Contents

 [hide]

1   Omnitrix in the original series

o 1.1   Active State

o 1.2   Recharging State

o 1.3   Self-Destruct Mode

o 1.4   Aliens introduced in Ben 10

1.4.1   Heatblast

1.4.2   Wildmutt

1.4.3   Diamondhead

1.4.4   XLR8

1.4.5   Grey Matter

1.4.6   Fourarms

1.4.7   Stinkfly

1.4.8   Ripjaws

1.4.9   Upgrade

1.4.10   Ghostfreak

1.4.11   Cannonbolt

1.4.12   Wildvine

1.4.13   Benwolf

1.4.14   Benmummy

1.4.15   Benviktor

1.4.16   Upchuck

1.4.17   Ditto

1.4.18   Eye Guy

1.4.19   Way Big

2   Omnitrix in Ben 10: Alien Force

o 2.1   Recalibration Mode

o 2.2   Active Mode

o 2.3   Healing Mode

o 2.4   Plumbers' badge use

o 2.5   Others features

o 2.6   Aliens introduced in Ben 10: Alien Force

2.6.1   Swampfire

2.6.2   Echo Echo

2.6.3   Humungousaur

2.6.4   Jetray

2.6.5   Big Chill

2.6.6   Chromastone

2.6.7   Brainstorm

2.6.8   Spidermonkey

2.6.9   Goop

2.6.10   Alien X

2.6.11   Lodestar

2.6.12   Rath

3   The Ultimatrix

o 3.1   Ultimate Form Mode

o 3.2   Scan Mode

o 3.3   Security System Mode

o 3.4   Other features

o 3.5   Aliens introduced in Ben 10: Ultimate Alien

3.5.1   Nanomech

3.5.2   Water Hazard

3.5.3   Ampfibian

3.5.4   Armodrillo

3.5.5   Terraspin

3.5.6   NRG

4   References

5   External links

[edit]Omnitrix in the original series

The Omnitrix was originally created by a Galvan (Greymatter's species) named Azmuth. The

Omnitrix was intended to allow beings to experience life as other species in order to bring

understanding and foster peace in the universe.

In the first form that Ben Tennyson encountered, the Omnitrix looked like a wristwatch, primarily

black and gray in color, with a gray (or black) dial in the middle (like a watch face) and had a

green hourglass shape on it (actually the intergalactic "peace" symbol, also on Plumber's Badges

and Azmuth's homeworld). However, many beings, like Vilgax have seen the Omnitrix's abilities

as something that could be used as a powerful weapon.

The Omnitrix also possesses a Master Control, activated by inserting a certain code into the

Omnitrix. Once the Master Control is unlocked, the user can remain in an alien form indefinitely

and is able to switch between alien forms at will just by thinking it, speaking the name of the alien

given by the user, or operating the Omnitrix which can still be found on the body when activated.

[edit]Active State

The active state of the Omnitrix is the state where it is recharged. In this state, the faceplate of

the Omnitrix glows green. Actual usage time is unknown (between ten and twenty minutes, most

commonly ten), and can time out at inopportune moments. It seems to time out faster the more

it's taxed by activities such as fighting. However, if regular transformation is tampered with, Ben

can't turn back (Ditto, for example, isn't allowed to revert when Ben's Ditto clones were not all

merged together, nor does it allow Ben to transform multiple times). After the Omnitrix was

recalibrated, the symbols on the aliens were also of the same color, and located on their chests

(Dwayne McDuffie said this was because it signified the Omnitrix was working properly).

[edit]Recharging State

When the Omnitrix has lost sufficient energy, it beeps and flashes red. After this period, which

can last anywhere from less than a second to more than ten, the operator is converted back to

normal. The Omnitrix no longer beeps and now remains a solid red. The Omnitrix now enters a

state of recharging. It takes an amount of time to recharge, which can be anywhere from about 30

seconds to well over 10 minutes. Its main purpose has been suggested to be to prevent certain

aliens—those whose consciousness can become active through the genetic sample—from

overwhelming the operator (such as the case of Ghostfreak). Also, if Ben is knocked out or hurt

sufficiently, the Omnitrix will revert him back to human form.

The Omnitrix has been known to act unexpectedly, such as changing into a different alien than

which was selected, etc. However, these are safeguards programmed to protect against

someone stealing it. Ben resolves most of these issues in Ben 10: Alien Force.

[edit]Self-Destruct Mode

In Self-Destruct Mode, the Omnitrix counts down until it explodes. This mode is not revealed at all

in the original series Ben 10. In this state, the Omnitrix rapidly charges itself with energy. The

energy is occasionally released in small portions, and, as the Omnitrix gains more energy, these

releases become more energetic. In this state, the Omnitrix releases a unique electromagnetic

signal, which characters in the series, such as Tetrax and Vilgax, can identify. It exists as a last

resort should it fall into the wrong hands.

[edit]Aliens introduced in Ben 10[edit]Heatblast

Steven Blum - Ben 10

Michael Reisz - Ben 10 (As Kevin in "Kevin 11")

Charlie Schlatter - Ben 10 (As Kevin in "Framed")

Grey DeLisle - Ben 10 (As Gwen in "Gwen 10")

David Franklin - Ben 10: Race Against Time

Dee Bradley Baker - Ben 10: Ultimate Alien

Heatblast is a Pyronite (pyro meaning fire and "nite" as in ignite) from the star Pyros.[1] Heatblast

is Ben's first transformation, accidentally activated in the pilot episode of the original series, "And

Then There Were 10" when Ben was trying to remove the Omnitrix immediately after it first

attached to him.

Heatblast is a magma-based life-form that can control fire at will, either projecting it in a wide

range of forms or absorbing it into himself. He stands at a height of 6 ft 4 in (1.93 m). He can fire

streams of flame, create fireballs, manifest tornadoes of flame, utilize those tornadoes to carry

himself and others short distances, and radiate heat in all directions for a localized explosion. He

can also achieve flight by firing at the ground to propel himself like a rocket. Apart from this,

Heatblast is also a highly durable alien, able to endure being thrown through buildings without

being slowed. When Ben gets a cold, Heatblast's powers are reversed, giving him cryokinetic

(cold and ice) powers instead of the normal pyrokinesis (heat and flame). Heatblast's dependency

on heat is also his weakness, as his powers can be negated by sufficient amounts of water or

similar fire-extinguishing materials and large amounts of water can extinguish him permanently.

He is also unable to lower his own body temperature, which prevents him from touching things

without burning them, people included.

Heatblast appears as a playable alien form in "Ben 10: Protector of Earth".

[edit]Wildmutt

Dee Bradley Baker - Ben 10 and Ben 10: Ultimate Alien

Tara Strong - Ben 10 (Nightmare in "Ghostfreaked Out")

Wildmutt is a Vulpimancer from the garbage planet Vulpin (which means fox). Ben first

transformed into Wildmutt in "And Then There Were 10" after his second experiment with the

Omnitrix; this was his first intentional transformation.

Wildmutt is a vaguely dog-like alien whose physical features are a cross between a lion and a

gorilla. Wildmutt's powerful arms allow him to run, jump, and climb objects at high speeds, in

addition to making him fairly strong. Wildmutt has no eyes, but has gills on his neck that allow him

to hear and smell many times better than humans, giving him radar-like sight, which is depicted

as functioning somewhat like a thermograph sensor. According to various profiles on Wildmutt,

the porcupine-like quills on his back supplement his radar sight and can also serve as weapons,

either protecting Wildmutt while he's rolling, or as projectiles fired off at will. This ability is unique

to adult Vulpimancers, and since Ben's version is only ten years old, these quills haven't fully

developed. Wildmutt's weakness, though it is rarely an issue, is his lack of sight, which can be

impeded through various means, and he is rendered effectively useless if his nostrils are clogged.

Wildmutt is also the only Omnitrix alien who cannot speak in any understandable fashion,

communicating through snarls and growls, which can be a problem when attempting to relay

messages or avoid conflict. When Ben gets a cold and turns into Wildmutt, Wildmutt's gills are

clogged with mucus, effectively blinding him. Wildmutt can be defeated easily by using a loud

sound or a sharp chemical.

In the future, Wildmutt has much more pronounced feline traits, including stripes and a tail.

