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* [[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.
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* [[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.
* [[Did You Just Punch Out Cthulhu?]]: In the backstory, Sir George defeated Diagon, banishing him to another dimension. {{spoiler|In the finale Vilgax baits Diagon into attacking an energy draining device. This ''kills'' Diagon since he is an ''[[Energy Being]]''.}}
* [[Digging Yourself Deeper]]: Amazingly, [[Defied Trope|defied]] by Kevin in "Computer Games":
{{quote| '''Kevin:''' Look, Gwen, you have to treat a car like you treat a woman!<br />
'''Gwen:''' ''(pops a [[Fascinating Eyebrow]])'' Go on.<br />
'''Kevin:''' *[[Beat]]* No. I sense I've made a mistake of some kind. }}
* [[Does This Remind You of Anything?]]: The next time you watch "Absolute Power: Part 2", pay ''real'' close attention to the audio at the start. [[Unfortunate Implications|Now, say with]] '''[[Unfortunate Implications|ALL]]''' [[Unfortunate Implications|honesty that you don't picture Kevin doing… "something else" there…]]
* [[Drill Sergeant Nasty]]: Magister Hulka.
* [[Driving Test Smashers]]: Happens to Gwen in "Video Games".
* [[Dude, Where's My Respect?]]: Played straight and subverted. Younger people (kids, teenagers, etc.), generally takes Ben's deeds for what they are. Mass media portrays him in a thoroughly negative light, and thus adults have a much lower opinion of him. The government is cool with him, though, having recognized the Plumbers as the authority in such matters for a long time now.
** And it's not just the US government; ''every government '''in the world''''' recognizes a Plumbers Badge, and is immediately willing to let them have full authority in the matter.
* [[Eldritch Abomination]]: Diagon
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** 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: theThe 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.}}
* [[Family -Friendly Firearms]]: Usually played straight, but actually used as a plot point in "Hero Time" when Gwen wonders how common crooks got their hands on laser weapons.
* [[Fandom Nod]]: "Y'know, after all the hype, the Alien X smoothie was a real disappointment. Kind of tastes like filler."
** Fourarms tells Captain Nemesis that [[Transformation Name Announcement|shouting out his name]] is "[[Hypocritical Humor|stupid]]."
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* [[Fastball Special]]: Kevin has Humongousaur throw him at a pair of Forever Knights.
** They try another version with Lodestar's magnetism and Kevin in metallic form. It works, but is so rough on Kevin that Gwen makes them promise not to do it again.
* [[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 With Fire|NRG]])
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* [[Full Name Ultimatum]]: Gwen to Ben, in the second episode.
* [[Fusion Dance]]: This is basically how Aggregor gains the power of the five Andromeda aliens, resulting in portions of their bodies making up his new form.
* [[G -Rated Drug]]: According to Darkstar, energy is like this to him and {{spoiler|Kevin}}.
* [[Genre Savvy]]: Kevin while teaching Gwen how to drive. He tells her a car needs to be treated like a woman, but when she asks for an explanation, obviously displeased by the comparison, he immediately stops himself from continuing.
** In the season finale, ''no one'' is surprised that Darkstar tries to betray everyone at the end, and he's promptly dealt with in less than 2 seconds. No cliffhanger for you, buddy!
** A government [[The Men in Black|Man in Black]] displays this in "The Widening Gyre":
{{quote| '''MIB:''' Standard operating procedure is to show up unannounced, then ''demand'' you come with us. But we know we're dealing with Ben Tennyson<ref> (who is liable to respond to such a thing with, shall we say, ''force'')</ref> so, we're ''asking''. Would you ''please'' come with us?}}
* [[Get a Hold of Yourself, Man!]]: Gwen manages to take this [[Beyond the Impossible]] when she slaps Humongosaur out of a drug-fueled rampage. She can canonically beat substance abuse right out of people.
