This list only includes villains which have appeared in more than one episode.

Contents 1 Vilgax 1.1 Psyphon 2 The Forever Knights 2.1 Enoch 2.2 The Forever King 2.3 Forever Knight Ninja 3 Zs'Skayr (Ghostfreak) 3.1 Zs'Skayr's Minions 3.1.1 Vicktor 3.1.2 The Mummy 3.1.3 Yenaldooshi 4 Highbreed 4.1 DNAliens 5 The Negative 10 5.1 Dr. Animo 5.2 Charmcaster 5.3 Clancy 5.4 Rojo 5.5 The Circus Freaks 5.6 Sublimino 6 Hex 7 Sixsix 8 Vulkanus 9 Argit 10 Mike Morningstar (Darkstar) 11 Vreedle Brothers 12 References

[edit] Vilgax

Vilgax (voiced by Steven Blum in the first series, James Remar in the second series, John DiMaggio in Ben 10 Alien Force: Vilgax Attacks) is a Chimera Sui Generis (named after the mythological monster, the Chimera, a Chimera is also an organism that has traits of multiple organisms), as well as a vicious, intergalactic conqueror, who will stop at nothing to obtain the Omnitrix in order to build an army capable of conquering every planet in the galaxy. Alongside Kevin 11 and Doctor Animo, he is the most recurring villain of the series and Ben's primary and most powerful nemesis. 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 conquered 10 worlds destroyed five, 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.^[1] He is both monstrously powerful and incredibly single-minded; once he sets his sights on a goal, he will not stop until he achieves it, as shown with his obsession to get the Omnitrix. Vilgax is shown to respond to weak, semi-hilarious comments in a sadistic-yet-humorous way (for example, he calmly stated, "Hardly", in response to Ben timidly asking, "I don't suppose that means you're gonna let me go, does it?") ^[2] Vilgax is thus far the only villain whom Ben has never actually been able to defeat; with the exception of the final battle in Secret of the Omnitrix, Ben has been completely outmatched every time he fought Vilgax and only manages to fight him off with external help. In "Vengeance of Vilgax", Gwen even goes far as to comment on how powerful Vilgax was even then, remarking "we barely used to beat him in the old days."

In the first season, Vilgax is confined to a regeneration tank in his ship, the Chimera Hammer, 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.^[3] 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. After his modifications, Vilgax is almost unstoppable, being able to survive a fall from the upper atomsphere and getting up without any ill effects. During the Tennysons' run-in with Rojo, Vilgax establishes a psychic link with Ben (something he seems unaware of) which is how the Tennysons knew in advance about Vilgax's arrival. After emerging from the chamber, he wears the breathing mask he wore inside it for the entire series, no explanation for this is ever given. At the end of the first season, Vilgax tries to retrieve the Omnitrix himself and manages to capture Ben but the other Tennysons rescue Ben just in time. The Omnitrix is supercharged, causing Ben to rapidly cycle through forms at random. He knocks Vilgax out of Vilgax's ship in the upper atmosphere. The two then have an epic battle on top of Mt. Rushmore, resulting in Vilgax shattering one of the heads. Vilgax captures Ben once more but finds his ship, the Chimerian Hammer, is set for self-destruct after it takes off. Ben pins the warlord under rubble and escapes just as the Chimerian Hammer is explodes with Vilgax still aboard.

In "Truth", Max tells Ben and Gwen how he and his partner Phil had a run in with Vilgax who was stealing nuclear missiles 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 and killing him. 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 as Arcticguana 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, nevertheless he manages to track Ben to Azmuth's planet with his entire robotic army and intended to force Azmuth to build an even more powerful device than the Omnitrix when the Omnitrix was deactivated. He is eventually defeated when Azmuth, the creator of the Omnitrix, gives Ben access to a massive alien, Way Big, who easily demolished his army and hurls Vilgax into outer space. In "The Vengeance of Vilgax", it is revealed this was the last time Ben faced Vilgax until that episode.

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 and apparently incinerated. 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. It should be noted that the writers of 'Alien Force' stated this episode was a 'What If' episode, meaning it didn't happen in the 'Alien Force' timeline.

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 steal the Omnitrix and 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.