[edit]Diamondhead

Jim Ward - Ben 10

Charlie Schlatter - Ben 10 (As Kevin in "Framed")

Vanessa Marshall - Ben 10 (As Gwen in "Gwen 10")

Daran Norris - Ben 10: Race Against Time

Dee Bradley Baker - Ben 10: Alien Force

Diamondhead is a Petrosapien ("Petro-" referring to rocks, "sapien" referring to an intelligent

being; Petrosapien would then mean "intelligent rock") from the planet Petropia (a combination of

the Greek "Petro-" and "topos", forming a word similar to "rock place").[2] Ben first transforms into

Diamondhead in "And Then There Were 10" when he needed to destroy Vilgax's giant robot. In

the planning stages, Diamondhead was set up to be one of the aliens Ben would have discovered

later on, while Cannonbolt would have been one of the original ten.

Diamondhead's body is composed of an extremely durable organic crystal making him nearly

invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude

crystal weapons from any part of his body on demand or fire crystal shards from his hands. This

same ability also allows him to regenerate to an extent, such as re-growing lost limbs. In addition

to growing crystal from himself, Diamondhead can grow crystal over other objects. Lasers and

other similar weapons are useless against Diamondhead, as his crystal body acts as a prism,

refracting the beams. The one drawback to Diamondhead's crystal form is the crystal itself, which

can shatter if exposed to sufficiently strong sonic vibrations. While Petrosapiens can regenerate

limbs, there is a limit to how much damage they can recover from.

[2][3] In Ben 10: Alien Force, Diamondhead reappears after Chromastone is temporarily destroyed

by Vilgax. He no longer wears a costume, instead having a body composed of material similar to

that of Chromastone, and the Omnitrix/Ultimatrix symbol moves to his chest from his left-chest. In

the future, Diamondhead has a black-layered shirt, the Omnitrix symbol is still on the center of his

chest from the left side of his chest, his pants are now white and he has black boots, and his jaw

also seems jagged, and the diamond shards at his back are now bigger.

[edit]XLR8

Jim Ward - Ben 10

XLR8 is a Kineceleran (a portmanteau of the words "kinetic" and "accelerate") from the planet

Kinet (the first part of kinetic, which is movement energy).[4]

XLR8 resembles a slender semi-armored velociraptor, the base creature for the form's design.

XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien

biology, leaving the features of his head unknown. Kinecelerans are said to be incapable of

running on slippery surfaces. Furthermore, because of their constant motion, Kinecelerans build

up large stores of static electricity, which reacts badly with water. XLR8 has never had either of

these problems. XLR8 can manipulate friction to reach speeds of 300mph in an instant, and the

same power allows him to climb up walls and run on water with relative ease. Using his speed,

XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force,

either through running in a small circle or spinning, and can deliver speed-enhanced attacks in

rapid succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge

attacks with relative ease. His scissor-like claws can also cut through objects. XLR8's weakness

is his lack of physical strength, which is about on par with a normal human, although his speed

tends to make up for it, magnets and charged pulses are said to be a problem, apparently

disorienting Kinecelerans to the point that they cannot balance properly. Ben first transformed into

XLR8 in "And Then There Were 10" when he decided to play around a bit with his newfound

power, using the form to get revenge on some bullies that he fought with earlier in the episode.

In the future, XLR8 has a scanner built into the helmet, the product of nanotechnology Ben

10,000 uses to enhance his aliens.

XLR8 appears as a playable alien form in "Ben 10: Protector of Earth"

[edit]Grey Matter

Richard Steven Horvitz - Ben 10

Kari Wahlgren - Ben 10 (As Gwen in "Gwen 10")

Carlos Alazraqui - Ben 10: Race Against Time

Grey Matter is a Galvan (the former a play on actual grey matter and Greys, the latter a play on

galvanization) from the planet Galvan Prime.

Grey Matter's His size belies his great calculative and technical intellect, and when it comes to

intellect, he's second to none. He can create almost anything from spare parts and deduce the

function of any device at a glance. Also, Grey Matter's intellect serves as a problem solver and

analytical help in difficult situations. Grey Matter's diminutive size allows him to squeeze into

small spaces, and he can climb walls due to tiny suction cups on his skin. He also has sharp

teeth, and his slimy skin makes him difficult to grab. However, Grey Matter's size makes him

unsuitable for battle, and hence Ben must outsmart his enemies while using the form. Grey

Matter has, however, proved very valuable when used, as he is capable of hiding in very tightly

compacted areas, and the form's supreme intellect has helped in many situations. Ben officially

first transformed into Grey Matter in "Washington B.C." when he saw that a gold Sumo Slammer

card could be found in a box of cereal, Gwen found him looking for the card in the cereal boxes at

the supermarket. Although Ben rarely intentionally selects Grey Matter, he often finds himself in

that form as a result of accidental transformations. Most of these situations occur when Ben

intends on transforming into a large, powerful alien, making his change into Grey Matter all the

more ironic. While the Grey Matter form is able to understand almost any device, Ben does not

consciously comprehend what he is doing and states as much a number of times.

[edit]Fourarms

Richard McGonagle - Ben 10

Michael Reisz - Ben 10 (As Kevin in "Kevin 11")

Charlie Schlatter - Ben 10 (As Kevin in "Framed")

Vanessa Marshall - Ben 10 (As Gwen in "Gwen 10")

Steven Blum - Ben 10 (As Baby Ben in "Don't Drink the Water")

Dee Bradley Baker - Ben 10: Ultimate Alien

John DiMaggio - Ben 10: Ultimate Alien (As the 10-year-old Ben in "The Forge of

Creation")

Ben's preferred offensive form is Fourarms, a Tetramand (tetra meaning "four"

in Greek, mand being "arms" in Latin) from the desert planet Khoros. Khoros epitomizes

a dystopia, resulting in the strength-oriented Tetramands.[5]

Fourarms is a 12-foot-tall (3.7 m) four-armed, four-eyed powerhouse with armored skin and

extremely dense musculature, making him unmatched in pure physical strength. His strength is

such that he can create shockwaves simply by pounding the ground or clapping all four of his

hands together, dubbed the "Big Smack", and his leg strength allows him to cross entire city

blocks in a single jump. However, all the extra mass of his muscles and heavy skin makes

Fourarms relatively slow, and his size likewise makes using things designed for smaller species

difficult. When under the effects of an illness, Fourarms's strength and stamina are somewhat

lessened and he develops pungent hives in his armpits. Ben first transformed into Fourarms in

"Washington B.C." when he needed to fight the giant woolly mammoth that Dr. Animo had

reanimated.

After 6 years, Fourarms reappeared in Ben 10: Ultimate Alien, he no longer wears nothing of his

original costume, the Ultimatrix symbol moves to his chest from his left shoulder, and he has an

appearance reminiscent of a gladiator, more authentic clothes of his original species, like Tini,

with gold bracelets on his wrists and ankles, a ponytail, two gold sashes that cross over his trunk

with the Ultimatrix symbol on his torso's center, and green eyes instead of yellow. Fourarms is

regained in "Video Games" in a fight with Ssserpent, and Ben has been surprised because he

didn't know he still there. In the future, he is larger, the spikes on his arms are bigger, his canine

teeth are more developed, he doesn’t have sleeves, and he wears his original costume.

Fourarms appears as a playable alien form in "Ben 10: Protector of Earth" and "Ben 10 Ultimate

Alien: Cosmic Destruction" (Only for PS3).

[edit]Stinkfly

Dee Bradley Baker - Ben 10 and Ben 10: Ultimate Alien

Charlie Schlatter - Ben 10 (As Kevin in "Framed")

Stinkfly is a Lepidopterran from the swamp planet Lepidopterra (a play on lepidoptera, the

scientific name for butterflies and moths). Another of Ben's more commonly used forms,[6][7]

Stinkfly is meant to be a combination of various Earth insects (dragonflies, crickets, and praying

mantises specifically). His primary ability is flight facilitated by the four thin wings on his back,

which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength,

enough to carry people and objects heavier than himself. In "Don't Drink the Water",the child form

of Stinkfly (Stinkyfly) was able to unleash a powerful herbicide gas by farting. Stinkfly's four eye

stalks give him a wide range of vision from the sky, including the ability to look directly behind

himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of

liquids. The type of liquid can range from a flammable toxin to an immobilizing jelly. His razor-

sharp tail and pincer-like legs can also be used in melee combat. Stinkfly's primary weakness is

water, which can negate his flight if it gets on his wings. In addition, while his body is fairly strong,

his wings are not. A more minor inconvenience is Stinkfly's intense body odor (hence the name),

which is a result of the oils he secretes to keep his joints moving. Ben first transformed into

Stinkfly in "Washington B.C." when he had to save Gwen after she fell from the Washington

Monument.

