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Ben 10: Ultimate Alien (view source)

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The third series in the ''[[Ben 10 (Animation)|Ben 10]]'' franchise, following ''[[Ben 10: Alien Force (Animation)|Alien Force]]''; it was [[Working Title|originally titled]] ''Ben 10: Evolution'' in pre-production. The series was launched in April, 2010.
 
The difference between this show and its [[Ben 10: Alien Force (Animation)|predecessor]] is that the Omnitrix is gone. It has been replaced with the Ultimatrix. [[Amplifier Artifact|The main difference is that Ben can now make his aliens transform into stronger versions of themselves.]] The Ultimatrix also lacks several of the Omnitrix's functions, as it is incomplete.
 
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* [[Abandoned Warehouse]]: In "Double or Nothing", Albedo works on his "bomb" in an abandoned warehouse. Kevin [[Lampshade Hanging|lampshades]] it.
* [[Accidental Aiming Skills]]: Rath grabs a piece of debris and makes a precision strike that knocks out Rojo's hoverbike. He admits he was actually aiming for her head.
* [[Actor Allusion]]: [[Yuri Lowenthal]] voicing a character getting an alien that can [[Tunnel King|dig through dirt with ease]]? [[Tengen Toppa Gurren Lagann (Anime)|I wonder ...]]
** Yuri's in a [[Paprika|final instalment of a supernatural series, huh?]]
** Not to mention [[Tara Platt]] voicing the actress who he enters into a relationship with<ref>They're married in real life.</ref>.
** [[Greg Cipes]]' and [[Ashley Johnson]]'s characters not getting along with [[Tara Strong]]'s character initially? It's [[Teen Titans (Animationanimation)|Beast Boy, Terra, and Raven]] all over again.
** [[Greg Cipes]]' character {{spoiler|[[Teen Titans (Animationanimation)|turning into a psychotic monster]]?}}
*** Not to mention [[Yuri Lowenthal]]'s character failing to trust someone who has gone over to the side of evil. [[Naruto (Manga)|Of course, last time he was in that situation, he was on the other side of things.]]
** More of a Studio Allusion, but Gwen's cousin Sunny is a complete expy of [[Teen Titans (Animationanimation)|Blackfire]], down to having a black-and-purple colour scheme and being voiced by Gwen's VA, [[Ashley Johnson]] (In ''Teen Titans'', Blackfire and Starfire shared a VA, [[Hynden Walch]]).
** This isn't the first time [[John Dimaggio]] has voiced an obsessed [[Sym-Bionic Titan (Animation)|military]] [[X Men Legends|man]].
* [[A Day in Thethe Limelight]]: Gwen has her very own episode called "It's Not Easy Being Gwen"
** "Moonstruck" is an all-Max episode, flashing back to not only how he got involved with the Plumbers, but how he met Verdona.
* [[AI Is a Crapshoot]]: In "Ultimate Sacrifice" {{spoiler|a flaw in the Ultimatrix grants sentience to some of Ben's Ultimate transformations... and they are not happy about Ben supposedly "enslaving" them.}}
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* [[Badass Boast]]: Ben, in "The Purge":
{{quote| "Maybe you forgotten something: I'm Ben Tennyson, wielder of the most powerful weapon in the universe. I stopped the Highbreed invasion, I defeated Vilgax in hand-to-hand combat and I've beaten the Forever Knights more times that I can count. Here's what's going to happen: you're going to release these prisoners, you're going to crawl back to whatever hole you came from and you're going to stop hunting down aliens because if you don't, I promise, you'll regret it for the rest of your ''very short'' lives." }}
* [[Back for Thethe Dead]]: {{spoiler|Elena Validus makes her first animated appearance…and dies at the end of it.}}
** {{spoiler|[[Not Quite Dead]]: ...Only for her to return in another, later episode.}}
* [[Beneath the Mask]]: Colonel Rozum's first few appearances portrayed him as a very reasonable person who accepted Ben and company as heroes and fully cooperated with them. Then we discover underneath that he's a [[Knight Templar]] who imprisoned 775 aliens in inhuman conditions under Area 51 for five decades without due process of law.