In Ben 10: Alien Force, Vilgax is only mentioned once when Magister Prior Ghilhil stopped Ben, Gwen, and Kevin from helping the Earth. Ben mentioned that he defeated Vilgax years ago, though it is not specifically stated how or when he defeated him or whether or not Vilgax is still alive. Vilgax is also mentioned in the episode "Grounded" when Gwen mentions to Ben that "You've gone nose to nose with Vilgax without blinking."

Vilgax reappears in "Vengeance of Vilgax". Vilgax has developed a multitude of abilities as a result of draining the powers from the greatest heroes from the 10 worlds he's conquered (such as Ultimos' heat vision) his left arm is now coated in armor plating and equipped with a gem that acts as tazer of sorts as well as a laser and a shield projector. He also has the ability to breath a powerful gust of wind and coat the large sword he now wields in flames or crystals.

In addition of his new powers, Vilgax has changed a lot: his cybernetic parts and breathing mask he wore during the entire original series are gone (though he still has superhuman strength and durability), giving him a look more like before his accident against Xylene's ship, with a visible mouth and less hulky body. He's wearing different clothes, with red in addition to black, and has a different voice. He also seems to have become slightly less serious than in the original series (when he faces Ben, he comically quips, "Ben 10, I've come to kill you and conquer your world. Is now a bad time?") and has seemingly lost interest in the Omnitrix, instead fixated on getting revenge on Ben (though it's arguable, as he clearly tried to get the Omnitrix anyway). He now goes by the "Galactic Code", conquering worlds by defeating each planet's most powerful warrior. Though Vilgax respects this rule, it's quite made obvious he only does it to use it as his own advantage, in order to "exercise his legal right to destroy the world" if they do not accept his challenge and then conquer their world when he wins.

Vilgax returns to Earth, easily defeating Max and his new Plumbers but not stealing their powers, instead leaving to wait for Ben. Vilgax makes a planetwide broadcast to challenge Ben, and gives him twenty-four hours to prepare for a fight that will determine the fate of the Earth. Ben finally arrives for the challenge and the two have a large scale battle, Ben using his ability to change forms at will to counter Vilgax's stolen powers, leaving the two rather evenly matched. Vilgax seemingly wins by shattering Chromastone with his sword, but the Omnitrix reforms Chromastone's remains into Diamondhead. Ben eventually manages to crush Vilgax under four large crystals, pinning him down and blacking his eye (the first time Ben has been able to visibly injure Vilgax). Ben forces Vilgax to surrender, by galactic code resulting in Vilgax being forced to leave Earth forever. Vilgax begrudgingly accepts his defeat, but vows to have revenge on Ben one way or another. It's not sure if Vilgax will accept his banishment or attack Earth again because of his character. It may be assumed that he accepted his defeat in order to keep the law on his side, and would not hesitate to break it once the opportunity presents itself.

In "Ghost Town", Vilgax breaks Ghostfreak out of prison, only to be doublecrossed, and have his entire home planet enslaved, forcing Vilgax to go to Earth and ask Ben for help. It is revealed that he is considered a benevolent ruler in Vilgaxia, his home planet, which was named in his honor. When Ben is possessed by Ghostfreak, Vilgax jumps at the opportunity to destroy both his enemies at once. However, he is soon overwhelmed, but manages to use his sword to create a burst of light that allows Ben to regain control. He allows Ben and the others to go free, gloating to himself over gaining the complete knowledge of the Omnitrix, which he had interrogated out of Ghostfreak at the beginning of the episode.

In Ben 10 Alien Force: Vilgax Attacks, Vilgax and his lackey Psyphon have gathered an extreme team of fearsome foes to command each planet of the galaxy, leaving bosses to rule the conquered worlds in his stead, and after getting rid of off-world Plumbers, the next target is Earth and Ben must save the universe from Vilgax once and for all. He invades Earth, intending to use a Null Void Projector to unleash an army of aliens to conquer it and succeeds but Paradox takes Ben, Gwen, and Kevin back in time. They succeed in destroying all the possible energy sources, leaving Vilgax with too small of an army to complete his plan when his projector runs out of power. He beams Ben aboard his ship for a pitched battle. After being defeated by Ben, Psyphon attempts to blast Ben with the Null Void Projector but Ben uses Alien X to redirect the blast, resulting in Vilgax and Psyphon being sucked into the Null Void.

[edit] Psyphon

Psyphon (voiced by Dee Bradley Baker) is an alien with one large horn protruding from his head and has a slight skeletal appearance. He appears in "The Vengeance of Vilgax" and helps the titular villain Vilgax with draining the powers from the defeated heroes (thus his name). Nothing much is known about him and his personality, but he appears as devoted to Vilgax, and shows sign of arrogance toward Earth peoples including Ben.