In the future, Stinkfly's eyes are bigger, with visible pupils, the front legs are bigger, that resemble

those of a mantis, and his stinger is larger and is white instead of black.

[edit]Ripjaws

Fred Tatasciore - Ben 10

Ripjaws is a Piscciss Volann (from piscēs, the Latin word for fish) of the planet Piscciss, a 98%

water-based world with solid matter only at its core, and the gravity is controlled by a gravity

instrument, which holds all water and the beings on the planet, but Aggregor takes the instrument

and shows that it was a piece of the Map of Infinity, and the anti-gravity projector of Goop now

controls the gravity.

Ripjaws shares a number of traits of Earth aquatic life-forms-namely alligators, eels, anglerfish,

and sharks-combined into a single being. Naturally, his main ability is being able to breathe

underwater and withstand a remarkable amount of pressure, his luminescent dangler allows him

to see in the darkest of depths (or otherwise dark areas). He can swim at great speeds, and his

sharp teeth and claws can pierce through almost anything. His lower jaw can unhinge to allow

him to bite much larger objects. Though his tail hides a pair of legs for travel on land, Ripjaws is

limited by his need to remain hydrated, dehydrating rapidly if left out of the water for even a few

minutes, therefore, he is the one of the aliens less used in the series. Ben first transformed into

Ripjaws in "The Krakken" in order to take the Krakken's eggs back from Jonah Melville.

In Ben 10: Ultimate Alien, Ben regained Ripjaws in the Ultimatrix because he scanned a Pisciss

Vollan in "Deep" (Confirmed by Dwayne McDuffie), the Ultimatrix symbol moves to his chest from

his left-chest, he is more catfish-like, his eyes are green instead of purple and have pupils, he no

longer has striped fins or clothes, the teeth are smaller and inside the mouth, he has green lips,

thick eyebrows, bigger claws, and the phosphorescent light on his head also looks smaller. This

looks is different of the opening of Ben 10: Ultimate Alien. Ben used Ripjaws in the first time in the

Ultimatrix in "Perplexhahedron", to scape from one of the traps of Perplexhahedron.

[edit]Upgrade

Tara Strong - Ben 10

Charlie Schlatter - Ben 10 (As Kevin in "Framed")

Paul Eiding - Ben 10 (As Grandpa Max in "Gwen 10")

Upgrade is a Galvanic Mechomorph (mecho- meaning machine and -morph meaning shape) of

the moon Galvan B, which orbits Galvan Prime.[8]

Upgrade is the only alien form in which Ben's voice does not change, aside from the more

computerized tone behind it. The reason for this is revealed in the enhanced version of "Game

Over"; Galvanic Mechomorphs can't bond with living organisms, so Ben's transformation into

Upgrade is incomplete. Upgrade is composed of nanotechnology, allowing him to reshape his

body at will.[8] This makes restraining or harming him difficult, as he can "melt" to avoid either and

will quickly regenerate from any damage taken.[9] Upgrade can also merge with other technology,

earning his name by upgrading it far beyond its original design as long as he is merged with it.

The size of the device is inconsequential. While merged with a device, Upgrade controls it as he

would his own body.[8] Even without a machine at hand, Upgrade can reconfigure his form around

his eye to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from

plasma, such as spikes. Sentient or more powerful robots are harder for him to control; he is also

weak against electricity. Any sort of metal corrosive can upset Upgrade's delicate internal

workings and wreak havoc on his systems.[8]

Ben first transformed into Upgrade in "Permanent Retirement" to stop some criminals who were

robbing an ATM.

[edit]Ghostfreak

Steven Blum - Ben 10

Jeff Bennett - Ben 10: Alien Force

Ghostfreak is one of Ben's aliens who's DNA was taken from Zs'Skayr, the High Ecto-Lord of the

Ectonurite homeworld of Anur Phaetos, who existed in the Omnitrix due to Ectonurites having the

ability for their mind to exist in even in the smallest strand of their DNA. Ghostfreak's original

appearance was similar to that of a ghost with a black track along his skin but after freeing

himself, he tore off the second skin to reveal his true horrifying form. He has the power to phase

through matter and possess humans by going into them and controlling them. He also has

telekinesis over beings he possesses and becomes far stronger if he's in complete darkness,

which allows him to become even scarier in appearance and fire a powerful energy beam from

his chest.

[edit]Cannonbolt

Fred Tatasciore - Ben 10

Vanessa Marshall - Ben 10 (As Gwen in Ben's body in "A Change of Face")

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Cannonbolt is an Arburian Pelarota (based on pelota, Spanish for "ball" and rota, a play on

"rotation") from the planet Arburia.

The information from the Bandai Alien Collection toy for Cannonbolt refers to his species as a

Vulpinic Tortugan (tortuga is Spanish for "turtle") from the planet Vulpin, from which Wildmutt also

originates. The Vulpinic Tortugans are Pellorotors that moved to Vulpin, then mutated due to the

pollution and developed the ability to breathe fire.[10] The Pellorotor home planet was destroyed by

"The Great One" shortly before Ben discovers the form in "The Big Tick".

Cannonbolt is the first new alien to appear on the Omnitrix,[11] and eventually replaces Ghostfreak

in the opening theme. Cannonbolt was originally meant to be one of the original ten aliens, but

was replaced by Diamondhead in production.

Cannonbolt is a hulking, broad-shouldered alien covered in natural armor plating. This armor can

resist almost any attack, ranging from acids to lasers[11] to extreme heat. By curling up into a ball,

much like an armadillo or pillbug, Cannonbolt can encase himself in his armor, becoming virtually

invulnerable. On Cannonbolt's planet curling up into a ball is a defence mechanism. He can then

spin himself like a wheel, rolling into enemies at high speeds to attack.[11] The drawback is that

Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult,

as he can't slow down quickly.[12] In addition, Cannonbolt's speed and maneuverability is limited

outside of his ball form, owing to his bulk and high center of gravity.[11] The first time Ben used

Cannonbolt was in "The Big Tick", but it was an accidental transformation, Ben wanted XLR8 to

go to a fast-food restaurant and get some burgers for him and Gwen, the first intentional

transformation was made in the same episode to try to stop "The Great One".

As Ultimate Cannonbolt, his body is cyan with a darker shade of gray on his now spiked armor.

Ben used Ultimate Cannonbolt in "Too Hot to Handle" to hold Kevin and P'andor, allowing Kevin

to seal P'andor back in his suit.

Cannonbolt appears as a playable alien form in "Ben 10: Protector of Earth", and "Ben 10 Alien

force: Vilgax Attacks".

[edit]Wildvine

Jim Ward - Ben 10

Wildvine is a Florauna (a combination of flora and fauna) from the planet Flors Verdance (a

combination of flora and verdens, Latin for green).

Wildvine is a plant-based alien with five vine-like legs, four-fingered claws, and venus flytrap-

shaped flaps covering his head. Wildvine can grow to stretch his limbs great lengths or grow

thorns to cause additional damage. He can also merge with other plants, and can burrow

underground to conduct surprise attacks or travel quickly. Eight regrowable seeds on his back

can be used as various types of explosives, both lethal and non-lethal. When exposed to cold,

kept from sunlight, or deprived of a water source, however, Wildvine quickly withers up.[13] Ben

has never encountered this problem, likely due to the limited periods in which the form is used on

the Omnitrix. Wildvine makes his first appearance in the episode "Camp Fear" to release himself

and Max of the vines that hold them, and to face Mycelium. Ben's first intentional transformation

into Wildvine was in "Tough Luck", when he used to the form escape a fall and to stop the

Charmcaster's spell.

Wildvine appears as a playable alien form in "Ben 10: Protector of Earth".

[edit]Benwolf

Tara Strong - Ben 10

Benwolf is a Loboan (as in Lobo, Spanish for wolf) from the Anur Transyl moon, Luna Lobo

(literally translating from Spanish as "Wolf Moon").

This alien would seem to be based on the Wolf Man, from various horror films of the mid-20th

century, to keep with the "horror" element associated with Ghostfreak. Ben obtains this form after

an alien of the same species scratched the Omnitrix in the episode "Benwolf", causing its DNA to

be added into Ben's selection of aliens. According to the show's "popup edition", the result of

Ben's battle leaves the Omnitrix half way between "Collection Mode" and "Active Mode", causing

him to transform over the course of several hours instead of instantly as he normally does.

