List of Ben 10 villains

Below is a list of all the villains who appear in the Ben 10 universe ranging from Ben 10, Ben 10: Alien Force, and Ben 10: Ultimate Alien.

Vilgax

Voiced by:

• Steven Blum - Ben 10
• James Remar - Ben 10: Alien Force and Ben 10: Ultimate Alien
• John DiMaggio - Ben 10 Alien Force: Vilgax Attacks

Vilgax is a Chimera Sui Generis (named after the mythological monster, the Chimera), as well as an archenemy of Ben. He is ruthless, cruel, and power hungry as he will stop at nothing to take the Omnitrix and use it to build an army capable of conquering every planet in the galaxy. He is one of the most feared aliens in the galaxy, having conquered 10 worlds, destroyed five others and created a black hole. In fact, he is so feared, that almost no biological life-form is willing to work for him, forcing him to use robotic Bioids and robot drones for his entire crew, though he is able to find mercenaries willing to work for him for the right price. 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, though how he gained this knowledge is unknown.

In the beginning of the original series, Vilgax had no actual powers, though after an accident while trying to get the Omnitrix from Xylene he received serious injuries caused by his ship being damaged, forcing him to be placed in a healing vat while following the ejected sphere holding the Omnitrix to Earth. By that time, he is outfitted with cybernetic enhancement that give him the ability to temporarily increase his own muscle mass and strength. Learning that Omnitrix has been taken by someone, Vilgax proceeded to sent his robots and bounty hunters to obtain it before being well enough to attempt getting it himself numerous times.

Vilgax returns in "Ben 10: Alien Force", having gained various new abilities and equipment by draining powers from the champions of ten worlds he conquered. His new abilities include even greater strength and invulnerability, a red laser projector, wind breath, flight at light-speed, super-hearing, a large sword he can cover with flame or Taedenite, and a gauntlet he can use to generate force fields and electric shocks. Though he originally chased Ben only because of this, and had few concern about his fate once he would get the Omnitrix, the several failures the boy caused him, as well as an imprisonment in the Null Void, causing his hatred for Ben grows, so much that, in his last appearances, he seems to want to kill him nearly as much, if not more, as to get the reformatted Omnitrix which he has become unfamiliar with since changed the codes (taught by Azmuth how to do it) and made few other unknown changes to it so Vilgax would not be able to use it. Despite his cruel and villainous tendencies, it was seen in "Ghost Town" that Vilgax does care about his own people (taking his role as Vilgaxia's ruler and champion very seriously), so much so that he is willing to put his own life on the line and use whatever other means necessary to ensure Vilgaxia's, and its people's, safety; even if it means begging his enemies for help.

Making his return in "Vengeance of Vilgax", making preparations for his return, Vilgax had defeated The Galactic Enforcers and claimed Ultimos' powers before arriving on Earth to challenge Ben with the planet on the line. Though Max Tennyson and the Helpers attacked him instead, Vilgaz defeats all of them before having the former deliver the message to Ben. When Ben fights Vilgax, he ends up shattered as Chromastone but reforms into Diamondhead and defeats Vilgax. Due to his defeat, by intergalactic law, Vilgax had to leave Earth and never return. This did not stop him from returning to Earth a few more times. In the series finale "The Final Battle", he teams up with Albedo in order to take the Omnitrix. When Albedo gets Ben to surrender the Omnitrix, Vilgax goes back on his deal and claims the Omnitrix to power his robot army. Albedo tries to fight him and ended up his prisoner. When Ben, Gwen, Kevin, and Grandpa Max ended up, infiltrating his ship, Ben managed to have the Omnitrix set itself to self-destruct which Vilgax thought it was a bluff, when it exploded, Vilgax's robots were useless to him and Kevin was finally reverted back to his human state. Doing the same trick to Albedo, Ben manages to take the Ultimatrix and fight Vilgax with his new power. But when his ship ended up submerged in the ocean, Vilgax uses his kind's natural ability to transform into giant squid-like creature, which he refers to as his true form, to swallow Ben. However, Ben assumes the form of Jetray and escapes as the ship sinks further into the abyss before exploding.

Vilgax returns in Ben 10: Ultimate Alien, in "The Flame Keeper's Circle", having barely survived yet was too weak to return to his usual form. He eventually was founded by humans who sold him to a freak show. The Flame Keeper's Circle founded him, believing the intergalactic conqueror to be Diagon, with Vilgax playing the cult's hopes and dreams to achieve a means to leave Earth and rebuild his empire. Though eventually discovered living in a fish tank in the group's main office building and exposed by Ben, the Flame Keeper's Circle remain unconvinced until Vilgax reveals his true colors once obtaining both the Sword of Askelion and Diagon's heart while regaining his usual form. However, deceived by Diagon with the promise of more power, Vilgax breaks the seal that kept Diagon out of reality while being sucked in.

Psyphon

Voiced by:

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

Psyphon is Vilgax's servant and right hand man. He is extremely loyal to Vilgax and follows his will completely; helping him to drain all the powers of the heroes of the 10 worlds he had conquered.

Psyphon returns in Ben 10: Ultimate Alien episode "Reflected Glory", he seeks to avenge his master's defeat by destroying Ben's "puppet masters", Cash and JT, bringing with him three R.E.D.s (short for Robotic Extermination Devices). In that episode, he displayed the power to fly, create red energy beams and barriers, and had enough physical strength to pummel Ultimate Spidermonkey into submission. He was weakened when JT and Cash used a Power Decoupler to drain out his energies.

Psyphon appears as a boss character in "Ben 10 Alien Force: Vilgax Attacks" and Ben 10 Ultimate Alien: Cosmic Destruction". He was shown working with the evil To'kustar (actually Albedo in disguise) in a plot to invade Earth. On the DS Version, Ben encounters him in Tokyo.

Doctor Animo

Voiced by:

• Dwight Schultz - Ben 10, Ben 10: Alien Force and Ben 10: Ultimate Alien

Doctor Aloysius James Animo is a brilliant and a mad scientist obsessed with genetic experiments on animals, and the first Ben's human enemy. He was once a promising researcher in veterinary science that 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.

Before his first appearance in the show, Animo watched a TV report showing Ben as Diamondhead saving a camp from a giant robot. This inspired him and led him to look for a way to create his own minion monsters, so Dr. Animo created the "Transmodulator", a device that can turn animals into giant monsters, and later bring back dead creatures such as mammoths and tyrannosaurs. He attempted to use his new monsters to take his revenge against Kelly and take his prize, but he was stopped by Ben. After this, he became one of the most recurrent villains in the show, usually trying to create armies of mutant monsters, and was even able to use DNA information from the Omnitrix to enhance his creatures twice. He has the ability to telepathically control any kind of animal (including his monsters and even non-sentient aliens), which, according to the enhanced version of "Ben 10: The Secret of the Omnitrix", he learned from Clancy, who could control insects in the same way, during his time in the Negative 10.

