Ben 10: Ultimate Alien

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 in April, 2010.

The difference between this show and its predecessor is that the Omnitrix is gone. It has been replaced with the Ultimatrix. The main difference is that Ben can now make his aliens transform into stronger versions of themselves. The Ultimatrix also lacks several of the Omnitrix's functions, as it is incomplete.

Tropes used in Ben 10: Ultimate Alien include:
  • Abandoned Warehouse: In "Double or Nothing", Albedo works on his "bomb" in an abandoned warehouse. Kevin lampshades it.
  • 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.
  • Actor Allusion: Yuri Lowenthal voicing a character getting an alien that can dig through dirt with ease? I wonder ...
  • 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.
  • 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.
  • 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.
  • Anticlimax Boss: Darkstar became this in the first season finale, having been defeated with (literally) a push of a button.
  • 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.
  • 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 December[2] 10.
  • Nuclear Physics Goof: Gwen mentions using carbon rods as control rods, but carbon is the last thing you'd want to use, because pure carbon actually increases reactivity (it's second only to heavy water at successfully moderating neutrons). Boron carbide, or at least boron-doped carbon, maybe, but pure carbon? No way. Also, light water reactor fuel isn't enriched enough to sustain a chain reaction without a moderator, so the whole "living nuclear reactor" bit makes no sense when P'andor clearly isn't made of water, in whole or in part.
    • An alien did it.
    • It's likely Gwen doesn't study Nuclear Physics so her plan can be forgiven. Also on the last it's called an analogy.
  • Ascended Extra: Vulkanus. He appeared three times (including short appearing in dream sequence and VERY short one in future) as Six Six's helper in original series. Later Six Six comes back on The Movie but, without him. Now he's a reccurring villain. Ironically Six Six doesn't return but was replaced with Seven Seven.
  • Badass Boast: Ben, in "The Purge":

"Maybe you 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."

  • Back for the Dead: Elena Validus makes her first animated appearance…and dies at the end of it.
  • 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.
  • Berserk Button: Once again, Gwen shows just exactly what will happen to you when you piss her off… Well, sort of, because we never know anything beyond Gwen and Zombozo "coming to an understanding" at the end of episode 3. If anything, it seems Gwen has a handle over her Anodite form.[3]
    • Julie for Ben. Poor Captain Nemesis, you kinda feel sorry for him. Kinda.
    • All of reality is one for Rath.
      • Especially when you destroy Mr. Smoothie in front of him.
  • 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.
    • In Season 2. First the Forever Knights, then Vilgax, now Diagon.
  • 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 Melee a Trois.
  • Biological Mashup: 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.
  • 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!

    • And Professor Paradox has a habit of warning people not to give out 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: Might be accidental, but in "Absolute Power" Gwen tries to talk Kevin out of his rampage in a game arcade. If you remember the original series, they first met in a game arcade in New York, bringing their relationship full circle. Both arcades even look similar.
    • 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 him when they try to take credit this time.
  • 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"[4] was mainly a comedic episode, then the episode after that[5] 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'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.
  • Clarke's Third Law:

Azmuth: [The sword] isn't magic! It's science!
Ben: Your science.

  • Cool Car: Ben's still got the DX Mk10 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.)
  • 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.
  • Continuity Nod: In "Where the Magic Happens", Kevin calls Charmcaster "Caroline", the alias she used in the Alien Force episode "In Charm's Way".
    • In "Absolute Power", 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.
    • "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.
    • In "The Purge", Driscoll, the Forever King from the original series as well as Enoch, his subordinate appear, as does Patrick, the Forever King from the Alien Force episode "Be-Knighted."
    • 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.
    • 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.
  • Curb Stomp Battle: Kevin gives one to Aggregor after absorbing Ben's aliens again. It comes at the price of his sanity…
  • Dangerously Genre Savvy: Aggregor seems to put the word 'Dangerous' in this trope. He's not impatient, waiting until just the right moment to make his move. He knows enough not to go after the four fragments of the Map of Infinity without the proper abilities and seeks out the aliens with the exact abilities he needs. He employs Mecha-Mooks that won't turn against him, and knows that his operations are too important for said mooks to do and instead handles everything personally. He's clever enough to subvert Talking Is a Free Action, such as when he murdered the Plumber who had boarded his ship when he was citing the violation code. One of the major things he does is that he actually tracks the Ultimatrix's signal to locate Ben and his prisoners. He subtly manages to recapture his fugitives without Ben and the others knowing until it's too late. He was well prepared for a Plumber ambush, and was clever enough to leave a squadron of his robots and his damaged ship that was set to self destruct as a decoy while he carried out his real plan. He pretends to let Ben think he's pummeling him when he isn't feeling a thing and strikes back when Ben stops. Finally, he lets Ben and the others do all the work in collecting the fragments of the Map of Infinity, stealing them after they've finally reached them.
  • Darker and Edgier: The entire episode "Catch a Falling Star" is basically this.
  • David vs. 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.
  • 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.