He has super agility and can send a green shock wave by peeling back his lupine snout. He can

propel himself like Heatblast by sending his shock wave on the ground. It is noted that he was

never used again for unknown reasons.[14] Even being stronger than a human, its strength is still

less than those of Fourarms. It can also be affected by many other normal attacks. Ultraviolet

light may blind him. Benwolf is colorblind so it is hard for Benwolf to distinguish anything but black

and white, it is only an issue when trying to figure out what is around him when looking straight

on. Benwolf finds it hard to resist his predatory instincts.

[edit]Benmummy

Richard Green - Ben 10

Benmummy is a Thep Khufan (playing with the word Khufu, an Ancient Egypt pharaoh) from the

desert planet Anur Khufos.

This alien would seem to be based on the Mummy, from various horror films of the mid-20th

century, to keep with the "horror" element associated with Ghostfreak. Ben gains this form in

"Under Wraps" when Another Thep Khufan inadvertently adds its DNA to the Omnitrix, but

accidentally transforms into Upgrade instead when trying to use him. The credits give the name

"Benmummy," though Ben never named it on-screen.

Benmummy is covered in many bandages that can be controled, allowing to splitting themselves

apart to dodge attacks and reforming to counter-attack, and use them as tentacles, to

compensate for its relatively weak form, Benmummy can regenerate from any injury, including

being torn into pieces, almost instantly and with no visible repercussions; the bandages make him

extremely light, allowing him to be thrown even by human strength. Ben's version looks slightly

different, with his eyes and the gaps between his bandages glowing green instead of purple.

Benmummy also has black bracers and greaves, as well as a smaller mask and the Omnitrix

symbol on his left shoulder. Benmummy can speak, even though the original seems to be mute.

Ben first uses the form in "The Return" to fight off the Yenaldooshi, but that was an accidental

transformation, and when Ben first uses the form, he had trouble figuring out how to control it,

Ben quickly discovers how to stretch his bandages, but has not displayed knowledge of the

advanced reshaping techniques yet; the first intentional transformation into Benmummy was

made in "Ken 10", when the future adult Ben Tennyson used it to take Ken out of the ventilation

tube that he got stuck in when he tried to escape from his room as Grey Matter.

In the future, Benmummy’s black parts on his arm are gone, and the skirt's black space and the

gaps in his head have also turned brown as well.

[edit]Benviktor

Michael Dorn - Ben 10

Benviktor is a Transylian (a play on the region of Transylvania, the setting for many monster

movies) from the planet Anur Transyl.

This alien would seem to be based on the Frankenstein Monster, from various horror films of the

mid-20th century, to keep with the "horror" element associated with Ghostfreak. Ben first gains

this form while battling with Doctor Viktor in "Be Afraid of the Dark", during which time Doctor

Viktor accidentally grabs the Omnitrix, and used him to face Ghostfreak. Ben uses the form later

in the same episode to fight Ghostfreak. The credits give the form's name as Benviktor, even

though Ben himself has yet to name it. Benvicktor looks slightly different from Doctor Viktor, the

source alien. Benvicktor sports longer hair, a smaller left eye, possesses excellent reflexes, able

to quickly spin around and backhand a super-speeding XLR8 when the latter attempted a sneak

attack on him, is super strong and agile for his monstrous size, intelligent, can teleport, walk on a

metal surface when is in on zero gravity, and generates green lightning rather than purple.

[edit]Upchuck

Dave Wittenberg - Ben 10

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Upchuck is a Gourmand (from the French word "gourmet," meaning "one who enjoys fine food"

or "glutton") from the planet Peptos XI ("Peptos" being the Greek word for "cooked" or

"digested"[15] and the XI being the Roman numeral for eleven).[16]

Upchuck is a small alien with a very large appetite. He has four strong, adhesive tongues that can

stretch to great lengths, allowing him to latch onto large objects and reel them in with relative

ease. Upchuck's mouth and stomach stretch to facilitate the digestion of such objects. Upchuck

possesses several acid-filled stomachs that can dissolve all forms of inorganic matter, meaning

he can't digest organic matter such as ordinary food. The items ingested are converted into

explosive balls of liquids that can be expelled at will with great accuracy.[16] He can also eat

energy and rays, when he eats rays, he can shot the ray just as it is fired. Upchuck also seems to

have impressive stamina for his size, as he is able to take on the impact of a moving car [17] as

well as survive being thrown through a wall. An impediment to Upchuck is his small stature.

Despite his appetite, Upchuck can't seem to easily digest human food, as Ben realized when he

tried to eat pizza, only to discover the alien form did not like the food, he remarks that he wasn't

able to digest it because the acids in human food are not stable enough to digest, but in the

episode where he fought a brought-to-life Mr. Smoothy he could drink the smoothy. Upchuck also

has a limit to how many big objects it can swallow. He is also slow when he eats a lot of things

and becomes excessively fat, in his premiere episode The Visitor, when he finishes eating the

mecha-robot; he rolls around due to his fatness. Otherwise, he is somewhat quick, considering

his small size, but due to his body structure his speed is limited. Upchuck first appears in the

episode "The Visitor", in which an alien named Xylene enters a code into the Omnitrix to activate

the form, to destroy a Vilgax's drone.

In Ben 10: Alien Force and Ultimate Alien, Upchuck's appearance is slightly different from the

original series, now the Omnitrix/Ultimatrix symbol was moved to his chest from his left hand, his

color scheme was changed to browns and yellows, and his eyes were changed from white to

green. Upchuck also didn't use the four adhesive tongues that he possesses or used to possess;

however, Dwayne McDuffie has revealed that Upchuck still has access to them and just has not

found a reason to use them yet.

Upchuck appears as a playable alien form in the DS versions of and "Ben 10 Alien Force: Vilgax

Attacks".

[edit]Ditto

Rob Paulsen - Ben 10

Ditto is a Splixson (based on the word "split") from the Earth-like planet Hathor.

Ditto is a humanoid child alien with the ability to clone himself without limit. Every clone operates

independently, regardless of whether or not Ben wants them to, and is indistinguishable from the

others. Though the clones are autonomous, they share each other's pain, and the death of one

clone will cause the death of the rest, which negates the usefulness of making large numbers of

clones. The child-size Ditto is also no stronger nor faster than his size and build suggests. Ben

activated Ditto accidentally in the episode "Divided We Stand", to fight against gulls mutated by

Dr. Animo. His first intentional Ditto transformation was in the same episode, when Ben wanted to

have fun in the beach.

[edit]Eye Guy

Dee Bradley Baker - Ben 10

Eye Guy was introduced in the first alternate opening of "Ben 10: Secret of the Omnitrix",

replacing Heatblast during the fight with Doctor Animo. How Eye Guy was obtained is never

addressed. Eye Guy's upper-body is covered in eyes, hence the name, though he ironically has

no eyes on his head, which consists of a mouth and a very large pair of bat-like ears. From these

eyes, Eye Guy can fire numerous energy beams. The eyes can be merged to create different

effects, such as three on his shoulder, which can form a freezing beam. By merging every eye

into the large eye in his chest, he can fire his strongest energy blast. He can also scale walls. His

only appearance in the TV series itself was in "Ben 10 vs. the Negative 10: Part 2", where Ben

was attempting to prevent the Negative 10 from stealing the Sub-Energy.

[edit]Way Big

Fred Tatasciore - Ben 10

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Yuri Lowenthal - Ben 10 Ultimate Alien: Cosmic Destruction (As Albedo)

Way Big is a To'kustar (from the Japanese term "tokusatsu", given Way Big's resemblance to

characters from the Ultra Series) from Galvan Prime (Grey Matter's planet), not so much an alien

species as an anomaly created during cosmic storms.

Way Big's size grants him extraordinary strength, enough to throw Vilgax into space when he'd

grown to the same size, and invulnerability to most attacks. He is also is capable of creating

energy blasts, as seen being used against Gwen in "Absolute Power". Way Big is introduced in

"Ben 10: Secret of the Omnitrix" for Ben 10 but he first appears being used by Ben 10,000 when

Kevin 11,000 hurt his son Ken.

Way Big, like Upchuck and Cannonbolt, returns in the second season finale of Ben 10: Alien

Force after Azmuth unlocks the Omnitrix master control. His eyes are now green instead of

yellow, the spikes on his shoulders are gone, his face is different and the fins on his hips are

gone.

In the future, Way Big although it hasn't changed very much, its face has changed slightly, it now

has big orange and brown eyes instead of emerald green while its cheeks and lips are swollen

making the face more robust, a black horn similar to the one sticking out on top of its head are

also now sticking out of each cheek.

