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VOICE OVER: Patrick Mealey WRITTEN BY: Isabelle Brown
It may be geared towards kids, but "Ben 10" has some frightening episodes. For this list, we'll be looking at episodes from the franchise that most regularly haunt our nightmares, thanks to their intense imagery and narratives. Our countdown includes “Paradox” from “Ben 10: Alien Force” (2008-10), “Ghostfreaked Out” from “Ben 10” (2005-08), “Enemy of my Frenemy” from “Ben 10: Ultimate Alien” (2010-12), and more!
Welcome to WatchMojo, and today we’re counting down our picks for the Top 10 Scariest Episodes in Ben 10. For this list, we’ll be looking at episodes from the franchise that most regularly haunt our nightmares, thanks to their intense imagery and narratives. Which of these episodes scared you most as a kid? Let us know in the comments below.

#10: “The Purge”

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“Ben 10: Ultimate Alien” (2010-12) The Forever Knights’ terrifying mission to eradicate all aliens on Earth is the main source of conflict for the episode. It starts out on a dark note, with a recurring character losing his life. When Pierce resists the Forever Knights’ demand that he leave Earth, they don’t hesitate to use his weakness to electricity against him. Luckily, Ben and his gang are able to put a stop to the nefarious plot. After defeating Driscoll, the 16 year old demonstrates just how threatening he can be. The Forever Knights are scary, but Ben can be even scarier.

#9: “Enemy of my Frenemy”

“Ben 10: Ultimate Alien” (2010-12) On a mission to bring her father back from the dead, Charmcaster engages with the darkest of dark magic. She makes a bargain to exchange her father’s life for the lives of everyone in Legerdomain. Ben, Kevin, and Gwen attempt to put a stop to her plot, but technically don’t survive the episode’s final battle. Their deaths are particularly scary to watch. Charmcaster achieves her goal of bringing Spellbinder back, but even he is horrified by the lengths she went to. In the end, he refuses her bargain, and the souls sacrificed are returned. The tense moment resolves into a sad one, with Charmcaster feeling empty after failing her mission.

#8: “And Then There Were None”

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“Ben 10: Omniverse” (2012-14) What’s scarier than being hunted by your own doppelganger? Not much. In this episode, different versions of Ben from across the multiverse collide. It’s told from the perspective of a Ben who never received the Omnitrix. He’s attacked by a group of his evil alter egos, and is understandably terrified by the experience. Ben Prime, Ben 10,000, Ben 23, and Gwen 10 are forced to come to his rescue. In the end, No Watch Ben observes as all of his other selves are destroyed, which is probably the scariest thing of all.

#7: “All That Glitters”

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“Ben 10: Alien Force” (2008-10) This episode combines two equally scary elements: zombies and energy-sucking teens. It begins with the zombification of a school girl, although her attacker remains a mystery. More girls are targeted over the course of the story, including Ben’s cousin Gwen. It’s eventually revealed that their new acquaintance, Michael Morningstar, is behind the attacks. Mike gets what he deserves when the girls turn on him and take back their energy, but the image of him being overtaken by zombies is pretty intense. We’re not usually on the same side as zombies, but in this case, we are.

#6: “Paradox”

“Ben 10: Alien Force” (2008-10) This episode employs the classic horror trope of unnaturally fast aging. Upon making physical contact with a trans-dimensional monster, Kevin ages decades. The previously teenaged character suffers a sudden onset of back pain, leg aches, and out-dated vernacular. He undergoes a dramatic change in ability and life expectancy, which is enough to scare anyone. It’s not long before Kevin is reverted back to his former age by Professor Paradox, only then he and his friends have another scary problem to face. They’re informed that the current best possible future sees Earth becoming a dusty, barren planet. Given the current situation with climate change, the threat hits a little too close to home for us viewers.

#5: “Permanent Retirement”

“Ben 10” (2005-08) We wouldn’t typically expect body horror from a children’s cartoon, but this episode from the original series delivers just that. It takes place in a desert retirement community, and shows its inhabitants slowly being replaced by aliens called Limax. Ben realizes something is off when he witnesses the supposedly elderly characters behaving in unnatural ways. Luckily, he and his cousin are able to defeat the aliens and save the lives of the community’s residents. The storyline is reminiscent of classic scary movies like “Invasion of the Body Snatchers,” and “The Thing.”

#4: “Showdown: Part 1”

“Ben 10: Omniverse” (2012-14) One scene in particular from this episode is enough to break our hearts and haunt our dreams. It explains why, at one point, Ben stops transforming his favorite alien, Feedback. A flashback shows Ben getting into a conflict with Malware, a Galvanic Mechamorph. Instead of choosing another alien who might have had a better advantage over his opponent, Ben chooses to transform into the Conductoid. Sadly, Malware separates Feedback from the Omnitrix and destroys him. Ben’s reaction is truly horrified, and so is ours. The traumatic moment is pretty dark and scary for a children’s TV show.

#3: “Catch a Falling Star”

“Ben 10: Ultimate Alien” (2010-12) This episode is considered one of the darkest from the franchise for its depiction of violence and reference to Stockholm Syndrome. It follows Carl Nesmith, AKA Captain Nemesis, and his escape from prison with the help of actress Jennifer Nocturne. The pair leave multiple casualties in their wake while on the run, including the vet who reconstructs Nesmith’s face, and a well-meaning motorist who stops to make sure they’re alright. While the couple’s actions are chilling, Jennifer’s tragic backstory adds another layer of horror to the narrative. This one is both scary and sad.

#2: “Ghostfreaked Out”

“Ben 10” (2005-08) Ben takes many different forms throughout the franchise, but one of his scariest is Ghostfreak, one of the original ten aliens. Ben himself is initially afraid of the creature, and seldom uses it. Unlike most of the other aliens that Ben has the ability to transform into, Ghostfreak has a consciousness of its own, named Zs'Skayr. In this episode, the Ectonurite finally gains control and turns on Ben. Zs'Skayr reveals its true form to Ben and the audience for the first time, and it's as terrifying as we imagined it would be. The scariest moment, though, is when Zs'Skayr takes over Gwen’s body and threatens her life.

#1: “Last Laugh”

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“Ben 10” (2005-08) Talk about nightmare fuel. While clowns, circuses, and funhouses are meant to offer happy entertainment, they’re also common tropes of the horror genre. This episode leans into the spookier side of those things, with the antagonists being Zombozo the Clown and the Circus Freak Trio. It’s full of scary imagery and creepy moments, plus the threat of Gwen and Max being drained of all their happiness. In the end, Ben transforms into Ghostfreak to get the job done and save innocent lives. He may have been able to overcome his fear of Zombozo, but we’re still terrified.

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