VOICE OVER: Phoebe de Jeu WRITTEN BY: Matthew Guida
#10: Michael Morningstar’s Inappropriate Behavior “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 seduces and manipulates young girls so he can absorb their life force, turning them into his zombie slaves. By the time Ben and Kevin discover the truth, they are too late to stop Michael from absorbing Gwen’s energy and almost turning her into one of his slaves. The fact that Michael views women as nothing more than trophies, makes his actions all the more unsettling.
#9: 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.
#8: Kevin's Mutation“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 kid, but even he did not deserve to suffer the trauma of that grotesque body horror transformation.
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#7: 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.
#6: Ben Loses Feedback“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.
#5: 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.
#4: Ben Sacrifices Himself to Save the Trapped Ultimates “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.
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#3: Ben Thinks Gwen Is Dead“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 “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.Zombozo Threatens Ben's Family“Ben 10: Ultimate Alien” (2010-12)The Death of Kevin's Father“Ben 10: Alien Force” (2008-10)When the Forever Knights Take Out Pierce“Ben 10: Ultimate Alien” (2010-12) Kwarrel's Death“Ben 10: Ultimate Alien” (2010-12)Ghostfreak Scares Zombozo“Ben 10” (2005-08)
#1: The Entirety of “Catch a Falling Star”“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.