  • Does This Remind You of Anything?: The next time you watch "Absolute Power: Part 2", pay real close attention to the audio at the start. Now, say with ALL honesty that you don't picture Kevin doing… "something else" there…
  • Drill Sergeant Nasty: Magister Hulka.
  • Driving Test Smashers: Happens to Gwen in "Video Games".
  • 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 Number Five: 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.
  • 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.
  • Energy Being: P'andor and mature anodites
    • Despite his appearance as giant space squid, Diagon is this as well. Vilgax exploits this to kill him.
  • 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 Power Vacuum: In "Enemy of my Frenemy", it's revealed that after Adwaita was overthrown the rebels immediately began to fight each other for control.
  • Evolution Power-Up: 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: Will Harangue, a Jerkass in the news business who thinks Ben is a menace and even tries to destroy him with a robot that has a TV screen with his face on it. Sounds an awful lot like J. Jonah Jameson as a modern-day TV pundit to me.
    • He looks quite similar to the Wolverine and the X-Men version of Senator Kelly as well.[7]
    • Zombozo seems less Pennywise and more Joker in this series.
    • 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.
    • Captain Nemesis is an evil version of Iron Man.
      • Not to mention he looks a lot like Warp. Which isn't surprising since both shows have more than a few similarities with one another.
      • Or, given the look of his new Overlord powers, could be a reference to Monarch (not that Monarch), a villain who was first a respected hero.
    • The same episode also has a very thinly-veiled Twilight parody.
      • And the male vampire in the Twilight Parody? He is named Dracola. Holy crap, did they make a My Immortal reference?
    • 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.
    • Sunny. Bad dark-haired counterpart to the red-haired lead female? Where have we seen this before?
    • She's also a dark-haired girl with a happy go lucky attitude whose name is one O from another Sonny.
    • Way Big is a huge one for Ultraman, from looks to energy beam firing style.
    • Jeniffer 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 Complete Monster about to become a living god.
  • 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.
  • Fandom Nod: "Y'know, after all the hype, the Alien X smoothie was a real disappointment. Kind of tastes like filler."
    • Fourarms tells Captain Nemesis that shouting out his name is "stupid."
    • 10-year-old Ben's reaction to Swampfire: "Plant guy? That's just a copy of Wildvine."
  • 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 Humongousaur 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.
  • Five-Man Band: The aliens whose DNA the Ultimatrix would sample to give Ben his Elemental Powers.
  • Flash Back: 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.
  • 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.
    • Are we not going to mention Paradox's warning 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.
  • 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.
    • Let's not forget about Eunice.
  • 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.
  • Genre Savvy: Kevin while teaching Gwen how to drive. He tells her a car needs to be treated like a woman, but when she asks for an explanation, obviously displeased by the comparison, he immediately stops himself from continuing.
    • In the season finale, no one is surprised that Darkstar tries to betray everyone at the end, and he's promptly dealt with in less than 2 seconds. No cliffhanger for you, buddy!
    • A government Man in Black displays this in "The Widening Gyre":

MIB: Standard operating procedure is to show up unannounced, then demand you come with us. But we know we're dealing with Ben Tennyson[8] so, we're asking. Would you please come with us?

Humongousaur: Uh... one of my balls fell off...

    • Gwen refers to her post-teleportation headache as a hangover.
    • Regarding Aggregor's weapon:

Ben: Boy, I hope that's not one of those alien probes you hear about.

