Top 20 Darkest Ben 10 Moments That Fueled Our Nightmares
#20: Dr. Animo Mutates Grampa Max
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“Ben 10” (2005-08) After Ben accidentally removes the Omnitrix’s faceplate, he causes a chain of events that results in Animo stealing the part in an attempt to mutate all life on Earth into alien hybrids. When Animo tries to use the ray on Ben, Grandpa Max takes the blow for him instead. Max then transforms into a hideous Stinkfly maggot hybrid. It’s traumatic for Ben to witness his lively grandfather get turned into a monstrous creature who seems to suffer with every breath he takes. Ultimately, this experience teaches Ben an important lesson about the dangers of messing with the Omnitrix. But it came at the cost of endangering someone he loves.
#19: Michael Morningstar’s Inappropriate Behavior
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“Ben 10: Alien Force” (2008-10) While working to recruit a team of Plumber’s kids on behalf of his Grandpa Max, Ben, Gwen and Kevin meet Michael Morningstar. Michael initially comes off as a powerful ally with a heart of gold, but this masks his true persona of a vain and power hungry monster. In order to satisfy his desire for energy, he tends to absorb the life force of female victims and turn them into his zombies. By the time Ben and Kevin discover the truth, they see Michael absorbing Gwen’s energy and trying to condemn her to a relentlessly grim fate. The fact that Michael views his victims as nothing more than trophies makes his actions all the more unsettling.
#18: Ghostfreak Tries to Take Over Ben
“Ben 10” (2005-08) Unlike most of Ben’s other original transformations, Ghostfreak actually had its own consciousness. Ghostfreak’s influence eventually grows to the point where he causes Ben to hallucinate, gives him nightmares, and he even manages to take over Ben’s personality during a fight, causing him to display unnaturally aggressive behavior. The situation gets even more terrifying when Ghostfreak breaks out of the Omnitrix and takes on a terrifying new form. With his newfound freedom, Ghostfreak vows to take over Ben’s body by any means necessary. He even possesses Gwen and threatens to kill her unless Ben surrenders. Honestly, it’s no wonder Ghostfreak scared Ben so much as a kid.
#17: Kevin's Mutation
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“Ben 10” (2005-08) Before Kevin Levin was Ben’s friend and ally, he was one of his most dangerous enemies. After absorbing feedback energy from the Omnitrix during their first fight, Kevin gains the power to transform into Ben's alien forms. He then uses this new ability to go on a major crime spree and frame Ben. After Ben defeats Kevin but refuses to finish him off, Kevin’s anger causes him to lose control of his powers. He undergoes a horrifying transformation into a monstrous chimera composed of various alien body parts and is unable to turn back. Kevin may not have been the nicest person, but even he did not deserve to suffer the trauma of that grotesque body horror transformation.
#16: Man-Eating Aliens Abduct Senior Citizens
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“Ben 10” (2005-08) While Ben has dealt with plenty of strange and sinister aliens over the years, his encounter with the shapeshifting Limax may be one of the scariest. While visiting his Aunt Vera, Ben stumbles upon an alien conspiracy where the Limax have replaced an entire community of senior citizens, including Grandpa Max. The scenes that involve body horror and Ben getting beat up by Max’s evil copy was more than enough to creep us out. But then we learned that the Limax wanted to eat hundreds of innocent people. Honestly, alien powers or not, being tasked with saving so many innocent lives is a huge burden to place on the shoulders of any two heroes.
#15: Grandpa Max Gets Injured
“Ben 10” (2005-08) For all the fun Ben has transforming into different aliens and fighting bad guys, being a hero is not a game. The reality of this hits Ben hard after Max suffers a severe injury during a fight against the gang leader Rojo. This moment deeply affects Ben who blames himself for putting Max in danger. After Rojo makes a deal with the alien tyrant Vilgax to retrieve the Omnitrix, Ben runs away to keep his family safe. For as powerful and invulnerable as Ben may be, this moment serves as a reminder that deep down, he is still a scared little kid.
#14: Kevin & Vilgax Remove the Omnitrix
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“Ben 10” (2005-08) On their own, both Kevin 11 and Vilgax are some of Ben’s strongest enemies. When they forge an alliance to steal Ben’s Omnitrix, they become very dangerous. Ben’s barely able to keep up with them with the power of the Master Control. After taking Gwen hostage, they force him to surrender and they extract the Omnitrix. The process of forcibly separating the Omnitrix from Ben’s DNA is incredibly intense. Ben can’t help but scream in agony as Kevin gleefully rips it away from him. When it comes to physical pain, this may be one of the most traumatic moments Ben has ever experienced.
