The series was launched April 23, 2010.

The main difference between this and Ben 10: Alien Force is that Ben now uses the Ultimatrix, a prototype modified version of the Omnitrix with the ability to turn his aliens into stronger versions of themselves. Additionally, Ben's Secret Identity is revealed to the world, resulting in him becoming a worldwide celebrity, loved by the kids but distrusted by adults.

In the first season, the protagonists have to deal with five aliens from the Andromeda Galaxy who escaped to Earth after being kidnapped by a mysterious Osmosian (Kevin's species) criminal named Aggregor, who attempts to absorb all of them for a mysterious purpose.

The second season is mostly made of filler episodes, but there are some episodes that link into the third season's story arc involving an Eldritch Abomination named Diagon linked to the past of the Forever Knights.

Much like its predecessor, Ultimate Alien had a controversial reception and maintained the Broken Base amongst the fans. It was generally viewed as too similar to Alien Force to even be considered as a separate series, and it is usually rather seen as a continuation of the previous one; the only major changes it brought to the franchise were Ben starting to use a new Omnitrix and his identity being revealed to the world, confirming further his evolution as a Living Legend in-universe. It was still notable, however, for two major Author's Saving Throws: giving an explanation for Kevin's change of personality between the original series and Alien Force, and turning back the badly decayed Vilgax and Forever Knights into credible threats. It also had a rather well-received Crossover episode with other Man of Action Studios series Generator Rex, Ben 10/Generator Rex: Heroes United.

The series generally had lower ratings than both the Original Series and Alien Force. As a result, it ended after three seasons and was followed by Ben 10: Omniverse, which went for drastic changes and attempted to go back to the original series' roots.

This show contains examples of:

