Heatblast

Heatblast (voiced by Steven Blum on Ben, Michael Reisz and Charlie Schlatter on
Kevin and Grey DeLisle on Gwen in the first series, David Franklin in the live-action
movie and Dee Bradley Baker in the second series) is a Pyronite (pyro meaning fire)
from the star Pyros.[1] Heatblast is Ben's first transformation, which was activated in "And
Then There Were 10" when Ben was tampering with the Omnitrix upon it first attaching
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 can fire streams of flame, create
fireballs, manifest tornadoes of flame, utilize said 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.[2] While under the influence of an illness, Heatblast's powers are
reversed, giving him cryokinetic powers allowing him to control ice instead of the normal
pyrokinesis. 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.[3]

Heatblast was confirmed by Dwayne McDuffie to appear in Ben 10: Alien Force Season
3.[4]

[edit] Wildmutt

Wildmutt (voiced by Dee Bradley Baker) is a Vulpimancer from the planet Vulpin (a
play on vulpine, which means fox).[5] Ben first transformed into Wildmutt in "And Then
There Were 10" after his second experiment with the Omnitrix. This was Ben's first
intentional transformation.

Wildmutt is a vaguely dog-like alien whose physical features are a cross between a lion, a
wolf and a gorilla.[6] Ben 10,000's Wildmutt has much more pronounced feline traits,
including stripes and a tail. Wildmutt's powerful arms allows 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 which 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 which can be fired off at will.[5] This ability is unique
to adult Vulpimancers, and since Ben's version is only ten years old, these quills haven't
developed. Wildmutt's weakness, though it is rarely an issue, is his lack of sight, which
can be impeded through various means,[5] 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.[7]

[edit] Diamondhead

Diamondhead (voiced by Jim Ward on Ben, Charlie Schlatter on Kevin and Vanessa
Marshall on Gwen in the first series, Daran Norris in the live-action movie and Dee
Bradley Baker in the second series) is a Petrosapien ("Petro-" referring to rocks, "sapien"
referring to an intelligent being; Petrosapien would mean "intelligent rock") from the
planet Petropia (a combination of the Greek "Petro-" and "topos", forming a word similar
to "rock place").[8] The planet was destroyed by Vilgax with assistance from Tetrax, who
unknowingly helped him create the weapon that destroyed his home.[9] 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 his body on demand or fire
crystal shards from his hands. This same ability also allows him to regenerate to an
extent, such as regrowing 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.[8][10]

Diamondhead makes an appearance in the third season premiere of Ben 10: Alien Force,
regenerating from Chromastone's remains after Vilgax destroyed him. Diamondhead's
appearance is slightly altered, with a primarily dark blue uniform that also covers part of
his head. In this series, his crystals can explode and he demonstrates the ability to
psychokinetically control the crystal he creates.

[edit] XLR8

XLR8 (voiced by Jim Ward) is a Kineceleran (a portmanteau of the words 'kinetic' and
'accelerate') from the planet Kinet (the first part of kinetic, which is movement energy).[11]
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.

XLR8 resembles a semi-armored velociraptor, the base creature for the form's design.[12]
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. Ben 10,000's XLR8 also has a
scanner built into the helmet, the product of nanotechnology Ben 10,000 uses to enhance
his aliens.[13] The Bandai profile for XLR8 describes the actual species much differently.
The profile states that Kinecelerans are vaguely elfin in appearance, with long hair, blue
skin, pointed ears, large tails, and oversized feet.[11] The Bandai profiles also create
another contrast: actual 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.[11] XLR8 has only once
encountered this problem, while speeding across ice.

XLR8 can manipulate friction to reach speeds of 300 mph 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.[14] 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,[11] but the series has never addressed this weakness.

[edit] Grey Matter

Grey Matter (voiced by Richard Steven Horvitz on Ben and Kari Wahlgren on Gwen in
the TV series and Carlos Alazraqui in the live-action movie) is a Galvan (the former a
play on actual grey matter and Greys, the latter a play on galvanization) from the planet
Galvan Prime.[15] Ben 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, such as in "A Small Problem".