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** All of reality is one for Rath.
*** Especially when you destroy Mr. Smoothie in front of him.
* [[Blessed Withwith Suck]]: Kevin 11's species and Kevin himself in particular, in that what is by far the most useful aspect of their innate ability ([[Power Copying]] the superpowers of others) also causes rampant sociopathy.
** Only if they absorb energy or the powers of others. Absorbing minerals doesn't do that.
* [[Big Bad]]: Aggregor, {{spoiler|up until the mid-season, where's he's replaced by energy-insane Kevin}}.
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* [[Charles Atlas Superpower]]: Humans may not have any superpowers, but with enough Plumber training, they can jump as high as Fourarms or Spidermonkey.
* [[Chekhov's Gun]]: Kevin spends most of "Video Games" blowing spitwads at people. Guess what he has to do to help stop the Stalker robot?
** Which is [[Plot Tailored to Thethe Party|odd]], because [[Forgot I Could Fly|Nanomech can fly]]. [[Fastball Special|Maybe that method was faster.]]
** Also, in "Andreas Fault", the Forever Knights use some new teleportation power in the first few minutes for a quick escape. Considering that they had just {{spoiler|stolen a smoothie machine}}, it wasn't really important. They use it again to escape {{spoiler|the self-destruct near the end}}.
** In the beginning of "Night of the Living Nightmare", Ben knocks over his smoothie while he sleeps. {{spoiler|This saves him from getting a Cassiopean Dream Eater stuck onto his face when Albedo trips on it instead.}}
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* [[Continuity Nod]]: In "Where the Magic Happens", Kevin calls Charmcaster "Caroline", the alias she used in the Alien Force episode "In Charm's Way".
** In "Absolute Power", Kevin blames his stepfather for convincing his mom to kick him out, forcing him onto the streets and into the mindset that led to Kevin 11. His stepfather points out that Kevin [[Kung Shui|destroyed the house]] on a rampage and they were ill-equipped to deal with a superpowered adolescent.
** "Moonstruck" is a double whammy by alluding to both previous shows: Max was given the opportunity to be the first man on the moon, but ultimately declined in favor of becoming a plumber. Though already established in [[Ben 10 (Animation)|the original series]], it was revealed in this flashback that he got the offer from Labrid, the magister from ''[[Ben 10: Alien Force (Animation)|Alien Force]]'''s premiere.
** In "The Purge", Driscoll, the Forever King from [[Ben 10 (Animation)|the original series]] as well as Enoch, his subordinate appear, as does Patrick, the Forever King from the [[Ben 10: Alien Force (Animation)|Alien Force]] episode "Be-Knighted."
** Sunder, the [[Marvel Comics|Terrax-like]] bounty hunter from the ''Alien Force'' episode "Single Handed" reappears in "The Transmogrification of Eunice", only this time working for {{spoiler|Azmuth}}.
** Ben as Big Chill notes to Ma Vreedle that "[he's] a mother too!". Viewers will recall that [[Mister Seahorse|Big Chill]] produced offspring back in ''Alien Force''.
* [[Curb Stomp Battle]]: {{spoiler|Kevin gives one to Aggregor after absorbing Ben's aliens again. It comes at the price of his sanity…}}
* [[Dangerously Genre Savvy]]: Aggregor seems to put the word 'Dangerous' in this trope. {{spoiler|He's not impatient, waiting until just the right moment to make his move. He knows enough not to go after the four fragments of the Map of Infinity without the proper abilities and seeks out the aliens with the exact abilities he needs. He employs [[Mecha -Mooks]] that won't turn against him, and knows that his operations are too important for said mooks to do and instead handles everything personally. He's clever enough to subvert [[Talking Is a Free Action]], such as when he murdered the Plumber who had boarded his ship when he was citing the violation code. One of the major things he does is that he actually tracks the Ultimatrix's signal to locate Ben and his prisoners. He subtly manages to recapture his fugitives without Ben and the others knowing until it's too late. He was well prepared for a Plumber ambush, and was clever enough to leave a squadron of his robots and his damaged ship that was set to self destruct as a decoy while he carried out his real plan. He pretends to let Ben think he's pummeling him when he isn't feeling a thing and strikes back when Ben stops. Finally, he lets Ben and the others do all the work in collecting the fragments of the Map of Infinity, stealing them after they've finally reached them}}.