Dr. Animo returns in Ben 10: Alien Force, where his looks changes in this series; his body is more muscular and his skin is no longer green. In Voided, he had conquered the Null Void by using his power to take control of the Null Guardians and took on the alias D'Void, then forced the residents of the Null Void to build a machine which would open a portal to Earth so he could conquer it, but he was stopped by the combined forces of Ben and the resistance founded by Max and the Plumber's helpers. In this episode, Animo used his machine to give himself strength and durability which made him a match even for Humungousaur, something Ben stopped by freezing the machine as Big Chill.

Dr. Animo returns again in Ben 10: Ultimate Alien in "Escape From Aggregor", Dr. Animo returned to his old motif and was using a mind-control headband to force a Yeti to fight Ben as part of a diversion for his bomb that would turn anyone within the vicinity of the Himalayas into Yetis, which everyone thought that was an a stupid idea. Using Brainstorm, Ben was able to turn his mind-controlled Yeti against him, while Kevin and Gwen disabled the bomb, he's then most likely sent back either to the Null Void or a normal jail.

Sixsix

Voiced by:

• Dee Bradley Baker - Ben 10

Sixsix (named after the caliber of the two pistols that he wields) is a bounty hunter and mercenary from the Sotoragg system. Unlike the villains Ben has faced, he only speaks in his own language, though other aliens can still understand him and vice versa. It is said he has quite a reputation, as he wears a disguise when in Incarcecon as a means to avoid be attacked by those trying to prove their prowess by beating him.

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 armor 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..

Circus Freaks Trio

This trio of are recurring minor villains. They worked together in the guise of being freak show performers in Zombozo's circus before his disappearance. Whenever Ben runs into them, they end up working for the villain of the week. They appear to all three be mutants, at least in the case of Acid Breath, who claims to have gotten his power from his mother. In "Last Laugh", they work for Zombozo. Since he supposed demise them, they have worked later for different employers, such as Zs'Skayr, and Driscoll.

Acid Breath

Voiced by:

• Dee Bradley Baker - Ben 10

Acid Breath is a zombie-like, 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). As his name states, 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.

Frightwig

Voiced by:

• Cree Summer - Ben 10

Frightwig is woman with a pale skin, a tight-fitting body suit, and five orange prehensile tentacles for hair. They are also tipped with metal orbs, allowing 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.

Thumbskull

Voiced by:

• Jeff Doucette - Ben 10

Thumbskull has a head shaped like a thumb. Instead of hair Thumbskull had a horn that was broken previous to his on screen appearance. He also has a great strength, such as Fourarms, but limited intelligence, normally serving as the "brawn" of the group. He is also easily beaten by Ben, normally even worse than the others.

Hex

Voiced by:

• Khary Payton - Ben 10 and Ben 10: Alien Force
• Tara Strong - Ben 10 (as a child in "Don't Drink the Water")

Hexlord, also known as Hex, is a self-proclaimed "Master Magician" from Legerdomain who desires to rule the world with his unmatched magical mystical powers.

He possesses five magical mystic charms called the "Charms of Bezel" that give him incredible mystical powers and abilities, in addition to his own spell-casting abilities. It is unknown how he possesses powers even without the charms, but since it's implied in "In Charm's Way" that Charmcaster, daughter of his brother Spellbinder, was trained in controlling and manipulating mana, it was probably the same for him. He first fights the Tennysons while he tries to steal the final Charm of Bezel, during the fight with Ben, Grandpa Max, and Gwen, he locked in a stone casket until the police arrived, later, he was busted out by his niece Charmcaster and attacked Las Vegas for an artifact that can recreate the Charms of Bazel. Different from others Ben's enemies, he's fought Ben several times although he is more of an enemy of Gwen than he is an enemy of Ben, as he attacks her in most of his appearances

Hex returned in the third season of Ben 10: Alien Force, where it's revealed he has seemingly made up with his niece between the two series, and now lives in a tall, Japanese-style mansion where he keeps all his books of magic, including the Archamada. He has returned to his original age, and his look is mostly the same than before, though his clothes are now fully red instead of black and red, and his face is whiter than before making it look even more like a skull.

In "Time Heals", Gwen snuck into Hex's mansion to steal a specific spell book in one of her attempts to cure Kevin's mutation. Despite the warning of Paradox, Gwen does so but ended up causing a timeline where Hex has taken over the world, upon evading Charmcaster, Gwen infiltrates Hex's mansion again and runs into Hex who had become aware of the timeline change. While a weakened Ben tries to stop Hex and Charmcaster, Gwen successfully makes off with the spell book and prevents herself from causing this timeline.

In the video game "Ben 10: Protector of Earth", Ghostfreak possesses Hex's body, and uses it to fight Ben.

Forever Knights

The Forever Knights are a secret society/paramilitary first formed during the Middle Ages under Sir George and dedicated to keep Earth devoid of alien life forms, though their original purpose is revealed to battle the entity known as Diagon should it return. They use a coat of arms over a pair of crossbones as their symbol. When George left the Forever Knights, the order was divided in splintered groups and each ruled by a Forever King. At one point in history they called themselves The Organization and were made of royal bloodlines. Many members of the group utilize alien technology, donning armor that enhances physical abilities and arming themselves with futuristic medieval weapons: swords, lances, "laser lances", laser guns and electro shock rods. Any aliens they capture along the way are dissected and studied, and any humans caught with them are immediately deemed worthless and disposed of.

Different VAs provided the voice work for the Forever Knight soldiers: Richard Doyle, Fred Tatasciore, Khary Payton, Dee Bradley Baker, Jeff Bennett, Greg Cipes, Tim Curry, John DiMaggio, Greg Ellis, Robert David Hall, Yuri Lowenthal, Peter MacNicol, Richard McGonagle, Scott Menville, Jim Piddock, Alexander Polinsky, Kevin Michael Richardson, and Adam Wylie.

Forever King Driscoll

Voiced by:

• Richard Doyle - Ben 10 and Ben 10: Ultimate Alien

Driscoll was the first Forever King met by Ben, he was a Plumber who was thrown out in disgrace for stealing alien technology for his own benefit. He later joined the Forever Knights and worked his way up the ranks, eventually becoming their leader and creating a splinter group of Forever Knights dedicated to get revenge on the Plumbers. He wears a large armored suit that grants him enhanced strength, energy blasts, and protects him from harm. Driscoll is the closest thing to a main antagonist in the fourth season of the original series.

His first appeared in "Perfect Day" where he finds Enoch trapped in a dream world. He leaves Enoch to his fate after his multiple failures and says he will 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, in an effort to steal the "Sub-Energy", the most powerful energy source, 20 times more powerful than the Sun, and compared to nuclear power plants, they look like "wind-up toys", and given to the Plumbers as a reward for capturing an alien fugitive by grateful aliens they helped. Driscoll eventually manages to steal it and enhances his power suit with it, but the energy source was eaten by Upchuck, his suit is destroyed, but Driscoll survives and escapes.