Way Big appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction".

[edit]Omnitrix in Ben 10: Alien Force

At the beginning of Ben 10: Alien Force, the second series, The Omnitrix's default ten aliens are

replaced with ten different ones. Its structure and design are also modified. It gains a more watch-

like shape, a green wristband, and a smaller and sleeker design. The inside of the hourglass

shape glows in different colors at special moments; these colors signify the present state of the

Omnitrix. The Omnitrix now displays holograms for the alien forms instead of silhouettes. The

Omnitrix gains an interactive vocal command library, with the same voice of Ben.

[edit]Recalibration Mode

The Omnitrix begins transforming whilst selecting an array of new alien forms.

The Omnitrix makes a beep-like noise, then it changes to a glowing black and green and finally

morphs into its more watch-shaped form. This can happen vice-versa as shown in “Vengeance of

Vilgax” when the watch turns from its new form into its original form. What triggered the

Recalibration Mode is unknown. Dwayne McDuffie said it recalibrated due to Ben's maturation.

The abilities of his old aliens were recognized by the Omnitrix and therefore "upgraded" as well,

bringing 10 new aliens with the same abilities as the old aliens such as Swampfire, for example,

replacing Benmummy, Wildvine and Heatblast. This feature of the Omnitrix was first seen in Ben

10 Returns Part 1. While it rescans Ben it turns a darkish blue color; Ben said "it never did that

before".

[edit]Active Mode

As revealed by Azmuth in "Primus", the Omnitrix does not actually contain any DNA sample. It

simply acts as a wireless device, connecting itself to the artificial planet, Primus, where Azmuth

has gathered the DNA of almost all the sentient species of the galaxy in the Codon Stream. When

activated, the Omnitrix accesses the Codon Stream's information and applies it to the host.

Without Primus, the Omnitrix would be completely useless. When in danger, Primus can send a

distress call to the Omnitrix, which teleports itself to Primus with its host in order to protect the

planet.

It is said that the Omnitrix in Ben 10: Alien Force is green because it is working correctly, which

also meant it wasn't working as it should during the original series. The Omnitrix is in the center

around the chest area on every alien in Ben 10: Alien Force which is for easy access. The symbol

was put in different places on some aliens (head on Ditto, back on Grey Matter, etc.) in the

original series which may have been a side effect of the Omnitrix not working, which explains why

all the symbols were moved to the chest in Ben 10: Alien Force since it is now supposed to be in

working order.

When the user is transformed, a button with the Omnitrix symbol on it appears on the chest which

can be used to switch to another form while already transformed into a specific alien. The symbol

is actually the Omnitrix itself, appearing in this form because many species don't have wrists.

[edit]Healing Mode

The Omnitrix is able to restore the DNA of DNAliens, but it is unknown if it is able to restore the

DNA of humans or any other alien species. It is also unknown if this function is to eliminate the

foreign DNA from a being and if it can change hybrids such as Manny and Helen back to their

human forms.

In "War of the Worlds: Part 2", the Omnitrix is shown to be able to genetically manipulate alien

DNA or reprogram the species' DNA (in this case, fuse DNA from different species of aliens).

[edit]Plumbers' badge use

Azmuth use the badges symbol to show that the Omnitrix as a device meant for peaceful

purposes to help other aliens to understand each other.

The Omnitrix is the Plumbers' badge of Ben; it has a 2-way communication system with

Plumber's Badges, can create a hologram map, which is similar to the one in Plumber's Badges

and has a Universal Translator (translates alien languages and writing to the wearer's language).

Dwayne McDuffie confirms that Ben learned how to activate it, thus explaining how he could read

Vulkanus' paper in "Inferno".

[edit]Others features

It functions as a GPS as shown in "The Final Battle: Part 1".

In the original series, the Omnitrix could adapt the clothing of the wearer to suit the

selected alien form. Ben lost this function in Ben 10: Alien Force because the Omnitrix

recalibrated, now, nanomachines break them down and store them until his transformation

ends.

During reconstitution/transformation, all information of the alien is dumped into the user's

mind.

When suffering from electromagnetic interference, the Omnitrix can cause unintentional

transformations and the Omnitrix will be unable to deactivate until the source of the

interference is gone, this is how the Tiffin was unintentionally sending signals that caused the

Omnitrix to malfunction, turning Ben into Rath. It also can work in reverse, rapidly changing

the user from one form to another until it times out, this happened in "Secrets of the

Omnitrix".

[edit]Aliens introduced in Ben 10: Alien Force[edit]Swampfire

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Swampfire is a Methanosian from the planet Methanos (referring to methane).

Swampfire is a plant-like alien with a fire-patterned head. He is described as a living swamp. He

has superhuman strength, vast regenerative powers, the ability to control plant life through a type

of flammable gas, and the ability to shoot fire from his palms, which can also be used to launch

his body for flight. The fire is created by igniting methane naturally produced within his body,

which causes him to constantly emit a very foul odor. This was once used offensivly, as several

Incursion soldiers were once incapacitated by his smell. He can also produce seeds that quickly

grow into vines that he can control. His regenerative ability allows him to alter his own body, such

as tunneling underground in vine form, growing his feet to root himself into the ground, heal the

limbs of others, or passing through prison bars. However, Swampfire is more vulnerable than

Heatblast because he can be frozen for periods of time, unlike Heatblast, who is completely

invulnerable to cold. He appeared in pilot episode of Ben 10 Alien Force, in "Ben 10 Returns: Part

1" after the Omnitrix had reformatted.

As Ultimate Swampfire, he is a tree-like version of himself with blue gooey shells containing an

organic, blue-colored napalm kerosene gel-like solution (as confirmed by Dwayne McDuffie),

containing a highly flammable substance that Ultimate Swampfire uses to create fire bombs, nova

blasts, and blue fire tornadoes. Although Ultimate Swampfire cannot regenerate himself, he is

also tougher. Ben used Ultimate Swampfire on the first time in the Ben 10: Alien Force's series

finale "The Final Battle: Part 2", to fight Vilgax, and he was the first ultimate form used by Ben.

Swampfire appears as a playable alien form in "Ben 10: Alien Force The Game", "Ben 10 Alien

Force: Vilgax Attacks", "Ben 10 Alien Force: The Rise of Hex", and "Ben 10 Ultimate Alien:

Cosmic Destruction" with also Ultimate Swampfire.

[edit]Echo Echo

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Echo Echo is a silicon-based life form known as a Sonorosian from the planet Sonorosia (from

the word "sonoros" in Galician, meaning "sound").

He is a small white alien whose body is a living amplifier, a square appendage resembling an

MP3 player behind his back with a port on it decorated with a binary digit situated like the number

10, and what looks like cassette tapes on his lower legs. He can scream at ultrasonic frequencies

capable of overloading machinery and stopping projectiles in mid-flight. He also has the ability to

duplicate himself like Ditto, but different in that the clones aren't linked in any way and can revert

even if all duplicates aren't re-integrated, which splinters the original's personality. With these

skills, Echo Echo can create a "Wall of Sound", where he and his clones can redirect projectiles

back to their source by bouncing them off of strategically placed clones. He can also use

echolocation, and can channel vibrations to enhance his power. He can also transmit sound

waves through speakers. The first time he appeared was "Ben 10 Returns: Part 2" to fight the

Forever Knights' dragon robot, Dwayne McDuffie confirmed its Ben favorite alien, in Ben 10: Alien

Force.

As Ultimate Echo Echo, he is blue, taller, and more robotic of himself with green eyes and black

lines on his body. In this state, Ultimate Echo Echo can now shoot sonic screams and sonic

waves from discs instead of from his mouth, these discs are on his hands and his shoulders, and

he can control the movement of these discs, also he can fly with the projection of sound waves,

and faster than Jetray; unlike his regular form, he cannot duplicate himself (As confirmed on the

Cosmic Destruction site and Dwayne McDuffie). Ben used Ultimate Echo Echo on first time in

"Map of Infinity" to fight the Necrofriggian Guardians, and to help Gwen and Kevin with the traps

of the temple.

Echo Echo appears as a playable alien form in "Ben 10: Alien Force The Game (Only

on DS version), "Ben 10 Alien Force: Vilgax Attacks", "Ben 10 Alien Force: The Rise of Hex" and

"Ben 10 Ultimate Alien: Cosmic Destruction" with also Ultimate Echo Echo.