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  • A God Am I: Inverted in the series finale. After defeating Vilgax, Ben has the combined power of the Dagon, the Ultimatrix, Ascalon, and the 10 worlds Vilgax absorbed. Instead of abusing his power and eliminating all evil like how Vilgax goads him to do, he instead returns all the inhabitants on earth back to the way they were, with their own free will. He gives up the power immediately after.
  • Abandoned Warehouse: In "Double or Nothing", Albedo works on his "bomb" in an abandoned warehouse. Kevin lampshades it.
  • Aborted Arc: Three arcs that progress here (the lingering threat of King Viktor, the redemption journey of Charmcaster (whose true name is Hope), and the possession of Elena Validus by the Hive nano chips) will sadly (or not for those who disliked them) never see their conclusion due to Dwanye McDuffie passing away and the people in charge of the following series saying they have no interest in continuing them. King Viktor became Dr. Viktor again with Zs'Skayr being shown devouring the king's soul, reviving the original Viktor, Elena will cameo as herself toward the end of the series with no explanation as to how she was freed of the nano chips' influence (thought it will be shown in a graphic novel, and Charmcaster will never go by her true name again and will never escape the Heel–Face Revolving Door.
    • In Catch a Falling Star, Carl Nesmith (Captain Nemesis) had a romantic relationship with Jennifer Nocturne, and had a face change operation. In Omniverse, Captain Nemesis is back to his original face and personality, he's no longer involved with Jennifer, and Jennifer has resumed her acting career.
  • Accidental Aiming Skills: Rath grabs a piece of debris and makes a precision strike that knocks out Rojo's hoverbike. He admits he was actually aiming for her head.
  • Accidental Misnaming: Charmcaster tells Darkstar that her real name is Hope, but Darkstar doesn't remember it instead calling her "Heather", "Hilary", "Heidi", etc.
  • Actor Allusion:
  • A Day in the Limelight: Gwen has her very own episode called "It's Not Easy Being Gwen"
    • "Moonstruck" is an all-Max episode, flashing back to not only how he got involved with the Plumbers, but how he met Verdona.
  • A.I. Is a Crapshoot: In "Ultimate Sacrifice" a flaw in the Ultimatrix grants sentience to some of Ben's Ultimate transformations... and they are not happy about Ben supposedly "enslaving" them.
  • Alternate Continuity: According to Ben 10,000 Returns everything outside of the television shows (excluding What If? episodes of course) is all non-canon outside of Ben 10: Alien Swarm.
    • More precisely, they're said to be alternate timelines branching off at some point from the main one in the shows.
  • All Just a Dream: "Night of the Living Nightmare". Set up to look like Ben's dream, but turns out to be Albedo's.
  • All Your Powers Combined:
    • Aggregor's goal... or at least the first step in it.
    • Same for Kevin who absorbed all of Ben's alien forms again.
    • The current reality iteration of Ben 10,000 uses only one form: Ultimate Ben. This allows his human form to channel every single alien power he possesses, albeit only one at a time.
  • Almost Kiss: A lot.
  • Amplifier Artifact: The Alpha Rune
  • And I Must Scream: "In Night of the Living Nightmare", Albedo ends up in a nightmare caused by a Cassiopeia dream eater.
  • Animesque: Just like the other two before it.
  • Anti-Villain: Old George is a Type III, borderline Type IV; the only reason he qualified as a evil is because of his Fantastic Racism toward aliens; if not for this, he would be a straight hero.
  • Area 51: It exists and it turns out it's an alien prison built without Plumber permission where Colonel Rozum has been keeping aliens in horrible conditions for decades without due process of law.
  • Armor-Piercing Question:
    • During Ben's fight with Sir George over Ascalon, George asks Ben a series of questions that make Ben look at the situation from George's point of view, which makes him stand down almost immediately and offer a compromise.
      Sir George: How many times have you known in your heart that your way is best? How many times have your plans been thwarted because the very people you're trying to protect won't trust you?
    • After getting grief for his childish and obnoxious behavior, the younger Ben goes on at length about how joking around all the time is a way to cope with the constant pressure of having to make decisions that could get others killed.
      Gwen: Is that why you're so arrogant all the time? Because you're scared?
      Ben: [beat] No. I'm actually oblivious.
  • Arson, Murder, and Jaywalking: Kevin: "Helping Argit is a mistake. Tryin' to stop me is a mistake! And stealing my car? BIG Mistake!"
    • He puts the Car in Cargo Ship. To him? That's the most heinous.
  • Artifact of Power: The Map of Infinity
  • Artifact Title: As before. The title sequence shows 44 aliens, counting Ultimate forms. Some of the aliens shown (Buzzshock, Articguana, and Spitter) were in the What If? original series episode "Ben 10,000".
    • But, his name is still Tennyson.
    • With all the aliens from the Andromeda Galaxy added, he now has 1,000,910 aliens in the Ultimatrix.
      • Or rather, in the codon stream on Primus.
    • And the Ultimatrix seems to still have the same ten minute time limit even though Ben can change a number of times before the Ultimatrix needs recharge time.
    • Oh, and to top it all off, the Cartoon Network Asia and Cartoon Network UK premieres of the series and the US premiere of episodes 10 and 11 aired on 10/10/10.
    • The first season finale aired in the US on Decembernote  10.
  • Artistic License – Nuclear Physics: Correct execution, wrong explanation.
    • Gwen says that carbon rods will "absorb excess neutrons and control the rate of the nuclear reaction". Indeed, carbon rods are great neutron moderators, (second only to heavy water), and they do control the rate of which the chain reaction occurs and increase the nuclear fission, thus, making a violent exothermic reaction...that liberates the neutrons' kinetic energy, instead of absorbing them. To absorb neutrons, they would have to have been control rods, such as boron, or even carbon doped boron.
  • Artistic License – Biology: Despite resembling a jellyfish, one of the new aliens Ben gains is dubbed “AmpFibian”. Granted, the transformation hails from an advanced, distant race of aliens that may inherit certain species-fluid qualities. Not to mention, this is Ben we’re talking about.
  • Ascended Extra: Vulkanus. He appeared three times (including briefly appearing in a dream sequence and for a few seconds in a future sequence) as Six Six's helper in the original series. Later Six Six comes back in The Movie but, without him. Now he's a recurring villain. Ironically Six Six doesn't return but was replaced with his older brother Seven Seven.
  • The Assimilator: Kevin's finally gone full-on Sylar in the season finale, hunting down and apparently killing the other Plumber's Kids and assorted other aliens on Earth to gain their powers. What's really terrible is that, unlike Aggregor, his ability lets him take another person's powers without killing them. However (to quote the other power-stealing sociopath from New York City) he just likes killing people. The characters even mention The Hunger analogy.
    • The Hive.
  • Badass Boast:
    • Ben, in "The Purge":
    "Maybe you've forgotten something: I'm Ben Tennyson, wielder of the most powerful weapon in the universe. I stopped the Highbreed invasion, I defeated Vilgax in hand-to-hand combat and I've beaten the Forever Knights more times that I can count. Here's what's going to happen: you're going to release these prisoners, you're going to crawl back to whatever hole you came from and you're going to stop hunting down aliens because if you don't, I promise, you'll regret it for the rest of your very short lives."
    • Gwen, in "Hit 'Em Where They Live", as she sheds her human form and shows her Anodite form
    "I want you to listen to me, then pass the word to every lowlife you know. If you want to come after Ben, or Kevin, or me, fine. That's the life we chose. [Zombozo whimpers and looks away] I'm talking to you. Look at me! LOOK AT ME! As of right now, the Tennyson family is off limits. If any of you ever attacks one of our loved ones, or hurts one of our loved ones, or even bumps into someone we love in the street, THIS... is what... awaits you!"
  • Back for the Dead: Elena Validus makes her first animated appearance…and dies at the end of it.
    • Not Quite Dead: ...Only for her to return in another, later episode.
    • Pierce Wheels, in his only Ultimate Alien appearance, gets a bridge dropped on him courtesy of the Forever Knights.
    • Prior Magister Ghilhil who only appeared in one episode of the previous series returns only to get killed by Aggregor.
  • Battle Couple: Gwen and Kevin.
  • Batman Grabs a Gun: Ultimate Kevin's insanity and lust for power is so extreme that Ben immediately resolves to try to kill his old friend without any hesitation. Gwen and Max lampshade and criticize this.
  • Beneath the Mask: Colonel Rozum's first few appearances portrayed him as a very reasonable person who accepted Ben and company as heroes and fully cooperated with them. Then we discover underneath that he's a Knight Templar who imprisoned 775 aliens in inhuman conditions under Area 51 for five decades without due process of law.
  • Beware My Stinger Tail: Prisoner 775 has a retractable tail barb.
  • Black-and-Grey Morality: "Viktor: The Spoils" has this. Both King Zarion and Prince Gyula are villains, and it's suggested that the rebels may not be any better then they are.
  • Blessed with Suck: Kevin 11's species and Kevin himself in particular, in that what is by far the most useful aspect of their innate ability (Power Copying the superpowers of others) also causes rampant sociopathy.
    • Only if they absorb energy or the powers of others. Absorbing minerals doesn't do that.
  • Big Bad: Aggregor, up until the mid-season, where's he's replaced by energy-insane Kevin.
    • Big Bad Ensemble: the season 3 finale features a fight involving Old George and the Forever Knights, Diagon and the Esoterica, and Vilgax. Eventually Vilgax ends up as the True Final Boss.
  • Big Damn Heroes: Kevin's stepdad showed up at just the right time.
  • Big Badass Battle Sequence: The Forever Knights versus the the Flame Keepers Circle in "The Beginning of the End." Ben tries to come in on the side of the Knights only for it to turn into a Mêlée à Trois.
  • Big "NO!": Ben does this when the Forever Knights are about to open fire on a lucubra and the hapless human it is feeding off in "The Creature from Beyond". After Ben as Swampfire disarms the attackers, he states that when he says "No", he means "No".
  • Bound and Gagged: Julie in "Revenge of the Swarm."
  • Breaking the Fourth Wall: Will Harangue is attacking Ben for ratings, and when he sees the results?
    People love to watch Ben 10!
    • The series is full of allusions to the show itself. Young Ben accuses Swampfire of being a ripoff of Wildvine, someone tasting the Ben 10-themed smoothies after his identity is revealed says that the Alien X flavor was something of a letdown, a villain in Sumo Slammers is suddenly an ally in the new version and Ben isn't buying that... it goes on.
    • And Professor Paradox has a habit of warning people not to give out spoilers. However, he's a homage to Doctor Who, taking much from the Doctor (with "I walk in eternity" and gumballs = jelly babies being direct Tom Baker shout-outs) and a little from River Song (he's not meeting the gang in the order they're meeting him, "spoilers.")
  • Brains and Brawn: Gwen and Kevin, respectively.
  • Brick Joke: In "Prisoner 775 is Missing", the teaser features Ben explaining that he doesn't have an alien called Overkill (due to him believing Gwen was referring to Swampfire). At the end, when he scans and obtains a new form, ChamAlien, he shouts "Overkill!", much to his friends' annoyance.
  • Broken Pedestal: Ben's former idol Captain Nemesis, who becomes the villain Overlord.
  • But for Me, It Was Tuesday: Apparently, Ben's battle with Zombozo six years ago.
    • To be fair, Zombozo didn't menace him after their first meeting, so it's understandable he'd forget him.
      • Word of God is that Ben said that because he didn't want to admit (to Kevin) he used to be scared of clowns.
  • Call-Back: In "Absolute Power" Gwen tries to talk Kevin out of his rampage in a game arcade. They first met in a game arcade in New York during the original series where she does the exact same thing, bringing their relationship full circle.
    • In "Ultimate Sacrifice", Ben activates Ghostfreak who, like the Ultimates, wanted out of the watch.
  • Calling Your Attacks: Ben has engaged in a bit of this at the end of season 1.
    Echo-Echo: Wall of sound!
    Ultimate Echo-Echo: Sonic DOOM!
  • Car Fu: Kevin uses ferris wheel fu on Charmcaster in the third episode.
    • In the cold open of the next episode, Fourarms returns and makes a car-sandwich out of a baddie breaking his parole.