Driscoll returned in Ben 10: Ultimate Alien, in "The Purge", where he, among the rest of the Forever Knight faction leaders, were summoned by Old George. Although he initially attacked him, he stopped once he realized who he was, and agreed to serve him. Later, while leading a group of Forever Knights to capture aliens, he was challenged by Ben to honorable combat over the fate of the prisoners, which Ben won. Despite this, Driscoll refused to let the aliens go, ordering the Forever Knights to kill them, however, after a powerful threat from Ben, Driscoll and his Knights withdrew. Driscoll apologized to Old George for his failure, and was surprised when George placed him in charge, while he went on a journey.

Enoch

Voiced by:

• Richard Doyle - Ben 10

Enoch has significant influence in the organization, appearing as their paramilitary leader in their first three appearances. He was eventually revealed to be one of Discroll's lieutenants.

In "Perfect Day", he and his men captured Ben and trapping him in a dream machine in a plot to remove the Omnitrix from his wrist. Ben turned the tides against him and trapped him in his own dream machine until the police arrive. When the Forever Ninja arrived and found Enoch like this, Driscoll arrived telling him to leave Enoch as he has failed him for the last time. In the "Enhanced Edition" of the episode, it was stated that took Enoch years to recover from the effects of the dream machine.

Enoch returns in Ben 10: Ultimate Alien, in "The Purge", where he was among the Forever Knight leaders present at Old George's meeting.

Enoch reappeared in "Ben 10 Ultimate Alien: Cosmic Destruction" as a boss. Ben encounters him in the ruins in Italy and has been enhanced by a strange artifact. When Ben defeats Enoch, he ends up turning to stone.

The Forever Knight Ninja

The Forever Knight Ninja is a silent cyborg who is a servant of Driscoll, built as his bodyguard and armed with various ninja-style weapons. He supported his leader as a member of the Negative Ten before being defeated and possibly destroyed by Upchuck.

Forever King Patrick

Voiced by:

• Michael York - Ben 10: Alien Force

Patrick leads an order dedicated to destroy an 'Immortal Dragon' which is his prisoner. It is later revealed that the 'Dragon' is actually an Alien Stellar Cartographer whose translator was destroyed when he was attacked by the first Forever Knights. Though the Dragon escapes, Patrick decides to make preparations to protect Earth against a potential attack from the Dragon's home world. In Pet Project, Patrick had Dr. Joseph Chadwick work on the ships that would be needed to attack the Alien Dragon's homeworld which also involved the capture of Ship. Patrick returns in "The Purge" where he was present upon Old George's return to the Forever Knights.

Connor

• Hakeem Kae-Kazim - Ben 10: Alien Force

Patrick's right hand who is considered the greatest among the Forever Knights, Connor was chosen by Patrick to slay the alien dragon that they held prisoner. When the alien dragon got free, Ben ended up in an unlikely truce with Connor in order to go after the alien dragon before learning the truth. After the alien dragon escaped back to his own planet with Ben's help, Connor admitted failure in that mission to Patrick and considered resigning from the Forever Knights. Patrick prevents him from resigning stating that there might be a planet full of alien dragons and plan to make preparations to protect the Earth. In "The Purge," he was present with Patrick during a meeting with the Forever Knight leaders when Old George appeared. During that time, Connor was wearing an eyepatch.

Forever King Urian

Voiced by:

• Jim Piddock - Ben 10: Ultimate Alien

Urian is the leader of another splintered terrorist group of the organization introduced in Ben 10: Ultimate Alien. He wears slightly bulkier Forever Knight armor, but no helmet. His suit also can give off an electric shock out of his gloves.

He appears in "Duped" where he wanted to obtain the ancient Toltech Battle Armor, an alien armor given to the ancient Aztec as a parting gift, it seems to be powered by two red crystals. Patrick returns in "The Purge" where he was present upon Old George's return to the Forever Knights.

Sir Cyrus

Voiced by:

• Robin Atkin Downes - Ben 10: Ultimate Alien

Sir Cyrus is a leader of a group that he claims follows the ways of Sir Geogre. He first appears in "The Creature from Beyond", in the cave of the Lucubra's seal. He teams up with Ben for defeat Lucubra. Later, becoming Driscoll's second in command after the Forever Knights are reorganized since George's return, Cyrus noticed that his squire was with Flame Keepers' Circle and threatened to kill him before Ben refuses that Winston was under Diagon's hold. Later he and Driscoll rendezvous with George to the Shrine of Diagon.

Sir George

Voiced by:

• Peter Renaday - Ben 10: Ultimate Alien

Sir George is the First Knight, having founded the Forever Knights over a thousand years ago and the presumed main antagonist of the season 2 of Ben 10: Ultimate Alien. George was born as Georgius in Ancient Rome in 231 AD and acquired immortality at some point by unknown means. Nine centuries later, George became a knight in the medieval era and obtained the Sword Ascalon from Azmuth in order to defeat Diagon. Though unable to kill the monster, George carved out Diagon's heart and pinned it to the ground with the sword while sending Diagon back into the rift. For reasons unknown, George left Forever Knights and ended up at Bellwood Senior Village in the 1930's, remaining there while aging for the next 70 years until the events of "The Creature From Beyond". Sensing the breaking of the seal that held a Lucubra, one of Diagon's minions, George left the retirement home and arrived to the site of the damaged seal before leaving. In "Prisoner Number 775 is Missing", George arrives at Area 51, where he attacks the guards and takes the base, turning it into a new Forever Knights strong hold.

In "The Purge", George appears during a meeting between Enoch, Driscoll, Patrick and Urian. After a brief fight with Driscoll, he is identified as the founder of the Forever Knights and unites the factions into one. George's first order was for the Forever Knights to target the aliens living on Earth and remove them whatever way possible. But after Ben derails the campaign, George holds no concern as he leaves Driscoll in change while going on the quest to reclaim Ascalon. Using a long series of calculations, Sir George found when and where the shrine that holds the sword and heart would appear next. Though Vilgax hindered him, George reclaims the sword and regains his youthful appearance so he can finally put an end to Diagon.

Vulkanus

Voiced by:

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

Vulkanus is a diminutive Detrovite that wears mechanical armor to compensate for his small size, making him as strong as Fourarms.

In the first series, Vulkanus partnered up with Sixsix in order to build a weapon capable of destroying a solar system using the "element X" and Bicenthium Alloy (the scientific name for iron ore).

Vulkanus returns in Ben 10: Alien Force episode "Kevin's Big Score", where according him, Kevin betrayed Vulkanus 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, making unable to leave Earth; so he resorted to trading level three alien technology to get by. When Kevin arrives looking to obtain an important item, which was a holo-viewer from Max, Vulkanus decides to get back at him for the betrayal by forcing Kevin to absorb a small piece of "Taedenite", the hardest and rarest gem in the galaxy; this caused Kevin's body to mass-produce the gem, thus giving Vulkanus an endless supply. However, he is foiled by Ben, freezing off his armor, revealing Vulkanus' true form. 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. But Vulkanus then used his new fortune to buy a permission to change Earth climate so it would be more like his home world, but again was stopped by Ben

Vulkanus later returns in Ben 10: Ultimate Alien episode "Hit 'Em Where They Live", he teamed up with Zombozo and Charmcaster to attack Ben's loved ones.