    • In "The Forge of Creation", Kevin begins to explain to young Ben from the past where baby Alien X's come from. Gwen stops him.
    • "Nor Iron Bars a Cage" had drug references.
    • When she first appears in "The Transmogrification of Eunice", Eunice/the Unitrix is in her/its spaceship, unconscious, completely naked except for a Censor Steam.
    • The first part of "Revenge of the Swarm".

Validus: We're here because of what you wanted to do with Elena!
Ben: I don't understand!
Validus: Don't lie to me, Ben! A father can tell.

    • In "Prisoner 775 is Missing" Ben says "Oh, truck!" True, there was a truck heading towards him, but you can still tell what he meant…
    • In "Video Games" when Will Harangue on his robot's video screen asks him "Any last words?" his answer is "None I'm allowed to say on television."
    • Charmcaster hits it off with Darkstar in "Couples Retreat". After making him fight a bunch of monsters for fun, cut to next morning, where she's in bed and wondering where he went.
    • In "The Eggman Cometh", we get this little gem from Dr. Animo; "Out of the way, you dumb cluck."
  • 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.
  • A God Am I: Aggregor's ultimate goal.
  • Godzilla Threshold: Crossed in "Forge of Creation". So the good news is, Evil!Kevin kicked Aggregor's ass and stopped him from taking over the universe. So the bad news is, Evil!Kevin is back.
  • 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.
  • Heel Face Turn: Charmcaster, though she does a Face Heel Turn by becoming She Who Fights Monsters, then she goes through the Heel Face Revolving Door.
    • The Vreedle Brothers.
  • 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."

  • He's All Grown Up: Cooper went from tiny fat kid to a tall, well-defined teenager. Especially jarring since he appeared in Alien Force in his younger form.
  • 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 Damsel in Distress and a redhead.
  • Heroic Sacrifice: The episode's called "Andreas' Fault"; who do you think it was? Also Ra'ad in the following one.
    • Kevin sacrifices his sanity to stop Aggregor and save the universe.
  • 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.
  • 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.

Fourarms: Why are you shouting your name out? It's stupid!

  • "I Know You're in There Somewhere" Fight: Gwen's preferred approach to try dealing with Crazy!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.

  • 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.
  • 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.
  • Inferred Holocaust: Charmcaster's home dimension, in which all of her people were either killed or imprisoned.
  • Immune to Lasers: "That's your first mistake! When you shoot Rath, it just makes Rath mad!!!" *roars* (Then again, what doesn't?)
  • Impairment Shot: Humongosaur!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.
  • Inhumanable Alien Rights: Rozum seems to think that Aliens don't have any rights.
  • Instant Armor: The Sword of Ascanlon grants its wielder this.
  • Interspecies Romance: Sunny and Antonio. Seriously, how would that even work?
  • Ironic Echo: In an example of proving Not So Different right, Crazy!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."

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 Can't Get Any Worse: Until Aggregor crashes through the ceiling, as seen in "Fused".
  • 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.
    • They KILLED Pierce, probably planned on killing all those aliens waiting for supplies, and Ben needed to threaten to Kill'Em All to make them leave. As in, actually say KILL. Even their appearances and weapons have become Darker and Edgier. And now, most likely Old George will wind up somehow involved with The Lucubra.
  • 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!
Humongousaur: 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."
  • Laser-Guided Amnesia: Lampshaded. Kid!Ben expects a memory wipe after the events at the Forge of Creation. Doubles as Genre Savvy for Kid!Ben.
  • 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 Humongousaur, 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.

  • 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.
  • Loads and Loads of Characters: About 63, all in one guy! Almost everyone Ben's turned into throughout the three series (plus Nanomech from the Alien Swarm movie, and a few we've never seen), except for Eon, can be found in the title sequence.
  • 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 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: Despite being blown by Galapagus' wind in "Ultimate Aggregor" and Terraspin's wind in the 1st season finale, Gwen's skirt doesn't flip high enough to see higher than her thighs.
  • 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 Pisciss Volann.
  • 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.
  • Mondegreen: In-universe example; 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?"
  • 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.
  • Murder Arson 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.
  • 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.
  • Never Say "Die": Averted.