  • Cassandra Truth: After an episode of taking credit for Ben's various acts of heroism, J.T. and Cash get their act together and actually save Ben's life... which no one sees them do, and having outed themselves as frauds mere minutes earlier, no one believes them when they try to take credit this time.
  • Casting Gag:
  • Catapult Nightmare: Averted in "Revenge of the Swarm". We go from seeing Humongousaur being thrown into a vortex, to Ben's eye, wide open, while cowering under a pillow.
  • Cerebus Syndrome: The later parts of season 2 get rather dark. The main characters are murdered (then revived), and Captain Nemesis straight up murders several people in his reappearance. Ben also broke his arm in that same episode, a rare instance of such a damaging injury sticking.
    • Cerebus Rollercoaster: However, the episode after "Catch a Falling Star"note  was mainly a comedic episode, then the episode after thatnote  brought it back to scary.
  • Charles Atlas Superpower: Humans may not have any superpowers, but with enough Plumber training, they can jump as high as Fourarms or Spidermonkey.
  • Chekhov M.I.A.: During the final battle, Vilgax seemingly abandons Dagon to fight another day, when in reality, he was prepping his Vox Peniculus to absorb his power.
  • Chekhov's Gun: Kevin spends most of "Video Games" blowing spitwads at people. Guess what he has to do to help stop the Stalker robot?
    • Which is odd, because Nanomech can fly. Maybe that method was faster.
    • Also, in "Andreas Fault", the Forever Knights use some new teleportation power in the first few minutes for a quick escape. Considering that they had just stolen a smoothie machine, it wasn't really important. They use it again to escape the self-destruct near the end.
    • In the beginning of "Night of the Living Nightmare", Ben knocks over his smoothie while he sleeps. This saves him from getting a Cassiopean Dream Eater stuck onto his face when Albedo trips on it instead.
  • Chekhov's Gunman: Alien X.
  • Chevalier vs. Rogue: Season 2 has its main plot focused on a war between the Knight Templar, Magic-disliking, anti-alien Noble Demons Forever Knights, and the ninja-esque, shadowy, Magic-wielding, Eldritch Abomination-worshipping Esoterica.
  • Chronoscope: Clockwork is able to reveal what has happened in the past.
  • Clarke's Third Law:
    Azmuth: [The sword] isn't magic! It's science!
    Ben: Your science.
  • Combo Platter Powers: Kevin's got his matter-absorption back, and can still shift his body into weapons!
    • Though according to Word of God, he's always had them, but up until now was afraid to use them.
    • Aggregor gets this once he absorbs the power of the five Andromeda aliens.
  • Comic-Book Adaptation: The later issues of Cartoon Network Action Pack featured Ultimate Alien comic stories.
  • Company Cross References: Gwen's cousin Sunny is a complete expy of Blackfire, down to having a black-and-purple colour scheme and being voiced by Gwen's VA, Ashley Johnson (In Teen Titans, Blackfire and Starfire shared a VA, Hynden Walch).
  • Continuity Nod:
    • In "Fame" Jimmy's video has clips of Ben's aliens from the previous series including Brainstorm from "Pier Presure", Chromastone from "The Gauntlet", Big Chill from "Save the Last Dance", and Humungasaur fighting a Highbreed.
    • "Hit Em Where They Live" features the return of Original Series villains, Rojo and Zomobozo in addition to Vulkanus, Charmcaster, and Seven Seven. Gwen references Ben's fear of clowns from "Last Laugh" and she defeats Zombozo the same way Ben did in that episode.
    • In "Escape from Aggregor", Dr. Animo return after his defeat in "Voided", Kevin notes that Galapagus better not be another baby alien referencing the events of "Unearthed" and Gwen recalls their encounter with the alien dragon from "Be-Knighted" when she realizes Galapagus is trying to communicate. Aggregor notes that Osmosians can only absorb a tenth of an alien's powers, the same limitation Kevin had in the Original Series when absorbing the Omnitrix aliens.
    • In "Fused" Ra'ad is held at the Los Soladad Base, the former location of Project Paradox and the Highbreed jumpgate. Kevin apparently rebuilt the machine he and Ben used to hack the Omnitrix in "The Vengeance of Vilgax Part 1", with Ben pointing out that Kevin was stuck in a mutated form the last time they used it.
    • "Ultimate Aggregor" once again has the abandoned Los Soladad base playing a role, with Aggregor using the power source from Project Paradox to fuel his transformation and Paradox noting that time is worn thin there alluding to his previous actions in "Paradox" and the "War of the Worlds" two parter.
    • In "Where the Magic Happens", Kevin calls Charmcaster "Caroline", the alias she used in the Alien Force episode "In Charm's Way". Charmcaster is also back to using her bag from the Original Series.
    • "The Forge of Creation" has a time-traveling young Ben from the Original Series complete with a recreation of his original transformation sequence into Heatblast, as well as appearances from Wildmutt, Four Arms, and Stinkfly in their original designs. He refers to Gwen as "Dweeb" and tries to pick a fight with her, alluding to their contentious relationship during the original road trip. Young Ben also doesn't trust Kevin, whose was an enemy not long ago from his perspective. Paradox establishes that Ben's willingness to give Kevin a chance at the start of Ben 10: Alien Force was due to subconscious memories of ten year old Ben's jaunt into the future. While Kevin once again becomes a grotesque fusion of ten of Ben's aliens, with the younger Ben bringing up the last time he did so.
    • The flashbacks in "Nor Iron Bars A Cage" features young Kevin in his original Mutant form and OS look.
    • "Absolute Power Part 1" has Kevin hiding out in the same New York arcade he met Ben and Gwen at in "Kevin 11". Gwen's once again uses the spellbook she took from Charmcaster. Alan returns, once again running through a cornfield at night, to only to get his powers drained by Kevin. Pierce, Helen and Manny suffered the same fate off-screen, along with Dr. Victor who hadn't been seen since his last appearance back in the penultimate episode of Season 3 of the Original Series. Darkstar returns, referencing the events of ""Trade-Off" and the destruction of the Dominus Librium, the remains of which become vital to the plan to cure Kevin. Ben bitterly references how he had to grow up with Max gone in Alien Force, only to backslide and let his fame go to his head.
    • In "Absolute Power Part 2", Kevin blames his stepfather for convincing his mom to kick him out, forcing him onto the streets and into the mindset that led to Kevin 11. His stepfather points out that Kevin destroyed the house on a rampage and they were ill-equipped to deal with a superpowered adolescent. Cooper shows up to help out, in his first appearance since the season three premiere of Alien Force. The Rustbucket II shows up to get leveled by Kevin. Once again Los Soladad and Paradox's machine play a role in an episode, with Ben finding Paradox's old ID badge.
    • Sunder, the Terrax-like bounty hunter from the Alien Force episode "Single Handed" reappears in "The Transmogrification of Eunice", only this time working for Azmuth.
    • In "Girl Trouble" Verdona returns to restrain Sunny and once again notes she wishes Gwen would leave behind her human life to learn how to master her powers. Ben defeats Antonio on the same soccer field he played on back in the first episode of Alien Force
    • "Revenge of the Swarm" serves as a follow up to Ben 10: Alien Swarm revealing what happened to Elena and her father.
    • "Ben 10,000 Returns" references the original "jerk" version of Ben 10,000 with both Bens remembering that adventure, a universe where Gwen got the Omnitrix ala "Gwen 10", as well as bringing back Eon and the Hands of Armageddon from Ben 10: Race Against Time with the reveal that that version of Ben only displaced Eon from his universe. The Hands are stored in basement of the same museum Sir Urian robbed in "Duped"
    • "Moonstruck" is a double whammy by alluding to both previous shows: Max was given the opportunity to be the first man on the moon, but ultimately declined in favor of becoming a plumber. Though already established in the original series, it was revealed in this flashback that he got the offer from Labrid, the magister from Alien Force's premiere.
    • "Simian Says" has a number with the return of the DN Aliens such as their preference for cold weather, the genetic repair guns from "War of the Worlds", Ben using the Ultimatrix to revert DN Aliens although its effects are limited. It picks up on what happened to Simian and Ben jokes at the end that he has the makings of a prince , alluding to the fake story he gave in his original appearance. Ben also notes its not the first time he's dealt with remnants of the Highbreed calling back to "If All Else Fails".
    • In "Greetings from Techadon" Ben notes their previous enounters with Techadon warriors and how Goop defeated them. Vulkanus is hanging out at the same bar from "Con of Rath" and Kevin's ID mask from season three of Alien Force is used to trick the warrior.
    • In "The Purge", Driscoll, the Forever King from the original series as well as Enoch, his subordinate appear, as does Forever King Patrick and Sir Connor from the Alien Force episode "Be-Knighted", along with Sir Urian from "Duped". Patrick's castle makes a brief appearce with another robot Dragon.
    • In "Double or Nothing", Albedo reappears for the first time. His show takes place at the Nemesis Tower from "Hero Time" which has apparently been converted into a resort in the wake of Captatin Nemesis' disgrace.
    • Ben as Big Chill notes to Ma Vreedle that "[he's] a mother too!". Viewers will recall that Big Chill produced offspring back in Alien Force.
    • "Inspector 13" introduces the previous refernced Techadon Weapons Masters and explains what happened to the weapons factory from back in "Greeting from Techadon".
    • Kevin finally finishes making his car submersible in "The Beginning Of The End," a project he first mentions working on way back in Alien Force's "In Charm's Way."
    • Ben's final battle with Vilgax in "The Ultimate Enemy" once again takes place at Mt. Rushmore with another president's head getting destroyed as it did in their showdown in "Secrets"
  • Cool Car: Ben's still got the DX Mk 10 that Kevin made for him in the Alien Swarm movie, and Kevin naturally has his own ride, as well.
    • But for some reason, Gwen and Ben like driving Kevin's. Backfires on them in "The Enemy of my Enemy."
  • Cool Ship: Kevin personalized an old Plumbers' flyer, christened the Rustbucket-3. It can slice US fighter jets in half like a hot knife through butter, and travel interstellar distances in uber-short amounts of time.
    • Turns out NASA's been building their own ship called the Orion, which can travel at 15% the speed of light. (Truth in Television. Project Orion was the first design study of nuclear pulse propulsion, which is what is used here.)
  • Cosmic Horror Story: Dagon has enslaved over 100 dimensions, and their dimension is next.
  • Curb-Stomp Battle: Kevin gives one to Aggregor after absorbing Ben's aliens again. It comes at the price of his sanity…
  • Darker and Edgier: The show runs on this trope a lot of the time, though the episode "Catch a Falling Star" is particularly noteworthy.
  • David Versus Goliath: Ben ultimately defeats Harangue's Omnidroid knockoff by turning into Nanomech, his smallest alien (and incidentally the only one the robot didn't have on file) and tearing it apart form the inside.
  • Deal with the Devil: Gwen promises Michael Morningstar enough mana to remain at full strength for a year if he'll help her restore Kevin to normal.
  • Derailing Love Interests:
  • Deus ex Machina: Calling Grandma Verdona to help stop a cousin without previous obvious warning is rather a good way to address the fanbase with their incessant questioning of whether she (Verdona) will ever show up again onscreen.
    • Professor Paradox.
  • Did You Just Punch Out Cthulhu?: In the backstory, Sir George defeated Diagon, banishing him to another dimension. In the finale Vilgax baits Diagon into attacking an energy draining device. This kills Diagon since he is an Energy Being.
  • Digging Yourself Deeper: Amazingly, defied by Kevin in "Computer Games":
    Kevin: Look, Gwen, you have to treat a car like you treat a woman!
    Gwen: (pops a Fascinating Eyebrow) Go on.
    Kevin: *Beat* No. I sense I've made a mistake of some kind.
  • Diminishing Villain Threat: Zombozo inverts this completely. He was from season 1 of Ben 10, upon his return he's as scary as ever and may have just buried someone when he shows up.
    • The Hive's return also subverts this. While they don't conquer the world like in the movie, they're even more deadly than they originally were because they're smarter. Instead of making their Queen act differently than a human, she pretends to be their ally to earn their trust and attempt to bring Ben to their side. They're so deadly they nearly kill Ben and it takes Elena's Heroic Sacrifice to defeat them. Even then, The Stinger reveals they were just Playing Possum and are still out there.