[edit]Humungousaur

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Humungousaur is a Vaxasaurian ("sauria" being a clade of lizards, while "vaxa" in Icelandic

means "grow"), a humanoid dinosaur alien from the planet Terradino ("terra dino" means "dino

land" in Italian).

He has great strength and a thick layer of skin that provides vast resistance to injury.

Humungousaur also has the power to increase his own body size and mass, using dimensional

displacement (according to Dwayne McDuffie) growing up to sixty feet in height (making him

Ben's second largest alien right after Way Big). His strength increases as he grows, and his

dinosaur features become more pronounced, growing Stegosaurus-like plates on his back, a

crest from his forehead, and spikes on his tail. Recently Humungousaur has proven to be durable

enough to survive in space for at least a few minutes. His first appearance is in "Ben 10 Returns:

Part 2" when Ben fights a swarm of DNAliens.

As Ultimate Humungousaur, he is larger, green-skinned, armored version of himself with grey

horns on his head, arms, chest and back. There is a spiked club at the end of his tail, similar to

an Ankylosaurus, and his back is covered by a large, spiked shell. He is now capable of

converting his hands into bio-Gatling guns that shoot kinetically unstable bone fragments as

missiles. However, he can no longer grow (Confirmed by Dwayne McDuffie). This form was first

used by Albedo in "The Final Battle: Part 1" to fight Ben as Humungousaur, being the first used

Ultimate Form of the Ultimatrix. Ben first uses him in the Ben 10: Ultimate Alien episode "Too Hot

to Handle" to fight P'andor and his minions (Surgeon, Hammer and Buzz).

Humungousaur appears as a playable alien form in "Ben 10: Alien Force The Game", "Ben 10

Alien Force: Vilgax Attacks", "Ben 10 Alien Force: The Rise of Hex" and "Ben 10 Ultimate Alien:

Cosmic Destruction" with also Ultimate Humungousaur.

[edit]Jetray

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Jetray is an Aerophibian (a play on "aero" for air and "amphibian") from the planet Aeropela.

Jetray is a manta ray-like alien capable of flying and swimming as fast as XLR8, being able to

reach significant fractions of light speed. As Jetray, Ben can shoot neuroshock blasts through his

eyes and tail which are strong enough to carve through stone. He can also breathe in water and

the depths of space. Jetray first appears in "Everybody Talks About the Weather" when Ben

needed to chase after Alan Albright.

Jetray appears as a playable alien form in "Ben 10: Alien Force The Game" (Only

for Wii, PS2 and PSP versions), "Ben 10 Alien Force: Vilgax Attacks", and "Ben 10 Alien Force:

The Rise of Hex".

[edit]Big Chill

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Big Chill is a Necrofriggian ("necro", meaning death, and "frigid", meaning very cold) from the

planet Kylmyys (the Finnish word for coldness).

A moth-like alien, Big Chill's wings and antennae can fold up into a cloak of sorts, giving him the

appearance of a phantom. He can become intangible, fly, has superhuman strength despite his

frail appearance, and can breathe freezing vapor. He can also freeze the objects it phases

through at his discretion. He can also make ice beams from his hands, and control the flow of

these beams. Counter-intuitively, Big Chill is easily capable of withstanding extreme heat, at one

point drinking molten metal directly from a massive smelting cauldron. Big Chill, like Jetray,

doesn't need oxygen. Necrofriggians are also known to asexually reproduce, laying a vast

number of eggs every 80 years. During its reproductive cycle, the Big Chill persona takes over

Ben's body and eats metal objects, and causes him to act in a manner not unlike a pregnant

female. Ben does not remember anything he does as Big Chill during the cycle. He first appears

in "Kevin's Big Score" to chase down Kevin after he stole the Rustbucket.

As Ultimate Big Chill, he is red-skinned version of himself with flame-like patterns at the ends of

his wings, antennae and eyes. In this state, Ultimate Big Chill can now also create "ice flames",

flames that turn to ice, and freeze faster than the normal, Dwayne McDuffie described them as

flames that consume the heat of whatever they touch, and use that energy to burn. He was first

used in "Hit Em Where They Live", to fight Vulkanus and his Pickaxe Aliens army.

Big Chill appears as a playable alien form in "Ben 10: Alien Force The Game" (Only

for Wii, PS2 and PSP versions), "Ben 10 Alien Force: Vilgax Attacks", "Ben 10 Alien Force: The

Rise of Hex" and "Ben 10 Ultimate Alien: Cosmic Destruction", with also Ultimate Big Chill.

[edit]Chromastone

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Chromastone (species - Crystalsapien) is a super dense silicon life-form able to absorb energy

like a conductor and channel it into laser blasts or less-intense natural light. He can also allow it

to pass harmlessly through his body via refraction, or can be blasted back at the foe.

Chromastone can seemingly produce blasts without having to absorb energy, though it may be

due to absorption of radiant energy like sunlight, or streetlamps or just ambient energy.

Chromastone first appears in "All That Glitters" to stop the zombies. During the episode

"Vengeance of Vilgax: Part 2", Chromastone was seemingly destroyed by Vilgax, but the alien's

remains reformed into Diamondhead. It was later revealed that Chromastone was meant for its

genetic donor, Sugilite, to hide in until the time came for him to restore Petropia, it is believed that

Chromastone is the guardian of the Petrosapians. Although Chromastone becomes accessible

again after the events of "The Secret of Chromastone", Ben did not use him until the pilot episode

of Ben 10: Ultimate Alien, to fight Bivalvan, being very surprised that he still had access to the

form, but when Chromastone was electrocuted, he had passed out, because he was not

expecting it or is too weak to do so.

Chromastone appears as a playable alien form in "Ben 10: Alien Force The Game" (Only

for DS version), "Ben 10 Alien Force: Vilgax Attacks", and "Ben 10 Alien Force: The Rise of Hex".

[edit]Brainstorm

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Brainstorm is a Cerebrocrustacean (a play on "cerebrum" and "crustacean") from the planet

Encephalonus IV (a play on "encepha-", a prefix referring to the brain). [18]

Brainstorm is a genius crustacean-like alien with the ability to control electrical energy and project

force fields around him and others through thought, accomplished by opening the exoskeleton

plates on his skull. He also has the power to levitate, and create electricity from his pincers

without needing to open his skull plates as well, and can also cause a storm just by thinking. In

this form, Ben speaks with much greater diction and with a British accent. Also the species tends

to be selfish which makes them forget how to do simple things as seen in “Vengeance of Vilgax”

where Brainstorm forgot to capture a wild Spidermonkey due to its cocky attitude, They also tend

to use large, scientific or intelligent terms that may not be understood by those they're talking to,

Brainstorm's electro blasts can be grounded and a weak spot is at it's brain, when struck he

experiences excruciating and unbearable mental pain, which is probably why the species

developed the casing. He was first seen in "Pier Pressure", to face Ship, but Brainstorm was an

accidental transformation.

All aliens in Ben 10: Alien Force have the Omnitrix symbol on their chest except for Brainstorm,

who has it in his cephalothorax.

Brainstorm appears as a playable alien form in "Ben 10 Alien Force: Vilgax Attacks", and "Ben 10

Alien Force: The Rise of Hex".

[edit]Spidermonkey

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Spidermonkey is an Arachnichimp (a play on arachnid and chimpanzee, Spidermonkey's name

is also an obvious pun on spider monkey) from the planet Arahnascimmia [18] (can also be called

"Arachna", said by Simian).

As his name suggests, he is a six-limbed monkey-like alien, with four green eyes, hairy body, and

a line coming out from his Omnitrix symbol to his back. He has superhuman agility and, like a

spider, can stick to walls, spin webs that he can swing from or create spider web from his tail,

although incredibly agile, he can get tangled by its own web. Spidermonkey first appears in "What

Are Little Girls Made Of?" to face his grandma Verdona.

As Ultimate Spidermonkey, he is a bulky gorilla with four spider legs sprouting from his back. In

this state, Ultimate Spidermonkey is stronger and can spit webs from his mouth. He was first

seen in the pilot episode of Ben 10 Ultimate Alien, to fight Bivalvan, being the first ultimate form of

Ben 10: Ultimate Alien.

Spidermonkey appears as a playable alien form in "Ben 10: Alien Force The Game" (Only

for Wii, PS2 and PSP versions), "Ben 10 Alien Force: Vilgax Attacks", "Ben 10 Alien Force: The

Rise of Hex" and "Ben 10 Ultimate Alien: Cosmic Destruction" with also Ultimate Spidermonkey.