Ben: Seriously, dude, just apologize [to Gwen].
Kevin: She's just scared of going back to Legerdemain. 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.)
  • 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 Humungosaur.
    • In "Nor Iron Bars A Cage", one of the Null Void robo-jailors actually goes "uh oh" at the impending prison revolt.
  • Panty Shot: Gwen in 'Andreas Fault' when she is preparing to kick Sir Dagonet. They're the oddly enough...the same color as her tights?
  • Playing Possum: Argit, to save himself from Crazy!Kevin's wrath at Plumber Academy.
  • Plot Induced Stupidity: 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.
  • 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-Ass-Kicking 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.
  • 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: 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.
  • 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.
  • 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".
    • 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.
  • 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: "Ben Tennyson: threat, or menace?"
    • 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.
    • During the showdown between Captain Nemesis and Ben, Captain Nemesis is referred to as the "old school" while Ben is called the "new hotness".
    • 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.
    • 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.
    • In "Ben 10,000", 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 Superman from different realities.
    • "Moonstruck" is a Whole-Plot Reference to the first two Terminator movies, as well as the old alien invasion movies from the 1950s.
    • 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.
    • 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.
    • In "Ben 10,000 Returns", when Kevin notices the strange fighting styles of the multiverse Ben counterparts under Eon's control, he asks Ben, "Since when did you learn ninjutsu?" Guess who else Yuri Lowenthal voices besides Ben? Sasuke Uchiha.
  • 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.
  • Stop Helping Me!: In "Prisoner #775 is missing", Gwen uses her powers to help Kevin fight said alien who has chameleon powers. Unfortunately, her directions come a little too late as the alien keeps moving. In the end, Kevin is knocked to the ground and he sarcastically thanks Gwen.
  • 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.
  • 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: Azmuth and Zenith. They're both named after astronomical terms.
    • "Albedo" means "mirror." In this case- a mirror image of Ben.
  • 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.
  • 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.[9]
  • 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.
  • 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.
  • Truth in Television: The Pacific Garbage vortex from "The Widening Gyre" is an actual thing. And it really is the size of Texas.
  • Turtle Power: Now in heroic and villainous flavors, Galapegus/Terraspin and Addwagia from "Where the Magic Begins".
  • 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
  • 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.
  • 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 Decay: Zombozo actually inverts this completely. He was from season 1 of Ben 10, come his return he's as scary as ever and is implied to have just buried someone when he first shows up.
    • The Hive's return also subverts this. While they don't near effortlessly conquer the world like in the movie, they're actually even more deadly than they originally were because they're smarter this time. 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 an actual competent and effective extremist group.
    • Played straight, though, with Darkstar. Just compare his appearances in Alien Force, where he was a competant, 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."
  • 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 Team-Up: 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.
  • 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 Pisciss in "Deep".
  • Wham! Episode: Both "A Knight to Remember" and "Solitary Alignment" reveal a lot about the leader of the Forever Knights, among other things.
  • What Do You Mean It's Not Awesome?: "I'm not going anywhere. Not until I finish my smoothie."
  • 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?: Grandpa Max and Gwen call Ben out[10] 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-Plot Reference: "Computer Games" is a 30 minute homage to the Spider Slayer from the Spider-Man comic.
  • 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.
  • 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? It's people proceed to fight a civil war over it. She ressurects 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 Will Be Assimilated: 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.
  1. ↑ They're married in real life.
  2. ↑ Before July and August were added to the calendar, December was the tenth month!
  3. ↑ Which is curious in itself, given that the last time Gwen went Andonite, she nearly didn't turn back.
  4. ↑ "The Eggman Cometh"
  5. ↑ "Night of the Living Nightmare"
  6. ↑ Though there is no control over dirt itself, the piledrivers built onto his arms allow him to cause small-scale earthquakes.
  7. ↑ Fun Fact - Daran Norris, who voiced Diamondhead in the first Live Action Adaptation, Race Aganist Time, voiced J. Jonah Jameson on The Spectacular Spider-Man. Richard Doyle, who voiced Enoch and Driscoll in the original series, voiced Senator Kelly on Wolverine and the X-Men.
  8. ↑ (who is liable to respond to such a thing with, shall we say, force)
  9. ↑ For those who don't remember, Ben was arguing that Gwen was obsessive for planning her birthday party 6 months in advance, in the middle of Summer. This places their shared birthdays in winter, and Kevin's apparently not too long before.
  10. ↑ Max out of curiosity since he agrees, Gwen incredulously since she doesn't
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