** However, he has some moments of seeming [[Genre Blindness|Genre Blind]]. He's had [[Villain Ball|the chance to kill the heroes and passed on it]], flaunts his success (not that he can really hide it), and it really wouldn't have cost him anything to run the gauntlets himself (it just proves he's a [[Jerkass]], which we knew already). He also ignores Kevin's warning that [[With Great Power Comes Great Insanity|absorbing energy will drive him insane]], not that he wasn't already. {{spoiler|However, with his [[One-Winged Angel]] transformation, Aggregor arguably doesn't need to be savvy; he's basically unstoppable.}}
* [[Darker and Edgier]]: The entire episode "Catch a Falling Star" is basically this.
* [[David vs. Goliath]]: Ben ultimately defeats Harangue's [[The Incredibles|Omnidroid knockoff]] by turning into Nanomech, his smallest alien (and incidentally the only one the robot didn't have on file) and tearing it apart form the inside.
* [[Deal Withwith the Devil]]: Gwen {{spoiler|promises Michael Morningstar enough mana to remain at full strength}} for a year if he'll help her restore Kevin to normal.
* [[Deus Ex Machina]]: Calling Grandma Verdona to help stop a cousin without previous obvious warning is rather a good way to address the fanbase with their incessant questioning of whether she (Verdona) will ever show up again onscreen.
** Professor Paradox.
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** [[Making a Splash]]: Water Hazard
** [[Blow You Away]]: Terraspin
** [[Playing Withwith Fire]]: NRG
*** More like [[I Love Nuclear Power]].
** [[Dishing Out Dirt]]: Armodrillo<ref>Though there is no control over dirt itself, the piledrivers built onto his arms allow him to cause small-scale earthquakes.</ref>
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* [[Embarrassingly Painful Sunburn]]: Ben gets a ''particularly'' embarrassing sunburn from {{spoiler|being on a planet that is ''literally'' half inferno and half icy wasteland. He's only unprotected for like three seconds, but… half his face is bright red in the next scene.}} [[Status Quo Is God|This is never mentioned again.]]
* [[Enemy Civil War]]: The Forever Knights have so many factions that hate each other that when another group showed up, Ben and company had to ask which Forever King they were aligned with. And then it turned out to be ''yet another'' faction they hadn't met.
* [[Energy Absorption]]: Aggregor, Ben's newest addition to his [[Rogues Gallery]], has this power. Somewhat ironic considering that he's of the same alien race as Ben's former-enemy-turned-ally Kevin, who also did this in the [[Ben 10 (Animation)|original series]].
** [[Word of God]] says that Kevin still has this ability, but prefers to utilize his matter assimilation abilities for [[With Great Power Comes Great Insanity|obvious reasons]].
* [[Energy Being]]: P'andor and mature anodites
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* [[Explosive Overclocking]]: When Captain Nemesis asks his team to crank up the power on his suit.
* [[Expy]]: Will Harangue, a [[Jerkass]] in the news business who thinks Ben is a menace and even tries to destroy him with a robot that has a TV screen with his face on it. Sounds an awful lot like [[Spider-Man|J. Jonah Jameson]] as a modern-day TV pundit to me.