** [[Armor -Piercing Slap|Not to mention actually she seemed to make it hurt.]]
* [[Getting Crap Past the Radar]]: Zombozo and Kevin face each other with mallets, and Zombozo tells Kevin "Mine's BIGGER than yours!" Kevin naturally counters with something that amounts to "It's not the size that matters, it's how you use it."
** Ben's wearing a motion-capture suit, and one of the spherical markers accidentally detaches and rolls away.
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** In "Video Games" when Will Harangue on his robot's video screen asks him "Any last words?" his answer is "None I'm allowed to say on television."
** Charmcaster hits it off with Darkstar in "Couples Retreat". After making him fight a bunch of monsters for fun, cut to next morning, where she's in bed and wondering where he went.
*** 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 With 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}}.
* [[Green -Eyed Monster]]: Julie showed signs of being one when Ben entered into a completely professional relationship with an attractive actress (though she obviously wanted more out of it), despite the fact that she's fully aware he was doing it to get closer to his idol, Captain Nemesis.
** Gwen does it a lot better. After the actress tries to move in on Kevin:
{{quote| ''*[[Death Glare]]*'' I will peel you like a grape!}}
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* [[Heroic Vow]]: After Aggregor recaptures the last of his escaped prisoners, Ben makes one to save the aliens and stop Aggregor. {{spoiler|He doesn't manage either, and though Kevin does manage to stop Aggregor at the end, it costs him his sanity.}}
* [[He Who Fights Monsters]]: Harangue quotes Nietzsche's line about the abyss in regards to Captain Nemesis going bad, but he's obviously just trying to spin the whole thing against Ben.
** {{spoiler|Charmcaster becomes this in her quest to bring her father back to life, in the process becoming ''worse'' than the one who actually killed him. Her father calls her out on this and she [[My God, What Have I Done?|realizes all to late the error of her ways.]] She's shown to have gotten better after this, though, working at being a better ruler and person.}}
* [[How Do I Shot Web]]: Just like in the original series, Evil!Kevin 11 prefers to pretty much just either smash stuff or blast stuff instead of utilizing his full array of abilities. Ben even has to point out to him that he can use his "Mothman" powers to phase through objects. He does seem to get more creative with his usage of powers after realizing he has access to so many, though.
* [[Hurl It Into the Sun]]: The defeat of the trash [[Golem]] in "The Widening Gyre".
* [[Huge Guy, Tiny Girl]]: Sunny and Antonio.
* [[Hypocritical Humor]]: When Galapagus says that he was in prison, Kevin says "Told you he couldn't be trusted!"… this is from the guy who was trapped in the Null Void somewhere between 1-5 years.
** When Captain Nemesis imitates Ben's [[Transformation Name Announcement]], after seeing him do it as Fourarms:
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* [[Knight of Cerebus]]:
** As the return of Old George/The First Knight has transformed the Forever Knights from laughable Monty Python-referencing villains to a "proper" order of fanatics who strong-arm innocent aliens into leaving Earth.
** They [[Word of God|KILLED Pierce,]] probably planned on killing all those aliens waiting for supplies, and Ben needed to threaten to [[Kill 'Em All]] to make them leave. As in, actually say KILL. Even their appearances and weapons have become [[Darker and Edgier]]. And now, most likely Old George will wind up somehow involved with The Lucubra.
* [[Lampshade Hanging]]: When the series [[Running Gag]] strikes yet again:
{{quote| '''Rath:''' [[Catch Phrase|Lemme tell ya something]], Ultimatrix! [[Third Person Person|Rath]] is sick of you not working right! It's not even funny anymore!<br />
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** In "Prisoner Number 775 is Missing" Kevin asks Ben why he shouts the name of his aliens. Ben's response? To strike fear in the hearts of his enemies. Kevin deadpans that Ben can keep on believing that if he wants to.
*** Then Gwen announces Wildmutt's name as Ben is transforming later in the same episode, then remarks, "He can't talk. Someone had to do it."