    • Subverted again by the Forever Knights. They spend a good chunk of the series degenerating into cold open villains and perennial punching bags, but when their founder, Old George shows up, he quickly goes about reunifying them and whipping them back into shape as a competent and effective extremist group.
    • Played straight, with Darkstar. Compare his appearances in Alien Force, where he was a competent, dangerous, Manipulative Bastard, to his appearances here, where he's forced to hide out in alleyways and leech off of animals' energy, makes plans that the heroes see right through from the start, and who is always left in the most pathetic state possible by the end of the episode.
    • Albedo. As Gwen put it, "He's not a threat anymore, he's a... nuisance."
  • Distaff Counterpart: Sunny can be considered this to Albedo, as she and Albedo are Evil Twins to Gwen and Ben respectively. To begin with, both have the same powers as their Good Counterparts. Much like the case with Albedo to Ben, Sunny's appearance is similar to Gwen's, and both she and Gwen share the same VA. Like Albedo, Sunny is highly jealous of Gwen.
  • Doctor Whomage: Professor Paradox, who is very clearly modeled on the Doctor and falls more into being an Expy than a Captain Ersatz of him. He has all the hallmarks of the Doctor, and is a Composite Character of the Byronic Hero Fourth Doctor (a reference to jelly babies is mentioned) and the Lighter and Softer Fifth and Sixth Doctors.
  • Does This Remind You of Anything?: Given their Official Couple status, Ultimate!Kevin attacking Gwen to absorb her energy is essentially TV-Y7 Rated rape. The fact that he indulges in a bit of bondage to prevent her from escaping just makes it worse.
    • A lighter example happens in "Face". The way Kevin calls Jimmy out for blowing Ben's cover is a lot like an angry big brother defending his little bro from a bully.
  • Doomsday Device:
    • The Vox Peniculus returns from Alien Force and is used by Vilgax to absorb the Dagon.
    • Ascalon has the ability to destroy planets.
  • Drill Sergeant Nasty: Magister Hulka.
  • Driving Test Smashers: Happens to Gwen in "Video Games".
  • Dropped a Bridge on Him: Pierce Wheels is killed off by the Forever Knights in his only Ultimate Alien appearance.
  • Dude, Where's My Respect?: Played straight and subverted. Younger people (kids, teenagers, etc.), generally takes Ben's deeds for what they are. Mass media portrays him in a thoroughly negative light, and thus adults have a much lower opinion of him. The government is cool with him, though, having recognized the Plumbers as the authority in such matters for a long time now.
    • And it's not just the US government; every government in the world recognizes a Plumbers' Badge, and is immediately willing to let them have full authority in the matter.
  • Eldritch Abomination: Diagon
  • Element No. 5: Ra'ad, the fifth alien, has the unorthodox power of electricity while his comrades have powers over the other four traditional elements. Still, his mastery over the electromagnetic spectrum makes him just as powerful as his comrades, if not the strongest, considering he possesses a unique form mind reading.
  • Elemental Powers: Many of Ben's alien forms, but specific mention goes to his newest five:
  • Embarrassing Middle Name: Ben's middle name is revealed in the second episode: Kirby.
    • But knowing the franchise's past, it's probably a homage to The King.
  • Embarrassingly Painful Sunburn: Ben gets a particularly embarrassing sunburn from being on a planet that is literally half inferno and half icy wasteland. He's only unprotected for like three seconds, but… half his face is bright red in the next scene. This is never mentioned again.
  • Enemy Civil War: The Forever Knights have so many factions that hate each other that when another group showed up, Ben and company had to ask which Forever King they were aligned with. And then it turned out to be yet another faction they hadn't met.
  • Enemy Mine:
    • Gwen gets Charmcaster to help them get into Ledgerdomain to stop Aggregor.
    • Ben Gwen and Cooper team up with Darkstar to change Kevin back to normal in the first season finale.
    • Ben Gwen Kevin and Eunice team up with Simian to stop the DNAlien infestation at Arachnachimmania in "Simian Says".
  • Energy Absorption: Aggregor, Ben's newest addition to his Rogues Gallery, has this power. Somewhat ironic considering that he's of the same alien race as Ben's former-enemy-turned-ally Kevin, who also did this in the original series.
    • We find out that Kevin still has this ability, but prefers to utilize his matter assimilation abilities for obvious reasons. He tries to warn Aggregor about this, but the villain says that it's a lie the powerful have spread to keep civilians from realizing their true potential.
  • Energy Being: P'andor and mature anodites are this.
    • Despite his appearance as giant space squid, Diagon is this as well. Vilgax exploits this to kill him.
  • Everyone Has Standards: Discussed between Max and Ben in Absolute Power. When Ben informs his grandfather that he intends to show Kevin absolutely no mercy when he sets out to kill him, Max notes that if he were in Ben's place, he'd absolutely agree with his thought process...but is very much uncomfortable with Ben taking that position because he usually strives to be an All-Loving Hero and save everyone instead of thinking about The Needs of the Many.
  • Evil Counterpart: As usual, Charmcaster for Gwen until the two share a semi-Villain Episode together. Afterwards, Gwen's crazy cousin, Sunny, picks up the role.
    • Also, Aggregor for Kevin, being particularly reminiscent of his past villainy. Kevin seems to be aware of it, and has made it his business to take him down.
  • Evil-Detecting Dog: Ship is amazingly skilled in detecting enemies:
    • In "Eye of the Beholder", he realizes that his father Baz-El is in danger and travels to rescue him.
    • In "Perfect Girlfriend", he barks and growls at "Julie" who is later revealed to be a Not Quite Dead Elena disguised as Julie to manipulate Ben and steal him for herself.
    • In the finale, he senses the Esoterica wave and shields Julie from it by merging into a battle armor around her.
  • Evil Power Vacuum: In "Enemy Of My Frenemy", it is revealed that after Adwaitia was overthrown the rebels immediately began to fight each other for control.
  • Evil Versus Evil: The character who ultimately defeated Dagon was Vilgax.
  • Evolution Powerup: Though to be fair, it's not like the evolution is natural in the first place.
    • Word of God says the evolutionary process works by having the chosen alien in a simulated "worst case scenario" planet-wide civil war for an extend period of time, about a million or so years, and the dominant form at the end of the simulation is what Ben evolves into.
  • Explosive Overclocking: When Captain Nemesis asks his team to crank up the power on his suit.
  • Expy: Zombozo seems less Pennywise and more Joker in this series.
    • It is revealed in "Eye of the Beholder" that Jetray is able to travel through space. Also, he shoots laser beams from his eyes and tail, just like Zorg.
    • Fourarms new appearance is highly similar to Goro.
    • P'andor's form outside his suit is similar to the 10,000-Volt Ghost, an old Scooby-Doo villain.
    • Ra'ad as an intangible alien that tries to take over Ben, is reminiscent of Zs'Skayr/Ghostfreak.
    • Ultimate Echo Echo's form has a design scheme very reminiscent of Shriek's sound suit, particularly the design of the arms, with same looking sound disks and with the ability of sound manipulation it only just makes the expy even more apparent. Not surprising since Executive Producer Glen Murakami worked on both shows.
    • Way Big is a huge one for Ultraman, from looks to energy beam firing style.
    • Jennifer Nocturne, a very talented girl who has serious problems of self-esteem, falls in Mad Love with Nemesis, a perilous psychopath who only could think in killing his archenemy. It’s dubious if he loves her, but he certainly wants her to believe it. This could be applied to the relationship between Harley Quinn and the Joker.
    • Fasttrack is basically an alien Flash.
  • Face–Heel Turn: Kevin makes one after absorbing the power of the Ultimatrix and defeating the Big Bad solo. A bit of a subversion in this case, and might even qualify as a Heroic Sacrifice (of his own character development) since he knew the risks of With Great Power Comes Great Insanity but took the chance as a last desperate bid to defeat a villain about to become a living god.
    • Charmcaster in "Enemy Of My Frenemy", before leveling out between good and evil in "Couples Retreat".
  • Faceless Goons: The Esotericas.
  • Family-Friendly Firearms: Usually played straight, but actually used as a plot point in "Hero Time" when Gwen wonders how common crooks got their hands on laser weapons.
  • Family-Unfriendly Death: Alien crook Zanmaro being eaten alive by a giant carnivorous worm (though this one is played for comedy); Zombozo being hinted to have buried someone; Fallen Hero Carl Nesmith killing his doctor off-screen and leaving his dead body in a cold chamber, where he is found by Ben and Gwen; and, finally, Anti-Villain Old George being electrocuted by Greater-Scope Villain Diagon until he turns into ashes.
  • Fantastic Racism: Anti-alien bigotry has been the Forever Knights' hat since Alien Force and arguably the first series, but it isn't until "The Purge" and the return of Old George that they actually start living up to their creed. After being the butt of jokes for several seasons they ditch the dorky armor and ineffective weapons for better Power Armor and weapons to use against any aliens living on Earth and our heroes. They become so dangerous that Ben has to threaten to kill them all if they don't stop their crusade - and there is no doubt that the wielder of the Omnitrix is fully capable of doing that.
  • Fastball Special:
    • Kevin has Humungousaur throw him at a pair of Forever Knights.
    • They try another version with Lodestar's magnetism and Kevin in metallic form. It works, but is so rough on Kevin that Gwen makes them promise not to do it again.
  • File Photo Gag: Starting from "Fame" and then turning into a Running Gag: whatever Will Harangue tries to slander Ben Tennyson, with he uses Ben's blurred profile photo. Double points for Ben having a stupid face like someone just hit him.
  • Flashback: Michael Morningstar uses one that dates back to Ben 10 Alien Force to explain how he plans to help Ben and Gwen cure Kevin of his Osmosian insanity.
    • Most of the episode "Solitary Alignment" was a flashblack showing Asmuth and George's past.
  • Floating Water: Water Hazard is able to break the laws of physics with his water abilites.
  • Foreshadowing: Paradox foreshadows the fact Kevin would go crazy again when he has a talk with Kevin before they go after the Map of Infinity.
    • He also warned Ben not to touch the Timey Wimey Wall. Wouldn't you know it, he does, and it leads to Series1!Ben teaming up with him.
    • Paradox warns Ben at the end of "Ben 10,000 Returns" concerning the Lucubra and Old George.
    • Some parts of the fandom theorize that Paradox even hinted at the upcoming Ben 10 and Generator Rex crossover in "The Forge of Creation":
      Gwen: "What's that?"
      Paradox: "Oh, that's the next universe over. I don't like it at all."
      • His explanations of alternate realities, separate universes, and the time/space continuum in "Ben 10,000 Returns" makes this particular foreshadowing even more plausible.
    • What Colonel Rozum was like Beneath the Mask was foreshadowed back in Paradox's first appearance in Alien Force when he implies he wanted to use Paradox's time machine as a weapon against the Russians.
    • In "Night of the Living Nightmare", Ben nearly slips on a discarded Mr. Smoothie cup in his messy room. When it's revealed the nightmare of the episode was Albedo's, not Ben's as seemingly hinted, the three protagonists mention he slipped on Ben's Mr. Smoothie cup.
  • Freudian Excuse: Charmcaster took over Ledgerdomain and temporarily killed everyone in it, including the Power Trio, because she just wanted her daddy back alive again.
    • Oh, and before that, her goal was to free Ledgerdomain and everyone in it from an evil alien tyrant. She succeeded... and then promptly all the denizens of the realm started a war over who gets to take control of it. Poor Charmcaster, nothing she works at ever ends up right...
  • Friend to All Living Things: Galapagus' entire species (except for Addwagia, to the point where their world has no such thing as lying, crime, or prisons. Eunice is also one.
  • Forgot About His Powers: A necessity for Ben to be even the least bit threatened by any villain, though it helps that the Ultimatrix isn't exactly reliable. A particularly egregious case occurs in "Where the Magic Happens", where Ben never thinks to use Terraspin, an alien immune to mana, in the dimension made entirely of mana and against the opponent whose only weapon is mana. In general, any time Ben doesn't use his obviously overpowered evolution function to curb-stomp his foes on the spot counts.
  • Full-Name Ultimatum: Gwen to Ben, in the second episode.
  • Fusion Dance: This is basically how Aggregor gains the power of the five Andromeda aliens, resulting in portions of their bodies making up his new form.