** He looks quite similar to the ''[[Wolverine and The X-Men (Animation)|Wolverine and Thethe X-Men]]'' version of Senator Kelly as well.<ref>Fun Fact - [[Daran Norris]], who voiced Diamondhead in the first [[Live Action Adaptation]], ''[[Ben 10 (Animation)|Race Aganist Time]]'', voiced J. Jonah Jameson on ''[[The Spectacular Spider-Man]]''. Richard Doyle, who voiced Enoch and Driscoll in [[Ben 10 (Animation)|the original series]], voiced Senator Kelly on ''[[Wolverine and The X-Men (Animation)|Wolverine and Thethe X-Men]]''.</ref>
** Zombozo seems less [[IT|Pennywise]] and more [[The Joker|Joker]] in this series.
** Fourarms new appearance is highly similar to [[Mortal Kombat|Goro]].
** P'andor's form outside his suit is similar to the 10,000-Volt Ghost, an old [[Scooby Doo]] villain.
** Captain Nemesis is an evil version of [[Iron Man]].
*** Not to mention he looks a lot like [[Teen Titans (Animationanimation)|Warp]]. Which isn't surprising since both shows have more than a few similarities with one another.
*** Or, given the look of his new Overlord powers, could be a reference to Monarch (not ''[[The Venture Brothers|that]]'' [[The Venture Brothers|Monarch]]), a villain who was first a respected hero.
** The same episode also has a very thinly-veiled ''[[Twilight (Literaturenovel)|Twilight]]'' parody.
*** And the male vampire in the Twilight Parody? He is named Dracola. Holy crap, did they make a [[My Immortal]] reference?
** Ultimate Echo Echo's form has a design scheme very reminiscent of [[Batman Beyond (Animation)|Shriek's]] sound suit, particularly the design of the arms, with same looking sound disks and with the ability of sound manipulation it only just makes the expy even more apparent.
** Sunny. Bad dark-haired counterpart to the red-haired lead female? [[Teen Titans (Animationanimation)|Where have we seen this before?]]
** She's also a dark-haired girl with a happy go lucky attitude whose name is one ''O'' from another [[Sonny With a Chance|Sonny]].
** Way Big is a huge one for [[Ultraman]], from looks to energy beam firing style.
** Jeniffer Nocturne, a very talented girl who has serious problems of self-esteem, falls in [[Mad Love]] with Nemesis, a perilous psychopath who only could think in killing his archenemy. It’s dubious if he loves her, but he certainly wants her to believe it. This could be applied to the relationship between [[Batman: The Animated Series (Animation)|Harley Quinn and the Joker]].
** Fasttrack is basically an alien [[The Flash|Flash]].
* [[Face Heel Turn]]: {{spoiler|Kevin makes one after absorbing the power of the Ultimatrix and defeating the [[Big Bad]] solo. A bit of a subversion in this case, and might even qualify as a [[Heroic Sacrifice]] (of his own character development) since he knew the risks of [[With Great Power Comes Great Insanity]] but took the chance as a last desperate bid to defeat a [[Complete Monster]] about to become a living god.}}
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* [[Five-Man Band]]: The aliens whose DNA the Ultimatrix would sample to give Ben his [[Elemental Powers]].
** [[The Hero]]: Bivalvan (for [[Making a Splash|Water Hazard]])
** [[The Lancer]]: P'andor (for [[Playing Withwith Fire|NRG]])
** [[The Smart Guy]]: Ra'ad (for [[Shock and Awe|Ampfibian]])
** [[The Big Guy]]: Andreas (for [[Dishing Out Dirt|Armodrillo]])
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** Most of the episode "Solitary Alignment" was a flashblack showing Asmuth and George's past.
* [[Foreshadowing]]: {{spoiler|Paradox foreshadows the fact Kevin would go crazy again when he has a talk with Kevin before they go after the Map of Infinity.}}
** {{spoiler|He also warned Ben not to touch the [[Incredibly Lame Pun|Timey Wimey Wall]]. Wouldn't you know it, he does, and it leads to [[Ben 10 (Animation)|Series1!Ben]] [[My Future Self and Me|teaming up with him]].}}
** Are we not going to mention Paradox's warning at the end of "Ben 10,000 Returns" concerning the Lucubra and Old George?