[edit]Goop

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

James Remar - Ben 10: Alien Force (As Vilgax in "Primus")

Goop is a Polymorph (a word meaning "many shapes") from the planet Viscosia (a play on

"viscosity").[18]

He is a shape-shifting, self-regenerating green blob that weighs 200 pounds. Goop controls his

slime through an artificial gravity generator, like a small UFO that has a button on it that turns him

off. The gravity generator allows the slime to take any shape and levitate. However, if the ship

and the slime are separated by even a short distance, the slime will become inert until the ship

recollects it, as shown in the episode "Primus" when Ben gave Vilgax the Omnitrix and turned him

into Goop except Ben turned off the gravity mode on the gravity generator. In "Deep" Goop used

his anti-gravity projector to keep the Piscciss planet's gravity, and he kept his generator there,

even when Ben turn to human form, but Dwayne McDuffie said the Ultimatrix will generate

another anti-gravity projector. He also said that the original species of Goop did not use a

projector.

Goop's slime can be made acidic,[19] and the ship's edges have been shown to be sharp enough

to cut through material such as Swampfire's body. Goop first appears in "The Gauntlet" when Ben

battles a Techadon and also can extend it's size to bigger forms.

Goop appears as a playable alien form in "Ben 10: Alien Force The Game" (Only for DS version),

"Ben 10 Alien Force: Vilgax Attacks", and "Ben 10 Alien Force: The Rise of Hex".

[edit]Alien X

Ben

Yuri Lowenthal - Ben 10: Alien Force and Ben 10: Ultimate Alien

Bellicus

Kevin Conroy - Ben 10: Alien Force

Jeff Bennett - Ben 10 Alien Force: Vilgax Attacks and Ben 10: Ultimate Alien

Serena

Vicki Lewis - Ben 10: Alien Force

Tara Strong - Ben 10: Ultimate Alien

Alien X is a Celestialsapien ("celestial" referring to a supernatural being and "sapien" meaning

"wise" in Latin), native to the Forge of Creation outside the known Universe, according to Dwayne

McDuffie Celestialsapiens also live in the Milky Way, but they're born in the Forge of Creation.

Alien X is the tenth alien that Ben becomes after his Omnitrix was reformatted when he stops a

dam that had burst in "X= Ben + 2", Ben acknowledges Alien X as his most powerful alien, but

Dwayne McDuffie confirmed that he's not the most powerful being in the Omnitrix/Ultimatrix;

however, he cannot afford the cost that comes with becoming the alien. Alien X is a being

capable of warping reality at will. He has a black body covered with tiny white stars, white hands,

green eyes, and three horns protruding from his head. He has three distinct personalities:

Bellicus, the voice of rage and aggression

Serena the voice of love and compassion

Ben the voice of reason

All three speak in unison when Alien X speaks. In order for Alien X to perform any action,

including but not limited to, simple movement and transforming back into Ben, two of the three

personalities must agree to do so. As both Serena and Bellicus have been arguing for an eternity,

and before they had no tiebreaker, getting them to focus on any present task is difficult at best,

leaving the body of Alien X frozen in place while Ben attempts to convince them to act.

After getting the Ultimatrix, Ben had a security protocol that lock on the Alien X option to ensure

the form would not be used if the item fell into the wrong hands and that he would not accidentally

turn into it. Gwen and Kevin have the keys that undo the protocol. Ben had this undone in order to

get Bellicus and Serena to help him to find the Forge of Creation and stop Aggregor, which didn't

go well. Paradox ended up getting Ben out of his Alien X form.

Though the two are usually unable to agree on anything, they make an exception in the case of

Paradox (who they both express ill feelings towards).

Alien X is featured in the video game "Ben 10 Alien Force: Vilgax Attacks." He is first mentioned

by Paradox during the invasion that now would not be a good time to use Alien X. When Psyphon

steals the energy core from Ben in order for Vilgax to send Ben into the Null Void, Paradox

appears telling Ben that now is the good time to use Alien X. When Ben becomes Alien X, he tells

Bellicus and Serena that if they don't help him stop Vilgax, the Earth will be destroyed with them

alongside it. Alien X manages to deflect the Null Void beam back at Vilgax and Psyphon sending

them into the Null Void.

[edit]Lodestar

Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien

Lodestar is a Biosovortian from an unknown planet as revealed in the Ben 10 Ultimate Alien

complete guidebook.

He has the power to create magnetic fields, enabling him to repel, attract, and control metallic

objects, he has an armored hull, very tough, but does not support an explosion, in the other hand,

he can regenerate itself, also, he can make a shield and fly. In the episode "Busy Box," it is also

shown that he can emit magnetic pulses. Dwayne McDuffie also says he has super strength

which is yet to be demonstrated.

Lodestar is introduced in the third season episode "Simple", though his hologram is seen at the

end of "War of the Worlds" when the Omnitrix resets itself. Lodestar has black skin with yellow

stripes, large, spiked shoulders, and pincers for hands. His head, which pivots on magnetic fields,

seems to be made of large, bent rectangles of metal, with green eyes. His head levitates between

his shoulders, which are held in place magnetically.

His name is a play on lodestone, a magnetic iron ore.

Lodestar appears as a playable alien form in "Ben 10 Alien Force: The Rise of Hex".

[edit]Rath

John DiMaggio - Ben 10: Alien Force and Ben 10: Ultimate Alien

Dee Bradley Baker - Ben 10: Alien Force (As Azmuth in "Primus" and as Albedo in "The

Final Battle")

Rath is an Appoplexian (a play on "apoplexy", a part of the brain that deals with anger) from the

planet Appoplexia.

His appearance looks like a large, muscle-bound, humanoid tiger with no tail, but unlike Tigers

who are known to be intelligent, patient and cunning creatures, Rath's species suffer from

heightened aggression and decreased intelligence, having a need to fight anything that breathes,

making Rath just as likely to attack or provoke his friends as well as his foes and as a result alters

Ben's personality the most among his aliens. Rath always refers to someone by using both their

first and last names regardless of the situation and his mannerisms and speech are reminiscent

of a professional wrestler. Rath has a tendency to say "Lemme tell ya somethin'!" followed by the

full name of whoever he's talking to, and also refers to himself in the third person.

However, Rath is more than able to back up his threats and is one of Ben's most powerful aliens,

as his species is gifted with enough physical strength to easily lift objects far larger than him and

pummeling most of Ben's enemies with ease. In addition, Rath has a retractable claw on his wrist

that can generate shockwaves when driven into objects and Rath is also durable enough to

survive for short periods in space and take a powerful laser cannon blast at point blank range

without even flinching or reacting. His claws are sharp enough to cut a huge rock into two with

ease.

He was first introduced in "The Con of Rath" (a play on "Wrath of Khan") when the Tiffin of Luoda

sets off a circuit in the Omnitrix.

Rath appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction" (Only

for XBOX 360 version).

[edit]The Ultimatrix

The Ultimatrix is level 20 alien tech just like the Omnitrix, but unlike the Omnitrix, doesn't

resemble a wristwatch. The central component, the selection interface remains the same, while

the watch band was replaced by a gauntlet-like band extending up to almost half of the wearer's

arm (since the band's ability to morph its shape wasn't placed into it). When Albedo used it, the

Ultimatrix had a red color scheme. After Ben took the Ultimatrix from Albedo, the device became

green in color. The selection interface is identical to the original dial, with the intergalactic peace

sign that changes color to reflect the mode of Ultimatrix.

[edit]Ultimate Form Mode

The Ultimatrix has the incredible power and ability to evolve any of the original Omnitrix (and

possibly new Ultimatrix) aliens into more powerful forms, granting them new powers and new

abilities that are ten times stronger and ten times more powerful. This is activated by pressing the

faceplate of the Ultimatrix while transformed as an alien, causing four gray spikes to grow, and

then the aliens are "evolved" into their Ultimate Forms. So far, 6 have been confirmed, but it is

very likely every alien has one.

Dwayne Mcduffie explained that the Evolutionary Function works by creating a simulation in

which the alien species is placed on a post-apocalyptic, warring planet in what can be described

as a worst case scenario. The Ultimatrix then fast forwards a million years and selects the most

likely form the species will evolve into. It then applies it by changing the DNA of the selected alien

form. This survival of the fittest routine explains why the evolutions are more combat-centered

than their baseline forms.