Vulkanus appears as a boss in the "Ben 10: Alien Force The Video Game". He also appears as a mini-boss in "Ben 10 Ultimate Alien: Cosmic Destruction". Ben encounters him in the catacombs while Gwen and Kevin were fighting the Forever Knights. In the DS version, Ben encounters him at Wyoming.

Charmcaster

Voiced by:

• Kari Wahlgren - Ben 10, Ben 10: Alien Force and Ben 10: Ultimate Alien

Charmcaster is Hex's teenage niece. Like him, 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, as she was able to get it back after it fell in the sea. She is also skilled in various magical spells, although it's clear that because of her inexperience, she is not as powerful as her uncle. Although like many other villains she dislikes Ben, Charmcaster especially despises Gwen on account of their shared natural affinity for magic, similar to Ben and Kevin's rivalry.

Charmcaster first appears in "Tough Luck", where she helped her uncle to get free from jail and took the key of Bezel from Gwen for him. However, she betrayed him at the last minutes in order to get the Charm of Bezel for herself; Gwen was able to use Hex's staff to stop her, the first hint of her magic abilities. Charmcaster once tried to switch bodies with Ben to get the Omnitrix, but when Gwen accidentally interferes; causing Charmcaster to accidentally switch with Gwen instead, Gwen was in Charmcaster's body while Charmcaster was in Gwen's body. Charmcaster stayed with Ben and Grandpa Max while Gwen was in a female's Juvie, but Gwen manages to escape using Charmcaster's magic, Charmcaster tried once again to switch places with Ben, but this time, she was back in her true body while both Ben and Gwen ended up in each other's body, Ben was in Gwen's body while Gwen was in Ben's body. When Charmcaster tried to switch places with Gwen, Ben kicked her out of the bubble and both are back in their true bodies, when Charmcaster ended up in juvie. Later she was part of the Negative 10's plot to defeat Ben, but even then she was more concerned in defeating Gwen rather than Ben, she also had a rivalry with her partner Rojo.

Charmcaster returns in Ben 10: Alien Force, she wears a way different outfit, and, instead of her bag, she now relies mainly on mana manipulation like Gwen, though she is still seen using many spells such as shape shifting, water manipulation, flight, telekinesis, mind control, teleportation, and bringing inanimate objects to life, she is also far more vicious, sadistic, and arrogant than before.

In "In Charm's Way", she tricks Kevin into attacking Ben by promising to restore him to normal, for she can drain Gwen's magical and Anodites powers. In "Time Heals", she is shown living with her uncle. In the alternate timeline caused by Gwen in her attempt to cure Kevin's mutation, Charmcaster had killed Gwen and turned Kevin into her rock-based slave.

Charmcaster returns in Ben 10: Ultimate Alien in "Hit 'Em Where They Live", she teams up with Zombozo and Vulkanus in a plot to kidnap Ben's parents. She was defeated by Kevin while Ben fought Vulkanus and Gwen faced Zombozo. She later appears next in "Where the Magic Happens" where Charmcaster helps Ben, Gwen and Kevin to get in Yahwahtacsip (Ledgerdomain as the natives refer to) and take the piece of the Map of Infinity.

In that episode, it was revealed about Charmcaster past. It was shown that Charmcaster had always dreamed of becoming a great sorceress, saying that she had studied magic her whole life but found it extremely unbelievable that Gwen could just come out of nowhere, steal her spell book and become so strong and powerful and suddenly 'out-magic' her. It is also revealed that when she was a child, her father Spellbinder, the greatest magical, mystic being ever lived and her people were at war with Adwaita; her father helped her and Hex escape safely to Earth, but failed in battle and was killed by Adwaita. Charmcaster's villainous actions were all to gain more and more power so that she could return to Ledger Domain and defeat Adwaita. Charmcaster moves past her feelings of resentment toward Gwen and actually develops a friendship with her, chiefly due to learning that the two of them are actually stronger and more powerful as a team than individually; her knowledge of magic coupled with Gwen's magical powers. She even ends up putting her life on the line, buying time for the trio to escape, leaving herself behind in Ledger Domain with the hopes of defeating Adwaita at last.

Charmcaster appears as a boss in "Ben 10 Alien Force: Vilgax Attacks." Ben encounters her on Terradino.

Zs'Skayr

Voiced by:

• Steven Blum - Ben 10
• Jeff Bennett - Ben 10: Alien Force

Ghostfreak is the secondary antagonist and he was originally one of Ben's aliens whose DNA was taken from Zs'Skayr. 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 (Wildvine's planet); however, unknown by Myaxx, Zs'Skayr possessed the Florauna (Wildvine's species) that was being sampled and thus Myaxx then got a Ectonurite-Flouarana hybrid sample. His personality lay dormant within the Codon Stream, as Ectonurites' personalities are tied to their DNA, the real Zs'Skayr has died sometime between then and the original series and a genetic clone was created in full power. Ghostfreak's original appearance was similar to that of a ghost with a black track along his skin but after freeing himself, he tore off the protective second skin to reveal Zs'Skayr's true form. He has the power to phase through matter and possess humans by going into them and controlling them, he also has telekinesis over beings he possesses and becomes far stronger if he's in complete darkness, which allows him to become even scarier in appearance and fire a powerful energy beam from his chest, however, without the second skin protecting him, sunlight can cause him to combust and die.

His mind lay within the DNA sample of Ghostfreak. He finally managed to force his way out of the Omnitrix in the episode "Ghostfreaked Out". After peeling off the protective layer of skin that normally covered him, he tried to take over Ben's body in order to become whole again. After a failed attempt to possess Ben, he coerced the Circus Freak Trio to help him by taking over Thumbskull and tossing him about the room in a show of force, he was destroyed when he was exposed to sunlight by Ben. Following this, Ben never used the form. In "The Return" and "Be Afraid of the Dark" where he is revived by 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, 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 Ghostfreak to exist in eternal darkness. He is once again defeated by Ben who once again destroys Zs'Skayr with the light of the sun; however, Zs'Skayr got some of his DNA into Ben's Omnitrix. In that episode, Zs'Skayr himself is still intent on gaining control of the Omnitrix.

Zs'Skayr turns up alive in the Ben 10: Alien Force. After being removed from the Codon Stream, Zs'Skayr had apparently been imprisoned by the Galvans; Vilgax frees him on the condition that he tell him the secrets of the Omnitrix and the knowledge to defeat Ben, but Zs'Skayr betrays him and takes over Vilgax's home planet of Vilgaxia, possessing the citizens and turning them into his minions that resemble his sun shielded form. Vilgax then enlists the help of Ben to try to take Vilgaxia back. During the battle, Ben lets Zs'Skayr enter his body, returning the Ectonurite DNA to the Codon Stream, Ben transforms into Ghostfreak but the alien soon takes control of him and soon he tries to possess Vilgax, but is defeated by Vilgax and Ben changes back, but Ghostfreak is now back in the Omnitrix.

Zs'Skayr appears as a boss in both "Ben 10: Protector of Earth" and "Ben 10 Alien Force: Vilgax Attacks" (Not for DS version).