** Some parts of the fandom theorize that Paradox even hinted at {{spoiler|the upcoming Ben 10 and ''[[Generator Rex]]'' crossover}} in "The Forge of Creation":
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*** In the same episode Darkstar says that he'll take Gwen as a trophy once he kills Ben and Kevin and [[Take Over the World|takes over the world]]. We all know [[Go-Go Enslavement|what "trophy" means]].
** In "The Eggman Cometh", we get this little gem from Dr. Animo; "Out of the way, you dumb cluck."
* [[Go-Karting Withwith Bowser]]: Jimmy plays an online game and chats with one of the Forever Knights. The dude's screen name even '''says''' he's a Forever Knight. Gwen, naturally, lampshades it.
* [[A God Am I]]: Aggregor's ultimate goal.
* [[Godzilla Threshold]]: Crossed in "Forge of Creation". So the good news is, {{spoiler|Evil!Kevin kicked Aggregor's ass and stopped him from taking over the universe}}. So the bad news is, {{spoiler|Evil!Kevin is back}}.
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* [[Immune to Bullets|Immune to Lasers]]: "That's your ''first'' mistake! When you shoot Rath, it just makes Rath ''mad''!!!" *roars* (Then again, [[Unstoppable Rage|what doesn't]]?)
* [[Impairment Shot]]: Humongosaur!Ben hallucinates everything as monstrous after getting the dream dust in his face.
* [[Impaled Withwith Extreme Prejudice]]: {{spoiler|Conduit Edwards, by George in retaliation for killing his squire Winston}}.
** Season Two: Ship sees things out of focus after crash-landing and losing consciousness.
* [[Imported Alien Phlebotinum]]: The Ultimatrix, given to Ben in the finale to ''Alien Force''; it's essentially an upgraded Omnitrix which allows Ben to access more powerful forms of several of the aliens he transforms into. See [[Super Mode]] below.
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* [[Murder Is the Best Solution]]: Captain Nemesis in "To Catch a Falling Star" is very quick to kill people to get what he wants. He seems to think that killing Ben will solve all of his problems.
* [[My Future Self and Me]]: {{spoiler|Ben teams up with his younger self from the original series in "The Forge of Creation". While the younger Ben gets a mind-wipe of the events, the subliminal memory of it is what makes him trust Kevin so quickly.}}
** Ben teams up with another version of his future self in "Ben 10,000 Returns," which is an entirely different Ben than the one in the [[Ben 10 (Animation)|original series]] episode "Ben 10,000." So technically, Ben has met {{spoiler|four}} of his future selves so far.
* [[Mythology Gag]]: Young!Verdona wears Young!Ben's signature shirt.
* [[Naked Onon Arrival]]: Eunice.
* [[Never Say "Die"]]: Averted.
{{quote| '''Ben:''' Seriously, dude, just apologize [to Gwen].<br />
'''Kevin:''' She's just scared of going back to Legerdemain. Because, y'know, how Charmcaster ''killed us all''. Good reason. }}
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* [[Power Echoes]]: Aggregor's voice sounds deeper after his transformation.
* [[Power Nullifier]]: The five aliens get thrown into a cell that disables their powers.
* [[The Power of Friendship]]: [[Subverted]] in "Double or Nothing". Albedo ''could'' have been turned back to normal, and lost his entire motivation for villainy… if the aliens he was employing [[Spanner in Thethe Works|hadn't sabotaged his efforts]] just because they didn't want him to leave them.
* [[Power of Love]]: Temporarily gives Antonio an edge over Ben.
{{quote| "You can't beat me! You fight for your own reasons, but Antonio fights for '''LOOOOOVE!'''"}}
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* [[Rubber Forehead Alien]]: Agreggor looks like a human with a couple rows of spikes on his head, at least until he goes [[One-Winged Angel]].
* [[Running Gag]]: Kevin's car still gets thrown around a lot.
** Not to mention the [[Ben 10 (Animation)|series]]-[[Ben 10: Alien Force (Animation)|wide]] running gag that, just like the Omnitrix before it, the Ultimatrix never works right when Ben wants it to.