  • G-Rated Drug: According to Darkstar, energy is like this to him and Kevin.
  • Get A Hold Of Yourself Man: Gwen slaps Humungousaur out of a drug-fueled rampage. She can canonically beat substance abuse right out of people. Not to mention she seemed to make it hurt.
  • Get a Room!: In "Perplexehedron", Gwen and Kevin kiss after the team is reunited in the titular location.
    Swampfire: Why don't you guys get a room? This place is full of them.
  • Go-Karting with Bowser:
    • Jimmy plays an online game and chats with one of the Forever Knights. The dude's screen name even says he's a Forever Knight. Gwen, naturally, lampshades it.
    • In "Ben 10: Galactic Racing", Vilgax is one of the racers.
  • A God Am I: Aggregor's ultimate goal.
  • Godhood Seeker:
    • Aggregor's aim during the show's first season is to use his absorption power to absorb an infant of the Celestialsapien race (a.k.a. just about the single most cosmically powerful alien race in the universe) into himself, gaining the Celestialsapien's full power without the drawback of crippling multiple personalities.
    • In the series finale, Vilgax's plan is to absorb the power of the godlike Eldritch Abomination he's been pretending to serve. He briefly succeeds, before being de-powered.
  • Godzilla Threshold: Crossed in "Forge of Creation" by Kevin, who absorbs the power of the Ultimatrix to kick Aggregor's ass and stopped him from taking over the universe. The bad news is, the absorption of all that energy has made Kevin evil again.
  • Gone Horribly Right: With a little encouraging from Past Ben, Kevin decides to absorb energy from the Ultimatrix to give himself enough power in a last-ditch attempt to stop Aggregor from absorbing the baby Celestialsapien. He ends up turning into a being that manages to utterly curbstomp Aggregor without a scratch, and quickly adds the abilities stolen from the Andromeda Five to his already-diverse power set, thus making him an even stronger foe than Aggregor was initially. What's worse is that the newly christened Ultimate Kevin's sanity is completely gone, causing him to go nuts and attack people who have wronged him in the past, as well as try to absorb any and all energy from people indiscriminantly. He's such a dangerous villain that Present Ben immediately jumps to using lethal means to end his lust for power as soon as possible.
  • The Good King: King Xarion seems to be this at first, with his son Prince Gyula disgusted by him being so lenient on the rebel forces that are acting against them. Once he transfers his mind into Vicktor's body, Xarion reveals that he was only "biding his time" with the rebels until he could crush them, and after brutalizing his son, goes after the rebels himself.
  • Green-Eyed Monster: Julie showed signs of being one when Ben entered into a completely professional relationship with an attractive actress (though she obviously wanted more out of it), despite the fact that she's fully aware he was doing it to get closer to his idol, Captain Nemesis.
    • Gwen does it a lot better. After the actress tries to move in on Kevin:
      *Death Glare* I will peel you like a grape!
    • Gwen probably shouldn't have mentioned to Charmcaster that she dated Darkstar before.
      • Darkstar made it obvious with his insistence on referring to her as "Lovely Gwen", so it would've happened anyway.
  • Groupie Brigade: Ben has to call Gwen and Kevin to rescue him from one at the start of "Deep".
  • Have You Tried Rebooting?: In "Fused", Kevin successfully reboots the Ultimatrix to restore it to its normal operating state.
  • Heh Heh, You Said "X": Ben describing his (completely professional) relationship with an actress:
    Ben: Jennifer's publicist says being seen together is good for both of us. Cross-pollination...
    Kevin: Ahahaha!
    Ben: "...of our careers.
  • Here We Go Again!: The Ultimatrix carries over the same problem with Ben not always getting which alien he wanted when he dialed it into the watch.
  • Heroes Want Redheads: In "Moonstruck" we find out Max met Verdona when she was a Distressed Damsel and a redhead.
  • Heroic Sacrifice:
    • The episode's called "Andreas' Fault"; who do you think it was? Also Ra'ad in the following one.
    • In the end of Season 1, Kevin sacrifices his sanity to stop Aggregor and save the universe.
    • And in the aptly named episode The Ultimate Sacrifice it's Ben who is willing to die in order to let the Ultimate Forms gain their freedom. Luckily, Azmuth intervenes after Ben has already jumped into the fire pit.
  • Heroic Vow: After Aggregor recaptures the last of his escaped prisoners, Ben makes one to save the aliens and stop Aggregor. He doesn't manage either, and though Kevin does manage to stop Aggregor at the end, it costs him his sanity.
  • He Who Fights Monsters:
    • Harangue quotes Nietzsche's line about the abyss in regards to Captain Nemesis going bad, but he's obviously just trying to spin the whole thing against Ben.
    • Charmcaster becomes this in her quest to bring her father back to life, in the process becoming worse than the one who actually killed him. Her father calls her out on this and she realizes all to late the error of her ways. She's shown to have gotten better after this, though, working at being a better ruler and person.
  • Hijacked by Ganon: Both seasons used this trope:
    • Season 1 featured Magnificent Bastard Aggregor as the main antagonist, whose scheme remained unstoppable for most of the season... then, when it was about to succeed, Kevin sacrificed his sanity by using the part of his power that would cause him to go crazy again to stop him. After he is defeated, Kevin, now back to being a psycho, serves as the main villain for the remaining episodes of the season.
    • Season 2 is even more complex; starts with a Big Bad Ensemble involving a war between the Forever Knight and a new, mysterious sect that turns out to be manipulated by Ben's Arch-Enemy Vilgax. Then an Eldritch Abomination Vilgax had been impersonating shows up and takes Vilgax as his Dragon, apparently becoming the new Big Bad... until Vilgax betrays him, absorbs him and becomes the final villain of the season.
  • How Do I Shot Web?: Just like in the original series, Evil!Kevin 11 prefers to pretty much just either smash stuff or blast stuff instead of utilizing his full array of abilities. Ben even has to point out to him that he can use his "Mothman" powers to phase through objects. He does seem to get more creative with his usage of powers after realizing he has access to so many, though.
  • Hurl It into the Sun: The defeat of the trash golem in "The Widening Gyre".
  • Huge Guy, Tiny Girl: Sunny and Antonio.
  • Hypocritical Humor: When Galapagus says that he was in prison, Kevin says "Told you he couldn't be trusted!"… this is from the guy who was trapped in the Null Void somewhere between 1-5 years.
    • When Captain Nemesis imitates Ben's Transformation Name Announcement, after seeing him do it as Fourarms:
      Fourarms: Why are you shouting your name out? It's stupid!
  • Idiot Ball: All three main characters hold this on various occasions. Aside from "Duped", there's "Too Hot to Handle" and "Andreas' Fault."
    • Aggregor's prisoners in "Escape from Aggregor". At the end of their escape, they have Aggregor's powers nullified using his own device. So why not, you know, just kill him instead of fleeing? That was the one time that Aggregor unambiguously screwed up to date, but nobody was smart enough to make him pay for it. Galapagus, being a pacifist, has an excuse for not thinking of this. Andreas, being an openly acknowledged moron, does too. Bivalvan, Ra'ad, and P'andor have all been shown to not mind killing, though, and aren't normally shown to have below-average intelligence.
    • It was probably meant as an indication that Ben is noble for valuing life, but come on, if he and Gwen had to go back and save the old Sentinel, why not give the last piece of the Map of Infinity to Kevin so he could take it to the RB3?
      • It was stated earlier that the Map of Infinity acted as a guide throughout the Perplexahedron - they couldn't use the Plumbers' Badge because it was attuned to the jet.
    • Julie grasped it firmly in "The Flame Keepers Circle" where she effectively joined a cult. No, Really. She's supposed to be Ben's more sensible girlfriend, but she's been acting very weird since Ben's ID got out.
    • Ben himself grabs it, in "The Perfect Girlfriend", not putting together that Julie is an imposter. Despite all the obvious hints(Acting weird, not caring about tennis wearing a different outfit, mere moments after they parted) it doesn't hit until he sees a replay of Julie playing tennis on television. Though that at least could be justified by Ben being too happy about being on good terms with Julie again to notice anything amiss.
    • C'mon, Darkstar, you honestly couldn't remember a hot girl's name when it's just a simple word from the English language? It's not like it's the first mistake he made in the episode, but it's the most glaring.
    • According to Video Games, Gwen, supposedly the "smart one" of the group, who in the next series enters college at the age of 16...doesn't know what sighing is.
  • Idiot Savant: Subverted when Charmcaster calls Gwen this "I've been trained in magic my whole life, and you just stole my spellbook, and you're out-magicking me. You may think you're a real sorceress, but you're really an idiot savant. Gwen is a more realistic version of a Teen Genius and probably knows what an idiot savant is" Charmcaster insulted Gwen out of envy for her natural talent (because Gwen is an anodite, a being of pure mana, the substance of magic).
  • "I Know You Are in There Somewhere" Fight: Gwen's preferred approach to try dealing with Ultimate!Kevin and she was right. He was in there somewhere... just not able to hold off the crazy for more than a few seconds at a time.
    Kevin: ...I've been trying to stay away from you!
    Gwen: Why?
    Kevin: ...Because I know what I'd do to you if I got the chance!
  • Immune to Bullets: "That's your first mistake! When you shoot Rath, it just makes Rath mad!!!" *roars* (Then again, what doesn't?)
  • Impairment Shot: Humungousaur!Ben hallucinates everything as monstrous after getting the dream dust in his face.
  • Impaled with Extreme Prejudice: Conduit Edwards, by George in retaliation for killing his squire Winston.
    • Season Two: Ship sees things out of focus after crash-landing and losing consciousness.
  • Imported Alien Phlebotinum: The Ultimatrix, given to Ben in the finale to Alien Force; it's essentially an upgraded Omnitrix which allows Ben to access more powerful forms of several of the aliens he transforms into. See Super Mode below.
  • Incest Subtext: Eunice is a prototype Omnitrix called a Unitrix whose human form and D.N.A. originated from Gwen Tennyson. She also happens to be one of the love interests of Gwen's cousin, Ben.
  • In Memoriam: The final episode of the show, "The Ultimate Enemy, Part 2" was dedicated to the memory of Dwayne Mc Duffie, who died from complications related to heart surgery.
  • Inhumanable Alien Rights: Rozum seems to think that Aliens don't have any rights.
  • Instant Armor: The Sword of Ascalon grants its wielder this.
  • Interspecies Romance: Sunny and Antonio. Seriously, how would that even work?
  • Invincible Minor Minion: The Lucubra.
  • Ironic Echo: Ultimate!Kevin uses Darkstar's smarmy endearment for Gwen right before trying to suck out all her mana
    Ultimate Kevin: Hello, lovely Gwen.
    • In "Escape from Aggregor", as the Andromeda Five initially have problems getting along until one - then another - is proved competent enough to be leader.
      "I'm following him."
  • Ironic Echo Cut: "Ultimate Sacrifice:"
    Ben: Am I... dead?
    Kevin: You think he's dead?
  • Irony: Geochelone Aerios are revealed to be immune to mana, which is the power Aggregor uses from Galapagus to render Gwen's powers useless. Some episodes later, we meet Adwaitia, who highly resembles a Geochelone Aerio; He uses magic, which is powered by Mana.
    • Adwaitia is also worshiped by Galapagus' race, which is how Aggregor knew Ledgerdomain's secret true name - he read it from Galapagus' memories.
  • It's Been Done: Ben invokes this when Inspector #13 tells him to think of what an army powered by the Ultimatrix can do.
  • I Want My Beloved to Be Happy: Cooper's crush on Gwen has not abated in the six years since they met, but he still stepped up without hesitation to help her save Kevin, even going so far as to reassure her.
  • I Want My Jetpack: In-universe example: When kid Ben shows up, he asks where the jetpacks are.
  • I Was Quite a Looker: Though her actual form hasn't changed any (seeing as she's an energy being and all) Verdona's younger human disguise back in her and Max's younger days was... attractive to say the least.
  • Justified Criminal: Subverted. In Fame, Cash claims to be using the proceeds from taking credit from Ben's heroics to help his mother afford an operation. Though he actually was saving up for an operation, said operation was just a nose job.
  • Karma Houdini: Kevin after "Absolute Power" and Charmcaster after "Enemy of my Frenemy". Both are somewhat understandable, as the two are both examples of Woobie, Destroyer of Worlds, but it's jarring that they receive NO punishment for their deeds other than themselves feeling bad about it.
    • A far better example is Will Harangue in "Video Games", after attempting to kill Ben for no reason, he's not only not arrested but has turned the event against Ben.
  • Knight Templar: Colonel Rozum. He's quite possibly worse than the Forever Knight's with their dragon when it comes to aliens. You know what they did to that alien dragon? Rozum imprisoned 775 aliens in worse conditions, while adding more to it.
  • Knight of Cerebus:
    • As the return of Old George/The First Knight has transformed the Forever Knights from laughable Monty Python-referencing villains to a "proper" order of fanatics who strong-arm innocent aliens into leaving Earth.
  • Lampshade Hanging: When the series Running Gag strikes yet again:
    Rath: Lemme tell ya something, Ultimatrix! Rath is sick of you not working right! It's not even funny anymore!
    Humungousaur: If you're never going to give me the alien I ask for, why do you even have a dial?
    • In "Prisoner Number 775 is Missing" Kevin asks Ben why he shouts the name of his aliens. Ben's response? To strike fear in the hearts of his enemies. Kevin deadpans that Ben can keep on believing that if he wants to.
      • Then Gwen announces Wildmutt's name as Ben is transforming later in the same episode, then remarks, "He can't talk. Someone had to do it."
    • Vilgax comments on how fortunate it is for him that the Esoterica worship an alien that takes the form of a squid. He also notes how tiresome it is to watch Ben turn into other aliens to fight him in the series finale.
  • Laser-Guided Amnesia: Lampshaded. Kid!Ben expects a memory wipe after the events at the Forge of Creation.
  • Laser-Guided Karma: A literal case of it. After taking credit for being the brains behind the heroes and the heroes going along with it, J.T. and Cash actually save Ben using an energy draining laser weapon. But, after putting up with them all episode, Ben, Gwen and Kevin finally tell them off and don't believe them. Worse, the weapon shorted out the camera recording the said saving. The episode ends with J.T. sadly yelling "We're heroes!"
  • Let's Get Dangerous!: When Captain Nemesis kidnaps Julie as a means to get to Ben, Ben immediately finds him, jumps straight to Ultimate Humungousaur, and kicks five kinds of ass without so much as a word. The lesson: Do not fuck with Ben's loved ones.
    • He does it again when Aggregor mercilessly kills the five Andromeda aliens when he absorbs their powers. If it weren't for the fact that Aggregor was invincible, Ben probably would've killed him.
  • Let's Split Up, Gang!: Defied by Kevin in "Perplexahedron":
    Ben: Maybe we should split up, cover more ground.
    Kevin: Great idea. That way Aggregor can pick us off one at a time.
  • Let's You and Him Fight: When kid Ben first shows up from the past, he naturally starts swinging almost immediately. It just gets worse when he realizes who Kevin is.
  • Licked by the Dog: In the episode "Underwater", the trio are on a mission to stop Aggregor in a Ripjaws' home planet, Pisciss, which is entirely made of water. When Kevin's oxygen helmet breaks, a cute little fish saves his life by latching itself over his head and supplying him with air. The fish develops a fondness for Kevin and continously follows him around to help out more, much to Kevin's annoyance. In the end, Kevin convinces the fish to stay in its home where it belong. Awww.
  • Lightning Can Do Anything: Ra'ad, one of the five prisoners of Aggregor, possesses electrical powers which allow him to fire lightning blasts, transform into electricity and travel electrical devices, and even read the minds of any life form.
  • Limited Wardrobe: Finally justified. The Ultimatrix, and the Omitrix before it, apparently scanned in Ben's outfit when it scanned in his biology, and no matter what outfit he was wearing when he goes hero, he detransforms wearing the one outfit we always see him in.
    • He states this explicitly for the Ultimatrix "ever since I got the Ultimatrix…" implying that the Omnitrix didn't, leaving that one still unresolved.
    • Justified for Gwen in "It's Not Easy Being Gwen" as we see that her outfit is her prep school uniform.
  • Logical Weakness: Ra'ad, and by extension Ampfibian, is highly vulnerable to water, being an elecromagnetic being, This is ironic, as the species is an Electric Jellyfish. The writers apparently thought better of the weakness later on, since Ampfibian was able to swim underwater with no problems in "Deep".
  • Long-Lost Relative: Kevin's heretofore unseen stepfather.
    • Gwen and Ben's cousin Sunny.
  • Lotus-Eater Machine: The Cassiopeia dream eater puts whoever it attaches to into one, then feeds off the chemicals in their brain related to stress as they try in vain to fight off the resulting nightmares.