* [[Laser -Guided Amnesia]]: Lampshaded. {{spoiler|Kid!Ben expects a memory wipe after the events at the Forge of Creation. Doubles as [[Genre Savvy]] for Kid!Ben.}}
* [[Laser -Guided Karma]]: A literal case of it. After taking credit for being the brains behind the heroes and the heroes going along with it, J.T. and Cash actually save Ben using an energy draining laser weapon. But, after putting up with them all episode, Ben, Gwen and Kevin finally tell them off and don't believe them. Worse, the weapon shorted out the camera recording the said saving. The episode ends with J.T. sadly yelling "We're heroes!"
* [[Let's Get Dangerous]]: When Captain Nemesis kidnaps Julie as a means to get to Ben, Ben immediately finds him, jumps straight to Ultimate Humongousaur, and kicks five kinds of ass ''without so much as a word''. The lesson: [[Berserk Button|Do not fuck with Ben's loved ones]].
** He does it again when Aggregor {{spoiler|mercilessly kills the five Andromeda aliens when he absorbs their powers. If it weren't for the fact that Aggregor was invincible, Ben probably would've killed him}}.
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* [[Loads and Loads of Characters]]: About 63, all in one guy! Almost everyone Ben's turned into throughout the three series (plus Nanomech from the Alien Swarm movie, and a few we've never seen), except for Eon, can be found in the title sequence.
* [[Logical Weakness]]: Ra'ad, and by extension Ampfibian, is highly vulnerable to water, being an elecromagnetic being, This is ironic, as the species is an [[Electric Jellyfish]]. The writers apparently thought better of the weakness later on, since Ampfibian was able to swim underwater with no problems in "Deep".
* [[Long -Lost Relative]]: Kevin's heretofore unseen stepfather.
** Gwen and Ben's cousin Sunny.
* [[Lotus Eater Machine]]: The Cassiopeia dream eater puts whoever it attaches to into one, then feeds off the chemicals in their brain related to stress as they try in vain to fight off the resulting nightmares.
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* [[Magic Skirt]]: Despite being blown by Galapagus' wind in "Ultimate Aggregor" and Terraspin's wind in the 1st season finale, Gwen's skirt doesn't flip high enough to see higher than her thighs.
* [[Male Gaze]]: The camera seems to focus on Gwen's rear at times.
* [[MesMe's a Crowd]]: The second episode involves Ben using Echo-Echo-created clones of himself to do a little multitasking. Unfortunately, they suck at the [[Combination Attack]].
* [[Meaningful Name]]: The second episode also reveals Ben's middle name, when Gwen hits him with a [[Full Name Ultimatum]]: Benjamin '''''[[Jack Kirby|Kirby]]''''' Tennyson.
** Also: Will Harangue; Harangue means "A long pompous speech or a tirade," which seems to fit the anchorman pretty well.
** Episode 7 is titled "Andreas' Fault", so it should come as no surprise that Ben acquires an alien [http://en.wikipedia.org/wiki/San_Andreas_Fault that can cause earthquakes].
** In the episode "Deep", we're introduced to [[Kevin Michael Richardson|Plumber Magister Pyke]], a [[Fish People|Pisciss Volann]].
* [[Mid -Season Upgrade]]: Aggregor transforms into a conglomerated form of the five aliens after he absorbs them. {{spoiler|He reverts back after Kevin takes his power for his own}}.
** Midway through season 2, Ben 10,000 gives present Ben every alien he'd ever turned into up to that point (thus making the title sequence correct) along with several that he hadn't yet gotten.
* [[Mind Control]]: Lucubra can control people while eating their thoughts. {{spoiler|The real Diagon}} can do this to anyone that was a victim of Lucubra. Both also involve a hefty amount of [[Mind Rape]], if Gwen's reaction is any indication.
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{{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. }}
* [[Nice Job Breaking It, Hero]]: Ben's movement scans help the Stalker counter them.