{{quote| '''Ben:''' '''Swampfire''' …was not who I was going for there.}}
** After a long time, the Hot Dog stand running gag from the original series makes a brief reappearance in "Inspector 13", where it is, predictably, knocked down or at least destroyed.
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* [[Schizo-Tech]]: "Duped" features Ben and Kevin having to fight a Forever Knight wearing a suit of ancient Aztec [[Powered Armor]].
* [[Scream Discretion Shot]]: Bivalvan in "Fame".
* [[Sdrawkcab Name]]: Easy to miss if you don't pay attention. In the most recent episode (as of this edit), Ben, Gwen, and Kevin, with the aid of Charmcaster, go to the dimension of "Ledgerdomain", where all mana comes from, through a [[Doraemon (Anime)|"Door to Anywhere"]]. Ledgerdomain is just what the natives call it, though. If you watched with closed captioning on, the name was spelled there as Yahwahtacsip, which is part of what makes it easy to miss.
** It gets better! A quick Google search reveals that the (a?) company that makes the Ben 10 toys, Pressman, has its customer service mailing address located in -you guessed it- Piscataway! WARNING: PDF: http://catalog.pressmantoy.com/index.php/rules/38-ben-10-omnitrix-duel-for-power/download
** One of its new names (now that Charmcaster has ensorcelled it to change its name every few seconds) was Eekuawlim. Others were similarly backwards Earth city names.
* [[Sealed Evil in Aa Can]]: P'andor, though he's more of a self-centered [[Jerkass]] than straight-up evil.
** That's the ''least'' of your worries, considering ''why'' [[I Love Nuclear Power|he's in the armor]].
** {{spoiler|The real Diagon}} is sealed in another dimension, and the source of his power, his heart, was torn away from him and sealed by a magical sword.
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** Ben uses an attack from ''[[Show Within a Show|Sumo Slammers IV]]'' that looks a lot like [[Street Fighter|E Honda's]] Hundred Hand Slap.
** At the start of Escape from Aggregor, Ben fights Dr. Animo and a mind controlled Yeti in [[The Simpsons|Sector 7-G]].
** During the showdown between Captain Nemesis and Ben, Captain Nemesis is referred to as the "old school" while Ben is called the "[[Men in Black (Filmfilm)|new hotness]]".
** In "Ultimate Aggregor", Paradox claims he can't help with the Aggregor situation because he has other business "[[Star Wars|a long time ago, in a galaxy far, far away.]]" Kevin immediately [[Lampshade Hanging|calls him on this]].
*** To which Paradox counters with "I'm a time traveler. How do you know I won't eventually go back in time and say it first?"
*** On the subject of Paradox, he says he [[Doesn't Like Guns]]. [[Doctor Who|What pacifist time traveler does that sound like?]]
**** Paradox is just one big walking shout out to [[Doctor Who|The Doctor]], confirmed by [[Word of God]]. {{spoiler|''No spoilers.''}}
** Also, in "Where the Magic Happens", they use a [[Doraemon (Anime)|"Door to Anywhere."]]
** The following ep, "Perplexahedron", has the Sentinel, an ancient alien guarding the last piece of the Map of Infinity - the entire setup looks an awful lot like the last Templar guarding the Holy Grail in ''[[Indiana Jones and The Last Crusade (Film)|Indiana Jones and Thethe Last Crusade]]'', {{spoiler|complete with the place caving in on itself at the end}}.
** In "Nor Iron Bars a Cage", we have a corrupt warden who kills a prisoner to avoid him helping another prisoner out. [[The Shawshank Redemption|Never seen that one before]].
** In "Basic Training", we meet an arrogant Plumber cadet named [[Futurama|Brannigan]].
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** In "It's Not Easy Being Gwen," we learn Max once brought [[Gremlins|Mogwai-kabobs]] to a family get-together... and that Gwen thinks they taste like chicken.