Grey Matter is a gray-skinned, frog-like, bipedal alien only six inches tall; however, his
size belies his intellect, which is second to none. He can create almost anything from
spare parts and deduce the function of any device at a glance. This ability extends to
organic organisms also, determining the position of nerve clusters under the skin of an
alien creature he'd never seen before.[16] His size allows him to squeeze into small spaces,
and he can climb walls thanks 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
unsuited for battle, and hence Ben must outsmart his enemies while using the form.[15]
Showing a more light-hearted side of the Omnitrix, Ben, despite being able to understand
any device, does not consciously comprehend what he is doing, leading him to remark as
such. He is the only alien that has theme music.He may be in Ben 10 Alien Force
Vendetta.

[edit] Fourarms

Ben's preferred offensive form is Fourarms (voiced by Richard McGonagle on Ben,

Michael Reisz and Charlie Schlatter on Kevin and Vanessa Marshall on Gwen), 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.[17] Fourarms is the most used alien in the original series, since it is the form
that most suits 10-year-old Ben's fighting style: blindly rushing at the enemy with little
forethought. Ben first transformed into Fourarms in "Washington B.C." when he needed
to fight the giant mammoth that Dr. Animo had reanimated.

Fourarms is a twelve-foot tall, 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, especially when enlarging them is a
bad idea.[17] When under the effects of an illness, Fourarms' strength and stamina are
somewhat lessened and he develops pungent hives in his armpits.

[edit] Stinkfly

Another of Ben's more commonly used forms, Stinkfly (voiced by Dee Bradley Baker on
Ben and Charlie Schlatter on Kevin) is a Lepidopterran from the swamp planet
Lepidopterra (a play on lepidoptera, the scientific name for butterflies and moths).[18][6]
Ben first transformed into Stinkfly in "Washington B.C." when he had to save Gwen after
she fell from the Washington Monument.

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

praying mantises specifically).[6] 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 through flatulence. 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.[18]
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.[18] 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.[19]

[edit] Ripjaws

The aquatic alien Ripjaws (voiced by Fred Tatasciore) is a Piscciss Volann (from piscēs,
the Latin word for fish) of the water planet Piscciss.[20] Ben first transformed into Ripjaws
in "The Krakken" in order to take the Krakken's eggs back from Jonah Melville. Because
of the extremely specific conditions required to maintain Ripjaws, he is the least used
Omnitrix alien, and is not seen for the entirety of the third season.
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. Ripjaws can also withstand a remarkable amount of pressure,
and 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.[20]
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.

[edit] Upgrade

Upgrade (voiced by Tara Strong on Ben, Charlie Schlatter on Kevin and Paul Eiding on
Grandpa Max) is a Galvanic Mechomorph (mecho- meaning machine and -morph
meaning shape) of the moon Galvan B, which orbits Galvan Prime. Though originally
uninhabited, Galvan B was accidentally brought to life when Galvan scientists introduced
self-replicating nanotechnology to the moon, which bonded with the moon's minerals and
created sentient life.[21] Ben first transformed into Upgrade in "Permanent Retirement" to
stop some criminals who were robbing an ATM. 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.[21]

This makes restraining or harming him difficult, as he can "melt" to avoid either and will
quickly regenerate from any damage taken.[22] 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.[21] Even without a machine at hand,
Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it.
Upgrade is also capable of forming simple constructs from plasma, such as spikes.
Upgrade's weakness is his specialization: being technology-oriented, Upgrade cannot
possess biological creatures, and sentient or more powerful robots are harder for him to
control. Upgrade's liquid-metal composition can also work against him, namely where
electrical attacks are concerned. Furthermore, any sort of metal corrosive can upset
Upgrade's delicate internal workings and wreak havoc on his systems. He has also proven
to shoot green lasers when he is angry, though this has rarely happened.[21]

[edit] Ghostfreak

Ghostfreak (voiced by Steven Blum in the first series and Jeff Bennett in the second
series) is an Ectonurite (ecto playing on ectoplasm) from the perpetually dark planet Anur
Phaetos (phaetos playing on phantom). Ectonurites are part of a hive mind, which is
contained within the vast genetic memory of every Ectonurite.[23] Ben first transformed
into Ghostfreak in "Permanent Retirement" when he wanted to get away from his Aunt
Vera for a while. Ben's version of Ghostfreak outwardly resembles a one-eyed ghost, the
result of a second skin, while Ghostfreak's true form is that of a wraith-like genie with
blue claws, decaying skin, and an exposed, upside-down skull with a single eye for a
head. In Ben 10: Alien Force, his claws are white and he has additional white spikes on
his back.

Ghostfreak is composed of a variable-density protoplasm which allows him to render

himself and others invisible and/or intangible at will. Ghostfreak can levitate freely, and
he doesn't require oxygen, allowing him to survive in a vacuum. For the short time Ben
has access to the form, it has no real weaknesses to speak of, aside from Ben's limited
access to its true powers. The second skin protects him from Ghostfreak's otherwise fatal
aversion to sunlight, and also allows Ben to frighten his opponents by pulling back the
skin to reveal his true form beneath. The second skin also has 'tracks' on it, along which
Ben can move his single eye, allowing him to see anywhere the tracks go.

In his true form, revealed once Ghostfreak's personality becomes dominant, Ghostfreak
demonstrates a number of powers Ben himself cannot use. In addition to the standard
invisibility and intangibility, Ghostfreak can render others intangible through physical
contact. His intangibility also enables him to possess humans, controlling them from
within. Ghostfreak also has powerful psychic abilities such as telepathy and telekinesis.[23]
His true form also has a flock of tentacles protruding from his chest, which can be used as
extra appendages. In total darkness, these features become even more pronounced, and he
can fire energy blasts from his chest.[24] However, having torn off the protective skin Ben
made use of, Ghostfreak is extremely photosensitive, spontaneously combusting and
turning to stone when exposed to direct sunlight over a prolonged period.[23] He is also
unable to possess Ben while in alien form, as the Omnitrix repels negative forces aimed
at it, but can possess other true aliens. Ben loses access to the form in "Ghostfreaked
Out", but, at the end of "Be Afraid of the Dark", Ben gains the natural Ectonurite form,
though he never used it for the remainer of the first series.

Ghostfreak makes an appearance in the third season of Ben 10: Alien Force in the
episode "Ghost Town". Sometime between the two series, Ghostfreak was removed from
the Omnitrix and placed in a special prison that uses solar energy to keep him trapped.
Ghostfreak's appearance is slightly different, with a tentacle for his tail, some bones
sticking out of his back, and his energy rays are colored blue. Vilgax releases him in
exchange for the location of Primus, after which Ghostfreak betrays him and takes over
Vilgaxia. Here, Ghostfreak is more powerful than ever, as he demonstrates the ability to
convert other living beings into "Ghostfreak minions" which are visually similar to the
sunlight-shielded form in the original series, and his previously unseen telekinetic
abilities. Ben uses the Omnitrix to absorb Ghostfreak, and after being briefly taken over
by Ghostfreak's personality, manages to regain control. This allows Ben to regain
Ghostfreak as an additional alien for the series, but whether he can control him has yet to
be seen.

[edit] Additional forms

Starting with the second season, Ben begins unlocking new forms, either through DNA
sampling or pure chance.

[edit] Cannonbolt

Cannonbolt (voiced by Fred Tatasciore on Ben and Vanessa Marshall on Gwen in the
first series and Dee Bradley Baker in the second series) 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, which
Wildmutt also originates from. The Vulpinic Tortugans are Pellorotors that moved to
Vulpin, then mutated due to the pollution and developed the ability to breath fire.[25] 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,
[26]
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[26] to
extreme heat.[24] 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.[26] The drawback is that Cannonbolt quickly
picks up inertia, which can make hitting more maneuverable targets difficult, as he can't
slow down quickly.[27] In addition, Cannonbolt's speed and maneuverability is limited
outside of his ball form, owing to his bulk and high center of gravity.[26]

Cannonbolt makes an appearance in the second season finale of Ben 10: Alien Force after
Azmuth unlocks the Omnitrix master control. His appearance is the same as in the
original series, with the exception of Omnitrix symbol, which has been moved to his
chest, his eyes now being green instead of yellow, the lower black stripe being gone, and
has a hint of orange in his shells. In the third season, he becomes one of Ben's regularly
used aliens.

[edit] Wildvine

Wildvine (voiced by Jim Ward) is a Florauna (a combination of flora and fauna) from the
planet Flors Verdance (a combination of flora and verdens, Latin for green). Wildvine
makes his first appearance in the episode "Camp Fear" as an accidental transformation.

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.[28] Ben has never encountered this problem, likely
due to the limited periods in which the form is used.

[edit] Benwolf

Benwolf (voiced by Tara Strong) is a Loboan (as in Lobo, Spanish for wolf) from the
Anur Transyl moon, Luna Lobo (literally translating from Spanish as "Wolf Moon").
This character 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, 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.[29]

Benwolf more or less resembles a werewolf, with the exception of a quadri-hinged

mandibled mouth. In keeping with this, Benwolf has enhanced strength, speed, agility,
and senses.[30] By opening his mouth, Benwolf can emit an ultrasonic howl capable of
shattering rock. The only weakness of the form is that it appears to be colorblind.

[edit] Benmummy

Benmummy (voiced by Richard Green) is a Thep Khufan (playing with the word Khufu,
an Egyptian pharaoh) from the desert planet Anur Khufos. This character 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. Ben first uses the form in "The
Return" to fight off the Yenaldooshi. The credits give the name "Benmummy," though
Ben never named it on-screen. 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.

Benmummy is composed of a bandage-like material that can be reshaped at will,

allowing Benmummy to stretch his limbs, similar to Wildvine, split apart to dodge
attacks, and instantly regenerate damage, even impalement and dismemberment. He is
also deceptively strong, able to throw a creature as heavy as Diamondhead with little
effort. The material that makes up his body, however, is fairly weak on its own, and can
be torn with relative ease. Benmummy's body is also fairly light because of it, making
him susceptible to strong winds or other pulling forces.[31]

[edit] Benvicktor

Benvicktor (voiced by Michael Dorn) is a Transylian (a play on the region of

Transylvania, the setting for many monster movies) from the planet Anur Transyl. This
character 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 Vicktor in "Be Afraid of the Dark",
during which time Doctor Vicktor accidentally grabs the Omnitrix. Ben uses the form
later in the same episode to fight Ghostfreak. The credits give the form's name as
Benvicktor, even though Ben himself has yet to name it.[24] Benvicktor looks slightly
different from Doctor Vicktor, the source alien. Benvicktor sports longer hair, a smaller
left eye, and generates green lightning rather than purple.[24]

Benvicktor's main power is the ability to manipulate electricity, which is generated by the
structures on his back. With this power, he can channel electricity through metal surfaces
or fire it as powerful bolts from his fists. His body is made of an organic metal which
conducts this electricity, as well as making him quite strong and durable. The metal can
also be magnetized to allow him to stand firmly on metal surfaces.[24]

[edit] Upchuck

Upchuck (voiced by Dave Wittenberg in the first series and Dee Bradley Baker in the
second series) 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'[32] and the XI being the roman numeral for eleven).[33] Upchuck first appears
in the episode "The Visitor", in which an alien named Xylene enters a code into the
Omnitrix to activate the form.

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.[33] He can also eat energy. Upchuck also seems to have impressive
stamina for his size, as he is able to take on the impact of a moving car [34] 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 for the alien form to not like the food. However,
Gourmands can apparently out grow this, as in Ben 10: Alien Force, Upchuck proves
capable of drinking the liquid from a magically animated giant smoothie cup, but does
not digest it.

Upchuck, like Way Big and Cannonbolt, returns in the second season finale of Ben 10:
Alien Force after Azmuth unlocks the Omnitrix master control. His appearance is slightly
different from the original series, with the Omnitrix symbol moved to his chest from his
left-hand, a new color scheme consisting of shades of brown and yellow with black spots
on his skin, a higher voice, and green eyes instead of white. In "Vengeance of Vilgax",
Upchuck is the first instance of an incorrect transformation by Ben's recalibrated
Omnitrix. Apparently, he can eat organic food now, as shown when he was drinking the
Mr. Smoothy Charmcaster brought to life.

[edit] Ditto

Ditto (voiced by Rob Paulsen) is a Splixson (based on the word "split") from the Earth-
like planet Hathor (the first syllable of this name being similar to the word "half"). Ditto
first appears in "Divided We Stand".

Ditto is a small, humanoid alien with the ability to clone himself without limit. Every
clone operates independently, regardless of whether or not Ben wants them to, and each
clone 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 (as seen with
Dr. Animo's Ditto-enhanced Stinkfly mutants), which negates the usefulness of making
large numbers of clones. The child-size Ditto is also no stronger or faster than his size
and build suggests.

When the Omnitrix times out, the Ditto clones are forcibly recombined into one before
the transformation reverts. If one or more clones are isolated from each other when the
Omnitrix times out, the timer will reset periodically until they are reunited. This only
seems to apply when a clone is physically unable to reunite with the others; in open air,
the clones will float to each other over great distances in order to facilitate the
transformation. It is implied that the reset "glitch" forces the Omnitrix into a state where
the next transformation is timed out much faster than usual, due to the strain of being
active through multiple timeouts.He may be in Ben 10 Alien Force.[35]

[edit] Way Big

Way Big (voiced by Fred Tatasciore in the first series and Dee Bradley Baker in the
second series) is a To'kustar (from the Japanese term "tokusatsu", given Way Big's
resemblance to characters from the Ultra Series), not so much an alien species as an
anomaly created during cosmic storms.[36] He is by far the biggest alien in Ben's arsenal.
He is about 100 feet tall. [9] Way Big's size grants him extraordinary strength and
invulnerability to most attacks.His only weakness is because of his size, he is easily
visible to enemies.

Way Big first appears in Ben 10: Secret of the Omnitrix, when Azmuth activates it on the
Omnitrix so Ben can fight off Vilgax's army. His only appearance in the TV series itself
was in "Ken 10" when Ben loses his temper and viciously beats Kevin 11,000 into the
ground after he injures 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. He now has green eyes
instead of yellow, blades on his feet and arms, and a few changed facial features. He is
one of Ben's regular and most powerful alien in the third season.
[edit] Eye Guy

Eye Guy (voiced by Dee Bradley Baker) was introduced in the first alternate opening of
Ben 10: Secret of the Omnitrix, replacing Heatblast during the fight with Doctor Animo.
[37]
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 batlike 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", where Ben was attempting to
prevent the Negative 10 from stealing the Sub-Energy.

[edit] Eon

In the film Ben 10: Race Against Time, the alien Eon (played by Christien Anholt), a
Chronian from Chronia (both play on the Greek word "chronos", meaning "time" ), uses
the Omnitrix to turn Ben into a younger version of himself, due to the fact that the Hands
of Armageddon needed the energy of a young Chronian to activate. He also deactivated
the failsafe so his DNA would completely overtake Ben's personality, essentially
changing Ben into a clone of himself. As Eon, Ben activates the Hands of Armageddon,
but returns to normal after Gwen manages to reach Ben inside Eon.[38] Like the original
Eon, the Omnitrix clone has vast time manipulation powers, though Ben himself exhibits
little of them besides energy projection.[38]

[edit] Ben 10,000 forms

In the episode "Ben 10,000", set twenty years into a possible future, a thirty-year old
version of Ben has access to 10,000 different aliens, of which he demonstrates three not
yet accessible by the present Ben. Among them are:

• Spitter (voiced by Dee Bradley Baker) is a Spheroid from the rainy planet
Scalpasc. A large, blowfish-like alien, Spitter has the power to spit slime at high
pressures.[13]
• Buzzshock (voiced by Tara Strong) is a Megawhatt (the electric aliens from
"Tourist Trap") from the Nosedeen Quasar (a megawatt is a unit of power equal to
one million watts, while quasars are astronomical bodies capable of producing
vast amounts of energy).[13]
• Arcticguana (voiced by Tom Kane) is a Polar Manzardill, one of many types of
Manzardill, from the polar ice caps of X'Nelli. He is a blue iguana-like alien that
can breathe freezing vapor.[13]

A number of alien forms were mentioned in the episode "Ken 10", although none have
made an onscreen appearance. Snakepit, Sandbox, and Shellhead were among Ken's
starter aliens. Of the three, only Shellhead is described, being a turtle-like alien whose
only power is to hide within its shell for defense. Another of Ken's initial aliens was
Toepick, until he was replaced by Grey Matter (Ken described him as too gross even for
him). Ken also mentions one called Atomix, expressing disappointment that it was not
among his choices.

[edit] Ben 10: Alien Force forms

In the sequel series, Ben 10: Alien Force, an older Ben gains ten new alien forms from a
recalibrated Omnitrix.[39] The aliens were designed by mixing and matching the powers of
the aliens from the original series.[40] In the second season finale, "War of the Worlds",
Ben briefly gains access to the Omnitrix master control. After it is reset, his selection of
alien forms is altered to include new forms and some from the original series.

[edit] Original ten

[edit] Swampfire

Swampfire (voiced by Dee Bradley Baker) 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 gas, and the ability to shoot fire
from his palms, which can also be used to launch his body for flight (similar to
Heatblast).

The fire is created by igniting methane naturally produced within his body, which makes
him stink.[41] He can also produce seeds which 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.[42] Swampfire is Ben's first transformation when
the Omnitrix is recalibrated in "Ben 10 Returns".

[edit] Echo Echo

Echo Echo (voiced by Dee Bradley Baker) is a silicon based life form known as a
Sonorosian from the planet Sonorosia (both a play on sonar).[41] He is a small white alien
whose body is a living amplifier. He can scream at ultrasonic frequencies capable of
overloading machinery and stopping projectiles in mid-flight. He also has the ability to
duplicate himself, not unlike Ditto, but different in that the clones aren't linked in any
way, allowing entire groups to be knocked out without hampering the rest.

By combining these two aspects, Ben can create the "Wall of Sound", where he and his
clones can redirect projectiles back to their source by bouncing them off of strategically
placed clones.[43] He can also use echolocation,[44] channel vibrations to enhance his
power,[45] and transmit sound waves through speakers (such as phones).[46] He first
appears in "Ben 10 Returns" when Ben fights a robotic dragon controlled by the Forever
Knights.
[edit] Humungousaur

Humungousaur (voiced by Dee Bradley Baker for Ben and Azmuth) is a Vaxasaurian
("sauria" being a clade of lizards), a 12-foot tall humanoid dinosaur alien from the planet
Terradino (a play on "terra", Latin for earth, and "dino" from dinosaur).[41] He has great
strength and a thick layer of skin which 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. His
strength increases as he grows, and his dinosaur features become more pronounced,
growing Stegosaur-like plates on his back and spikes on his tail. His first appearance is in
"Ben 10 Returns" when Ben fights a swarm of DNAliens.

[edit] Jetray

Jetray (voiced by Dee Bradley Baker) is an Aerophibian (a play on "aero" for air and
"amphibian") from the planet Aeropela.[41] Jetray is a manta ray-like alien capable of
flying and swimming faster than XLR8, being able to reach significant fractions of
lightspeed. He can fire neuroshock blasts from his eyes and tail that are strong enough to
carve through stone. Jetray first appears in "Everybody Talks About the Weather" when
Ben needed to chase after Alan Albright, a human/Pyronite hybrid. He's also a very
durable alien, being able to resist numerous punches from Vilgax without even a scratch.

[edit] Big Chill

Big Chill (voiced by Dee Bradley Baker) is a Necrofriggian ("necro", meaning death, and
"frigid", meaning very cold) from the planet Kylmyys (the Finnish word for coldness).[41]
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. Counter-intuitively, Big Chill is easily
capable of withstanding extreme heat, which he feeds on, at one point drinking molten
metal directly from a massive smelting cauldron. He first appears in "Kevin's Big Score"
to chase down Kevin after he stole the Rustbucket. He can also make ice beams from his
hands, as shown in "Birds of a Feather" and "Single-Handed".

Big Chill's species asexually reproduces, laying eggs once every eighty years. They build
a nest out of digested metal, from which their offspring hatch. The newborn
Necrofriggian live in space, feeding on solar plasma. When Ben goes through this
reproductive cycle, Big Chill takes over his personality, causing Ben to unwillingly
transform into Big Chill to carry out his task.[47]

[edit] Chromastone

Chromastone (voiced by Dee Bradley Baker) is a Crystalsapien from the planet

Morotesi (which is the Turkish word for ultraviolet) and related to the Petrosapians.[41]
Chromastone 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(also known as a spectrum
blasts). He can also allow it to pass harmlessly through his body(refraction, which can
also 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. But, as revealed by its genetic donor,
Sugilite, Chromastone can also fly.

He first appears in "All That Glitters" to stop a group of zombified schoolgirls.He has
superhuman strength and is nearly invulnerable to harm and also has the ability to fly as
revealed in "The Secret of Chromastone." However, he can be damaged with significant
force. In "The Vengeance of Vilgax," Chromastone is destroyed by Vilgax and his
remains were regenerated into Diamondhead once Vilgax tried to get the Omnitrix from
Ben and has not been seen in the series since. It is later revealed that Chromastone is still
present in the Omnitrix, even after Sugilite is released from the device by Tetrax Shard to
restore Petropia.

[edit] Brainstorm

Brainstorm (voiced by Dee Bradley Baker) is a Cerebrocrustacean (a play on

"cerebrum" and "crustacean") from the planet Encephalonus IV (a play on "encepha-", a
prefix referring to the brain).[41] Brainstorm is a genius crustacean alien with the ability to
control electrical energy and project force fields around himself and others through
thought, accomplished by opening the exoskeleton plates on his skull. He also has the
power to levitate. Also, it is shown in "Single-Handed" that he can make electricity from
his pincers without needing to open his skullplates, as well. In this form, Ben speaks with
much greater diction and with a British accent.

He first appears in "Pier Pressure" to battle Ship. Brainstorm is Ben's first accidental
transformation in the new series, and the first alien that Ben thinks up a name for (Ben
simply shouts out the names of the other aliens upon using them). However, unlike the
accidental transformations in the previous series, this one was caused by the dock shaking
and causing the Omnitrix to cycle to Brainstorm instead of Jetray.

[edit] Spidermonkey

Spidermonkey (voiced by Dee Bradley Baker) is an Arachnichimp (a play on arachnid

and chimpanzee) from the planet Arahnascimmia [41] (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 spin webs that he can swing from or
create nets from his tail, and stick to walls. When Ben transforms into Spidermonkey, he
talks in an excited, childish tone and displays mischievous characteristics with occasional
monkey-like screeching. As seen in "What Are Little Girls Are made of?," Spidermonkey
can be tied by his own webs.
He is first seen in "What Are Little Girls Made Of?" when Ben uses him to fend off his
grandmother, Verdona Tennyson.

[edit] Goop

Goop (voiced by Dee Bradley Baker on Ben, and James Remar on Vilgax) is a
Polymorph (a word meaning "many shapes") from the planet Viscosia (a play on
"viscosity").[41] He is a shape-shifting, self-regenerating green blob that weighs 200
pounds. Goop controls his slime through an artificial gravity generator in the shape of a
small UFO. The UFO allows the slime to take any shape and levitate. However, if the
UFO and the slime are separated by even a short distance, the slime will become inert
until the UFO recollects it. Goop's slime can be made acidic,[48] and the UFO'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 an alien robot. In "Primus", Vilgax was
able to activate Goop on the Omnitrix, but Ben turned off Goop's synthetic gravity and
turns Goop back into Vilgax.

[edit] Alien X

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

meaning "wise" in Latin) from the planet Zvezda (meaning "star" in the Slovenian,
Croatian and Serbian language or "knowledge" from veda in Sanskrit).[49] Alien X is
capable of warping reality at a whim. He has a black body covered with tiny white stars,
black feet, green eyes, and three horns protruding from his head. Alien X possesses three
distinct personalities: Serena (voiced by Vicki Lewis), the voice of love and compassion;
Bellicus (voiced by Kevin Conroy in the series and Jeff Bennett in the Ben 10 Alien
Force: Vilgax Attacks), the voice of rage and aggression; and 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 thirds of Alien X's personalities must agree to do so.
As both Serena and Bellicus have been arguing for an eternity, and before Ben 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. Alien X first
appears in "X = Ben + 2", where Ben uses the form to stop a flood caused by a broken
dam. After much fruitless argument, Ben eventually convinces them to let him leave and
use a different alien form to stop the Incursions. After the threat is over, Ben resolves to
never transform into Alien X again, stating that it isn't worth the price the power comes
at.

Alien X appears as an NPC in Ben 10 Alien Force: Vilgax Attacks. When Psyphon starts
to use the Null Void projector on Ben, Paradox tells Ben that now is the time to use Alien
X. Upon transforming Alien X, Ben tells Bellicus and Serena that if they don't help him
save Earth, it will be destroyed along with them. This causes Alien X to use its powers to
deflect the Null Void Projector's beam right back at Vilgax and Psyphon.
[edit] Additional forms

[edit] Lodestar

Lodestar (voiced by Dee Bradley Baker) has the power to create magnetic fields, similar
to Marvel Comics' Magneto, enabling him to repel, attract, and control metallic objects.
In the episode "Busy Box," it is also shown that he can emit magnetic pulses. Dwayne
McDuffie also says he has super strength. 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, and a mouth that doesn't move
when he speaks. His voice is metallic and robotic. His head levitates between his
shoulders.

[edit] Nanomech

Nanomech (voiced by Alex Winter) is a miniature carbon-based silicon lifeform,

introduced in the film Ben 10: Alien Swarm. He is a Nanomechian from the "hive"
planets. He is created by scanning the DNA of living alien microchips. In the form, Ben
can shrink to microscopic size, fire energy blasts, and alter 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, though 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 (Ben comments that he's "half-human, half-
drone"). The Queen even calls attention to it, noting that Ben is stronger than an ordinary
drone.

[edit] Rath

Rath (voiced by John DiMaggio on Ben, and Dee Bradley Baker on Azmuth) is an
Appoplexian (a play on "apoplexy", a part of the brain that deals with anger) from the
planet Appoplexia (confirmed By Dwayne McDuffle). His appearance looks like a large,
musclebound, humanoid tiger with no tail. Apparently, 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 his foes.
According to Kevin, Appoplexians believe any problem came solved by hitting it, to
which Rath replies "Not true! Sometimes you have to hit things a lot!"

Rath has super-human strength and agility, enabling him to jump great distances and lift
objects many times his weight. He also possesses a large, extendable, black claw on each
wrist. This claw can be used to stab opponents or to create a shockwave when stabbed
into the ground. He is also extremely durable, being shown to be able to survive in space
and take a laser blast full on with no apparent effect. Rath's only apparent weakness is his
lack of intelligence and high aggression. This causes Rath to become easily distracted and
difficult to stop once he starts fighting. Otherwise, he is one of Ben's most powerful
aliens. While in this form, he calls people by their full name and usually says "Whatever"
and "Let me tell you something..." similar to a wrestler. However, he is not above
compassion, as Rath grew very attached to the baby alien they were escorting, becoming
very protective of him. He is first seen in "The Con of Rath."

Amphibian

Amphibian is a blue jellyfish-like alien with long slimy tentacles and white lines on his
body. He also has green eyes. He can shoot electrical blasts and can swim very fast.

Armodrillo

Armodrillo looks like a yellow mechanical armadillo with drills for hands on his arms.
He has drilling powers and is really fast.

Water Hazard

Water Hazard resembles a red robot with gray and black body parts, and a small head
inside a red helmet, that can fold back. He can shoot water from his hands and can
possibly control water.

Terraspin

Terraspin looks like a big turtle with a brown shell and a tan body, with big flat hands.
Terraspin can spin to create large amounts of wind, possibly tornadoes.

NRG

NRG looks like a large robotic gas tank with a grille on his face, which glows. NRG can
shoot energy beams and can create intense heat.