  • MacGuffin Delivery Service: How Aggregor retrieves his first three escaped prisoners. Subverted for the last two: he had to make a token effort for the fourth, and the fifth gave him a lot of trouble while performing a Heroic Sacrifice.
    • Played straight again when retrieving the first piece of the Map of Infinity; Aggregor lets the Power Trio work through the traps in the Temple of Doom so that he can take the Map piece for himself at the end. Same with the third.
  • Made of Iron: Ben is this entire trope. He's able to survive getting kicked by Bivalvan's Powered Armour, hit by another alien powered suit, blasted by Pandor's radioactive beam, and kicked by Aggregor's "Ultimate Form" without any broken bones or scratches ALL IN HUMAN FORM. Kevin has an excuse because of him being Osmosian allowing him to be more resistant to damage. And Gwen probably used a spell to make herself more resistant to harm.
  • Magical Incatation: Used frequently throughout the series, mostly by Gwen and Charmcaster. Also used by Aggregor to open the door to Legerdomain.
  • Magical Land: Charmcaster and Hex are revealed to be from one much similar to the Null Void dimension, only with a purple backdrop instead of red.
  • Magic Skirt: There have been many time in the series where Gwen (and sometimes Julie) are show falling legs first or huge gusts of wind are present. Everytime, it results in their hair blowing up, but their skirts stay in their place.
  • Male Gaze: The camera seems to focus on Gwen's rear at times.
  • Me's a Crowd: The second episode involves Ben using Echo-Echo-created clones of himself to do a little multitasking. Unfortunately, they suck at the Combination Attack.
  • Meaningful Name: The second episode also reveals Ben's middle name, when Gwen hits him with a Full-Name Ultimatum: Benjamin Kirby Tennyson.
    • Also: Will Harangue; Harangue means "A long pompous speech or a tirade," which seems to fit the anchorman pretty well.
    • Episode 7 is titled "Andreas' Fault", so it should come as no surprise that Ben acquires an alien that can cause earthquakes.
    • In the episode "Deep", we're introduced to Plumber Magister Pyke, a Piscciss Volann.
  • Meaningless Villain Victory: Charmcaster actually succeeds in draining the souls of every living being in Ledgerdomain, plus killing Ben Gwen and Kevin, to resurrect her father. Unfortunately for Charmcaster, Spellbinder refuses to be resurrected at the cost of others and goes back to the dead returning the souls to their rightful owners.
  • Mid-Season Upgrade: Aggregor transforms into a conglomerated form of the five aliens after he absorbs them. He reverts back after Kevin takes his power for his own.
    • Midway through season 2, Ben 10,000 gives present Ben every alien he'd ever turned into up to that point (thus making the title sequence correct) along with several that he hadn't yet gotten.
  • Mind Control: Lucubra can control people while eating their thoughts. The real Diagon can do this to anyone that was a victim of Lucubra. Both also involve a hefty amount of Mind Rape, if Gwen's reaction is any indication.
  • Mind Rape: By the titular "Creature from Beyond" in season 2.
    • The real Diagon can also do this to anyone who was ever a victim of the above creature without warning.
  • Mix And Match Creature: Aggregor's new form consists of the legs of Bivalvan, the arms of Andreas, the torso of Galapagus, the face plate of P'andor for a neck, and a head much like Ra'ad's. And as of "Forge of Creation", Kevin has done the same thing with Ben's entire alien set, minus the Ultimate forms and Alien X.
  • Mondegreen Gag: Jimmy thought Jetray's name was "Jeffrey".
  • Monster Clown: Zombozo makes a triumphant return in the third episode.
  • Monumental Battle:
    • For no logical reason, Harangue challenges Ben to a battle next to the Washington Monument. This leads to the Monumental Damage below.
    • The final fight with the garbage monster in "The Widening Gyre" takes place at the San Francisco Bridge.
  • Monumental Damage: Harangue manages to topple the Washington Monument and put holes in the Capitol Building with missiles inside of five minutes on live television. He even manages attempts to pin the blame on Ben.
  • Mood Whiplash: Definitely the 'Overkill' joke at the end of "Prisoner 775 is Missing". "Too soon?"
  • Moving Buildings: An instance of this happens where sentient buildings (Which later grow teeth) attack Kevin. These were somehow created by Elena Validus using the nanochips first seen in Ben 10: Alien Swarm.
  • The Multiverse: In "Ben 10,000 Returns", Paradox reveals this exists. Among universes he listed are the Gwen 10 universe, a universe were Ben never had to destroy the Omnitrix to beat Vilgax, a world will Albedo ended up trapped in Alien X for over a year, the universe were Ben 10: Race Against Time took place, and the original Ben 10,000 universe, but it's stated there are others. Its also revealed that the Eon they're fighting came from a universe were Ben turned into him.
    • Let's not forget the Generator Rex universe, although it could be another dimension, instead of universe.
  • Murder Is the Best Solution: Captain Nemesis in "To Catch a Falling Star" is very quick to kill people to get what he wants. He seems to think that killing Ben will solve all of his problems.
  • My Future Self and Me: Ben teams up with his younger self from the original series in "The Forge of Creation". While the younger Ben gets a mind-wipe of the events, the subliminal memory of it is what makes him trust Kevin so quickly.
    • Ben teams up with another version of his future self in "Ben 10,000 Returns," which is an entirely different Ben than the one in the original series episode "Ben 10,000." So technically, Ben has met four of his future selves so far.
  • Mythology Gag: Young!Verdona wears Young!Ben's signature shirt.
  • Naked on Arrival: Eunice.
  • Near-Villain Victory: Aggregor nearly succeeds in his goal to become a god having outsmarted Ben Gwen and Kevin in their attempts to foil him. He manages to absorb the powers of the five Adromega aliens and successfully gathers all four pieces of the Map of Infinity despite the team's best efforts to stop him. He is only thwarted at the last second when his powers were stolen by a mutated Kevin.
  • Never Say "Die": Averted.
    Ben: Seriously, dude, just apologize [to Gwen].
    Kevin: She's just scared of going back to Ledgerdemain. Because, y'know, how Charmcaster killed us all. Good reason.
  • Nice Job Breaking It, Hero: Ben's movement scans help the Stalker counter them.
    • Another example of breaking: Kevin accidentally releases P'andor, a highly-radioactive energy being, from his containment suit. This leads to an Oh, Crap! face.
    • A very notable case is that Ben and the others were unaware that they were unwittingly giving Aggregor back his captives each time they helped them. The last of the five finally pointed it out, and he too was caught. Just goes downhill from there.
  • No Celebrities Were Harmed: Think of every TV news pundit you know of; Will Harangue has traits of all of them, though no real political affiliation. He just really hates Ben.
  • No Ontological Inertia: Somewhat justified with the Andromeda aliens. Aggregor had converted them into energy so he could permanently absorb their powers. Once all the energy returned back to their original owners, they turned back to normal. (Then again, how it knew to convert them back into their physical forms is still unanswered.)
  • Noodle Incident:
    • Something happened between Professor Paradox and the Celestialsapien race that resulted in what could best be described as a restraining order, requiring the good professor to stay 500 Lightyears away from any Celestialsapien.
    • Whatever happened on Ben’s date with Gwen’s best friend Emily, it ended with Ben webbing her to the top of a tower.
  • Nothing Can Stop Us Now!: In what has to be one of the fastest fulfillments of the trope's promise ever, Darkstar has the nerve to proclaim this after absorbing Kevin's excess energy, which was a considerable amount. Ben naturally saw it coming, pushes a button on a nearby panel, and takes it from Darkstar before a minute has passed.
  • Not-So-Harmless Villain:
    • Old King Xarion of Zarcovia, his throne usurped by his own son with the help of Dr. Viktor's dead body, calls in Ben and the gang to help him… after which he turns on them and uses the Ultimatrix as a conduit to bodyjack Dr. Viktor.
    • Ssserpent when he appears in "The Perfect Girlfriend". Before, his sole role was to get his tail kicked by Ben in a few seconds, this time he'd studied Ben thoroughly and set a trap that almost kills Ben. He also manages to avoid being captured the entire episode, something few of Ben's toughter villains can't say they managed.
  • Not So Stoic: Imposter Kevin doesn't hide how much he finds Jimmy Jones annoying or that he prefers to kill him personally. Yet, he doesn't even say "told you so" when Jimmy helps free the real Ben, Gwen and Kevin.
  • Obfuscating Stupidity: Will Harangue acts like a typical TV news pundit while on the air, but off the air he's actually quite calculating and sinister.
    • Also Ben himself in the episode "Basic Training". He spends the entire episode acting like he's ignoring Drill Sergeant Nasty's every order and not reading the debriefing manual… and then gets a 95 out of 100 on the tests. He's not doing it to trick anyone, though; he just didn't feel like acting like he was paying attention, even though he was.
  • Official Couple: Still Kevin/Gwen and Ben/Julie.
  • Oh, Crap!: When Gwen informs her crazy cousin Sunny that she is strong…but her Grandma Verdona is stronger. Cue an Oh, Crap! look from Sunny.
    • In "Where the Magic Happens", Adwagia is apparently ready for anything except Ultimate Humungousaur.
    • In "Nor Iron Bars A Cage", one of the Null Void robo-jailors actually goes "uh oh" at the impending prison revolt.
  • O.O.C. Is Serious Business: Both Max and Gwen note that Ben's determination to put Ultimate Kevin down at all costs is completely out-of-character for him, due to his status as an All-Loving Hero. While Max sympathizes with Ben's choice (though he doesn’t condone it), Gwen is disgusted that her cousin would give up on their best friend so quickly, going to the point of attempting to fight him to stop his crusade against him. Ben further demonstrates this trope by coldly trouncing her in battle and criticizing her unconscious body for not wanting to hurt him.
  • Playing Possum: Argit, to save himself from Crazy!Kevin's wrath at Plumber Academy.
  • Pokémon Speak: Ship. In "Eye of the Beholder", he learns a new word, "Julie!".
  • Power Copying: The Ultimatrix can scan any alien it doesn't have a copy of in the database and add it to Ben's repertoire. The downside is that he can't transform while it's doing this.
    • Unless he's already transformed when it happens.
      • Ben actually starts doing this actively in "Prisoner 775 is Missing".
    • Aggregor and Kevin, being Osmosians, can also do this with anything they touch. Although it comes with a With Great Power Comes Great Insanity drawback, so Kevin never actually uses this aspect of his ability until he turns evil, that is.
    • And for the trifecta, Eunice can absorb the abilities of Earth animals by touch due to being the living avatar of an Omnitrix prototype.
  • Powered Armor: Ship can become one for Julie.
    • The Forever Knights upgrade their suits of armor into this in "The Purge."
  • Power Echoes: Aggregor's voice sounds deeper after his transformation.
  • Power Nullifier: The five aliens get thrown into a cell that disables their powers.
  • The Power of Friendship: Subverted in "Double or Nothing". Albedo could have been turned back to normal, and lost his entire motivation for villainy… if the aliens he was employing hadn't sabotaged his efforts just because they didn't want him to leave them.
  • Power of Love: Temporarily gives Antonio an edge over Ben.
    "You can't beat me! You fight for your own reasons, but Antonio fights for LOOOOOVE!"
  • Pre-Asskicking One-Liner: "There's a time to go hero, and there's a time to go Ultimate!"
  • Product Placement: Possibly deliberate this time; in "Reflected Glory", Gwen explicitly refers to her internet messages as tweets.
  • Punny Name: Will Harangue.
    • The sources of Ben's newest alien forms have these:
      • Bivalvan, who looks like an anthro clam.
      • Galapagus, the turtle-guy.
      • Andreas, who uses piledrivers to cause seismic distruption.
      • Ra'ad, an old Persian word for "thunder", displays electrical powers.
      • P'andor, an alien trapped inside a suit to suppress his powers, is a reference to Pandora's Box.
  • "The Reason You Suck" Speech: A mild version, from Ben to Gwen in the finale, after they fight each other and she is the one defeated.
    • A more standard version in "The Forge of Creation" by young Ben after Kevin goes insane again.
      "You're a jerk. You've always been a jerk. People try to be nice to you, but you can't ever see it. You're too busy feeling sorry for yourself."
  • Redemption Failure: Charmcaster undergoes a Heel–Face Turn once she is returned to her home dimension and is able to liberate it from its tyrannical overlord. But once this only creates a power vacuum that causes everyone she freed to fight a war over the throne, she crosses back into villainy, after which she remains in the Heel–Face Revolving Door for the remainder of the following series.
  • Remember the New Guy?: Emily has been Gwen's best friend since kindergarden and yet never came up in any of the previous series. Although admittedly Gwen's school life has never gotten any focus before and Emily doesn't like Ben so its not quite as jarring as previous examples. Lampshaded in that Emily feels she and Gwen are drifting away from each other.
  • Retcon: Just like it's predecessor, this iteration has changes in the continuity that have been made.
    • It is revealed that Kevin's stepfather is actually a good person and that Kevin wasn't kicked out, but he went insane with power, destroyed the house, and ran away.
    • The queen in Ben 10: Alien Swarm has been changed into a decoy queen created by the real queen to avert suspicion towards her.
    • Ben 10: Race Against Time has been retconned into an alternate timeline.
      • Eon was changed into an alternate version of Ben and has been revised from a Omnitrix Alien transformation.
      • Chronians do not exist anymore.
    • Ben's future has changed from the one seen in "Ben 10,000".
  • Reveal Shot: Ben is shown on the therapist's couch in "Eye of the Beholder" - zooming out reveals his therapist is Jimmy Jones.
  • Roaring Rampage of Revenge:
    • The first thing Ultimate Kevin does after leaving his friends is to find and kill anyone still living who wronged him in the past. Once he runs out of enemies, he moves on to trying to absorb the powers of anyone he can find.
    • Prisoner 775 goes on one of these and tries to kill Colonel Rozum's family in revenge for Rozum's actions resulting in the deaths of his family and leaving the poor guy trapped in a horrible prison for who knows how long.
  • Rock Bottom: It can't get any worse until Aggregor crashes through the ceiling, as seen in "Fused".
  • Rubber-Forehead Alien: Agreggor looks like a human with a couple rows of spikes on his head, at least until he goes One-Winged Angel.
  • Running Gag:
    • Kevin's car still gets thrown around a lot.
    • Not to mention the series-wide running gag that, just like the Omnitrix before it, the Ultimatrix never works right when Ben wants it to.
      Ben: Swampfire ...was not who I was going for there.
    • After a long time, the Hot Dog stand running gag from the original series makes a brief reappearance in "Inspector 13", where it is, predictably, knocked down or at least destroyed.
  • Ruritania: The Kingdom of Zarkovia.