** In "Ben 10,000", Paradox mentions "[[Marvel Comics|Cross-Time]]". He explain how it works, which is very similar to [[DC Comics]]' Hypertime.
*** And Eon's plot in that episode is very similar to {{spoiler|what the [[Big Bad]] in ''[[The One (Filmfilm)|The One]]'' was trying to do}}.
*** It's also similar to {{spoiler|DC Comics' ''[[Kingdom Come|The Kingdom]]'', where the supervillain Gog travels across Hypertime to destroy Superman from different realities}}.
** "Moonstruck" is a [[Whole-Plot Reference]] to the first two ''[[Terminator (Filmfranchise)|Terminator]]'' movies, as well as the old alien invasion movies from the 1950s.
** From "Andreas' Fault", the [[Ben 10: Alien Force (Animation)|second time]] a Forever Knight is heard yelling "[[Monty Python and The Holy Grail|RUN AWAY!]]"
*** Kevin even calls it "[[Monty Python]] week" when the Forever Knights show up in season 2.
** "The Widening Gyre" has quite a few:
*** Kevin mentions a show he used to watch that was pretty much an exact description of the plot to ''[[Captain Planet and The Planeteers (Animation)|Captain Planet and Thethe Planeteers]]''.
*** The two agents who show up are pretty much [[Expy|Expys]] of [[The X-Files (TV)|two other supernatural investigating agents]], complete with the dialogue being contrived to make Not-Mulder declare "I want to believe". In-universe, too, as Kevin is supremely annoyed that none of his friends [[Lampshade Hanging|can make the connection]].
*** Kevin also mentions a narrator from [[The Powerpuff Girls|another show]].
*** The fight at the end of the episode is pretty much exactly what you'd expect from an episode of ''[[Ultraman]]'', complete with heroic music, the group's attacking the garbage monster with the Rustbucket much like the Ultra support teams, and {{spoiler|Way Big pulling out a power he was never previously shown possessing to win}}. The only thing missing would be the Omnitrix timer going off right before the finale.
** One of the Plumbers in "The Mother of All Vreedles" is an obvious homage to Don Knotts' role as ''[[The Incredible Mr. Limpet]]''.
** In "Solitary Alignment," Azmuth tries to explain to Ben and the gang how they can't interact with anyone in (what we know as) a [[Pensieve Flashback]], but eventually stops and tells himself that they probably can't understand what he's trying to say. Ben's response is that it's "pretty simple if you've ever seen ''[[A Christmas Carol]]''." Azmuth has no idea what he's talking about.
** In "Ben 10,000 Returns", when Kevin notices the strange fighting styles of the multiverse Ben counterparts under Eon's control, he asks Ben, "Since when did you learn ninjutsu?" Guess who else Yuri Lowenthal voices besides Ben? [[Naruto (Manga)|Sasuke Uchiha.]]
* [[Silly Rabbit, Idealism Is for Kids]]: Ben's explanation as to why he isn't bothering trying to fix Kevin again.
* [[Spider Tank]]: Although it's closer to a [[Humongous Mecha]], Will Harangue attacks Ben with one in "Video Games".
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** Then we get into Season 2, which starts to look like a subversion (ala Season 3 of ''Alien Force'') until Paradox's warning in "Ben 10,000 Returns".
* [[String Theory]]: Jimmy has a board like this for alien encounters.
* [[Suicide Byby Cop]]: {{spoiler|It becomes apparent that Prisoner 775 was attempting this by holding Colonel Rozum at pretty much knife point. He doesn't defend himself or attempt to kill Rozum when Ultimate Wildmutt charges him, he just lets himself be attacked and begs to be killed so he can rejoin his lost family…}}
* [[Summon Bigger Fish]]: Gwen can't beat her full-Anodite cousin, Sunny, so she calls her grandmother Verdona, who easily puts Sunny in her place.
* [[Super Empowering]]: The process Aggregor used to take on his [[One-Winged Angel]] form.
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* [[The Unmasqued World]]: Ben's [[Secret Identity]] is no longer secret.