Azmuth's exact plans for the Ultimatrix are currently unknown. However, it appears that the

evolution of the aliens were not a part of them; Dwayne McDuffie stated that Albedo jury-rigged

the unstable core of the Ultimatrix and cobbled it together, creating by himself the function of

"evolving" aliens. The real purpose that makes the Ultimatrix superior to the Omnitrix will probably

be revealed when Azmuth's newest Omnitrix is unveiled. Also Azmuth probably did not want to

have the Ultimate Forms' DNA because the Ultimate Forms would only be used for violence. He

even commented on the evolutionary feature, stating it was "begging for trouble". However, it is a

feature Azmuth would not have added on any legitimate model of the Omnitrix.

[edit]Scan Mode

When foreign DNA not in the Codon Stream is near the Ultimatrix, it closes its main features

(probably because the capabilities of the alien is unknown therefore no one knows what it could

do to the Ultimatrix) until the foreign DNA is scanned. When a new DNA sample is acquired, the

Ultimatrix shows a picture of almost every alien the user has in possession. When a new DNA is

scanned the Ultimatrix projects a wide yellow beam from the side of the faceplate.. When the user

is transformed, the Ultimatrix projects a wide yellow beam yellow beam from the dial.

[edit]Security System Mode

Ben had Kevin install a DNA lockout security function to prevent Alien X being accessed

accidentally and by Albedo. Gwen and Kevin each carry a special key that, when inserted into the

sides of the Ultimatrix, unlocks the Celestialsapien DNA for temporary use.

[edit]Other features

The Ultimatrix is linked to the voice and DNA of Ben, and responds to voice commands

as the Omnitrix did.

It serves as a communicator when transformed and not transformed, like the Omnitrix;

The Ultimatrix also has Artificial Intelligence, like the Omnitrix, with this, it can make

modifications to the alien forms (Nanomech's appearance, Ghostfreak's extra skin, NRG's

suit, several aliens' ability to speak, etc.) to make the forms more bearable, in the case of

NRG, it’s because the Ultimatrix A.I made the suit or he would be too dangerous to use,

especially those who are vulnerable to its radiation.

According to Dwayne McDuffie, the Ultimatrix also has a master control, which is yet to

be activated.

It can detect and measure radiation, seen in "Too Hot To Handle".

According to Dwayne McDuffie, the Ultimatrix does not possess the ability to revive any

species stored on Primus as its predecessor was able to, likely due to Albedo's lack of

humanitarian interests and due to not being completed properly.

[edit]Aliens introduced in Ben 10: Ultimate Alien[edit]Nanomech

Alex Winter - Ben 10: Alien Swarm

Dee Bradley Baker - Ben 10: Ultimate Alien

Nanomech is a miniature carbon-silicon-based life form, introduced in the film Ben 10: Alien

Swarm. He is a Nanomechian from the hive planets. He can fly and shoot energy bolts. He can

also alter the size of his body to adapt to any situation. Being a part of the chips' hive mind,

however, renders him vulnerable to the Queen's link to the other chips; however, unlike the

drones, he retains his individuality. It's worth noting he is drastically different than the source

alien, which are insect-like, while Nanomech takes on a humanoid shape.

He appears for the first time in the cartoon series in the Ben 10: Ultimate Alien episode, "Video

Games", with his appearance and voice changed; Ben transforms into him so that he could be in

a supposed video game he was going to appear in. Later in the same episode, he was used to

tear apart the insides of Will Harangue's robot.

[edit]Water Hazard

Dee Bradley Baker - Ben 10: Ultimate Alien

Water Hazard is an Orishan (A play on "oyster") from the planet Hydrosia (a pun on hydro).

He is a red, crustacean-like alien of bivalve origin, scanned from Bivalvan in the episode "Fame".

He has a highly durable armored exoskeleton, can breathe underwater for a period of time, and is

able to shoot pressurized water from his palms, as well as absorb ambient moisture from the air,

according to Dwayne McDuffie, he is able to control and manipulate water at will and even mold it

into a wide variety of shapes. His water jets are powerful enough to repel other creatures, and

hurt human beings. He first appeared in "Too Hot to Handle" to impersonate Bivalvan and tried

unsuccessfully to convince P'andor to leave Earth. He was used again in "Hero Time" to defeat

Captain Nemesis.

Water Hazard appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction".

[edit]Ampfibian

Yuri Lowenthal - Ben 10: Ultimate Alien ("Fused")

Dee Bradley Baker - Ben 10: Ultimate Alien and Ben 10 Ultimate Alien: Cosmic

Destruction

AmpFibian is an Amperi (a play on "amp", a measuring unit for electricity) from the planet

Amperia.

He is a blue jellyfish-like alien with four tentacle arms, scanned from Ra'ad. In "Fused", his voice

sounds just like Ben's but it has the effect of being phase-shifted, but in other episodes, it sounds

like Ra'ad's. He has the ability to fire electrical bursts from his tentacles, drain electricity, turn

intangible, and read the electronic pulses that make up thought patterns, stretch all of his

tentacles, and absorb and redirect energy beams. Ampfibian can also travel through air, water,

and electronic currents by turning his body into electricity. Though unintentionally first used in

"Fused", where Ra'ad entered Ben's body during the DNA scan in a freak accident in an attempt

to take the Ultimatrix offline to evade Aggregor, the first intentionally used in was in "Deep", Ben

used him to breathe under water on the planet Piscciss.

AmpFibian appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction".

[edit]Armodrillo

Dee Bradley Baker - Ben 10: Ultimate Alien

Armodrillo is an Talpaedan (a play on "talpidae", a name for a family of mammals that includes

subterranean animals such as moles) from the planet Terraexcava ("Terra", Latin for Earth, and

"excava", a pun on "excavate").

He is a yellow, bulky robotic armadillo-looking alien with drills on his limbs, scanned from Andreas

in "Andreas' Fault". His head looks similar to a Roman helmet and he has a long, grey tail. With

the devices in his arms, he can drill into the earth, or form jackhammers that cause tremors. He is

also very strong, being able to split the ground in half. Dwayne McDuffie confirmed that

Armodrillo's armor and drills are organic. Ben first used Armodrillo in "Hero Time" in order to

defeat the robots that Captain Nemesis released.

When Ben transforms into Armodrillo, he seemed to have his power under control, unlike

Andreas, which would destroy anything when he gets to be scared.

Armodrillo appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction".

[edit]Terraspin

Dee Bradley Baker - Ben 10: Ultimate Alien

Terraspin is a Geochelone Aerio ("Geochelone" a tortoise found in Africa, Asia, and the USA,

and "Aerio" a play on air) from the planet Aldabra (a pun on Aldabra Atoll, an island found in the

Aldabra Group in the Indian Ocean), whose occupants are a peaceful race mentioned to be

immune to mana-based attacks.

He is a turtle-like alien with holes in his chest, stumpy legs, and big flat arms, scanned from

Galapagus in "Escape From Aggregor". Terraspin has the ability to shrink into his shell and blow

the wind out of the holes in its forward using their fins and propellers, allowing varied powers of

create winds and spinning himself, being able to fly using these skills, also, his species is

impervious to mana. Ben first used him in the episode "Reflected Glory" to battle a Forever Knight

robot that was accidentally activated by Cash. (Terraspin's name is a pun on "Terrapin" a type of

turtle and spin which he does to use his powers).

Terraspin appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction".

[edit]NRG

Dee Bradley Baker - Ben 10: Ultimate Alien

NRG is a Prypiatosian-B (a play on Prypiat, a city that was evacuated due to a Chernobyl

disaster in 1986) from the planet Nucleria (a pun on "nuclear").

He is a radioactive being encased within an oven-like invulnerable containment suit, scanned

from P'andor in "Too Hot To Handle". When released, he is able to shoot energy beams and can

create intense heat bad enough to create the intensity of a nuclear bomb. Being is capable of

become intangible, so he cannot be touched except by the material his armor is made of. His

armor is so tough; it can only be broken with a sharp piece of Taedenite. Even trapped in the

armor, he can still shoot energy beams through the holes of the display, it is very strong, and can

generate intense heat at the hands. NRG can also withstand extreme heat. The first time he was

used was in "The Forge of the Creation", to stop the 10 year old Ben as the original Heatblast, but

that was an accidental transformation. The first intentional transformation was in "Absolute Power

Part 1" to save Alan from Ultimate Kevin, and then to defeat Gwen to leave him to stop Kevin.

NRG appears as a playable alien form in "Ben 10 Ultimate Alien: Cosmic Destruction.