#13: Vilgax Destroys All Bens
“Ben 10: Omniverse” (2012-14) Unfortunately, Vilgax taking Ben’s Omnitrix is far from the worst crime the villain has committed. As part of his latest plot to destroy Ben, Vilgax teams up with Eon to unite all evil versions of Ben from across the multiverse. Vilgax actually succeeds in his goal by backstabbing his allies and setting off a powerful alien bomb. It proceeds to wipe out every single Ben in the multiverse. In this sad scene, we watch the final moments of the original Ben we’ve all come to know and love. He entrusts the Omnitrix and the responsibility of saving everyone’s futures to the only Ben who doesn’t have one.
#12: Ghostfreak Pops Zombozo
“Ben 10” (2005-08) The episode “Last Laugh” features a ton of creepy moments, including Ben’s battle with Zombozo. Due to his fear of clowns and Zombozo’s terrifying mind games, Ben appears too scared to fight back. But Ben overcomes his fears and transforms into Ghostfreak after seeing Gwen nearly drained of her life force. Unlike most battles, Ben is completely serious and holds nothing back as he gets under Zombozo’s skin. Ghostfreak’s personality is so creepy and serious, that it’s almost as if Zs'Skayr, Ghostfreak’s real identity, is the one in control. It’s not long before Ghostfreak turns the tables on Zombozo and scares him so badly that he actually explodes from fear.
#11: Kevin Levin Is Mined for Taydenite
“Ben 10: Alien Force” (2008-10) Despite having a troubled past with Ben, Kevin’s become an invaluable friend and ally to him. We get to see just how far Kevin’s willing to go to help Ben in the episode “Kevin’s Big Score”. In order to retrieve crucial tech, Kevin goes to the alien criminal Vulkanus. This villain forces him to constantly absorb a piece of Taydenite, turning Kevin into his own personal gem mine. We know he’s willing to endure the agony of his predicament to help Ben. But watching Kevin suffer while minions harvest the Taydenite growing on his body is a nightmarish image.
#10: Ben Threatens the Forever Knights
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“Ben 10: Ultimate Alien” (2010-12) After Sir George unites the Forever Knights and declares war against Earth’s alien population, the organization starts forcing aliens to exit the planet. They even go so far as to slay aliens who refuse to leave. Their attitudes result in the dark demise of Pierce Wheels in this storyline. (Xref). After battling the Forever Knights to save several aliens, Ben defeats their commander Driscoll and orders him to stop the purge. When he refuses, Ben’s fury reaches the point where he threatens to destroy them. It’s moments like this that show the hero’s darker side. Underneath his jokes and cocky attitude, Ben won’t hesitate to eliminate his enemies if they threaten innocent lives.
#9: Prisoner 775 Begs
“Ben 10: Ultimate Alien” (2010-12) After an alien prisoner escapes from a holding facility in Area 51, Ben and his team rush to capture him. They soon learn that the prisoner was a freedom fighter who was exiled to Earth, but was falsely imprisoned by military officer Colonel Rozum under suspicion of being a threat. As a result of his absence, his family was killed, driving him to vow revenge against Rozum and his family. When Ben finally corners him, the prisoner begs for death so he can reunite with his loved ones. While the episode features plenty of disturbing moments referencing Guantanamo Bay, it is the prisoner’s final moments that are the most heart wrenching.
#8: Ben Loses Feedback
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“Ben 10: Omniverse” (2012-14) Out of all the aliens Ben had access to in his youth, his favorite was the Conductoid he called Feedback. When Ben starts overusing Feedback, it puts his control over his other aliens at risk. However, he ignores the warnings of his family and even the Omnitrix’s creator Azmuth. This mistake ends up costing him when he faces off against the technology absorbing alien Malware. Rather than use an alien that had an advantage over him, Ben chooses to use Feedback, allowing Malware to remove him from the Omnitrix and destroy him. It’s a hard scene to watch as Ben not only loses his favorite alien, but an important part of himself as well.
#7: The End of the Universe
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“Ben 10: Omniverse” (2012-14) When it comes to dangerous alien technology, even the Omnitrix pales in comparison to the Annihilargh. Don’t let its funny name fool you. Once activated, this doomsday weapon can wipe out entire universes. In “So Long, and Thanks for All the Smoothies,” the Annihilargh is accidentally activated, forcing Ben to witness the end of the universe. The hero is then forced to recreate everything again. While the experience may not have left Ben an emotional wreck, there are dark implications here. Ben had to live knowing his friends and family were once all completely erased. No matter how you slice it, that’s pretty dark.
#6: The Entirety of “Time Heals”
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“Ben 10: Alien Force” (2008-10) Desperate to prevent the accident which caused Kevin’s mutation, Gwen decides her only option is to travel back in time. Despite the warnings of Professor Paradox, she goes through with her plan. This accidentally leads to the creation of a dystopian future where the world is ruled by Charmcaster and her uncle Hex. In this timeline, Ben is imprisoned, Kevin is Charmcaster’s slave and Gwen has been slain. After she frees alternate future Ben, he helps fight off Hex, Charmcaster and Kevin long enough for her to travel back in time and fix her mistake. “Time Heals” serves as a cautionary tale about the dangers of time travel. It also teaches Gwen and the audience that you sometimes have to face dark truths head on.
#5: Charmcaster’s Dark Ritual
“Ben 10: Ultimate Alien” (2010-12) Desperate to resurrect her father Spellbinder, Charmcaster prepares a ritual to sacrifice the lives of the six hundred thousand entities dwelling within Ledgerdomain. Ben and the others attempt to stop her, but Charmcaster defeats them and steals their souls. It truly seemed like she’d be the villain in the franchise who permanently stopped Ben and his team. While Charmcaster is able to bring back her father, he becomes horrified by her actions and refuses his resurrection. This allowed him to bring her victims back to life. To add a dark note to this grim story, Charmcaster is left broken and lost. She was deprived of the one thing she wanted more than anything.
#4: Ben Sacrifices Himself to Save the Ultimates
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“Ben 10: Ultimate Alien” (2010-12) After a technical glitch brings several of Ben’s ultimate transformations to life, Ben finds himself trapped with them inside the Ultimatrix. Ben is soon forced to fight for his life against the Ultimates, who believe that Ben has imprisoned them. When Gwen arrives to help Ben, she tries to destroy the Ultimates, only for Ben to suddenly declare his willingness to sacrifice himself and free them. Even though things work out in the end, the scene where Ben walks to his own demise while the Ultimates chant for him to burn, is a haunting sight fans won’t soon forget.
#3: Ben Thinks Gwen Is Dead
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“Ben 10” (2005-08) When the Omnitrix’s self-destruct mode is accidentally activated, Ben and Gwen go on a journey through space to find its creator Azmuth and prevent the destruction of the entire universe. When they finally arrive at Azmuth’s location, Ben’s group find themselves ambushed by carnivorous plant-like aliens. In the chaos of the fight, Gwen sacrifices herself to protect Ben and gets taken by the aliens. Even though they spend most of their time fighting, both Ben and Gwen care deeply about the other’s well-being - and witnessing her apparent demise proved to be too much for him. Even though Gwen didn’t actually die, it is still hard to see Ben lose his confidence and blame himself for losing Gwen and causing the universe’s destruction.
#2: What Ben Tries to Do to Kevin
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“Ben 10: Ultimate Alien” (2010-12) After absorbing the powers of the Ultimatrix to prevent a universal catastrophe, Kevin undergoes another mutation. As a result, he loses his sanity, seemingly regressing to his old evil persona Kevin 11 and causing him to go on a rampage. From beating people who owe him money to even trying to absorb the powers of his allies and destroy them, Kevin’s madness quickly overwhelms his sense of reason. With the number of victims rising, Ben vows to put a stop to Kevin’s rampage by destroying him. While this worst-case scenario never comes to pass, it is still shocking that Ben was willing to go so far and eliminate his best friend. Before we unveil our top pick, here are a few honorable mentions:
Kwarrel's End, “Ben 10: Ultimate Alien” (2010-12)
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Kwarrel Sacrifices Himself to Save Kevin from a Corrupt Guard
Jarret the Pantophage Eats Tiffin, “Ben 10: Alien Force” (2008-10)
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Ben 10,000 Tries to Destroy Kevin 11 000, “Ben 10” (2005-08)
Ben Gets Angry after Kevin Hurts Ken
Grandpa Max's Sacrifice,“Ben 10: Alien Force” (2008-10)
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Andreas Sacrifice, “Ben 10: Ultimate Alien” (2010-12)
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#1: The Entire “Catch a Falling Star” Episode
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“Ben 10: Ultimate Alien” (2010-12) When Carl Nesmith, aka Captain Nemesis, escapes from prison and takes actress Jennifer Nocturne as a hostage, Ben and Gwen rush to stop him. Things quickly take a dark turn when Nesmith goes to extreme lengths to evade his pursuers. He even goes so far as to kill people, including an innocent bystander who tries to help him. By the end of the episode, Ben is almost killed - not by Nesmith, but by Jennifer, who is dealing with Stockholm syndrome. The events of the “Catch a Falling Star” episode features so many disturbing moments that it’s no wonder that some fans consider it to be one of the darkest episodes of the “Ben 10” franchise.