* [[Unusual Euphemism]]: Kevin had to learn "astrophysics" on the street. The context makes it clear he's talking about sex
* [[Unwitting Pawn]]: Nice job, {{spoiler|Vilgax}}. Trusting the mysterious voice promising you untold power when you [[Sealed Evil in Aa Can|release it]] from its prison [[Sarcasm Mode|was in no way unwise]]. {{spoiler|It really wasn't, as Vilgax found a way to reverse the situation.}}
* [[Very Special Episode]]: Mild case. In the episode "It's Not Easy Being Gwen", Kevin and Gwen directly talk about how he dropped out of school, and she encourages him to go get a G.E.D. They haven't followed up on that.
* [[Villain Decay]]: Zombozo actually inverts this completely. He was from season 1 of ''[[Ben 10 (Animation)|Ben 10]]'', come his return he's as scary as ever and is implied to have just '''''buried''''' someone when he first shows up.
** The Hive's return also subverts this. While they don't near effortlessly conquer the world like in the movie, they're actually even more deadly than they originally were because they're ''smarter'' this time. {{spoiler|Instead of making their Queen act differently than a human, she pretends to be their ally to earn their trust and attempt to bring Ben to their side.}} They're so deadly they nearly kill Ben and it takes {{spoiler|Elena}}'s [[Heroic Sacrifice]] to defeat them. Even then, [[The Stinger]] reveals they were just [[Playing Possum]] and are still out there.
** Subverted ''again'' by the Forever Knights. They spend a good chunk of the series degenerating into cold open villains and perennial punching bags, but when {{spoiler|their founder, Old George}} shows up, he quickly goes about reunifying them and whipping them back into shape as an actual ''competent'' and ''effective'' extremist group.
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** Ben's entire group, including Max, call out Colonel Rozum when they discover he's been keeping aliens prisoner in horrible condition for over 50 years without due process of law. Not only is this morally wrong, it violates interplanetary law. He "justifies" his actions by being his duty to serve and protect his country, no matter the cost.
** {{spoiler|In a "What the Hell, [[Anti-Villain]]" moment, Charmcaster's father calls her out on using life-exchanging black magic to resurrect him. Apparently, it didn't occur to her that he might not approve of her killing '''600,000''' ''living beings'' just to bring him back. Then he sacrifices himself to undo her work, leaving Charmcaster in a mix between [[Heel Realization]], [[My God, What Have I Done?]], and [[Villainous BSOD]].}}
* [[Whole Costume Reference]]: One of the three safecrackers in "Too Hot to Handle" is dressed identical to [[DoctorDr. Horrible's Sing-Along Blog (Web Video)|Dr. Horrible.]]
* [[Whole-Plot Reference]]: "Computer Games" is a 30 minute homage to the Spider Slayer from the [[Spider-Man]] comic.
** "Moonstruck" has a thread running through it that makes it an homage to the first two ''[[Terminator (Filmfranchise)|Terminator]]'' movies.
** "The Big Story" to ''{{spoiler|[[Invasion of the Body Snatchers]]}}''.
* [[With Great Power Comes Great Insanity]]: The reason why Kevin was such an evil kid in the first series. Osmosians are driven mad by absorbing energy. Aggregor claims this is just a lie by the powerful, but given how unstable he is already he's not exactly a reliable source.
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* [[You Can't Thwart Stage One]]: Was there ''really'' any doubt Aggregor would absorb the powers of the five aliens?
** Or that he would get the entire Map of Infinity?
* [[You Will Be Assimilated]]: {{spoiler|Kevin's finally gone full-on [[Heroes (TV series)|Sylar]] in the season finale, hunting down and apparently killing the other Plumber's Kids and assorted other aliens on Earth to gain their powers. What's really terrible is that, unlike Aggregor, his ability lets him take another person's powers without killing them. However (to quote the other power-stealing sociopath from New York City) he just likes killing people. The characters even mention [[Horror Hunger|The Hunger]] analogy.}}
** The Hive.
 
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