  • Sadistic Choice: Captain Nemesis tries to pull this on Ben with Julie and the hot actress. Ben unflinchingly saves Julie. After a tender moment, Julie finally brings up the actress. Cue the camera cutting to Gwen and Kevin rescuing her.
  • Schizo Tech: "Duped" features Ben and Kevin having to fight a Forever Knight wearing a suit of ancient Aztec Powered Armor.
  • Scream Discretion Shot: Bivalvan in "Fame".
  • Sdrawkcab Name: Easy to miss if you don't pay attention. In the most recent episode (as of this edit), Ben, Gwen, and Kevin, with the aid of Charmcaster, go to the dimension of "Ledgerdomain", where all mana comes from, through a "Door to Anywhere". Ledgerdomain is just what the natives call it, though. If you watched with closed captioning on, the name was spelled there as Yahwahtacsip, which is part of what makes it easy to miss.
    • It gets better! A quick Google search reveals that the (a?) company that makes the Ben 10 toys, Pressman, has its customer service mailing address located in -you guessed it- Piscataway! WARNING: PDF:
    • One of its new names (now that Charmcaster has ensorcelled it to change its name every few seconds) was Eekuawlim. Others were similarly backwards Earth city names.
  • Sealed Evil in a Can: P'andor, though he's more of a self-centered Jerkass than straight-up evil.
    • That's the least of your worries, considering why he's in the armor.
    • The real Diagon is sealed in another dimension, and the source of his power, his heart, was torn away from him and sealed by a magical sword.
  • Self-Deprecation: This series seems pretty fond of poking fun at its own flaws and the flaws of the series in general. For example, at the opening of a smoothie shop doing a Ben 10 promotion, a kid calls the Alien X flavor "filler".
    • The same episode has Jimmy Jones theorising that the network puts out two episodes of Sumo Slammers a week to sell more toys. Ben then notes that he recently bought an action figure.
    • Let's not forget about "Video Games", where Ben talks about the multiplayer function in the game not being a good idea.
    • In "Forge of Creation" Young Ben looks through the 16-year old Ben's alien repertoire, and calls most of them lame.
  • Senseless Sacrifice: Elena Validus kills herself to stop the Hive and save Ben, because she was the queen. However, The Stinger reveals while she did save Ben, her sacrifice didn't stop the Hive and they're still alive. A later episode reveals that even SHE is still alive and back in "queen" mode again. The sacrifice was indeed entirely pointless.
  • Series Continuity Error: In "Ultimate Aggregor", Galapagus is completely immune to Gwen's mana attacks, and this is stated to be a universal quality of his species. Yet in his first appearance, "Escape from Aggregor", Gwen had hit him with a mana attack successfully.
  • Serious Business: Julie takes her mini golf super seriously. So much so, that when a killer robot interrupts her game, she tries to attack it!
  • Sesquipedalian Loquaciousness: Octagon Vreedle, of The Vreedle Brothers, in an odd combination of not-too-bright and this.
  • "Shaggy Dog" Story: The first season's storyline ends up this way due to no long-lasting consequences.
  • Sharing a Body: Ben and Ra'ad in "Fused".
  • Shout-Out:
    • In "Hero Time," both the book and the movie "Nightfall" are an obvious nod to Twilight franchise.
    • Will Harangue's plot in "Video Games" is identical in many details to Syndrome's plot in The Incredibles. The Stalker even looks like an Omnidroid. Bringing the Jameson reference full circle, it's also near identical to a plot Jameson used to attack Spider-Man back in the day.
    • Ben uses an attack from Sumo Slammers IV that looks a lot like E Honda's Hundred Hand Slap.
    • At the start of Escape from Aggregor, Ben fights Dr. Animo and a mind controlled Yeti in Sector 7-G.
    • The Galvanian tank where Max recovers in "Absolute Power" seems a read of the healings tanks used by Vegeta and Goku.
    • According to Word of God, Sunny was inspired on Serena.
    • In "Ultimate Aggregor", Paradox claims he can't help with the Aggregor situation because he has other business "a long time ago, in a galaxy far, far away." Kevin immediately calls him on this.
    • Also, in "Where the Magic Happens", they use a "Door to Anywhere."
    • The following ep, "Perplexahedron", has the Sentinel, an ancient alien guarding the last piece of the Map of Infinity - the entire setup looks an awful lot like the last Templar guarding the Holy Grail in Indiana Jones and the Last Crusade, complete with the place caving in on itself at the end.
      • The setup of the entire station even more closely resembles the movie Cube 2: Hypercube, with sterile white cube-shaped rooms that move around throughout the station, distort gravity, and contain various deathtraps.
    • In "Nor Iron Bars a Cage", we have a corrupt warden who kills a prisoner to avoid him helping another prisoner out. Never seen that one before.
    • In "Basic Training", we meet an arrogant Plumber cadet named Brannigan.
      • Who is wearing red Valou… armor.
      • You Plumber recruits will behave, or Magister Hulka with the big toe will see how far he can shove it up your...
    • In "It's Not Easy Being Gwen," we learn Max once brought Mogwai-kabobs to a family get-together... and that Gwen thinks they taste like chicken.
    • The Gwennettes and the fireworks from "Double or Nothing" seem inspired at a similar show from ''IronMan2.
    • In "Ben 10,000 Returns", Paradox mentions "Cross-Time". He explain how it works, which is very similar to DC Comics' Hypertime.
      • And Eon's plot in that episode is very similar to what the Big Bad in The One was trying to do.
      • It's also similar to DC Comics' The Kingdom, where the supervillain Gog travels across Hypertime to destroy Supermen from different realities.
    • "Catch a Falling Star" looks like an episode of CriminalMinds adaptated for kids. Still considerably disturbing.
    • "Moonstruck" is a Whole-Plot Reference to the first two Terminator movies, as well as the old Alien Invasion movies from the 1950s.
      • The energy extraction device near the end of that episode is very much a deliberate homage to the viewing sensor the Martians use in the 1953 version of The War of the Worlds. The sound editors even used the heat ray sound effect from that same film when it powers up.
    • From "Andreas' Fault", the second time a Forever Knight is heard yelling "RUN AWAY!"
      • Kevin even calls it "Monty Python week" when the Forever Knights show up in season 2.
    • "The Widening Gyre" has quite a few:
      • Kevin mentions a show he used to watch that was pretty much an exact description of the plot to Captain Planet and the Planeteers.
      • The two agents who show up are pretty much Expys of two other supernatural investigating agents, complete with the dialogue being contrived to make Not-Mulder declare "I want to believe". In-universe, too, as Kevin is supremely annoyed that none of his friends can make the connection.
      • Kevin also mentions a narrator from another show.
      • The fight at the end of the episode is pretty much exactly what you'd expect from an episode of Ultraman, complete with heroic music, the group's attacking the garbage monster with the Rustbucket much like the Ultra support teams, and Way Big pulling out a power he was never previously shown possessing to win. The only thing missing would be the Omnitrix timer going off right before the finale.
    • One of the Plumbers in "The Mother of All Vreedles" is an obvious homage to Don Knotts' role as The Incredible Mr. Limpet.
    • While Driscoll tells the story of "Saint George and The Dragon", the animation during the story is vaguely similar to that of Disney's Sleeping Beauty
    • In "Solitary Alignment," Azmuth tries to explain to Ben and the gang how they can't interact with anyone in (what we know as) a Pensieve Flashback, but eventually stops and tells himself that they probably can't understand what he's trying to say. Ben's response is that it's "pretty simple if you've ever seen A Christmas Carol." Azmuth has no idea what he's talking about.
  • Show, Don't Tell: Inverted with the Area 51 prison and its supposedly terrible conditions. We only get a secondhand description of it by Ben as "inhuman."
  • Shut Up, Hannibal!: Young Ben manages to derail Ultimate Kevin's ranting by accusing him of being so absorbed in self-pity he misses the fact that people do care about him.
  • Silly Rabbit, Idealism Is for Kids!: Ben's explanation as to why he isn't bothering trying to fix Kevin again.
  • Spider Tank: Although it's closer to a Humongous Mecha, Will Harangue attacks Ben with one in "Video Games".
  • Stern Chase: The 2nd and 3rd chapters of season 1 (the Map of Infinity and the search for Kevin) have elements of this.
  • Stockholm Syndrome: Jennifer Nocturne suffers a serious case of this in "Catch a Falling Star", falling in love with her former kidnapper Captain Nemesis and becoming his accomplice.
  • Stomach of Holding: Baz-El does this with the Occulent in "Eye of the Beholder" and is eventually forced to cough it up.
  • Story Arc: Season 1 has the "Prisoners of Aggregor" arc, followed immediately after by the "Map of Infinity" arc. Now the remainder will be dedicated to rescuing Kevin from himself.
    • Then we get into Season 2, which starts to look like a subversion (ala Season 3 of Alien Force) until Paradox's warning in "Ben 10,000 Returns".
  • String Theory: Jimmy has a board like this for alien encounters.
  • Suicide by Cop: It becomes apparent that Prisoner 775 was attempting this by holding Colonel Rozum at pretty much knife point. He doesn't defend himself or attempt to kill Rozum when Ultimate Wildmutt charges him, he just lets himself be attacked and begs to be killed so he can rejoin his lost family...
  • Summon Bigger Fish: Gwen can't beat her full-Anodite cousin, Sunny, so she calls her grandmother Verdona, who easily puts Sunny in her place.
  • Super-Empowering: The process Aggregor used to take on his One-Winged Angel form.
  • Super Mode: The aliens' Ultimate forms. According to the official site, only half of the initial Alien Force aliens are getting them (though Cannonbolt is in place of Alien X, for obvious reasons). Eventually, Wildmutt also got one.
  • Superpowered Mooks: The Esoterica are able to shift between dimensions and manipulate energy. It doesn't help that the entire population of Earth turns into one.
  • Surprisingly Realistic Outcome:
    • Ben getting his identity revealed in the first episode. He's a hero who's been fighting in urban environments in an age where most everyone has at least a camera on them. Really, the only surprising thing about his identity getting revealed to the world is that no one found out about him sooner.
    • In Hit 'Em Where They Live, some of Ben's more ruthless enemies begin making attempts on his family members' lives as revenge for all of the times Ben has stopped them.
  • Survival Through Self-Sacrifice: "The Ultimate Sacrifice" has Ben discovering that a glitch in the Ultimatrix caused the Ultimate form aliens to be sentient, and whenever he uses them they feel like slaves being controlled. The Ultimates wish to kill Ben so that his control over them will be broken. After failing to reason and escape them, Ben ultimately decides to perform a Heroic Suicide so that the Ultimates can be free. It turns out Ben's selflessness was recognized by the Ultimatrix and spared his life while freeing the Ultimates.
  • Taking Advantage of Generosity: The plot of "It's Not Easy Being Gwen." Except for Kevin, everyone who comes near Gwen in the episode wants something from her. A class colleague asks her anotations, Ben wants her to help against Doctor Animo and a teacher tells her to teach math in his place because Animo's frog destroyed his car and he has to press charges. Even Emily, her best friend, wants Gwen to watch her piano recital and then gets mad at her because Gwen has to stop Animo from turning the city into barbecue! The worst is Natalie (Gwen's mom), who asks her to write a pile of invitations for their family reunion because her precious relatives are oh too formal to receive printed ones, and passes the entire day pestering Gwen about that on the phone. And in the end of the episode, Gwen says it was "a regular day" for her. How she survives until the day of going to college is a mystery.
  • Team Mercy vs. Team Murder: After failing to prevent Aggregor from reaching The Forge of Creation, Kevin absorbs the energy of the Ultimatrix, mutating into Ultimate Kevin and beating Aggregor at the cost of his sanity. Pursuing Kevin in his rampage, Gwen still believes Kevin can be saved, while Ben firmly believes he needs to be killed. Only a talk with Grandpa Max can sway Ben on his convictions, and a solution is ultimately found that saves Kevin from himself.
  • Teens Are Short: Ben, Gwen, and Julie play this straight. Kevin, Cooper, Darkstar, and Teenage Max avert this.
  • The Teaser: Used often, particularly in "Escape from Aggregor" which starts with a battle with Dr. Animo in snowy mountains. Y'know, a Cold Open.
  • Telepathy: The alien Ra'ad is able to read the minds of life-forms through the electrical pulses in their brains.
  • That Man Is Dead:
    Overlord: Captain Nemesis is dead. From now on, call me, OVERLORD!
    Goop!Ben: How about we call you a good therapist?
  • Theme Naming:
    • The Galvan. Azmuth and Zenith are both named after astronomical terms. "Albedo" means "mirror." In this case, a mirror image of Ben.
  • There Was a Door:
    • In "Fused", Aggregor crashes through the ceiling twice. The second time Kevin calls him out on it.
    • In "Andreas's Fault", the Forever Knights crash into a convention center and Ben tells them there is a door next to the hole they made in the wall.
  • This Cannot Be!: Albedo says this by name in "Double or Nothing" when he changed back into his Ben form.
    Albedo: What? No! It can't be!
  • This Is Unforgivable!: The entire cast's reaction to Rozum's imprisoning 775 aliens for decades in horrible conditions with no good reason other than "national security" and without due process of law, instead of handing them over to the Plumbers for a proper trial. The audience probably agrees.
  • Tidally Locked Planet: Mykdl'dy is a tidally locked planet with one side burning, and the other side frozen.