Yenaldooshi

Yenaldooshi is a werewolf-like creature named by Navajo Indians under the impression that it was the actual creature of their folklore.

In reality, he is actually a Loboan from Anur Transyl's moon, Luna Lobo, sent by Dr. Viktor to steal communication equipment from the Navajo Indian reservation that Ben, Gwen, and Max were visiting in "Benwolf". Ben first fights against him, only to change back with the Loboan slashing the Omnitrix's faceplate causing the "Scan Mode", downloading his DNA, gradually change Ben into the form as the item was trapped between modes. Later, the Loboan appears to be killed by a cave-in, but actually survived as it completes its mission. In "Be Afraid of the Dark", it was revealed that the machine was part of Dr. Viktor's plan to cover the Earth in Corrodium radiation. When the Corrodium projector on the space station was destroyed, the device blew up him, it is unknown if he survived.

The Mummy

The Mummy, is a Thep Khufan from the planet Anur Khufos, he was sent by Dr. Viktor to find a dangerous element called Corrodium that crashed on Earth millions of years ago.

The crystals are a potent but unstable power source, and the radiation emitted by the crystals causes almost instant mutation in humans and other Terrestrial creatures. The Mummy arrived in purple lightning, which is the same way the Yenaldooshi arrived. During Ben's battle with the creature, its DNA was absorbed by the Omnitrix, giving Ben access to the form, then the Mummy is frozen solid by liquid Nitrogen device and buried, along with its corrodium, under a thick bed of concrete. Later he was freed by the Yenaldooshi, and the Corrodium it collected is used to power Dr. Viktor's machine. The Mummy and Viktor end up inadvertently sending both of them to the Null Void, through an ill-timed use of his teleportation device.

Viktor

Voiced by:

• Michael Dorn - Ben 10
• Peter Stormare - Ben 10: Ultimate Alien (with King Xarion's mind)

Viktor is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster.

As Zs'Skayr's second in command, using his powers on a teleportation machine to send his comrades to their positions,Doctor Viktor posed as a human to get a job at NASA to obtain the means to hijack a space shuttle while reviving his master to achieve their ultimate plan was to prevent the sun's light from reaching the earth using satellites. During the resulting battle, Ben accidentally had the Omitrix scan Viktor's DNA before he essentially defeats himself when an attempt to teleport Ben to an unspecified location, ended up with him and the Mummy getting tossed into the portal he created.

Viktor returns in Ben 10: Ultimate Alien, redesigned with two red eyes and a metal plate on his head, with lightning that is no longer purple but blue. Viktor was among Kevin's victims during the events of "Absolute Power", and then, Viktor was tossed into the Null Void. Between then and his return in "Viktor: The Spoils", Viktor ended up encased in ice and brain dead by the time he somehow ended up in the war-torn country of Zarkovia. However, originally intended as a weapon by his son Prince Gyula in order to dispose him, King Xarion transferred his mind into Viktor using a special contraption and Ben when he was passed out as AmpFibian. With Xarion's mind inside his body, the alien renamed himself King Viktor and nearly decimates the rebels before Ben's group encase him in a molten tank, vowing revenge on them for taking his birth right from him.

Eon

Portrayed by:

• Christien Anholt - Ben 10: Race Against Time

Voiced by:

• Sean Donnellan and Yuri Lowenthal - Ben 10: Ultimate Alien

Eon is an alternate version of Ben that had gone rogue and wanted to eliminate all other versions of him. Eon is also a Codon Stream's DNA sample of a Chronian (a play on Chronos, Greek word for time) from the planet Chronia.

He was introduced in the first live-action movie "Ben 10: Race Against Time" within an alternate timeline. Eon has a plan to activate the "Hands of Armageddon", a Chronian artifact that exists throughout time and space, in many alternate timelines. He uses ape-like aliens to help him use the Omnitrix to turn Ben into a younger version of himself showing some control of the watch, due to the fact that the Hands of Armageddon needed the energy of a young Chronian to activate, he also deactivated the fail safe so his DNA would completely overtake Ben's personality, essentially changing him into a clone of himself and leaves the scene of the crime seemingly wiping himself from existence as "two of the same beings cannot exist in the same place at the same time". As Eon, Ben activates the Hands of Armageddon which will start an alien invasion, but returns to normal after Gwen manages to reach Ben inside young Eon. The real Eon appears again and tries to exact his revenge, but Ben manages to send him crashing into the Hands of Armageddon, destroying it in that timeline in a huge explosion.

Eon returned in Ben 10: Ultimate Alien episode "Ben 10,000 Returns", it turns out that "Race Against Time" was in an alternate timeline. As it turns out, Eon survived his battle against the Ben of that timeline, and has since been traveling through various different timelines, enslaving versions of Ben wherever he finds them. When he comes to the real Ben (20 years from Ultimate Alien), Ben 10,000 sends him 20 years earlier, to present day Ben. They eventually find out that he was absorbing the Bens, making them into his minions, and that he's a corrupt Ben Tennyson, wanting to eliminate all other Bens and become the one and only Ben in the whole time-space continuum. They realized that Eon was hunting them from inside their Ultimatrixes. However, Eon was defeated when the Hands were destroyed by Jetray. Paradox states that all the Bens Eon absorbed will go back to their own timeline and return to normal.

The Highbreed

The Atasians call themselves as Highbreed, they are xenophobic alien races from the planet Augstaka that serve as the primary antagonists of the first half of Ben 10: Alien Force.

The Highbreed are very strong, they have wings that let them fly and also shoot claw darts from their hands. They can open their chest up, revealing root-like tentacles they can use to drink water from the ground. They have difficulty surviving and operating in warmer climates, which cause them to quickly dehydrate if they do not find water.

They considered themselves as thehighest life-form in the universe, due to the Highbreed believing that their DNA is the purest of all alien species, they have tried to maintain their blood purity for so long that it has led to much inbreeding. This idea of racial purity has become their undoing, because of lack of genetic diversity in the Highbreed gene pool has lead the Highbreed's immune system to become weak, making them vulnerable to infection, disease and sterility; their entire race was rendered completely sterile and without children, the Highbreed would become extinct. When the Highbreed were dying out but didn't wish to do so alone, spurring their xenocidal rampage throughout the universe to extreme levels. They wanted to take the rest of the universe with them by driving any species they find or encountered and bring them to extinction like they were. They are fiercely loyal to their commander and for them obeying order and dying is more important for them to live.

The Highbreed are racist to the extent they believe that their DNA is the purest of all alien species and seek to cleanse the universe of "lower life forms". To achieve this, they sent advance forces of Highbreed and Xenocytes. They built massive teleporter gates in secret, through which the main Highbreed armada arrives and destroys the natives and their planet.

In "War of the Worlds Part 2" Ben used the Omnitrix to reconstruct the DNA of all Highbreeds with the DNA of the aliens in the Codon Stream. The shock of losing the genetic consistency that had been a pillar of their cultural identity for so long drives the council to immediately consider committing mass suicide as their only remaining honorable route. Reinrassic III then appears and convinces them that Ben helped them live again. The council then elects Reinrassic the new Highbreed Supreme and he declares that the war is over.

Different VAs has voiced the Highbreed: Dee Bradley Baker, Paul Eiding, Robert David Hall, Richard McGonagle, and Kevin Michael Richardson.

The Highbreed appear as the main antagonists in "Ben 10 Alien Force: The Game".

DNAliens

DNAliens are hybrid beings infected by alien leeches called Xenocytes, turning into a half Xenocyte being. The Xenocytes are artificially manufactured by the Highbreed and are mass produced and attached to a host. As they attach to their host, they take over the personalities of the people they possess and control them, hacking their DNA, and within hours, the Xenocyte will completely cover the host's bodies transforming him into the DNAlien. The Xenocytes were sampled in the Omnitrix, but the Codon Stream noticed that they are non-sapient, so it deleted the DNA of them.

The DNAliens serve the Highbreed despite their racism (or, rather, speciesism). They often use ID Masks that can make them look human. They thrive on cold weather, so fire damages them beyond repair.

The Xenocytes and the DNAliens returned in Ben 10: Ultimate Alien episode "Simian Says", when the Arachnichimp (Spidermonkey's species) bounty hunter Simian brought a Xenocyte home and sold it to a crime lord named Mizaru. When he released the Xenocyte, it infected him and began spreading more Xenocytes throughout all of Aranhaschimmia planet. Eunice, with the help of Simian and Ben's team, were able to reverse the effect and cure all the Arachnachimps.

Different VAs has voiced the DNAliens: Dee Bradley Baker, Jeff Bennett, Greg Cipes, Diane Delano, Paul Eiding, Will Friedle, Wallace Langham, and Richard McGonagle.

Darkstar

Voiced by:

• Will Wheaton - Ben 10: Alien Force and Ben 10: Ultimate Alien

Michael Murphy "Mike" Morningstar is the son of a Plumber. He is initially depicted as a well-mannered individual whom appears eager to help Ben, Gwen and Kevin. He comes from a rich family as he states that his family has multiple mansions, how his family acquired such wealth isn't explained but it is known his is the only family which has such wealth, which are armed with a menagerie of Plumber technology. The technology in question is monitoring equipment that up links to a variety of networks which funnels information to him. Part of the monitoring equipment features a communication network between the Plumber badges and presumably the homing signal mechanism that's built into each device.

As they travel with him he shows a very uncaring attitude to others around him. This is evident by his slamming of the door in Kevin's face as well as his remarks to Gwen while they are alone. While Ben and Gwen quickly trusted him, Kevin knew since the beginning about Morningstar's true motivation (partially because of his jealousy, as Michael and Gwen tended to flirt with each other). After a fight with zombified schoolgirls, Kevin guessed that Micheal was the one responsible for these zombifications. His guess later proved to be right when Morningstar drained Gwen's energy, becoming nearly invincible and easily defeating both Ben and Kevin. However, Gwen proved to have enough will to resist his control, and drained her energy back from him, as well as part of his own, leaving him weakened. His zombie victims then turned against him, and took back what remained of his energy, leaving him almost dessicated and powerless.

Michael Morningstar's powers are a vicious cycle: the more life force energy he drains from others, the stronger and more powerful he becomes. But the more power he gains, the greater his hunger for power becomes.

He is vampire-like being, his abilities allow him to absorb energy of another living being. Through the absorption of this energy he gains the ability to fly, superhuman strength and stamina, projection of bolts of energy and his skin tone becomes healthier-looking. When he absorbs a great amount of energy, like Gwen's energy, he gains a gold membrane over his skin. Presumably this membrane confers a certain level of resistance as well as superhuman strength. All these abilities are lost should he lose the energy he's absorbed. This can happen by means of him coming into contact with someone he's drained. Whether he needs to recharge or something of the sort is unknown but it is known that he uses his draining as a sort of feeding. His draining of people has a few after effects on his victims: The victims become 'attracted' to him and may feel a slight level of infatuation after being drained a bit. Victims may exhibit a ring of 'bite marks' from being drained. Finally after multiple drainage victims enter a zombie-like state and their skin becomes grey and begins to desiccate and shrivel.

After a failed attempt to absorb Gwen's life force in his first appearance, his face was permanently zombified, forcing him to wear a metal helmet and now calls himself Darkstar, his powers having gradually returned much stronger and more powerful than before he seems to have lost his ability to fly and can no longer transform people into zombies, he can now manipulate dark energy and can use it to absorb the life force from living beings and shoot powerful blasts. In "Darkstar Rising", he decided to get revenge, he tries to get Ben, Gwen, and Kevin arrested by Magister Prior Gilhil for impersonating Plumbers and by making a deal with a Highbreed that he defeated. When the Highbreed did his part of the deal, Darkstar tried to absorb Ben, Gwen, Kevin, the Highbreed and Gilhil's life force energy but he was unable to absorb Gwen's because she escaped. He later captured Ben, Kevin, the Highbreed, and Ghilhil and was about to absorb all of their life force energy when Gwen came in with a group of DNAliens in which he was unable to absorb all of them because of fatigue. He was defeated by Ben and he was arrested by Magister Ghilhil, being thrown to the Null Void.

Michael appears Ben 10: Ultimate Alien two-part episode "Absolute Power", it is revealed that he is now in a weakened state and is forced to feed off the energy of stray animals just to survive and tries not to cause too much attention to him. He was later found and recruited by Gwen to stop Ultimate Kevin. As payment, she changes his face back to normal using a transformation spell, and then Michael agrees to help her to stop Ultimate Kevin, much to Ben's chagrin. He reveals that he kept a fragment of the Dominus Librium when it had exploded, though it's ineffective. However, a strong energy surge would make it usable again. The group goes to Los Soledad and meets Cooper who also agrees to the plot. Both Michael and Cooper create a device while Ben and Gwen stall Kevin. When Kevin becomes normal, Michael takes advantage of this moment and absorbs the vast powers and abilities of the Dominus Librium, becoming power-hungry Morningstar again, becoming pure energy. However, Ben anticipated this plot and presses a button which causes him to become normal again. Ben reveals that Cooper created for him a mechanism to revert the process of the absorption. Afterwards, Kevin punches Darkstar in retaliation prior from "Trade-Off".

Darkstar appears as a boss in "Ben 10 Alien Force: Vilgax Attacks". Ben encounters him on Encephalonus IV. Darkstar even asked how Gwen is doing. At DS version, Ben enetoucers him on Vulpin.

Argit

Voiced by:

• Alexander Polinsky - Ben 10: Alien Force and Ben 10: Ultimate Alien

Argit is a rodent-like alien who was one of Kevin's former associates and a minor criminal. He's a known con-man who seems to always owe someone money, thus he's normally seen trying to make money either for his own gain, or to pay off his debts. Argit has his porcupine skill that mainly has a useful ability. He can shoot his spikes at people which will knock them out,

Argit obviously doesn't care about anyone but himself. He is more than willing to betray people even if they trust him, making him a lying backstabber. He will do anything to secure his wealth, safety, etc., he is also self-absorbed. His greed and cowardly nature leads Argit to be highly sadistic and sociopath, visible in "Andreas’ Fault", where he shamelessly took advantage over Andreas' innocence, and when he apparently dies, Argit shows no sorrow for him, even after Kevin angrily scolded him for going too far. This scolding prompted him to coldly say that he doesn't understand Kevin, therefore proving that Argit can't understand empathy to anyone. Most notably in, was revealed that he sold his mother, and thus, showing that Argit doesn't have empathy even for his family and relatives

Sevenseven

Voiced by:

• Dee Bradley Baker - Ben 10: Alien Force and Ben 10: Ultimate Alien (vocal effects)

Sevenseven is an alien bounty hunter, and the same species as Sixsix, but far more dangerous. Much like Sixsix, he does not speak a word of English, even when talking to those who do, but other aliens have been shown to understand him. Unlike Sixsix, who uses weapons hidden in compartments of his armor, Sevenseven's hands can transform into various weapons and tools. It is mentioned that Sevenseven is Sixsix's older brother.

In "X = Ben + 2", Sevenseven had captured Princess Attea near Earth causing Emperor Milleous to target Earth for destruction. Attea later paid him to help overthrow her father, but both of them were defeated by Ben.

Sevenseven returns in Ben 10: Ultimate Alien in "Hit 'Em Where They Live", he attempts to kill Ben's mom. Fortunately, Max stops him by making his jetpack overload so that it launches him into the sky.

Sevenseven appears as a boss in Ben 10 Ultimate Alien: Cosmic Destruction. Ben encounters him at Wyoming. In the DS version, Ben entoucers him at China.

Albedo

Voiced by:

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

Albedo is the brilliant, albeit arrogant and rude Galvan that shows sociopathic tendencies. At one point, he was Azmuth former assistant, whom he asked for an Omnitrix of his own, but when Azmuth refused, he built one of inferior quality and synchronized it to work exactly like Ben's; unfortunately, as Ben's DNA is the default, Albedo was transformed into a clone of Ben. As a result, he also developed many of Ben's cravings and habits, which he considers utterly repulsive: He has the same taste in food, scratches himself in inappropriate places, and his left eye twitches when he lies. As a running gag, he develops a craving for chili fries, even more than Ben himself, calling it a "human weakness". Originally he had hated this habit, but develops a liking for them, though he denies this and blames it on his human DNA.

In "Good Copy Bad Copy", he tried to get Ben's Omnitrix, believing it would be able to turn him back to his original form. When Albedo and Ben eventually met during Albedo's rampage at another Knight castle, Albedo pretended to be the creator of the Omnitrix, accusing Azmuth of being a liar, and asked Ben to give it back to him. When Ben realized that he was lying, he refused and Albedo attacked him in order to take his Omnitrix by force. After clashing with him twice, their Omnitrix locked with each other, almost causing a feedback that could have destroyed a whole galaxy. During the process, Albedo's human form was damaged. Azmuth then arrived and destroyed Albedo's Omnitrix, trapping him in his human form as punishment and sending him to prison in the Null Void. In the series finale "The Final Battle", Albedo eventually escapes from the Null Void, teams up with Vilgax, steals the Ultimatrix from Azmuth, and completes it, using pieces from his broken Omnitrix and tools given by Vilgax, he successfully completed the Ultimatrix and tried to use it to turn back to his Galvan form, however, the Ultimatrix did not the option of a Galvan due to being linked to Ben's Omnitrix. Vilgax then offered him an alliance, promising he would let him get Ben's Omnitrix. Though not really trusting him, Albedo accepted and helped him. Despite the alliance being a success, Vilgax quickly double-crossed Albedo and made him his prisoner. After the Omnitrix was destroyed, Ben freed Albedo and forced him to hand over the Ultimatrix by triggering the self-destruct command.

Albedo returned in Ben 10: Ultimate Alien episode "Double or Nothing". Ever since Vilgax's ship blew up, Albedo attempted to make money off his resemblance to Ben in a live action show that he both directs and stars in, "Ben 10: Live", hiring aliens to pose as Ben's alien forms. Albedo intended to use the money to buy equipment in order build a machine to not only return his original Galvan form, but to be enable to change into any alien form without need of an Omnitrix. This way, Albedo would no longer be Ben's enemy and leave Earth. However, the Vaxasaurian Hugh, who plays Humongosaur in the performance, wanted the acting troupe to stay together. To that end, Hugh convinces Ben to interfere by lying about Albedo's goals being to turn the entire human race into copies of Ben. This, in turn, causes the machine to malfunction due to Ben's Ultimatrix, resulting with Albedo being stuck as a human forever rather than a Galvan as intended. In a fit of misplaced rage, Albedo attacks Ben before being knocked out and left in Hugh's care.

Albedo appears as a boss in "Ben 10 Alien Force: Vilgax Attacks". Ben ends up encountering Albedo on Morotesi. Albedo appears in the "Ben 10 Ultimate Alien: Cosmic Destruction" video game. He has harvested the To'kuster DNA and used it to become one in order to attack Earth.

The Queen

Voiced by:

• Vicki Lewis - Ben 10: Alien Swarm

The Decoy Queen is a Nanochip, a biomechanical beings shaped like nano-chips.

The Queen produces them from her body and later, after she takes up residence in Victor Validus's body she produces them from there; they have the ability to take over a person's mind. They are a hybrid which is part organic matter and part machine; however, The Queen transferred herself into the body of Elena Validus after leaving a decoy queen that is destroyed by Nanomech. In "Revenge of the Swarm", it was revealed the "queen" Ben destroyed was a decoy and the real queen entered the body of Elena, creating a new Hive that forms a symbiosis with the human and act on her subconscious desire to have Ben all to herself. Ultimately, when she used the drones in an attempt to choke Ben to death, she was convinced by Julie to stop all this if she really loved Ben and at that moment Elena took control and sacrificed herself.

The Vreedle Brothers

The Vreedle Brothers are an army clone brothers, all of which work as "Repo men". They are all clones created by their parents who created multiple clones of them using an "expired cloning kit". The Vreedle Brothers are physically weaker than most of Ben's enemies and appear to be no stronger than a normal human. However they make up for this with a large arsenal of Alien weapons, tech, & gear; and have a tendency to blow things up, which results in them having numerous run-ins with the law. As they were cloned by an expired cloning kit, they are basically defective clones, this result the Vreedles to have a very limited intelligence that often serves as a comical resort in the show; although, they seem to be somewhat smarter than Appoplexians (Rath's species). However, being "spoiled"(defective) clones, this gives the Vreedle's a form of semi-immortality, meaning even if they are killed, another "set" of clones will take their place. According to Octagon, they have been killed by explosions several times in the past (likely due to their stupidity and tendency to blow things up). Each "set" of clones appear to retain most if not all the memories of the previous "set".

They first appear in "Vreedle, Vreedle", hired by Baz-El to return Ship back for him. After Judge Domstol found the case in favor of Ben, Baz-El ordered the Vreedle Brothers to drop from their mission, but they denied that request causing them to be fended off by Ben and Kevin. In "Busy Box", the Vreeddle were destroyed by the Naljian Destructor but returned later.

Another "set" of Vreedle returns in Ben 10: Ultimate Alien episode "The Enemy of My Enemy", where their father enlisted them to the Plumbers' Academy, but are failing in their exams, so he sent Argit to infiltrate the academy and change their grades. When Ultimate Kevin attacked, the Vreedles tried to help by using a nuclear bomb grenade against him, unaware that the device would kill everyone in the vicinity. After Kevin left, the Vreedles were ordered by Korwak to arrest Argit for several crimes.

The Vreedle Brothers appears as bosses in "Ben 10 Alien Force: Vilgax Attacks", and "Ben 10 Ultimate Alien: Cosmic Destruction". In the first, Ben encounters their on Vulpin (on Enchephalonius IV, at DS version). In the second, Ben encounters Vreedle Clones at Paris as a mini level (who were killed by Ben) and later encounters their clones in the Amazon as the main boss(es) where they were killed again when the base self-destructed. On the DS Version, Ben encounters them at Plumber's Academy in space.

Octagon Vreedle

Voiced by:

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

Octagon Vreedle is significantly smarter than Rhomboid (though this is relative). He is the leader and older brother of the duo.

Octagon has quite a large vocabulary, and can say things that are quite deep, but despite his more mature, serious and Down-to-Earth personality, he can still be easily tricked such as when Gwen distracted him and his brother with bubble wrap. In contrast to his brother, who is superior in size and strength, Octagon is skinny limned, and prefers to use his intelligence instead. He often finds himself at odds with his less intelligent brother, while he often attempts to talk or negotiate in situations, his brother will start blasting away before he can really get talking.

Rhomboid Vreedle

Voiced by:

• Rob Paulsen - Ben 10: Alien Force and Ben 10: Ultimate Alien

Rhomboid "Boid" Vreedle is the younger brother, he is significantly less intelligent and more trigger happy than Octagon.

Boid is the least intelligent of the siblings, but, he is more intelligent than Rath, but less mean. He appears to be the workhorse, possibly because of his superior size and strength. One could say that Octagon is the "brains" and Boid is the "brawn," always blowing things up with a large weapon (though neither of them are very smart). As he is the younger brother, he usually follows Octagon's orders. One could say that Boid is the stereotypical "younger sibling who gets bossed around by the older sibling."

Will Harangue

Voiced by:

• John DiMaggio - Ben 10: Ultimate Alien

Will Harangue is a loud-vocaled television newscaster who hosts "The Harangue Nation" on cable.

Will debuted in the pilot episode of Ben 10: Ultimate Alien, "Fame", stating in his program that Ben Tennyson is a threat to humanity, Will has launched a smear campaign against him and constantly tries to denounce him as a threat to humanity (Although there is evidence to suggest he only does so in order to garner ratings). His declarations on TV always put Ben in a bad mood and cause him to be worried about going to school. However, when he finally goes, his classmates prove to be more grateful than Harangue.

In "Video Games", where, with the help of Oliver Thompson, he tricks Ben into showing all his aliens' moves for what he think to be a video game, but actually serves to create a giant robot, referred as "the Stalker", able to counter all of his aliens. He then uses the robot to try to destroy Ben, even succeeding in defeating him at one point, though he chose to not to eliminate him immediately because he wanted his public to see his death. The Stalker is eventually destroyed by Nanomech, the only alien who had not been scanned because of his miniaturized size. Ben, as Way Big, then crushed its remains in front of Harrangue and "accidentally" dropped it on the Will's car. Due to the Stalker's failure, Harangue later fired Oliver. To avoid being arrested for attempted murder and vandalism, Harangue later used and manipulated the footage as more proof of the violence Ben was capable of, angrily referring to the destruction of his vintage car as an act of juvenile delinquency.

Harangue also made an appearance in the episode "Hero Time", working alongside the so-called superhero Captain Nemesis trying to get bad footage of Ben. When Captain Nemesis was arrested, he tried to back up Overlord by blaming Ben saying that Overlord did bad things to stop "The Menace of Ben Tennyson".

Will Harangue appears in "Ben 10 Ultimate Alien: Cosmic Destruction" where he is featured on the news talking about Ben Tennyson's "attacks" on the other countries using footage leaked to him by Captain Nemesis. He even blames Ben for the To'kustar's attack on Earth.

Aggregor

Voiced by:

• John DiMaggio - Ben 10: Ultimate Alien

Aggregor is an Osmosian (Kevin's inherited species) from Osmos V.

Aggregor is the main antagonist in the first season of Ben 10: Ultimate Alien. Like Kevin, he can absorb any type of matter and energy and use them by the force of his will, with his own natural abilities or with his staff, and like Vilgax, he uses robots as his army rather than living soldiers, but unlike Vilgax and the Highbreed, Aggregor prefers to carry out his plans himself rather than let his henchmen do the work for him. In addition, he is a highly skilled hand-to-hand combatant and cares a powerful spear, Aggregor can use this weapon like a staff or spear to stab targets or to fire blasts of red energy that can disrupt other energy fields, stun targets or disrupt machinery.

His plot was kidnap five aliens from the Andromeda Galaxy so he could drain them all of their powers and abilities with a machine he built back on his home world. After which, he plans upon using their combined powers and abilities to become strong enough to search for and reassemble the four fragments of the Map of Infinity get to the Forge of Creation to absorb the powers of a newly born Celestialsapien (Alien X's species) and became omnipotent, what he calls "the Ultimate Prize".

Though forced to rely on other means, Aggregor manages to absorb the aliens' powers where they faded away in the process and becomes an unstoppable monster, and he didn't needed his soldiers or a ship. And also manages to obtain all four pieces of the Map of Infinity, although he was unable to achieve his prize when Kevin absorbed the Ultimatrix aliens and defeated Aggregor, absorbing his powers, turning back to his original form.

Flame Keepers' Circle

The Flame Keeper's Circle, also known as the Esoterica, is a cult that worships an interdimensional being named Diagon, which attacked Earth during the Middle Ages before being defeated by Sir George and forced back to the rift from here it came. However, in the aftermath by of a present day attack by one of Diagon's Lucubras, the Flame Keeper's Circle makes its presence known by posing a philanthropic organisation who take donations and use them to provide humanitarian aid while stating Diagon to be a being that would bring Earth into a state of Utopia. Their ideology, in turn, was taken advantage of by Vilgax posing as Diagon so he can achieve his own goals.

Having access to alien technology, the cult's members can manipulate space, use it to slip into other dimensions to avoid attacks and execute sneak attacks, along with manipulating energy.

Conduit Edwards

• John DiMaggio - Ben 10: Ultimate Alien

Conduit Edwards is a businessman and the leader of the Flame Keepers' Circle, believing that Vilgax was Dagon and defended him at all cost while refusing to believe the truth. It was only after Vilgax regains his normal form and with Dagon's heart fused within him, that a betrayed Edwards tries to retaliate but is knocked out.