Psyphon is a mini-boss in "Ben 10 Alien Force: Vilgax Attacks" where he leads the attack on Bellwood. Ben encounters him on the rooftops where Psyphon demonstrates his powers ranging from forcefields, orbital lasers, and energy attacks. When Ben defeats him, he uses his powers to bring a Mr. Smoothy drawing on a billboard to life before retreating. After Vigax is defeated, Psyphon steals the energy core that Ben had to power the Null Void Projector in order to send Ben into the Null Void. As Alien X, Ben deflects the attack sending Vilgax and Psyphon to the Null Void.

[edit] 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 or mutants. 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 (first mentioned in Ben 10: Alien Force) is the slaying of a dragon (actually an alien) that had been captured 1000 years prior.^[4] This led to the acquisition of both human and alien technology in hopes of finding a weapon with which to kill it, hence their interest in powerful and dangerous alien relics (i.e. the Sword of Ekchuah, the Sub-Energy, the Omnitrix, etc). This event causes myths and legends about dragons to spread across the world. This dedication has been 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 Ben as 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.

The Forever Knights are the main antagonists in the fourth season. 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. They were defeated twice more in this series, but each time they rebounded.

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

[edit] Enoch

Enoch (voiced by Richard Doyle) 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, turning himself into 'Ultra Ben', allowing him to defeat Enoch (ejecting him from the dream) and escape. After a brief struggle with XLR8 in the real world, Enoch was unknowingly trapped in the dream world, believing the machine malefuctioned and he came into poccession of the Omnitrix. He is later found by the Forever King and Forever Knight Ninja. with Enoch's multiple failures, the Forever King decides to leave him be and that he will deal with the Tennysons himself. In the Enhanced Version of "Perfect Day," it mentioned that it took Enoch years to recover from the effects of his dream machine and he never appeared again in the series.

Enoch also serves as a mini boss in "Ben 10: Protector of Earth."

He makes a brief cameo in an episode of The Secret Saturdays in a list of villains on the Saturday's watch list but had a big red X through him.

[edit] The Forever King

The Forever King is the leader of the Forever Knights. The first one shown is Driscoll (voiced by Richard Doyle), a former 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. He wears a large armored suit that grants him enhanced strength, energy blasts, and protects him from harm. 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, and kill Ben. He eventually manages to steal it and enhances his armor suit with it, giving him the ability . The energy source is eaten by Upchuck, who uses it to fire a powerful energy beam and destroy Driscoll's suit (as well as Mt. Rushmore, but Driscoll himself survives and escapes. In the episode "Be-Knighted," a new Forever Knight King named Patrick appeared. It has not yet been confirmed if Driscoll retired or if Patrick headed up the Forever Knight post near Bellwood.

[edit] Forever Knight Ninja

A mute red-armored ninja (revealed to be a cyborg in the Enhanced Version of "Ben 10 vs. The Negative 10" Pt 1) that works for the Forever Knights. He briefly appeared at the end of "Perfect Day" where he comes across Enoch's body and is instructed by Driscoll to leave him. He appears with Driscoll as a member of his Negative 10. He battles with Ben as Upchuck and is ultimately beaten when his own weapons are launched back at him, leaving him defeated to fight the Forever King.

In the Ben 10: Alien Force video game, he appears as a enemy refered to as Forever Knight Ninja's where it's explained that they're the elite guard for the Forever King.

[edit] Zs'Skayr (Ghostfreak)

Zs'Skayr (voiced by Steven Blum in the first series, Jeff Bennett in the second series) 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, he 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 him to sunlight, causing him to burn to ashes. 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 Ghostfreak, whose master plan was to plunge the Earth into darkness, just like his actual home world. Ghostfreak 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. He 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, incinerating him. Ben regains use of the form during this time when Zs'Skayr grabs the Omnitrix, except in Ghostfreak's natural state, indicating a possible return, though Ben never used the form again.

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 the alien he was sampled from was High Ecto-Lord of Anur Phaetos. The real Zs'Skayr learned about the Omnitrix when one of Vilgax's data probes crash landed and he read its data files. He left his planet using the probe and searched the galaxy for the Omnitrix, possessing many beings, not long after, he met up with Myaxx when she was scouting a 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. It is unknown what became of the original Zs'Skayr, who Ghostfreak's DNA came from, after this.

In the Ben 10: Alien Force episode "Ghost Town," he attempts to amass an army by taking over the home planet of Vilgaxia after being freed by Vilgax. In "Ghost Town", he demonstrates the ability to turn other living beings into mindcontrolled Ectonurite slaves (that resemble Ghostfreak's original form). He attempted to use the slaves to build a fleet of ships to take over the galaxy, but was foiled by the combined efforts of Vilgax and Ben. Visually, he looks much the same as he did in the original series, albeit that his claws are white, his teeth are sharper, and he has small spikes jutting out of his back and elbows. In the same episode, it's revealed that he has complete knowledge of the Omnitrix and its innerworkings a result of his long imprisonment inside the watch and was able to buy his freedom by revealing the secrets to Vilgax.

Zs'Skayr appears in Ben 10 Alien Force: Vilgax Attacks along with his home planet Anur Phaetos.

[edit] Zs'Skayr's Minions

These three aliens appeared in separate episodes during the third season of the original series. It is later revealed that they were working together on a complex scheme of Zs'Skayr's design. It is explained that back when Zs'Skayr 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, a mummy, a werewolf, and a ghost), and all come from the Anur system. It is mentioned during Ben 10 Week that Zs'Skayr's race rule the Anur system, conquering the other planets with their powers.

[edit] Vicktor

Vicktor (voiced by Michael Dorn) is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster. He works at NASA disguised as a human scientist named Doctor Vicktor to obtain the 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 Ghostfreak. 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.

The video game Ben 10: Protector of Earth features "Vicktors" as enemies on Zs'Skayr's planet.

[edit] The 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 Terrestrial 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 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.

[edit] Yenaldooshi

This alien werewolf (his actual racial name is Loboan) was sent by Doctor Vicktor to steal communication equipment from a Navajo Indian 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 Zs'Skayr'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.

[edit] Highbreed

The Highbreed are an alien race from the planet Darama that serve as the primary antagonists of the first two seasons of Ben 10: Alien Force. They consider themselves as the highest life-form 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 try to 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 his hand as Humongousaur. 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, Reinrassic III, even goes so far as to choose exile, after he realizes he had developed a mutual-respect/friendship with Ben, viewing himself as having been "tainted" by Ben's human sentiments and compassion). They use the DNAliens to do their menial work (likely due to their preference to avoid as much contact with other life-forms as possible), but nonetheless consider them to be vermin as well due to their human DNA. Despite their disgust of other beings, they often hire non-Highbreed mercenaries to do work for them.

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 (with the exception of some Highbreed which have five or three) and no distinguishable mouth. The Highbreed council (the leading group of the Highbreed species) were shown to be far larger than the normal Highbreed. Despite their arrogance they are unarguably very powerful and dangerous (Ben even states that they are not ready to face the Highbreed in direct confrontation). They have remarkable physical strength, able to easily overpower Humongousaur's base strength and can even overpower aliens larger then themselves. Their fingertips can be fired like darts and quickly regenerate, though they cannot regenerate lost limbs. They can open their chests and use appendages within to bring water up from deep underground. Their wings allow them to fly at high speeds. Like the DNAliens, they do not operate well in warm climates, and quickly dehydrate when deprived of water; this, as well as one Highbreed's remark, indicates their home planet of Darama has a cold climate. Their government is headed by the Highbreed council, which is in turn ruled by the Highbreed Supreme, who is identified by a mark on their palm. They are a technologically advanced species as well, though many of their technology appears to be partly organic in nature. It was stated the only species that could match their military head on was the Galvan.

In "War of the Worlds", it is revealed that their disgust of other lesser beings is not their only reason for cleansing the galaxy; generations of inbreeding have rendered the Highbreed sterile and extremely vulnerable to illness, and as a result their species is at the brink of extinction, though they do not wish to die alone. Ben restores them by infusing them with DNA from random aliens from the Omnitrix. At first, the Highbreed council were anything but grateful by the infusion, going so far as to consider suicide, but before they could do anything more Reinrassic III appeared (having ended his self exile) and convinced the other Highbreed that they are the same as the other races in the universe and that being bonded with random Omnitrix alien DNA is a blessing, not a curse and they can live with other races peacefully. For this revelation, Reinrassic became the new Highbreed Supreme. After they left Earth, it is unknown what happened to them though a Highbreed appeared in "Vreedle, Vreedle", working for an alien judge. This implies that the Highbreed have now begun to interact more heavily with other races.^[5]

In "Vreedle, Vreedle," a Highbreed served as a bailiff when Ben and Kevin appeal to Judge Domstol about the reclaiming of Ship.

In the episode "If All Else Fails," one awakens from some form of hibernation; realizing that the Highbreed have lost the battle for Earth, he activates a preset failsafe, which creates a monstrous doomsday weapon in the shape of a titan-sized rock/forest monster resembling a Highbreed. The failsafe charges towards a nuclear plant to absorb enough power to self destruct, which would cause enough destruction that will destroy the Earth. Ben had to get Reinrassic III to help clear things with the Highbreed Officer. The Highbreed Officer later sacrifices his life to stop the doomsday weapon, which Reinrassic III deems the greatest honor a Highbreed could achieve. Unlike the other Highbreed, this one was either not affected or not reached by the Omnitrix's DNA-repairing wave.

Several voice actors have voiced the Highbreeds: Dee Bradley Baker, Paul Eiding, Robert David Hall, Richard McGonagle, and Kevin Michael Richardson.

[edit] DNAliens

The DNAliens are highly durable, asexual hybrid drones who serve the Highbreed despite their racist and bigoted purposes.^[6] They are created by attaching a Headcrab-like parasite called a Xenocite 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.^[7] However, it is possible for the Omnitrix to separate a victim from a Xenocyte.

The body of a DNAlien 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 are also fairly strong. They can disguise themselves as humans thanks to special masks which project a hologram over their bodies; these masks also appear to project other holograms as well, as Ben successfully used one to disguise himself as a DNAlien in "Ben 10 Returns" and Max used one as active camouflage in "Vengeance of Vilgax". The holograms that the masks project can be disrupted momentarily by a bright flash of light, such as a lightning strike, and it is revealed in "Inside Man" that the holograms simulate the form of the DNAlien's original human self. 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. It was also shown in "Inside Man" that a DNAlien can retain their original personality after being transformed. They were all returned to normal by the Omnitrix in "War of the Worlds". However, as revealed in "If All Else Fails", 90 former DNAliens and Max were implanted with post-hypnotic suggestions in the event that the Highbreed lost the war to be used in a powerful dooms day weapon.

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

In the "Ben 10: Alien Force" video game they appear as a wide array of enemies including hybrid DNAlien Vulpimancers, and DNAlien Pyronites.

[edit] The Negative 10

The Negative 10 is a group of villains recruited by the Forever King Driscoll to defeat Ben and his family in Ben 10 vs the Negative 10. The Forever King and Forever Knight Ninja were both beaten by Ben as Upchuck while the others were beaten by Gwen and Max, who caused them to fight each other by using their egos against them.

[edit] 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) and even animate a wax model of a woolly mammoth. 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" (a bat/Pyronite mutant). The new mutated creatures are also far more dangerous then his old ones. 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, the body of 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 (who'd been killed in battle by Ben 10,000 years ago), 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) with a mutated giant squid, Dr. 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 but was trapped by Max and Gwen in the end along with the rest of the Negative 10. 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. 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 appears in the Ben 10: Alien Force episode "Voided", now a resident of the Null Void and going by the alias "D'Void". His appearance is radically different from that in the original series. His skin is no longer light green, he's very muscular, his eyes are yellow with black pupils instead of red pupils, his teeth aren't crooked, and he's taller than before. He's also more serious than he was in the original series. After somehow ending up the Null Void, Dr. Animo used his power over animals to control the Null Guardians using them as an army to enslave the inhabitants of the Null Void. Using them as slave labor, he attempts to build a machine to drill through the dimensional barrier back to Earth, as well as use the same power source to make himself near invincible to harm and super strong. He is defeated by Ben, Grandpa Max, the Plumber's Helpers, and a small army of resistance fighters that Max had organized with Ben destroying the machine that powers Dr. Animo and Max knocking the now powerless Animo out.

Dr. Animo in his D'Void alias appears as a boss in "Ben 10 Alien Force: Vilgax Attacks." When Ben arrives in the Null Void, he encounters Dr. Animo who is still using his D'Void alias and has control over Null Guardians.

[edit] 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 her uncle forcing her to do evil, 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.

Charmcaster later appears in the Ben 10: Alien Force episode "In Charm's Way." Her design has been updated, for she now wears a sleeveless miniskirt and a black tiara instead of her original violet overcoat. She no longer uses her bag, preferring direct mana manipulation like Gwen, though she's still able to use several "magic" spells, such as bringing inanimate objects to life, opening magic portals and shape-shifting. Her stone golems are often seen flanking her, though it's implied that they have some sentience and don't always agree with their master. ^[8]
Disguised as "Caroline", Charmcaster approaches Kevin and convinces him that Gwen cares nothing about him since his mutation, thus hypnotizing Kevin into attacking Ben and Gwen and bringing her to the planetarium. Though Kevin is quickly freed from his trance and the plot is exposed, Gwen decides to show up her old rival and goes to the planetarium anyway, only to fall victim to Charmcaster's trap and have all her mana drained away. Feeling guilty for Gwen's tragedy, Kevin meets up with Charmcaster again and lures her to Mr. Smoothy by claiming that she didn't drain all of Gwen's power. Angry for being tricked, Charmcaster brings a Mr. Smoothy picture to life, which Ben fights as Upchuck, and sics a runaway van on Kevin while she focuses on Gwen. Gwen, however, turns the tables on her rival and drains her power back from Charmcaster, then sends her and her golems on a one-way trip through a dimensional portal. Though Charmcaster holds on to one of her golems, the golem purposely lets itself fall through, taking an angry Charmcaster with it.

Charmcaster appears as a boss in the Vilgax Attacks video game. Ben encounters Charmcaster on Terradino, where she's trying to break into a temple to steal a rare energy source for Vilgax.

[edit] 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 Version 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 (possibly under adaptation of the principles of communal intelligence common among hive insects).

He first appeared in the episode "Side Effects." 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 black widows. 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 a cold 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, who die protecting him, though it is possible this blow drove him over the edge to complete insanity. This makes him a rather tragic villain as opposed to evil like many of Ben's foes, as his motives weren't completely evil, just insane.

In "Ben 10 vs. The Negative 10," he joins the Negative 10 and has since been mutated into a monstrous, dragonfly-like creature (with some passing resemblance to Stinkfly) by Driscoll. In this form, he no longer demonstrates the capability of human speech and is able to fire swarms of insects from his mouth. He is defeated by the Tennysons in Mt. Rushmore.

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

[edit] 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 drone 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.

Rojo is greedy, wild and amoral, and not hesitant about shooting innocent bystanders just because they annoy her. Her real name is only listed in the credits, while her cyborg name is mentioned in "Ben 10 vs. The Negative 10" and is pronounced as "Ro-jo", as opposed to the Spanish pronunciation ("Ro-hoh"), showing that it may be an abbreviation of "Robot-Joey".

Joey returns in "Ben 10 vs. The Negative 10" as part of the Negative 10, with custom power armor 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, which Gwen and Max use, along with the egos of the other members, to defeat them.

[edit] 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 but whenever Ben runs into them, they end up working for a more major villains (Ghostfreak and the Forever King). In "Ghostfreaked Out", they reappeared trying to steal some trophies, but were ruthlessly thwarted by Ghostfreak. While they were hiding, Zs'Skayr found them and forcibly became their leader. Shortly after Zs'Skayr was fried, the Circus Freak Trio were taken to jail. In "Ben 10,000", a presumably-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. 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.

• 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. Instead of hair Thumbskull had a horn which was broken previous to his on screen appearance. He also has incredible strength (though inferior to that of 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. His name is a play on the insult "numbskull", as well as the obvious appearance gag.

[edit] 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.

[edit] 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. It is unknown how he possesses powers even without the charms (revealed in an Enhanced Version of the episode to be highly advanced Bezellian technology) as Kevin reveals there is no such thing as magic in "Ben 10: Alien Force", though like Gwen, he may be a descendant of an alien.

In "Lucky Girl", he attempts to steal an ancient spell book 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 (revealed in an Enhanced Version that the combined powers of the Charms allow him to make the spells real). 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", his niece Charmcaster brakes him out of prison. 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 try and evaporate the Fountain, but in the end has to be taunted by Gwen so much he has a tantrum and goes supernova hot, allowing him to evaporate the water, 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.

Hex has been confirmed to appear in season 3 of Ben 10: Alien Force, He is set to appear in "Time Heals" apparently due to a time travel error on Gwen's part Hex was able to take over the future. He was mentioned in the Vilgax Attacks video game, by Charmcaster when she's confronted by Ben on Terradino stating that she was going to make Ben pay for what he did to her uncle presumably referring to the Fountain of Eternal Youth.

[edit] Sixsix

Sixsix is one of three alien bounty hunters sent to take the Omnitrix from Ben in the episode "Hunted". He is a mercenary from the Sotoragg system. Unlike the other hunters, he only speaks in his own language, though other aliens 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. It is said he has quite a reputation as he wears a diguise when in Incarcecon as a means to avoid be attacked by those trying to prove their prowess by beating him. Sixsix is named after the caliber of the two pistols that he wields.

Sixsix later appears in "The Galactic Enforcers", teaming up with Vulkanus as part of his plan to combine Element X with bisynthium alloy (which is apparently 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. Before this, he seemed to be mistaken for a robot by the other bounty hunters, referring to him as a "gear head" and by Ben as a "walking soda machine".

It has been hinted the Sixsix does not like the way he looks since he is a mutant even among his own people, which is expressed in the mindless rage he loses himself in near the end of Ben 10: Secret of the Omnitrix. He has developed a grudge against Tetrax since "Hunted", where he was captured by him. Since that battle the two have had numerous violent encounters, until he was finally defeated by Tetrax as he tries to escape after Ben defeats Vilgax and his army by being smashed through a boulder by the Petrosapian.

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 (vocal effects done by Dee Bradley Baker), 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. 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.

[edit] Vulkanus

Vulkanus (voiced by John DiMaggio) is a Detrovite (the same species as Ben's ally Technorg from "Grudge Match"). Unlike Technorg, he isn't enhanced in any way, but still proved to be powerful enough to match Four Arm. According to Synaptak, he's "All brawn, no brains".

Vulkanus first appeared in The Galactic Enforcers, where he partners up with the alien bounty hunter Sixsix in order to build a weapon capable of destroying a solar system. Both of them are stopped by Ben and 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 in an enlarged state, 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.

Vulkanus returns in the episode "Inferno" having rebuilt his suit, though one of the hands was replaced by a drill. He has acquired a permit to remake the Earth to have the same temperature as his home planet (by dropping a bomb into the Earth's core) with the fortune in Taedinite he chipped off from Kevin. Ben defeats him again, this time as Spider-Monkey. Though the Detrovite is able to escape after accelerating the countdown, Ben as Jetray is able to destroy the bomb before it reaches the Earth's core.

One possible continuity error might be that Vulkanus is portrayed as a small alien using a robotic suit in Alien Force, while in the original show, flesh was clearly visible on his neck and his arms through his armor. However, it's possible that he originally had a normal-sized body (for his species), and was then reduced due to some sort of disease or mutation.

[edit] Argit

Argit (voiced by Alexander Polinsky) is a rodent-like alien who first appeared in Alien Force. One of Kevin's former associates, he's a minor criminal. He has the ability to fire his quill-like hairs at enemies. The spikes seem to have some kind of soporific (but not lethal) venom. Judging by the way he and Kevin act to one another, they share a business partnership with one another.

Argit first appeared in episode "Kevin's Big Score", where he convinced Kevin to steal the Rust Bucket, so that they could strip it for parts and use the profits to buy a piece of important alien tech from Vulkanus. However, he betrayed Kevin, took the Rust Bucket and stripped it for parts, leaving Kevin to beg to Vulkanus for the tech (and to Ben and Gwen for forgiveness). He was defeated by Ben as Echo Echo who managed glue Argit's quills down.

In "Simple," Kevin stumbles upon Argit selling weapons to both sides of a feuding race by using the discarded red weapons to sell to the blue aliens and vice versa. Kevin ends up helping Argit as a way for Argit to continue paying off his debt.

[edit] 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 people and turn them into zombies under his control, though he seems to prefer school girls, as they are easy for him to lure because of his good looks. Mike can use the energy he drains for flight, superhuman strength and durability, and to fire destructive energy blasts. 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 obtain all he desires instead of helping others (though he seems to draw the line at blatant murder).

In his first appearance, he was using his appearance and powers in order to look like a hero and more easily trap school girls. When Ben, Gwen and Kevin meet him, he start getting close to Gwen, causing Kevin to quicky hate and distrust him. Mike end up absorbing energy from Gwen, gaining immense power who make him able to beat Kevin and Ben down simultaneously with relative ease, and nearly kill them. He is defeated when Gwen in turn reverses the process by asborbing his energy, depleting most of his power. His other zombified victims likewise turn on him and take back the energy he stole from them, leaving him withered and powerless. Afterwards, Kevin crushes his Plumber's badge stating that he doesn't deserve it and the team left him here.

He later returns in the eponymous season two episode "Darkstar Rising" now calling himself Darkstar and 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 now wears a metal mask to hide his zombified face. He can now absorb energy through black energy rays that drain the energy from whatever they touch (he no longer has to make physical contact) which expands his list of possible targets exponentially. After capturing Magister Ghilhil, a Highbreed Commander, Kevin, and Ben (the former two of whom he manipulated and tipped on the scene in order to get the other) to feed himself, 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.

In the two-part episode "War of the Worlds," Cooper's skills at machinery enabled Gwen and Kevin (under Ben's orders to amass all the help that they can) to free Darkstar from the Null Void on the condition that he help Ben stop the Highbreed invasion. After agreeing, he's released and joins Ben's team in battling the Highbreed invasion at Los Soledad. At one point, Darkstar drains energy from hundreds of DNAliens in an attempt to restore his original appearance and nearly succeeds, but Ben forces him to cease and desist to avoid killing the human hosts, and he reluctantly relents. When Ben, Gwen, and Kevin travel to the Highbreed home world in an attempt to force them to call off the Highbreed invasion, Darkstar slips away from the action.

Darkstar appears again in the episode "Trade-Off", where he contacts Kevin and convinces him to team up with him in search of an ancient artifact who can restore their original appearences. They succeed in taking it and use it, turning both of them into ordinary humans with no more powers and restoring Darkstar's face. However, Darkstar keeps the artifact, which absorbed both Kevin's and his powers, and used it to absorb Gwen's powers again as well as Ben's. However, Kevin interferes by trying to interrupt the balance, despite Mike's warning that the result could be catastrophic, and destroys the artifact, causing him to turn back into his mutant form and Darkstar to his zombified form, while Ben and Gwen get their powers and youth back. In a rage, Darkstar escapes swearing he'll make them all pay one day.

Darkstar is featured as a boss in Ben 10 Alien Force: Vilgax Attacks. Ben meets up with Darkstar on Encephalonus IV, where he desires to find the energy core. His attacks will drain energy from the player to restore his own HP.

[edit] Vreedle Brothers

Octagon and Rhomboid Vreedle (voiced by John DiMaggio and Rob Paulsen) are a duo of alien brothers working as "Repo" men (seemingly meaning mercenaries or bounty hunter). Octagon is rather slim and the most intelligent of the two (though this is relative) while Rhomboid is fat, tends to be "impulsive", and shoots anything that annoys him. Though using a quite powerful equipment, they are portrayed as rather stupid and incompetent. They confessed to being unable to read, were once easily distracted by Gwen with a bubblepaper, and are mentioned to be unable to bring something alive even if they're told so. Kevin once mentionned he felt humiliated to get beaten by them.

The Vreedle Brothers first appear in Vreedle, Vreedle, where they are hired by Baz-El to bring back Ship. As Julie doesn't trust them and wants to keep Ship anyway, they start turning violent causing Ben to attack them. After Ben won the tribunal, Baz-El tried to stop the Vreedle brothers, only to be shot by them (though he regenerates few after). Ben and Kevin managed to fend them off.

In "Busy Box," the Vreedle Brothers return to claim a powerful device known only as the Naljian Destructor (which appears to have similar powers to Ship in that it create's a robotic version of what ever it sees but unlike Ship it can copy anything upon sight instead of only being able to turn into already mechanical objects upon contact) and try to sell it to the highest bidder. They managed to take the Naljian Destructor and adapted to their way of causing destruction. When the Naljian Destructor starts acting on it's own, the Vreedle Brothers returned it to Earth to cause destruction there before attempting to escape. However the Naljian Destructor shoots an energy beam at the fleeing Vreedle Brothers ship which destroys it. It is unknown if they survived or not.

The Vreedle Brothers appear in Ben 10 Alien Force: Vilgax Attacks hired by Vilgax to retrive the energy core on Vulpin. Through the use of the player turning the brothers attacks against each other, the Vreedle Brothers are defeated.

[edit] References

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