  • Time Skip: According to Word of God, the time between the finale of Alien Force and the beginning of Ultimate Alien is only a few weeks; Ben and Gwen have their birthday in that short time frame. This means, according to information from the first series, that the starting point of this new story is roughly some time after New Year's. note 
  • Took a Level in Badass:
    • Rojo, who got two appearances in the first series, has a new gang, and each girl has her own suit of Powered Armor and combination Cool Bike/Flying Car. Okay, so they're still pretty easy to beat, but they still deserve points for trying.
    • The peace-loving Galapagus seems to fit this bill. Inside of one episode, he learned how to kick butt.
    • Psyphon, Vilgax's former lackey, has done this as well, utilizing the technology left behind by Vilgax to make himself a dangerous foe. He would have killed Ben if not for Cash and JT.
    • The entire Forever Knights organization in "The Purge."
    • Ben himself in the episode "The Purge" where he goes on a Hannibal Lecture to the Forever Knights if they kill the prisoner aliens.
    • Ssserpent, who was a joke of a villain in his previous appearances, nearly kills Ben with a well-laid trap in "The Perfect Girlfriend," and even manages to escape justice by the episode's end.
  • Took a Level in Jerkass: Julie, at times.
  • Toothbrush Floor Scrubbing: Ben is forced to do this by Drill Sergeant Nasty magister Hulca in the episode "Basic Training".
  • Train Job: Rojo and her crew are attempting to rob a train in "Hit 'Em Where They Live".
  • Transformation Sequence: From Ben to his alien forms, and from there to their Ultimate forms.
  • Treetop World: "Simian Says" reveals that the homeworld of the Arachnachimp species is this. They build their homes high in the trees in order to evade the many predatory species below.
  • Truth in Television: The Pacific Garbage vortex from "The Widening Gyre" is an actual thing. And it really is the size of Texas.
  • Unexplained Recovery: Aggregor's and Evil Kevin's victims all get better at the end of the season finale.
  • The Unmasqued World: Ben's Secret Identity is no longer secret.
  • Unusual Euphemism: Kevin had to learn "astrophysics" on the street. The context makes it clear he's talking about sex. He was asked where little Celestialsapiens - cosmic superbeings of Alien X's race - come from. He answered "When two constellations love each other very much..." and gives the "astrophysics" line when given a glare by Gwen.
  • Unwanted Revival: Charmcaster's father refused to come back to life at the price of everyone in Ledgerdomain being dead.
  • Unwitting Instigator of Doom: Ben's past self from the original series ends up becoming this when he encourages Present Kevin to absorb his Omnitrix to get all its powers in a bid to stop Aggregor from absorbing the baby Celestialsapien. Knowing it won't be enough, Kevin sets his sights on the Ultimatrix instead...which causes him to become a nigh-unstoppable maniac even worse than what Aggregor was.
  • Unwitting Pawn: Nice job, Vilgax. Trusting the mysterious voice promising you untold power when you release it from its prison was in no way unwise. It really wasn't, as Vilgax found a way to reverse the situation.
[Verb] This!: In “Inspector 13 “, the said Inspector has neutralized Kevin and Gwen’s powers and is about to use them as guinea pigs. Fortunately, Ben has got his own powers back, after spending one entire episode unable to transforn.
Inspector: You, highbreed Anodyte. You’ll be studied to enhance our defense systems. You, highbreed Osmosian, will be purposed to generate raw materials for Techadon forges.Deploy…
Four Arms: Deploy THIS! (punches him)
  • Very Special Episode: Mild case. In the episode "It's Not Easy Being Gwen", Kevin and Gwen directly talk about how he dropped out of school, and she encourages him to go get a G.E.D. They haven't followed up on that.
  • Villain Episode: Kinda-sorta with "Where the Magic Happens"; next to Gwen, Charmcaster is the main character of the episode.
    • Similarly, "Couples Retreat" focuse more on Charmcaster and Darkstar then it does the heroes.
  • Villain Teamup: Zombozo, Charmcaster, and Vulkanus in the third episode.
    • Later, Charmcaster and Darkstar, though Charmcaster isn't a full-out villain anymore, and ends up literatelly showing Darkstar the door once she realizes he's using her for her power.
  • Villains Out Shopping: The Forever Knights are occasionally subject to this. Jimmy plays a World of Warcraft Expy with one.
    • When the team tries to track another one down, they find him at home, in his underwear but still wearing the helmet, brushing his teeth.
  • Visual Pun: Ma Vreedle really has eyes in the back of her head. And her apron strings are practically Combat Tentacles.
  • Voluntary Shapeshifting: See Transformation Sequence above.
    • Kevin, Gwen, Sunny, and Aggregor as well, unless shapeshifting is only used to describe going between more than two forms.
  • Voodoo Shark: When questioned on why Harangue met no significant jailtime in "Video Games" for a robot attacking Ben and causing property damage, Dwayne said that Harangue just didn't broadcast those parts. The poster then states that Harangue was broadcasting live, and that it's quite possible people in-universe would catch the obvious gaps in the program, the fact it was a very public place, and that the monitor had Harangue's face on it.
  • Was It Really Worth It?: Max, and to a lesser degree Ben, confront Colonel Rozum with this question after his actions lead to a vengeful alien trying to murder his family to take revenge for all the horrible things he'd done to him. Rozum responds that it was, but Max and company clearly don't agree.
  • Weaksauce Weakness: The plant monster that dissolves on contact with peanuts, though it's more likely the fact that they were salted that made them dangerous. Still, it worked ridiculously well.
  • Weaponized Animal: The nose-shooting alien fish on planet Piscciss in "Deep".
  • We Will Meet Again: After the team successfully cures the Arachnachimps at the end of "Simian Says", Mizaru vows to get revenge on Ben only to be eaten by a Root Shark.
    Mizaru: Ben Tennyson! This isn't over! Mark my words! You haven't heard the last of Mizaru!!!!
    (a Root Shark emerges from underneath the bridge where Mizaru is standing; everyone looks horrified)
  • Wham Episode: Both "A Knight to Remember" and "Solitary Alignment" reveal a lot about the leader of the Forever Knights, among other things.
  • Wham Shot:
    • "Perfect Girlfriend": Ben settles in to watch a tennis match from yesterday with Julie, only to see the real Julie on TV. This is then followed by "Julie" revealing she's really Elena.
    • "The Flame Keepers' Circle": Ben goes snooping for answers and finds that Vilgax is Not Quite Dead.
  • What Happened to the Mouse?: After successfully evading capture in "The Perfect Girlfriend," Ssserpent vanished from the series, only making a return in a Ben 10: Omniverse four-part tie-in comic.
  • What Measure Is a Non-Human?: Invoked by Ben in season 2 in regards to Eunice. Azmuth says she is a construct no different than the aliens Ben transforms into, Ben disagrees.
    • Colonel Rozum's opinion on the aliens he imprisoned in Area 51 without due process of law (as when Ben and company capture an alien, they leave it to the Plumbers to give them a proper trial) is they aren't human so he doesn't have to treat them like them. Ben and company strongly disagree.
    • The Forever Knights' creed is basically their answer to this question.
  • What the Hell, Hero?:
    • In “Hit ‘em Where They Live”, Zombozo teams up with Charmcaster, Vulkanus and SevenSeven and start attacking Ben’s family. When they kidnap Ben’s Mom, he gets angry at Gwen, who was supposed to protect her, which leads to Kevin calling him out.
      Kevin: Cut her some slack. She feels bad enough.
      Ben: It's not your mother they kidnapped!
      Kevin: If it was, I wouldn't stand here blaming people, I'd go and get her back!
    • Ben delivers one to Captain Nemesis after defeating him:
      Ben: How could you do this? You were a hero! I had a poster of you in my room! How could you forget? This isn't about the fame! It's about saving people!
    • In “Fused”, Kevin gives one to Anti-Villain R’aad. Kevin is trapped under debris and Gwen unconscious while Aggregor is torturing Ben, when R'aad surprisingly returns, looking guilty for causing all that trouble.
    Kevin:The one guy who tried to help you is dying in there, but that's okay with you, isn't it? I don't need to read minds to know what you think. I used to be just like you. So, go. Run! Steal whatever time it buys you, coward!
    • Kevin gives a What The Hell Villain to Doctor Animo in “Escape From Aggregor”, in a more humorous moment.
      Doctor Animo:I, Doctor Animo, control the yeti’s every move ! (commands yeti to pummel Four Arms) And I, Doctor Animo…
      Kevin:Dude! Stop saying your name! We know who you are.
    • Grandpa Max and Gwen call Ben outnote  on how his "the needs of the many outweigh the needs of the few" attitude towards Crazy!Kevin doesn't fit Ben's usual optimistic perspective. Ben responds with Silly Rabbit, Idealism Is for Kids!.
    • Ben's entire group, including Max, call out Colonel Rozum when they discover he's been keeping aliens prisoner in horrible condition for over 50 years without due process of law. Not only is this morally wrong, it violates interplanetary law. He "justifies" his actions by being his duty to serve and protect his country, no matter the cost.
    • In a "What the Hell, Anti-Villain" moment, Charmcaster's father calls her out on using life-exchanging black magic to resurrect him. Apparently, it didn't occur to her that he might not approve of her killing 600,000 living beings just to bring him back. Then he sacrifices himself to undo her work, leaving Charmcaster in a mix between Heel Realization, My God, What Have I Done?, and Villainous BSoD.
  • Whole Costume Reference: One of the three safecrackers in "Too Hot to Handle" is dressed identical to Dr. Horrible.
  • Whole Episode Flashback: There are two:
    • One, "Escape From Aggregor", describes the Andromeda aliens' capture by and escape from Aggregor before the beginning of the series.
    • The other, "Moonstruck", concerns how Grandpa Max and Verdona met.
  • Whole-Plot Reference: "Computer Games" is a 30 minute homage to the Spider Slayer from the Spider-Man comic.
  • Wintry Auroral Sky: Mykdl'dy is a Tidally Locked Planet whose frozen half always has a shimmering blue aurora visible in the night sky.
  • With Great Power Comes Great Insanity: The reason why Kevin was such an evil kid in the first series. Osmosians are driven mad by absorbing energy. Aggregor claims this is just a lie by the powerful, but given how unstable he is already he's not exactly a reliable source.
    • Kevin did it again, though it was a Heroic Sacrifice to save the universe and defeat Aggregor. It cost his sanity, but he got better.
  • Woobie, Destroyer of Worlds:
    • Prisoner 775 from the self titled episode. He was imprisoned for years for doing nothing more than being exiled to Earth for trying to save his homeworld from a brutal tyrant. By the time he got out, the rebellion had lost and his family was dead. With this on top of being confined to horrible conditions for whoever knows how long, one can't blame him for going on a Roaring Rampage of Revenge against the one responsible for doing that to him...
    • Meanwhile, the last leg of Season 1 gave us Kevin, who absorbed energy to save the universe from Aggregor at the cost of his sanity and body. Lacking almost virtually any sense of control, he promptly goes on a Roaring Rampage of Revenge against everyone that wronged him. Most of his targets did things that were quite minor, but a few actually do deserve it.
      "I'm the one who gets turned into a monster! I'm the one nobody ever trusts or cares about! ... Face it, Gwen! Whatever I look like, I'm a freak!"
    • Charmcaster, after becoming a near Heel–Face Turn before, becomes a near literal example of this in "Enemy of my Frenemy" when her desire to revive her father drives her to sacrifice all the souls in her home world to bring him back, and breaks down crying when he calls her out on what she'd done and is left broken and alone. Even Gwen, whom she betrayed, can't bring herself to hate her after this.
  • Yandere: Elena, after she's revealed to be Not Quite Dead.
    (in Julie's form) Maybe I don't know what love is... But know I know what hatred is.
  • Worst. Whatever. Ever!: In "Inspector 13", Gwen is not happy into becoming one alien after another, but by afar Upchuck is the one she hates most... because their power is eating things.
    Gwen (eating the cables that are tying Ben): Stupidest. Power. Ever.
  • Yank the Dog's Chain:
    • Cash and J.T; the one time they're actual heroes, no one believes them.
    • Charmcaster, over and over again. She's able to return to her realm? She ends up trapped in it. She frees her realm? Its people proceed to fight a civil war over it. She resurrects her father? He goes back to being dead so that the souls sacrificed to bring him back can return. She finds a boy who likes her? He doesn't, and is using her for her power.
  • You Called Me "X"; It Must Be Serious: Inverted. Charmcaster asks Darkstar to call her by her real name rather than "Beautiful" to prove his insistence that he truly cares for her. He fails this test spectacularly.
  • You Can't Thwart Stage One: Was there really any doubt Aggregor would absorb the powers of the five aliens?
    • Or that he would get the entire Map of Infinity?
  • You Meddling Kids: Upon her defeat at the hands of Octagon and Rhomboid, Ma Vreedle quotes the trope namer word-for-word.
  • You Monster!: While he doesn't use these exact words, Spellbinder is clearly horrified and disgusted at his daughter Charmcaster for sacrificing all the souls in Ledgerdomain just to bring him back to life. He asks her how she could even think of doing something so evil, and calls her "a worse tyrant than Adwaita ever was."
  • You Said You Would Let Them Go: Mizaru forces Ben and his team out of hiding by holding the remaining Arachnachimp family hostage and threatening to turn them into DNAliens, but then turns them into DNAliens anyway.
    Ben: We had a deal.
    Mizaru: What possible reason would I have to holding a bargain with you, Ben Tennyson?

Alternative Title(s): Ultimate Alien



Aerophibians like Jetray have the natural ability to fly through hyperspace.

How well does it match the trope?

5 (11 votes)

Example of:

Main / ShiplessFasterThanLightTravel

Media sources: