List of Ben 10 characters

This is a list of characters in the American animated television series Ben 10 and its sequel Ben 10: Alien Force. This list only includes characters which have appeared in more than one episode.

Heroes

Ben Tennyson

Benjamin "Ben" Tennyson (voiced by Tara Strong and portrayed by Graham Phillips in the live action film Ben 10: Race Against Time) is the main protagonist of the series. He is a typical ten-year-old boy—he plays video games, rides his bike, and often gets into mischief. When Ben finds the Omnitrix, it latches onto his arm. Unable to remove it, he uses its powers to become a superhero. However, he finds the job trickier than he imagined, especially with the evil alien warlord Vilgax pursuing him relentlessly to retrieve the Omnitrix.

Ben is something of a glory hog, sometimes taking credit that he does not deserve. He also tends to be a sore loser, especially when it is Gwen - with whom he shares a love-hate relationship - who outdoes him. Ben is not above using the Omnitrix to pull pranks, even during urgent situations. In spite of all this, Ben is good-hearted and will stop at nothing to protect his family or anyone in danger. Even when not in alien form, Ben's resourcefulness has saved himself and others from many a dire situation, especially when the Omnitrix cannot activate or does not provide him with the form he originally wants.

Ben's relationship with Gwen in the original series is complex. The two of them bicker almost constantly, can hardly agree with each other on anything (the only exception being their dislike of Max's bizarre cooking), and their fights have, on occasion, even led to physical confrontations. Despite all of this, they truly care about each other, showing genuine concern when the other is in serious danger. A prominent example is in Ben 10: Secret of the Omnitrix, when Ben is deeply saddened when it is thought that Gwen had died, and hugged her while in tears when it is revealed that she had survived.

In the sequel, Ben 10: Alien Force, Ben (now voiced by Yuri Lowenthal) is a much more mature and resourceful character, having learned the value of teamwork through his role as a goalkeeper for his soccer team, and at the same time growing out of his childish antics. He now sports a black shirt, a green jacket with a white vertical line ith the number 10 on it, while his soccer uniform resembles his original clothing. He found a way to remove the Omnitrix roughly five years before the series began, allowing him to live a normal life. When Grandpa Max goes missing, he teams up with Gwen and a reformed Kevin to find him. Ben is now far more adept at using the Omnitrix, actually thinking about which alien would be most effective against an opponent or the most appropriate for a situation, rather than simply selecting the one with the most physical power as he originally did. That the new Omnitrix does not malfunction as it once did helps. His relationship with Gwen is also better; they no longer fight, and their quips about one another are more friendly. It is seen that Ben's favourite foods are pickes and chilli fries.

When Ben puts the Omnitrix back on, it recalibrates, giving him access to a new set of alien forms; in addition, it reconfigures into a more watch-like shape and gains additional abilities, such as repairing genetic damage. It also carries a new weakness: if Ben's aliens are hurt, Ben himself retains the injuries when he reverts to human form, though this has not proven to be any real problem so far. Contrary to the Omnitrix's previous ill-timed deactivations, the new Omnitrix seems to remain active as long as it needs to. Ben changes back to human form at will, and does not need to wait to transform into another alien. However, its power will eventually deplete and requires time to recharge. Furthermore, too many instant transformations will cause the Omnitrix to shut down abruptly and Ben is not able to transform into antoher alien for a while.

Gwen Tennyson

File:Gwen tennyson.jpg

Gwen in the original series

Gwendolyn "Gwen" Tennyson (voiced by Meagan Smith) is Ben's ten year-old cousin (the two share the same birthday). Haley Ramm portrays Gwen in the live-action film, Ben 10: Race Against Time.

Gwen shares a love-hate relationship with Ben, insulting him with dry wit and sarcasm most of the time. She uses her laptop to research any strange people and/or creatures they might come across, and is a capable gymnast and has had some training in martial arts. She has also shown an almost innate skill in using various complicated devices or objects, such as in the "What If?" episode "Gwen 10", when Gwen gained the Omnitrix instead of Ben and proved to be far more adept in its use than he initially was.

Overall, her most notable skill is her innate, if latent, ability at magic. Having within her what Charmcaster calls a "magical aura", Gwen is capable of using various magical artifacts and spells. When using the magical, luck-giving Charm of Bezel, she was able to activate it instinctively, whereas Hex did or could not. Later on, when she takes and uses his staff, she was able to make it fire an energy blast — according to Charmcaster, only someone of Hex's skill should have that ability. Gwen starts tapping into her magical powers when she procures a book of spells from Charmcaster in the episode "A Change of Face".

On two occasions, Gwen has the Charms of Bezel to become a superheroine by the name of Lucky Girl. At first, her ability drew from the "luck" Charm of Bezel, which innately gave her perfect luck. While wearing the charm, any action she took would result in an Rube Goldberg-style chain reaction benefitting her original intent, but usually injuring Ben in the process. She later brought back her superhero identity after obtaining the Keystone of Bezel, which increased her natural abilities to superhuman levels rather than just affecting her luck. Both times, Gwen was forced to retire when the Charms of Bezel were destroyed.

In the sequel, Ben 10: Alien Force, Gwen (voiced by Ashley Johnson) is now a black belt. In this version, Gwen wears a plain, blue shirt with a white collar, a black skirt with black tights, her hair is much longer and darker, her eyes are much darker, and her lips are more visible. Her magical abilities have also grown considerably. She is able to create energy constructs for nearly any purpose, usually creating platforms to levitate herself (and others), beams to grab enemies, and circular blasts to knock enemies back. She also has a wide range of other loosely defined magical abilities, such as dowsing and clairvoyance. Her powers are revealed to be alien in origin; her grandmother, Verdona, is an energy being known as an Anodite. Verdona tells Gwen that what she and others originally thought of as "magic" was actually the manipulation of a Force-like energy called mana. Verdona offers to take Gwen to her home planet and train her in the mystical ways of the Anodites, but Gwen prefers to remain on Earth with Ben and Kevin. She hates being called an "energy being", referring to her Anodite heritage.

Max Tennyson

Maxwell "Max" Tennyson (voiced by Paul Eiding), or Grandpa Max as his grandchildren call him, is the 60-year old, rather overweight and a bit slow at times, paternal grandfather of the cousins Ben and Gwen Tennyson. With a keen sense for adventure and a strange taste in food (the only topic about which Ben and Gwen never argue), Max always ends up taking the kids on interesting trips. As soon as school lets out, Ben looks forward to going on a traditional summer road trip with Max in a motorhome nicknamed "The Rust Bucket", which Max has modified with advanced technology. The Rust Bucket is a replica of a GMC Classic Motorhome. In the live action Ben 10 film, Max is played by Lee Majors.

Max was once in the Army, had joined the astronaut program, and was a "plumber" (among other things, it seems) and has been through his share of scrapes; he takes his grandson gaining superpowers in stride and supports Ben in any way he can. Ben and Gwen were ignorant of this at first, believing him to have been a literal plumber. They began questioning this after several incidents in which he displayed knowledge and skills that a plumber would not normally have; everything from military-style hand signals to a working knowledge of nuclear reactors. Throughout the first season, it seems that Max knows far more about aliens than he lets on, which climaxes in the season finale, where it is revealed that he and Vilgax are old enemies, with Vilgax even going so far as to call Max "a thorn in his side."

In reality, Max was indeed a plumber, but not the kind that Ben and Gwen thought he was. He was part of a government organization called "The Plumbers" which dealt with extraterrestrial, paranormal, and other situations that many others could not handle. Their base was beneath Mount Rushmore. The group was disbanded shortly after Max defeated Vilgax for the first time, suggesting that Vilgax had been largely responsible for the various incidents they dealt with. Max was to have been among the candidates eligible for the Apollo 11 mission, and would have gone were it not for other concerns.

By the age of 80, Max has further modified his RV, grown a beard, and lost his right arm in the Limax Wars of 2017. In its place, he uses a neuroprosthetic replica of his arm, which can also extend and transform into a selection of futuristic weapons. Further in the future (now 92), around when his great-grandson Ken is 10, Max has lost his beard and much of his weight and height, which was explained as being due to his age and a steady diet of futuristic health food; in this future, his cybernetic arm appears far more mechanical, as opposed to before, when it appeared to be an exact replica of his original arm.

Max is an old friend of an alien named Xylene. She had intended to send the Omnitrix to Max, but Ben found it by accident. Max and Xylene seem to have been romantically involved and work well as a team. Xylene tries to convince Max to form a partnership and travel across the galaxy with her, but Max eventually turns her down twice: the first time due to his duties as a Plumber, and the second time due to his need to look after the kids.

In Ben 10: Alien Force, Max looks mostly the same as before, save for a couple of minor wrinkles and whiter hair. He disappears shortly before the start of the series, leaving only a holodisc with a message for Ben. In the message, he states that he is investigating renewed alien activity on Earth and that Ben need not worry. A follow-up message erroneously claims that he has the Omnitrix, followed by an image of a DNAlien flickering at the end, possibly meaning that the message (the part about the Omnitrix, at least) was recorded by a DNAlien, perhaps the one that Ben confronted in the Rustbucket. In "Kevin's Big Score", Kevin tracks down a second holodisc containing a message from Grandpa Max. This one, while still cryptic, does not contain any hints of deception as the first does. In it, Max advises Ben to form a team to fight the alien threat, recommending that he track down other child Plumbers. He appears in person in "Max Out", where he infiltrates a Highbreed factory to rescue Ken Tennyson (Gwen’s brother, not Ben's future son), and is captured by him, partially mutated into a DNAlien. He is reunited with Ben and Gwen when they come to free him. In order to stop the factory from mass-producing DNAliens, Max uses a Null Void Projector (minus the focusing lens) as a hand grenade to destroy everything within a half-mile radius, seemingly killing himself in the process.(It is possible he was sent to the Null Void)

Kevin Levin

Kevin Ethan Levin (voiced by Michael Reisz in his first appearance, Charlie Schlatter in his following ones, and by Greg Cipes in Ben 10: Alien Force) is a mutant with the ability to absorb any type of energy and release it at will, though he seems only able to release electricity, or he may simply favor this due to its offensive potential. The energy can be used to activate or overload various machines and can also be used to make energy blasts. Kevin was abandoned before the start of the series due to his powers, and has been alienated ever since, this has lead to him developing anti-social behavior disorders that border on sociopathy, however, he is reformed over the course of Ben 10 Alien Force, and rejoins society and apparently reconciles with his family. When absorbing energy from the Omnitrix's aliens, he becomes an incomplete, but effective, version of that alien. In his first appearance in "Kevin 11", he is first encountered by Ben in an arcade, where he was assaulted by bullies and saved by Ben as XLR8. The two attempt to steal video games from a warehouse and get caught by the police, forcing Ben to reveal his powers to him in order to escape. Eventually, Ben breaks off their partnership when Kevin rigs two trains to collide, not caring that hundreds of innocent people would be killed. He then absorbed the abilities of Heatblast and Fourarms, using the former form's powers to get revenge on those who had wronged him. He absorbed the latter form's powers during his second battle with Ben to even the odds. After trying to take the Omnitrix from Ben, the Omnitrix emitted a feedback pulse to prevent Kevin from taking it, seemingly neutralizing his power. Kevin, however, exhibits the ability to create flame at the end of the episode.

Kevin serves as the main antagonist of the second season. His ability to project heat at the end of "Kevin 11" is a result of the Omnitrix's feedback pulse: the amount of energy it emitted allowed him to fully absorb its powers, giving him access to every alien form Ben had at the time. However, because Kevin's ability to regulate this power is poorer than that of the Omnitrix itself, the energy suppresses his human form and forces him to remain as an alien most of the time. As revealed in "Framed", Kevin blamed Ben for this, so he used the powers of the Omnitrix to start a crime spree in Los Angeles, both for his own benefit and to damage Ben's (or rather, his alien forms') reputation. Eventually, Kevin's ability to regulate the power fails altogether, causing him to permanently mutate into what Vilgax would describe as a "misshapen, chaotic amalgam of creatures from the Omnitrix."

After his mutation, Kevin gloats that he has all of Ben's powers plus his own, making him "Kevin 11" (the name Kevin is credited under in the ending sequence of the show). Despite Kevin's claim, Ben notes that Kevin's powers are only one-tenth as strong, (although this assessment may not be accurate) and Kevin never exhibits his original powers in this form (the same is true for Ghostfreak, Upgrade (though this is debatable when Kevin used XLR8's tail to slam a tray of Megacruiser food into Technorg's face), Grey Matter, or Wildmutt. Kevin's form also limits his ability to use the special powers of his alien forms. Being a random fusion of aliens, Kevin only has access to the powers most prevalent in his form. In addition to these limitations, Kevin seems unable to use the powers of any aliens Ben has gained since their original encounter.

During his third appearance in "Grudge Match", Kevin attacks Ben to get revenge, blaming his condition on Ben. As the two battle, they are abducted and forced to fight in Slix Vigma's gladiator games. During their battles, Ben helps Kevin to realize the advantages of his mutated form. Because Kevin 11 is an amalgam of aliens, he can mix and match their powers to make up for their reduced potency. Although forced to work together, Kevin's only goal was killing Ben. He is transported to a different galaxy at the end of the episode while locked in combat with Technorg, whom he managed to kill. He then took the ship as his own.

Kevin returns in the episode "Back With a Vengeance", where he teams up with Vilgax to defeat Ben, and eventually manages to remove the Omnitrix. However, he betrays Vilgax later in an attempt to leave both in the Null Void and use the Omnitrix to take over the world, only for Ben to escape and leave him and Vilgax trapped instead.

In "Ken 10", Kevin returns after at least thirty years of imprisonment in the Null Void (though he has been sent in and out several times prior to the episode), having been set free by his son, Devlin Levin. Devlin was born after one of these escapes in which Kevin fled to a colony on Saturn, where he started a family before being captured again. Kevin has now fully mastered his powers and can return to his human form. In his human form, he can also utilize the powers he has absorbed to a limited extent, such as XLR8's speed, without having to transform into that alien, and is able to simply shrug off an intense beating from Way Big. His mutated form, though still an amalgam, has changed considerably from his continued absorption of alien DNA, leading to his new title of "Kevin 11,000". Eager for revenge and having not so much as a care for his son, despite Devlin's role in releasing him, Kevin proceeds to beat on Ben and his son, Ken. Ironically, it is Devlin who stops him, trapping his father back in the Null Void.

In the video game Ben 10: Protector of Earth, Kevin is a mini-boss Ben fights at the end of Lumber Mill. He reappears when a Null Void portal is opened up and frees him. While Ben deals with several monsters also unleashed as a result, Kevin kidnaps Max and takes him to the Lumber Mill. Once beaten, Kevin is sucked back into the Null Void.

Kevin reappears in Ben 10: Alien Force as an ally of Ben and Gwen. Kevin's powers operate differently from the way they did in the original series. He has a normal human form, and his absorbing abilities now allow him to absorb the properties of matter as opposed to draining energy, allowing Kevin to cover himself and others with a layer of any solid substance he is touching (similar to Marvel's Absorbing Man). He has a green sports car which he takes care of obsessively. Through the years, Kevin has gained a considerable amount of knowledge about aliens, possibly through his brokering of alien technology to various aliens and the Forever Knights, this and possibly because he spent a short amount of time in space. He also seems to know a lot about humans with an alien heritage, hinting that his powers may have come from alien ancestry, and that his guess about Gwen's powers being of alien origin was proven correct. As revealed in the episode "The Gauntlet", Kevin, as mentioned by JT, is now reputed as "the toughest kid in town", indicating that he has taken up residence in Bellwood.

In "Darkstar Rising", he reveals that his father was also a Plumber. He never met his father, but his mother told Kevin about what his father did. This is a big gap in the original series because in Ben 10, he said that his parents both left him because of his strange electrical powers but it may have only been an exaggeration on his part, since it is slightly hinted that Kevin's mother remarried, due to him saying, "My father, my real father," . At the end of the same episode, Kevin, along with Gwen and Ben become official Plumbers, after which, Kevin leaves to tell his mother about his membership, this suggests that he has now reconciled and rejoined with his family. In Darkstar Rising, when explaining that he wanted to be a Plumber for the sake of being just like his father, it served as the main reason that he joined the Tennysons in the first place.

There have been several hints throughout the series that Kevin has feelings for Gwen, although he has proven reluctant to admit it. In the episode "Save the Last Dance" he was very nervous about going to Gwen's dance, seeing as Kevin isn't like the kids at her school. He completely ignores Ben's problem with the omnitrix and focused on trivial things such as what to wear and which fork to use at dinner. He even buys her a corsage and when it turns out they are unable to go to the dance due to complications from Ben, he plays a slow song on the radio and they share a dance.

Allies

Azmuth

Azmuth (voiced by Robert David Hall in the TV movie and by Jeff Bennett in "Ben 10: Alien Force") is the genius and pessimistic Galvan creator of the Omnitrix. He originally created the Omnitrix to help people of the galaxy to better understand each other, but was disgusted when some people (particularly Vilgax) considered it as a weapon. He built numerous security systems into the device, which is why Ben has some problems using the Omnitrix.

Azmuth first appears in The Secret of the Omnitrix, where Ben, Gwen and Tetrax look for him in the hope he will deactivate the Omnitrix's self destruction mode. When they finally find him, he refuses at first, saying that the Universe doesn't deserve to be saved, but eventually accepts and unlocks the alien form Way Big. Azmuth tells Ben that he has a lot to learn about the Omnitrix.

Azmuth briefly reappears in the Ben 10: Alien Force episode Good Copy, Bad Copy, where his former assistant Albedo creates a copy of the Omnitrix. Azmuth arrives to punish Albedo for creating a copy that nearly threatened the universe and deactivated his false Omnitrix before sending him to prison in his human teenage form. He then stated that Ben is the only one who used the Omnitrix for good, and decides to let him find his own way to use it rather than advise him.

Azmuth is known to have had two assistants. The first, introduced in The Secret of the Omnitrix, was a female Chimera Sui Genesis (same species as Vilgax) named Myaxx who helped Azmuth in the creation of the Omnitrix (including collect DNA used for several form as Ghostfreak and Wildvine), but left soon after, irritated by his lack of trust in her, though she eventually came back to his service. The second, Albedo, introduced in Alien Force, was an arrogant and rude Galvan who tried to create his own Omnitrix, only to trap himself in Ben's human form after he set it to sync with Ben's Omnitrix. He is currently incarcerated in a Plumber prison for trying to destroy Ben.

Cooper

Cooper (Catherine Cavadini in the first series, Corey Padnos in the second series) is a Plumber's kid who first appeared in Ben 10 vs the Negative 10, being given a ride home by Ben, Gwen and Max. He developed a crush on Gwen. It's later revealed that he has technopathic abilities, which were useful to defend the Plumbers' base against the Negative 10. Cooper was the first Plumber's kid with special abilities introduced in the story.

Cooper reappears in Ben 10: Alien Force, where it's revealed he's a genius in technology in addition to his technopathic powers and has gained a considerable amount of weight due to spending too much time in his lab. The DNAliens capture him in Undercover and forced him to build a mysterious arch and an holographic projector to hide it. He's released by Ben, Gwen and Kevin, and destroyed the projector. He then agrees to help the team in everything they need, partially because of his way too obvious crush on Gwen.

Tetrax Shard

Tetrax Shard (voiced by Dave Fennoy), dubbed "Hoverboard" in his first appearance for his namesake flying device, is a Petrosapien mercenary, hired by Vilgax in the episode "Hunted" to take the Omnitrix from Ben. Coincidentally or otherwise, he also happens to be one of the type of aliens in Ben's Omnitrix. He has nearly impenetrable gray armor, a black helmet with a small, green triangle (presumably for sight) on it, and carries a large rifle. His Petrosapien physiology can manifest through the armor, allowing him to use his powers without removing it.

Unlike the other hunters, Tetrax is allied against Vilgax. Upon first discovering that Ben has the Omnitrix, he laments the fact that out of the planet's six billion inhabitants, it would end up on the wrist of a child. He also berates Ben's lack of strategy in regards to its use. After helping Ben to defeat the other hunters, during which Ben learns to use the Omnitrix strategically, he decides that the Omnitrix is in good hands, allowing it to remain with Ben. He also gives Ben his hoverboard, which contained a message that revealed his real name, saying that it might come in handy. Ben uses it several times throughout the series (using it for the first time, at least on-screen, in "Tough Luck"). In Ben 10: Secret of the Omnitrix, the hoverboard is melted in a vat of acid, but Ben is given a replacement.

Tetrax returns in Ben 10: Secret of the Omnitrix, where his past is explained. As a being who cared about no one but himself, he became a mercenary and ended up hiring himself out to Vilgax. When he finished the job Vilgax gave him, Vilgax created a weapon and used it to destroy the Petrosapien homeworld when they would not bow down to him. This caused Tetrax to betray his former employer, and he now works to rid the galaxy of his evil and prevent other superweapons (such as the Omnitrix) out of Vilgax's hands. He arrives on Earth after receiving the Omnitrix's SDM (Self Destruct Mode) signal, and takes Ben aboard his ship in search of Azmuth, the creator of the Omnitrix and the only one who can deactivate the self-destruct function. Unfortunately, Tetrax's problems are multiplied when Gwen stows away aboard his ship, and Ben's transformations are revealed to accelerate the countdown.

On the planet Incarceron, Tetrax runs into Sixsix, another of the bounty hunters hired by Vilgax who ended up on the prison planet. After a brief battle, he and the Tennysons find Myaxx, Azmuth's former assistant. Because of her, Tetrax is forced to reveal that the Omnitrix's explosion will create a shock wave affecting the entire universe, instead of just the wearer as he told Ben. Myaxx then leads the group to Azmuth's compound on Xenon, where he faces Sixsix again twice before defeating him. After Vilgax is also defeated, Tetrax returns Ben and Gwen to Earth and departs.

Julie Yamamoto

Julie Yamamoto (voiced by Vyvan Pham) is introduced in Ben 10: Alien Force as Ben's new love interest. She first appears in the first episode, where Julie congratulates Ben on his soccer win, sparking Ben's feelings.

Julie later plays a bigger role in "Pier Pressure", where Ben manages to ask her out on a date (with help from Gwen). Their romantic evening at the pier soon turns wild when a dog-like Galvanic Mechomorph attacks the area. Although Ben is initially desperate to hide his heroic lifestyle from Julie, he is eventually forced to come clean about it. Julie is quite accepting of Ben's Omnitrix-fueled exploits, and later helps him to repair a damaged Mechomorph ship. Besides being good at tennis, she also is good in school and tutors Ben as seen in "Good Copy, Bad Copy" (although in the end Ben got away with a C+). In the episode "Save the Last Dance" she plays a major role, helping Ben figure out what's happening with Big Chill. She is adept at note taking, and is shown to care deeply about Ben by following Gwen and Kevin to help save Ben from Big Chill.

Neutral

These are neutral characters that are neither allies nor villains, or are not actually evil despite some selfish intentions.

Carl Tennyson

Carl (voiced by Dee Bradley Baker) is Max's son, Ben's father, Frank's brother,and Ken and Gwen's uncle, who works as a gas line engineer and holds some resentment against his father for his work as a plumber (the sanitary kind), which had taken him too often from his family's side. In Goodbye and Good Riddance he learns about the Omnitrix and his father's actual work the hard way when he is captured by Vilgax, but freed by Ben as Cannonbolt. He joins Ben, Gwen, and Max in fighting off Vilgax, setting off one of the gas lines and seemingly incinerating Vilgax. He and Max reconcile somewhat after that.

In the live action movie Ben 10: Race Against Time, he is seen as a new-age style parent who wants Ben to have his "freedom," insisting on being called Carl, not dad, and letting Ben run off on mysterious adventures without asking questions. He seems to be even more laid back than his wife, and is seen at least twice telling her to let Ben have his fun. For instance, near the end when Ben's mother tells him to not eat too much cheese, Carl says to "Let the kid live a little.Eat all the cheese you want, Ben!" Like his brother, Carl is also a descendant of the energy-based Anodite race, but he does not bear the "spark" to use their powers.

JT and Cash

JT and Cash are recurring bullies from Ben's school. JT (voiced by Adam Wylie as a kid, Yuri Lowenthal in a brief cameo in "Ben 10 Returns", and currently by Scott Menville as a teenager) is short and wears glasses, Cash Murray (voiced by Dee Bradley Baker and by Matt Levin as a teenager) is taller and has darker skin. They are modeled after series producers Sam Register and Tramm Wigzell. The two take great pleasure in insulting Ben and suspending him by his underwear, though Ben returns the favor as XLR8 after coming into the possession of the Omnitrix, something he has repeatedly done in every consequetive episode in which the two appear.

JT and Cash also appear in Ben 10: Race Against Time, where they, as usual, take pleasure in picking on Ben. JT is played by Tyler Foden, while Cash is played by Tyler Patrick Jones. In Ben 10: Alien Force, they are members of a rival soccer team. JT and Cash also appear in "The Gauntlet" where Cash is possessed by an evil robot within the Gauntlet they steal from Kevin's car. It is revealed in that same episode that Ben and JT were friends in the first grade.

Sandra Tennyson

Sandra (voiced by Tara Strong) is Max's daughter-in-law, Ben's mom, Frank's sister-in-law,and Ken and Gwen's aunt. In Ben 10: Race Against Time, she wants Ben to call her "Sandra", suggesting that he has freedom, but mostly creeps him out. She sometimes goes against that, only to have her husband, Carl, stop her from it. She also appears in "Goodbye and Good Riddance" and is briefly seen in the Ben 10: Alien Force episode "Ben 10 Returns (Part 1)" washing dishes and telling Ben not to run in the house.

Villains

Vilgax

Vilgax (voiced by Steven Blum) is a Chimera Sui Generis, as well as a vicious, intergalactic conqueror, and he will stop at nothing to obtain the Omnitrix and use it to build an army capable of conquering every planet in the galaxy and alongside Kevin 11 and Doctor Animo the most recurring villain of the series. Vilgax serves as the main antagonist of the first season, responsible for half of Ben's enemies before appearing in person in the final episode of season one. He is one of the most feared aliens in the galaxy, having destroyed five planets and created a black hole. In fact, he is so feared, that almost no biological lifeform is willing to work for him, forcing him to use robots for his entire crew, though he is able to find mercenaries willing to work for him. He is also a self-proclaimed master of the Omnitrix, as he claimed that unlocking the Omnitrix's master control function was "child's play" for him.

In the first season, Vilgax is confined to a regeneration tank after being severely injured by the final attack from Xylene's ship, ordering his robotic minions and cosmic bounty hunters to track down the Omnitrix for him. While his body is repaired, he is cybernetically enhanced, making him more than a match for any of the Omnitrix aliens after finally emerging from the tank. The modifications greatly augment his physical prowess, allowing him to easily to leap above skyscrapers, survive in space for a short amount of time, and smash apart mountains with his bare hands, along with being able to increase his strength at will. Even before his modifications, Vilgax had uncanny resistance to harm, being able to survive a nuclear explosion at point blank range, though it appears this put him out of action for quite some time, as the universe largely believed him dead until he reappeared on Earth. During the Tennysons' run-in with Rojo, Vilgax establishes a psychic link with Ben (something he seems unaware of) which is how the Tennyson's knew in advance about Vilgax's arrival. At the end of the first season, Vilgax tries to retrieve the Omnitrix himself, but is fought off by the Tennysons. Vilgax's ship, the Chimerian Hammer, is destroyed with him still aboard.

In "Truth", Max tells Ben and Gwen how he had a run in with Vilgax who was stealing warheads from a military base when Max and his partner showed up. In the resulting fight, Vilgax was strapped to a warhead by Max and launched into his own ship. At that time, Vilgax was only slightly larger than a human man, compared to his now colossal size (perhaps an addition to his cybernetic augmentation).

At the end of the second season, Vilgax is still alive, having survived the destruction of his ship by teleporting out just before the explosion. He is found encased in ice by Kevin 11, and gets into a brief skirmish with the latter when Kevin claims that he "doesn't look so tough". Discovering Kevin's connection to the Omnitrix, Vilgax decides to team up with him in another attempt to retrieve the Omnitrix, but both are locked away in the Null Void dimension by the end of the episode.

In the episode "Ben 10,000", set twenty years in the future, Vilgax eventually escaped the Null Void by stumbling across a Null Void portal being opened on another planet, but lost yet another battle to Ben 10,000. This time around, Ben didn't take any chances with Vilgax's defeat, literally tearing him apart. Dr. Animo resurrects Vilgax using his Transmodulator, giving him a stronger new form with enhancements such as genetically implanted weapons (such as ropes and mines in his right arm) and bio-boosters, and knowledge of all the future Ben's alien moves, and the two of them then attempt to get revenge, only to be defeated by both the present and future Bens and Gwens. Ben 10,000 defeats Vilgax by freezing him in a river.

Vilgax appears in Ben 10: Secret of the Omnitrix, where he once again attempts to retrieve the Omnitrix. During a flashback, Tetrax reveals that Vilgax destroyed the Petrosapien homeworld, and he (Tetrax) unwittingly gave Vilgax the final element needed to carry out his plan. Vilgax has somehow found a portal out of the Null Void, and he refers to his anger at having been trapped there (including showing a short nervous twitch at its mention), which has deepened his grudge against Ben to the point where he refuses to acknowledge the danger threatening the universe if the Omnitrix self-destructs (but nevertheless gains enough respect for Ben to the point of calling him by his first name instead of his last name). He encounters Ben aboard Tetrax's ship and attacks him, only to be shot out of the airlock by Ben. He is eventually defeated when Azmuth, the creator of the Omnitrix, gives Ben access to a massive alien, Way Big, who hurls Vilgax into outer space.

Vilgax returns in "Goodbye and Good Riddance", yet again to steal the Omnitrix. Through the combined efforts of Ben and his father, Vilgax is caught in a natural gas explosion. It is unknown whether or not he survived, although he had to be resurrected by Animo in the episode "Ben 10,000", which means that he was killed by Ben at one point. However, as Ben 10,000 never explicitly stated when he "left him in pieces" it is possible that he survived, and it is also worth noting that Ben 10,000 may no longer be canon due to him interfering in his own past. Also, given Vilgax's extreme resistance to damage, it is likely this failed to kill him as well and he may return in Ben 10: Alien Force to get revenge on the Tennysons and attempt to steal the Omnitrix once again. Vilgax is mentioned in "Darkstar Rising", an episode of Alien Force.

Vilgax is shown as his future form in Ben 10: Protector of Earth. After being released from the Null Void by Ghostfreak, Vilgax sends a small mosquito-like drone to go to the Omnitrix and extract the DNA from it. Using the DNA, Vilgax plans to use the Null Void, plus other Plumber technology, to create a vortex large enough to erase Earth from existence. To stall for time, Vilgax sends Dr. Animo, Ghostfreak, and Floraunas to distract Ben, giving him more than enough time to prepare. However, due to Ben shooting Vilgax through space via an airlock, Vilgax is warped back to the Null Void, along with his ship, and presumably the Null Void Projector. After the credits, Vilgax is shown to have survived, minus his limbs and being repaired by robots, vowing to come back.

The Forever Knights

The Forever Knights are a secret society first formed during the Middle Ages that is dedicated to collecting alien technology. Any aliens they capture along the way are dissected and studied, and any humans caught with them are immediately deemed worthless and disposed of. Their entire organization dresses as if they were knights, complete with the appropriate, albeit heavily enhanced, weaponry and stylized metal facemasks. They use a coat of arms over a pair of crossbones as their symbols. In their fourth appearance in "Perfect Day", a larger man in a full-body suit of armor called the Forever King is shown to be their superior.

The original purpose of the Forever Knights is the slaying of a dragon (actually an alien) that had been captured 1000 years prior. This led to the acquisition of both human and alien technology in hopes of finding a weapon with which to kill it, meaning everything they did in the original series was for the sole purpose of acquiring weapons they could use to slay the dragon.(i.e. the Sword of Ekchuah, the Sub-Energy, the Omnitrix, etc.). This is apparently a dedication handed down throughout the ages, as the prospect of finding more dragon-like aliens serves to motivate the group once again after the first one escapes.

The Forever Knights first appear in the episode "A Small Problem", then known only as The Organization (according to the enhanced version of "The Ultimate Weapon", this is one of their codenames they use to prevent linking them to their crimes). They attempt to dissect Grey Matter, but are thwarted. Their base is also destroyed, along with the advanced technology stored on the site. They returned again in "Ultimate Weapon", in which their formal name is used.

In "Perfect Day" they returned, attempting to steal the Omnitrix while trapping Ben in a dream world, using some sort of dream-inducing device. While Ben was in the dream world, the other Forever Knights members were using their technology to remove the Omnitrix. However, they fail when Ben takes control of the dream and wakes up.

The rest of the Forever Knights return in "Ben 10 vs. The Negative 10" to help their leader obtain the Sub-Energy, the world's strongest energy source, but are defeated along with the Negative 10 by the end of the episode.

The Forever Knights appear in Ben 10: Protector of Earth, but are shown not to be villains when you complete the South West, later in the game. They manage to discover Vilgax's plan and attempt to use the Cannonbolt DNA extracted from the Omnitrix, combined with a giant robot, to take down Vilgax before it's too late. However, Ben, mistaking Enoch for the main villain, destroys his weapon and makes him unable to stop Vilgax.

The Forever Knights reappear in Ben 10: Alien Force. Here, they are allied with the Highbreed and the DNAliens, although they are unaware (or perhaps uncaring) of their true intentions. The Forever Knights now dress in full plate armor with an infinity symbol on the abdomen, as opposed to the more medieval-style armor they wore previously and are more dedicated to their noble cause.

As of both series, different voice actors have voiced the Forever Knights: Khary Payton, Jeff Bennett, Greg Cipes, Greg Ellis, Robert David Hall, Yuri Lowenthal, Richard McGonagle, and Kevin Michael Richardson.

• The Forever King: He is the leader of the Forever Knights. The first Forever King featured in the series was the fourth season's main antagonist. This Forever King was originally known as Driscoll, a former Plumber. However, he was thrown out of the Plumbers in disgrace when he was revealed to have been stealing alien technology for his own benefit. He later joined the Forever Knights and worked his way up the ranks, eventually becoming their leader. Driscoll first appeared in "Perfect Day", where he finds Enoch defeated by Ben. He then leaves Enoch after his multiple failures and decides to take care of Ben himself. He appears again in "Ben 10 vs. The Negative 10" where he rounds up a collection of Ben's old enemies to form a specialized team, the episode's titular Negative 10, in an effort to steal the Sub-Energy, a powerful energy source given to the Plumbers after capturing an alien convict. He eventually manages to steal it and enhances his armor suit with it. The energy source is eaten by Upchuck. His suit is destroyed, but Driscoll survives and escapes. At an unknown point and time (as revealed in "Be-Knighted"), Driscoll retired and a new Forever King named Patrick (voiced by Michael York) was chosen.
• Enoch (voiced by Richard Doyle): Enoch has significant influence in the organization, appearing as their leader in their first three appearances. In "A Small Problem", Enoch is in supervision of the attempted dissection of Ben, who is trapped in the form of Grey Matter at that time. After his plan is thwarted by the Tennysons and disappointed alien freak Howell Wayneright, which leaves their castle mansion totally destroyed, he orders his subordinates to find out about Ben, Gwen, and Max. In the episode "Ultimate Weapon," Enoch attempts to retrieve the Sword of Ekchuah (a sword of incredible power), only for it to crumble to dust when he finally finds it in a temple (according to Max, "That's what happens when your 'ultimate weapon' is over 5,000 years old."). He remains in the temple as it collapses, trying to collect the dust of the weapon. At the end of "The Unnaturals", Enoch resurfaces as part of an effort to replace the President with a robotic duplicate using a team of robotic baseball players fittingly called the "Squires". His plot was foiled by the Tennysons, though they remain unaware that he was part of it. In "Perfect Day," Enoch had entered Ben's dream at the time of his capture and posed as Lt. Steel to claim that the real Gwen and Max were Limaxes. Ben as Fourarms eventually saw through his disguise. Enoch's plot was finally foiled when Ben took control of the dream and escaped. After a brief struggle with XLR8, Enoch was trapped in the dream world by the end of the episode where Max mentions that he'll remain there until the police arrive, though the Enhanced Version reveals that he did not recover from this for many years. With Enoch's multiple failures, the Forever King decides to leave him be and that he will deal with the Tennysons himself. Enoch also serves as a mini boss in the video game.

• The Forever Knight Ninja: This Forever Knight is a member of both the Forever Knights and the Negative 10. He is defeated by Upchuck, who spits his own shurikens back at him. It is left ambiguous as to whether he is a robot or just someone wearing a suit of powered armor. He does not have a voice actor, being silent throughout the entire special. As other members of the Forever Knights were shown wearing suits similar to this in perfect day, it is possible that the Ninjas are, in fact, a rank in the organization (possibly the group's elite troops) and not just a specific individual.

Zs'Skayr (Ghostfreak)

Zs'Skayr (voiced by Steven Blum) was trapped as one of Ben's forms, Ghostfreak, but escaped from the Omnitrix. His evil personality was trapped within the Omnitrix when his DNA was sampled. He finally manages to force his way out of the Omnitrix in "Ghostfreaked Out". For some reason, Ghostfreak goes by the name Ben gives him, and does not mention having a real name. After peeling off the protective layer of skin that normally covers him, he tries to take over Ben's body in order to become whole again. After a failed attempt to possess Ben, he coerces Acid Breath, Thumbskull, and Frightwig to help him by taking over Thumbskull and tossing him about the room in a show of force. However they failed and Ben opened a curtain exposing Ghostfreak to sunlight, thus killing him. After this episode, Ben is unable to transform into Ghostfreak. Ghostfreak is later replaced by Cannonbolt in the opening credits at the start of the third season.

Zs'Skayr is the main antagonist in the third season, returning in the two-part episode "The Return"/"Be Afraid of the Dark", where he is resurrected by an alien scientist named Dr. Vicktor. Gathering a group of horror-themed aliens as minions, Vicktor enacted a plan to resurrect Zs'Skayr, whose master plan was to plunge the Earth into darkness, just like his actual home world. Zs'Skayr himself is still intent on gaining control of the Omnitrix. Using corrodium retrieved by the mummy alien in "Under Wraps", they set up a corrodium beam that will block out light from the sun, allowing Zs'Skayr to exist in eternal darkness. Zs'Skayr succeeds in doing so, allowing him to reach his full potential, but only for a while before Doctor Vicktor accidentally rammed Max into the corrodium projector during a dogfight. In the end, Ben kills him once again on board a space shuttle, when Max opens the shuttle's roof and exposes him directly to the sun. Ben regains use of the form during this time, except in Ghostfreak's natural state, indicating a possible return.

Zs'Skayr appears in Ben 10: Protector of Earth as the main boss of the North East, and is fought in Gold Coast Theater or Effigy Mounds in Hex's body. While not the main villain, he is the one who frees Vilgax from the Null Void and instigates the plot. He appears similar to his form in "Be Afraid of the Dark", having shoulder spikes and more detailed features.

During the Ben 10 Week event on April 13, 2008, revealed his real name and that he was High Ecto-Lord of Anur Phaetos. He learned about the Omnitrix when one of Vilgax's data probes crash landed and he read its data files. Not long after, he met up with Myaxx when she was scouting the planet for DNA samples and aided her in acquiring samples from the nearby planet of Flors Verdance. However, Zs'Skayr possessed the Florauna Myaxx was sampling and used his powers to allow his DNA to enter the Omnitrix along with the sample.

Zs'Skayr's (Ghostfreak's) Minions

These three aliens appeared in separate episodes during the third season. It is later revealed that they were working together on a complex scheme of Zs'Skayr's design. It is explained that back when Ghostfreak was still inside the Omnitrix, Ben used him to sneak into a horror movie, at which point he was overtaken by the alien, who contacted Doctor Vicktor with his plans. Zs'Skayr and his minions are all based on horror monsters (Frankenstein's monster, a mummy, a werewolf, and a ghost), and all come from the Anur system.

• Doctor Vicktor (voiced by Michael Dorn) is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster, who works at NASA, disguised as a human scientist as a means to hijack a space shuttle. Despite his size, he possesses excellent reflexes, able to quickly spin around and backhand a super-speeding XLR8 when the latter attempted a sneak attack on him. He is intelligent, and working for Zs'Skayr; his immediate plan was to resurrect his master, whose ultimate plan was to prevent the sun's light from reaching the earth using various satellites (therefore meaning that Zs'Skayr would be at full power all of the time). He is not treated with respect after Zs'Skayr is resurrected. After he asks why they need Ben, Zs'Skayr takes control of his body and throws him around. He serves as the unofficial leader of the three horror-themed aliens. The purple lightning that the previous two horror aliens appeared in was generated by a teleportation machine that he uses. His name is derived from the name of Victor Frankenstein from the Mary Shelley novel. His first appearance is in "The Return", where he succeeds in resurrecting Zs'Skayr. In the next episode "Be Afraid of the Dark", Ben fights Doctor Vicktor and Zs'Skayr on Earth. Ben accidentally gains use of Doctor Vicktor's form when Vicktor finds Ben and grabs him by the wrist, unintentionally adding his DNA to the Omnitrix. Vicktor essentially defeats himself near the end of the episode. In an attempt to teleport Ben to an unspecified location, he and the mummy alien are tossed into the portal he created. Ben 10: Protector of Earth features "Vicktors" as enemies on Zs'Skayr's planet.
• Mummy: The mummy appeared in "Under Wraps", a Thep Khufan from the planet Anur Khufos, was sent by Doctor Vicktor to find a dangerous element called corrodium that crashed on Earth millions of years ago. Grandpa Max explains that the crystals are a potent but unstable power source, and the radiation emitted by the crystals causes almost instant mutation in humans and other Terrestial creatures. Todd Maplewood, a boy Ben and Gwen met, said it arrived in purple lightning, which is the same way the Yenaldooshi arrived in "Benwolf". Max states there may be a connection between the werewolf and the mummy, which is proven in "The Return". During Ben's battle with the creature, its DNA is absorbed by the Omnitrix, giving Ben access to the form. The mummy is frozen solid by Upgrade, who merges with a container holding liquid nitrogen, and buried, along with its corrodium, under a thick bed of concrete. It was released by the werewolf in "The Return", and assists in Dr. Vicktor's plan to plunge the earth into eternal darkness. When Ben is fighting Ghostfreak, Doctor Vicktor, and the mummy in "Be Afraid of the Dark", Doctor Vicktor inadvertently sends both himself and the mummy to an unspecified location, most likely the Null Void, through an ill-timed use of his teleportation device. Ben's version of the mummy is named Benmummy. The mummy appears as an enemy in the game "Ben 10: Protector of Earth" as two enemies: Mummy and Cyclone Mummy.
• Yenaldooshi: This alien werewolf - his actual racial name is Loboan - was sent by Doctor Vicktor to steal communication equipment from a reservation that Ben, Gwen, and Grandpa Max were visiting in "Benwolf". Ben first fights against the Loboan as Wildvine. When Ben is transformed back to his normal self by the Omnitrix, the Loboan slashes the Omnitrix's faceplate, causing the device to download his DNA (signified by its face turning yellow) and gradually change Ben into the form. In their second battle, the Loboan appears to be killed by a cave-in, though it is not actually shown dead. The device that it was building is shown coming online at the episode's end, its purpose left unrevealed. The Loboan is revealed to have survived in "The Return", and its device is used as part of Ghostfreak's plan to block out the sun. In the next episode "Be Afraid of the Dark", the Loboan's transmitter explodes when Grandpa Max rams a space shuttle into Ghostfreak's corrodium projector. It is unknown whether or not the Loboan survived the explosion of the corrodium transmitter.

The Loboan appears as an enemy in Ben 10: Protector of Earth in two variants: Fangface and Fangface Howler.

Highbreed

The Highbreed are an alien race that serve as the primary antagonists of Ben 10: Alien Force. They consider themselves as the highest lifeform in the universe, believing that they were the first race to exist, and that all other races are mongrels and vermin. They are determined to cleanse the universe of all races except themselves, with Earth as their next target. They do not hide their hatred for other races; a Highbreed Commander that fought with Ben in the pilot episode continually insulted him with remarks like "filth" and "scum," and even exclaimed that Ben had "infected" him when Ben bit him on the hand. Their belief that other races are "filth" is so strong, to the point they appear to have a fear of possible contamination through direct contact with other races (one even goes so far as to choose exile, after it realizes it had developed mutual-respect/friendship with Ben, view itself as having been "tainted" by Ben's human sentiments & compassion).

They use the DNAliens to do their menial work (likely due to their preference to avoid as much contact with other lifeforms as possible), but still consider them to be vermin, as "their human half makes them repulsive."

The Highbreed are tall humanoid beings with white skin, four eye-like marks on their torsos, black hands and feet, fold-out wings on their back, and purple faces with four red eyes and no distinguishable mouth. They have remarkable physical prowess, able to easily overpower Humongousaur's base strength. Their fingertips can be fired like darts and quickly regenerate. They can open their chests and use appendages within to bring water up from deep underground. Like the DNAliens, they do not operate well in warm climates, and quickly dehydrate when deprived of water.Although most Highbreeds have the same attitude towards other life forms, one of them changes his views (see description below) as he worked with Ben in order to get back to Earth. He later decided to stay behind as he thought that he didn't have any reason to return to Earth or his own (due to him no longer being a "pure" Highbreed, due to him having formed a friendship with Ben).

Several voice actors have voiced the Highbreeds: Paul Eiding, Richard McGonagle, and Kevin Michael Richardson.

Reinrassic the III

Reinrassic the III (voiced by Richard McGonagle) is a Highbreed Commander who appears as a villain at the beginning the episode, "Alone Together". After an accident with a teleporter pod, he and Ben are stranded on a desert planet that acts as a routing station for the teleporter. The pair are forced to work together to fend off the dangerous predators on the planet while making their way to the routing station, much to the Highbreed's chagrin. As these two unlikely allies make their way across the desert, the two save each other from danger several times, even risking their own lives to do so. After reaching the teleporter pod, Reinrassic III stays behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.

Reinrassic III (or Reiny as Ben calls him) reveals some insight into the nature of the Highbreed (including the basis of the Highbreed's supremacist beliefs). However, he has also shown that they are not incapable of compassion for other lifeform (having risked his life to save Ben, even when he could have easily left him die). He even comes to understand the concept humor (or at the very least sarcasm) during his time with Ben. Reiny's personality is at first very similar to other Highbreed Commander, at first showing utter disdain towards the human Ben and all his alien forms (for example he orders Ben to walk ten paces behind him), though he eventually develops certain amount of respect for Ben, reveals that the Highbreed may have a sense of honor. Reiny's hand was also severed by a native predator but Ben used Swampfire to reattach it.

However despite all this, Reiny's beliefs of Highbreed superiority prove to strong, to the point that he views himself to have become "tainted" due to his friendship with Ben, preferring self-exile, rather than risk tainting his fellow Highbreed. It is unknown whether his views may change, nor if he could survive alone on the desert planet, given the fact Highbreeds aren't suited to desert's daytime climates, however since he can thrive in the desert cold nights it is possible he could survive. If he survives, it is possible that his friendship with Ben, could possibly lead to him and Ben becoming allies later on (Ben even told Kevin & Gwen that he considered Reiny a friend), however this is only speculation at least for now.

DNAliens

The DNAliens are asexual hybrid drones who serve the Highbreed. They are created by attaching a Facehugger-like parasite called a Xenocyte to a human host, which alters the host's genetic structure, mutating them into a DNAlien within hours. The alteration process is not exclusive to only humans. Other alien species can fall victim to a Xenocyte, resulting in a DNAlien with traits from the alien victim. However, it is possible for the Omnitrix to separate a victim from a Xenocyte.

The body of a DNAliens is composed of a flock of tentacles that arrange themselves into a roughly humanoid form. The DNAliens can disperse this configuration to attack from long range. They can also spit a potent adhesive slime, strong enough to resist even Humongousaur's strength. They can disguise themselves as humans thanks to special masks which project a hologram over their bodies. The holograms that the masks project can be disrupted momentarily by a lightning strike. They seem to prefer cold climates, though they repeatedly demonstrate the ability to survive in warm climates with no apparent difficulty, and thus they build weather control devices wherever they need to operate. Certain sound frequencies have been shown to cause DNAlien's debilitating pain, to the point that they are rendered unconscious.

The DNAliens are variously voiced by Dee Bradley Baker, Diane Delano, Paul Eiding, Richard McGonagle, and Kevin Michael Richardson.

Secondary Villains

The Negative 10

The Negative 10 is a group of villains recruited by the Forever King to defeat Ben in Ben 10 vs the Negative 10, most of which are arch-nemeses of Ben.

The Negative 10 consists of:

• Forever King
• Forever Knight Ninja, a devoted servant of the King, skilled in single combat
• Dr. Animo
• The Circus Freak Trio (Acid Breath, Frightwig and Thumbskull)
• Joey/Rojo (armed with a new cybernetic suit provided by the Forever Knights)
• Clancy (now having devolved into a giant mutant insect since his last encounter with Ben)
• Charmcaster
• Sublimino

The Negative 10 (sans Driscoll and the ninja) are defeated when the Tennysons exploit their competitive feelings towards each other and trap them in the force field which previously stored the Sub-Energy.

Dr. Animo

Dr. Aloysius Animo (voiced by Dwight Schultz) was once a promising researcher in veterinary science who had a special way with animals. His career was cut short when it was discovered that he was performing twisted genetic experiments on animals. He had hoped that his research would win him the Verties Award, which is an award in veterinary science. Because of the nature of his research, he lost the award to another doctor, named Kelly. This drove him insane, and he dropped off the map for five years until he could perfect his research. In the episode "Washington B.C.", he finally finishes his work, primarily due to seeing the report about Diamondhead saving a campground back in "And Then There Were 10", which pushed him to find a way to create his own "monsters".

By using the Transmodulator, a device of his own design, Animo can mutate animals into giant versions of themselves. The second phase of his work involves reanimating dead cells, allowing him to literally resurrect the dead (though, as seen with the T-rex he reanimated in that same episode, it is possible that his reanimated creatures are not truly alive, but merely undead). All of this is in pursuit of the award which he had lost. His quest ends in failure, since Ben was there to stop him, reversing the effects of his Transmodulator by damaging it. He is arrested in that episode, and Ben takes his original Transmodulator as a trophy.

He appears again in the episode "Dr. Animo and the Mutant Ray", where he creates a much larger version of the Transmodulator using the broken-off faceplate of the Omnitrix. This version mutates living creatures with alien DNA, creating odd mixtures of alien and terrestrial creatures, such as a "Heatbat". Before he can complete his plans to use a satellite to shoot the ray all over the world, Ben stops him with Gwen's help. Since his mutants were never shown being cured, it is possible that they are still around. From then on, he attempts to steal DNA from the Omnitrix. For some reason, his trademark giant frog is also present, though he may have simply re-mutated it sometime after his original defeat. How and when he escaped is unknown.

In "Ben 10,000", Animo is still alive in the future, though his head is the only part of him that remains. He had attempted to gain Kevin 11's powers by recreating his mutation. He failed and destroyed his body, but managed to survive by placing his head in a special preservation tank. However, it controls a unique apparatus that allows him to attach himself onto animals specially reformatted with a similar device (in this case, an albino gorilla, Making him look very similar to DC comics villain Ultra-Humanite) and control them. He was the one responsible for creating Exo-Skull and resurrecting Vilgax, as well as organizing the "Interspecies Gang", a band of human/animal hybrids created by Animo which serves as a key antagonist in Ben's future. He is defeated by both Gwen and her future self, Gwendolyn, as well as a cybernetically enhanced Max.

In "Divided we Stand", the present-day Dr. Animo escapes from prison with the help of a mutated seagull, and is soon resuming his experiments. After capturing one of Ben's Ditto clones (the alien only recently discovered by Ben), Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more. Afterwards, Max deletes all of his computer files, preventing him from copying any more Omnitrix DNA if he escapes again.

He also appears in Ben 10: Secret of the Omnitrix, but only as the instigator of the main plot. In it he tries to create a DNA bomb that was designed to devolve all life on Earth. He is defeated and the bomb is disabled, but a stray burst of energy is still emitted by it. Ben's Omnitrix absorbs the energy, causing it to start a self-destruct sequence and therefore beginning the plot. The Enhanced version of the movie mentions that Animo has learned how to control animals psychically, a talent learned from Clancy during his time in the Negative 10. Dr Animo was also mentioned in "Ken 10", as his actions caused Ben to move the Null Void chamber for safe-keeping.

He appears in the episode "Ben 10 vs. The Negative 10" as part of the Negative 10. He was then joined by a mutant bat and prairie dog. He makes a brief appearance at the end of the following episode, "Goodbye and Good Riddance", wearing an exo-suit resembling a headless horse, and leading a group of animal mutants towards Ben's school, and Ben and Gwen prepare to fight him as the original series comes to an end.

Dr. Animo appears in Ben 10: Protector of Earth as the main villain of the South East, and is fought at Oil Refinery. His Omnitrix-created mutants serve as Ben's foes through those stages and he battles in a robotic gorilla suit, similar to his appearance in" Ben 10,000", although the in-game version is obviously more robotic and is merely Animo in a suit, instead of being a disembodied head on a cyborg gorilla.

Dr. Animo is to appear in the upcoming Alien Force episode "Voided", where he somehow ended up in the Null Void, has gained unknown powers and is called the "Void". His appearance is different from his appearance in the original series as his skin is not longer light green, he's very muscular and his eyes are yellow with black pupils instead of red pupils.

Charmcaster

Charmcaster (voiced by Kari Wahlgren) is Hex's niece. Like Hex, she uses magic, but instead of using a staff, she wields a bag from which she can draw all manner of items, such as magical explosives, throwing blades, or even various clay animals to enlarge and animate. Although small, the bag seems to have something of a pocket dimension inside (basically a magic satchel), allowing Charmcaster to store things within it that logically should not fit (at one point, she produces Hex's magic staff, an item that is at least four feet tall). The bag also found its way back to Charmcaster under its own power. She is also skilled in various magical spells, although it's clear that because of her inexperience, she isn't as powerful as her uncle. Although she (like many other villains) dislikes Ben, Charmcaster especially despises Gwen on account of their shared affinity for magic, similar to Ben and Kevin's rivalry.

In her debut appearance, "Tough Luck", she busts her uncle out of prison and assists him in trying to steal the Keystone of Bezel. She manages to trick Gwen by putting on an act about hating her uncle, only to swipe the Keystone while hugging Gwen. She then gives Hex the Keystone. In the end it's revealed that Hex needs the Keystone to recreate the Charms of Bezel, and that she is manipulating her uncle into doing it so that she can take their power for herself. In the end, her powers, like Hex's, seem to be absorbed by the Keystone.

Charmcaster returns in "A Change of Face", her powers having regenerated since her recent encounter with the Tennysons. She attempts a body swap spell with Ben, hoping to take advantage of the Omnitrix in order to boost her magic. Her efforts fail, however, as her three attempts end in swapping with Gwen, being returned to her normal body while Ben and Gwen are swapped, and returning Ben and Gwen to their normal bodies respectively. She is arrested at the end of the episode, and her bag is tossed into the sea. She is last seen in a juvenile detention ward, where she is about to be beaten up by two female inmates whom Gwen spurned while she was in Charmcaster's body. Gwen procures her spellbook during this period, and keeps the item as a souvenir, eventually learning to use it.

Charmcaster makes a small cameo at the end of "Don't Drink the Water", where she is seen taunting her uncle (who has been reduced to an infant by the Fountain of Youth) and saying that she's giving the orders now.

She appears in "Ben 10 vs. The Negative 10" as part of the Negative 10. Although loyal to Driscoll and his plans, she is more concerned with crushing her arch-rival Gwen than anything else. She also is shown to have a slight rivalry with fellow teammate Rojo.

Clancy

Clancy (voiced by Nicholas Guest), featured in the episode "Side Effects", is a green-skinned man who has the ability to control any type of insect or arachnid. How he gained his powers is unknown, though he hints that he was born with them, possibly making him a mutant. The enhanced commentary for "Secret of the Omnitrix" states that this ability is psychic and that he successfully taught it to Dr. Animo, in the case of the latter's mutant animals. Clancy always speaks using first-person plural pronouns like "we", as he speaks for all of his insects as well as himself.

Clancy originally lived at 8610 Chester Street, an abandoned apartment building. When Councilwoman Liang tries to redevelop the area and have his home torn down, he kidnaps her with the intention of feeding her to his insects. Fourarms stops him, but accidentally destroys his home in the process when Clancy's insects swarm him. After that plan fails, Clancy tries to cause the nearby nuclear power plant to meltdown, killing everyone and everything in the city. Clancy makes himself a protective suit out of cockroaches (which are presumed to be the only living creatures on the planet that would survive a nuclear war) in order to survive the blast. A sick Heatblast, whose powers are reversed by the virus, giving him the ability to control ice instead of heat, stops this plan by freezing the reactor core. Finally, he attempts to take revenge on the trio. Once again, he is stopped, this time by Max's San Ju Yen Pien cold medicine, which attracts the bugs and overrides Clancy's control over them, at which point Max knocks him out with a single punch and leaves to call the police.

Clancy doesn't appear to actually be deranged at first, just someone who was trying to save his home (though his comment about letting his bugs eat the councilwoman seems to be going a bit overboard), but he starts doing things that show him to be psychotic when the building is destroyed along with most of his bugs.

In "Ben 10 vs. The Negative 10," he joins the Negative 10 and has since been mutated into a monstrous, dragonfly-like creature; due to this form's resemblance to Stinkfly, it is possible that Dr. Animo assisted him in using this form. In this form, he no longer demonstrates the capability of human speech and is able to fire swarms of insects from his mouth.

Clancy makes a minor appearance in his human form in Ben 10: Protector of Earth as a mini-boss working for Dr. Animo.

Joey/Rojo

Joey (voiced by Jennifer Hale) is the leader of a heavily armed female biker gang, first appearing in "The Alliance". When she tries to rob an armored truck, she is thwarted by Ben as Fourarms and two of Vilgax's drones coming after Ben. The remnants of one of Vilgax's defeated drones fuses with Joey as she investigates it, and she becomes Rojo (Spanish for red), a powerful cyborg. The upgrade gives her the ability to fly, superhuman strength, invulnerability, metallic claws, and a pair of laser blasters attached to each shoulder. Vilgax is able to communicate with her through the parts and force her to track down the Omnitrix for him. Joey is turned back to normal when Upgrade shorts out the spare parts, after which Gwen knocks her unconscious for attempting a sneak attack on Upgrade.

Joey is greedy, wild and amoral, and not hesitant to attack innocent bystanders just because they annoy her. Neither her real name or her cyborg name is mentioned in the show, except for in "Ben 10 vs. The Negative 10," where her name is pronounced with an English "j," but are listed as such in the credits.

Joey returns in "Ben 10 vs. The Negative 10" as part of the Negative 10, with alien technology and armor presumably supplied by the Forever Knights. In that episode she is also shown to have a rivalry with Charmcaster for being the "baddest girl" in the group.

The Circus Freaks

This trio of thieves are recurring minor villains. They worked together in the guise of being freak show performers in Zombozo's circus. As his minions, they would perform to lure in an audience for Zombozo. While Zombozo would feed on the crowd, they would go out and strip the town of all its valuables. After Zombozo was beaten by Ben, they set out on their own. In "Ghostfreaked Out", they reappeared trying to steal some trophies, but were ruthlessly thwarted by Ghostfreak. While they were hiding, Ghostfreak found them and forcibly became their leader. Shortly after Ghostfreak was fried, the Circus Freak Trio were taken to jail. In "Ben 10,000", a future version of the group, called the "Neuvo Circus Freaks" are mentioned in passing by Ultimos. In "Ben 10 vs. The Negative 10", they are all working for the Negative 10 and are partnered with Sublimino during the attack on Fort Knox. In all of their appearances, Ben defeats all three of them with relative ease.

• Acid Breath (voiced by Dee Bradley Baker) is one of Zombozo's three minions, and without a higher rank to command them, he acts as the trio's leader (with somewhat inconclusive results). His appearance is quite like that of a zombie. He has the ability to project corrosive acid from his mouth in the form of either a vapor or a liquid; he claims that he learned this trick from his mother. This acid can easily dissolve whatever he wants it to, even metal and stone. Despite the potency of his breath, however, he is one of Ben's least dangerous foes. If his mouth is jammed by an object (such as a baseball), or if something causes him to cough and gag (such as when Gwen blew a fire extinguisher's contents into his mouth), Acid Breath will be briefly unable to use his powers and vulnerable to attack.
• Frightwig (voiced by Cree Summer) has pale skin, a tight-fitting body suit, and five orange tentacles for hair. They are also tipped with metal orbs for greater concussive damage. She's also extremely nimble and skilled in acrobatics. Despite her strength, she is always easily subdued by Ben, normally by being tied up with her own hair. The future episode "Ben 10,000" reveals that Frightwig, now middle aged, is the leader of the Nuevo Circus Freaks from 20 years in the future.
• Thumbskull (voiced by Jeff Doucette), as the name suggests, has a head shaped like a thumb (complete with a fingernail-like hairstyle on his forehead). He also has incredible strength (though inferior to that of Fourarms), but limited intelligence. He is also easily beaten by Ben, normally even worse than the others. His name is a play on the insult "numbskull", as well as the obvious appearance gag.

Sublimino

Sublimino (voiced by Richard Steven Horvitz) is an evil hypnotist who uses hypnosis to force people to commit crimes for him. Ben ended up as one of his victims, and Ben's alien forms prove instrumental in retrieving the necessary parts to build a giant hypnosis machine, allowing Sublimino to control an entire mall full of people. When Sublimino hypnotized everyone in the mall, Ben alone escaped the trance. As Wildvine, he brought down Sublimino and broke his hypnotic spell. Other than his hypnotic powers, Sublimino is a weakling, relying on his slaves to protect him using various objects in the mall, and proved no match for Wildvine.

Sublimino first appears in "Midnight Madness." He resurfaces in "Ben 10 vs. The Negative 10" when the Forever King recruits him to lead the Circus Freaks, though he is silent throughout the entire special. He does, however, manage to put the technopathic Cooper into a trance, allowing him to hypnotize the young boy into attacking the Tennysons.

Hex

Hex (voiced by Khary Payton), also known as Hexlord, is a self-proclaimed "Master Magician" who desires to rule the world with his unmatched powers. He possesses five "magical" charms called the Charms of Bezel that give him the powers of levitation, fire, reincarnation, lightning, and luck, in addition to his own spellcasting abilities.

In "Lucky Girl", he attempts to steal an ancient spellbook known as the Archamada Book of Spells, dating back to the 16th century and containing powerful spells that, combined with the Charms, give the wielder unimaginable powers. However, the Charm of Luck falls into Gwen's possession during Hex's fight with Ben, and she soon learns to utilize its power (the first hinting of Gwen's latent powers). Despite Hex's attempts to reclaim the Charm and the Book, he is eventually defeated by the Tennysons and arrested, while Gwen destroys the Charms.

Hex returns in "Tough Luck", having been broken out of prison by his niece and apprentice Charmcaster. Together, they search for the Keystone of Bezel, which he plans to use to recreate the other five Charms and multiply his power tenfold. Again, Gwen gets ahold of the Keystone and is soon attacked by the pair. Hex fails again due to both the Tennysons' interference and Charmcaster betraying him so she can take the Charms for herself (though she fails as well).

He then reappears in "Don't Drink the Water", having aged into an old man since his last appearance. Learning of the Fountain of Youth, he tracks it down and uses it to become immortal. However, Ben, reduced to a toddler by the effects of the Fountain, uses Heatblast to evaporate the Fountain, which overexposes Hex and reduces him to an infant. Hex is last seen in Charmcaster's hands, where his niece enjoys taunting him at his expense.

Hex (who is revealed to have been possessed by Ghostfreak once defeated) appears in Ben 10: Protector of Earth, but only as a mini-boss that Ben faces at the end of Effigy Mounds.

Sixsix

Sixsix is one of three alien bounty hunters sent to take the Omnitrix from Ben. He is a merecenary from the Sotoragg system. Unlike the other hunters, he only speaks in his own language, though they can still understand him and vice versa. Sixsix has purple armor and strange, clamp-like feet; the armor he wears was taken from an assassin droid he gutted. He is equipped with a jetpack, and his armour is covered with pouches that hold various weapons and projectiles, such as twin blasters, laser discs, an energized buzz saw, laser blade and whip, a sonic weapon, throwing pikes, grenades, bolas, rockets, and several tentacle-mounted lasers coming out of his back pack. He also has several very strange small claws and hands that extend from his shoulders that are usually used to throw the small pikes coming out of his jet pack, or bombs when he is using his blasters.

Sixsix appears in the episode "Hunted". Sixsix later appears in "The Galactic Enforcers", teaming up with Vulkanus as part of his plan to combine Element X with bisynthium alloy (an unspecified form of iron ore) to create an explosive capable of wiping out an entire solar system. Sixsix and Vulkanus reappear in "Perfect Day" as villains in Ben's dream.

He appears as Vilgax's henchman in Ben 10: Secret of the Omnitrix after Vilgax found him drifting outside Incarcecon. His helmet is broken, revealing a gray-skinned creature beneath; however, the enhanced commentary for the special reveals that Sixsix is a mutant, and that others of his kind do not look the same. Strangely, he seems to become more feral after this happens: Vilgax attaches a leash to him in order to keep him under control. He seems to have developed a grudge against Tetrax since "Hunted", attacking him relentlessly upon meeting him again. He was finally defeated by Tetrax as he tries to escape after Ben defeats Vilgax and his army.

Sixsix appears again in Ben 10: Protector of Earth as a mini-boss, fought at the end of Cape Canaveral. His role is only to stall for time as Vilgax prepares the final phase of his plan.

Ben 10: Alien Force introduces the bounty hunter Sevenseven, a visually similar character of the same race described as being far more dangerous than Sixsix. His armor is similar to that of Sixsix, but a lighter shade of purple, and, like Sixsix, he does not speak a word of English (even when talking to those who do), but other aliens are able to understand him perfectly.

Vulkanus

Vulkanus (voiced by John DiMaggio) is a Detrovite (the same species as Ben's ally Technorg from "Grudge Match") who partners up with Sixsix in order to build a weapon capable of destroying a solar system. Unlike Technorg, he isn't enhanced in any way. He is stopped by Ben and the Galactic Enforcers in the episode "The Galactic Enforcers".

He reappears in Ben's dream world in "Perfect Day" working alongside Sixsix again, and in the future episode "Ken 10", where he was defeated by Ben 10,000 and transported to the Null Void dimension.

Vulkanus makes an appearance in Ben 10: Alien Force, in the episode "Kevin's Big Score". According to Vulkanus, he was betrayed by Kevin during a "counterfeit isotope" scam a few years earlier. Kevin left him holding the merchandise when the Plumbers arrived, and though he managed to escape, the Plumbers destroyed his ship. Unable to leave Earth, he resorted to trading low-level alien technology to get by. When Kevin arrives looking to obtain an important item (a holo-disc from Grandpa Max), Vulkanus decides to get back at him for the betrayal by forcing Kevin to absorb a small piece of Taedenite, the rarest living gem in the galaxy. This causes Kevin's body to mass-produce the gem, thus giving Vulkanus an endless supply. However, he is foiled by Ben, who uses Big Chill to literally freeze off his armor, revealing that Vulkanus is really nothing more than a minuscule alien in a robotic suit. Rather than attempt to arrest him, however, Kevin leaves Vulkanus with the small fortune in crystals he had managed to chip off beforehand, considering it as payment for his past actions.

Mike Morningstar/Darkstar

Mike Morningstar (voiced by Wil Wheaton) is the son of a plumber who first appears in the episode "All That Glitters." He has the power to drain the life force from women and turn them into zombies under his control. Mike can use the energy he drains for flight, superhuman strength, superhuman durability, and to fire destructive energy blasts. He gained immense power after absorbing energy from Gwen. With that power, he was more powerful than Ben and Kevin combined, able to beat them both down simultaneously with relative ease, and he would have killed them if Gwen hadn't intervened. His victims can be identified by circular, star-like marks on their arms that bear resemblance to parasite bites; a result of the mouths on his palms which facilitate his powers. He is a classic villain stereotype; he believes that, since he was born with superpowers, he should only use them to help himself instead of others. He is defeated after absorbing energy from Gwen, who in turn absorbs his energy, depleting most of his power. His other zombified victims likewise turn on him and drain what little energy he has left, leaving him withered and powerless. Afterwards, Kevin crushes his Plumber's badge stating "You don't deserve this."

He later returns in the eponymous season two episode Darkstar Rising now calling himself Darkstar. He claiming that Mike Morningstar no longer exists. He seems to have lost his ability to fly, although his power to absorb energy has increased. He can now absorb energy through black energy rays that drain the energy from whatever they touch (no longer does he have to make contact) which expands his list of possible targets expedentially. He can also shoot black energy rays though these seem to be no different then his old ones besides beuing black in color. After capturing Magister Ghilhil, a Highbreed Lord, Kevin, and Ben, Gwen again causes his downfall with the help of DNAliens. He is then arrested by Magister Ghilhil and taken to be imprisoned in the Null-Void. As Darkstar, Mike wears a metal mask to cover his zombified face.