** Another example of breaking: Kevin accidentally {{spoiler|releases P'andor, a highly-radioactive energy being, from his containment suit.}} This leads to an [[Oh Crap]] face.
** A very notable case is that Ben and the others were unaware that they were unwittingly giving Aggregor back his captives each time they helped them. The last of the five finally pointed it out, and he too was caught. Just goes downhill from there.
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* [[No Ontological Inertia]]: Somewhat justified with {{spoiler|the Andromeda aliens}}. Aggregor had converted them into energy so he could permanently absorb their powers. Once all the energy returned back to their original owners, they turned back to normal. (Then again, how it knew to convert them back into their physical forms is still unanswered.)
* [[Nothing Can Stop Us Now]]: In what has to be one of the fastest fulfillments of the trope's promise ever, Darkstar has the nerve to proclaim this after absorbing Kevin's excess energy, which was a considerable amount. Ben naturally [[Chronic Backstabbing Disorder|saw it coming]], pushes a button on a nearby panel, and takes it from Darkstar before a minute has passed.
* [[Not -So -Harmless Villain]]:
** Old King Xarion of Zarcovia, his throne usurped by his own son with the help of {{spoiler|Dr. Viktor's dead body}}, calls in Ben and the gang to help him… {{spoiler|after which he turns on them and uses the Ultimatrix as a conduit to bodyjack Dr. Viktor.}}
** Ssserpent when he appears in "The Perfect Girlfriend". Before, his sole role was to get his tail kicked by Ben in a few seconds, this time he'd studied Ben thoroughly and set a trap that almost ''kills'' Ben. He also manages to avoid being captured the entire episode, something few of Ben's toughter villains can't say they managed.
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* [[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!'''"}}
* [[Pre -Ass -Kicking One -Liner]]: "There's a time to go hero, and there's a time to go ''Ultimate!''"
* [[Product Placement]]: Possibly deliberate this time; in "Reflected Glory", Gwen explicitly refers to her internet messages as [[Twitter|tweets]].
** Not surprising in the least since [http://twitter.com/YuriLowenthal all] [http://twitter.com/deebradleybaker four] [http://twitter.com/TheVulcanSalute primary] [http://twitter.com/GregCipes VAs] have an account.
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*** Ra'ad, an old Persian word for "thunder", displays electrical powers.
*** P'andor, an alien trapped inside a suit to suppress his powers, is a reference to Pandora's box.
* [["The Reason You Suck" Speech]]: A mild version, from Ben to Gwen in the finale, after they fight each other and she is the one defeated.
* [[Reveal Shot]]: Ben is shown on the therapist's couch in "Eye of the Beholder" - zooming out reveals his therapist is {{spoiler|Jimmy Jones.}}
* [[Roaring Rampage of Revenge]]: {{spoiler|Prisoner 775 goes on one of these and tries to kill Colonel Rozum's family in revenge for Rozum's actions resulting in the deaths of his family and leaving the poor guy trapped in a horrible prison for who knows how long.}}
* [[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.
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** 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.
* [[Self -Deprecation]]: This series seems pretty fond of poking fun at its own flaws and the flaws of the series in general. For example, at the opening of a smoothie shop doing a Ben 10 promotion, a kid calls the Alien X flavor "filler".
** Let's not forget about "Video Games", where Ben talks about the multiplayer function in the game not being a good idea.
** In "Forge of Creation" {{spoiler|Young Ben looks through the 16-year old Ben's alien repertoire, and calls most of them lame}}.
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*** And Eon's plot in that episode is very similar to {{spoiler|what the [[Big Bad]] in ''[[The One (Film)|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 (Film)|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.
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** 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".
* [[Stern Chase]]: The 2nd and 3rd chapters of season 1 (the Map of Infinity and the {{spoiler|search for Kevin}}) have elements of this.
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* [[Suicide By 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.
* [[Super Mode]]: The aliens' Ultimate forms. According to the official site, only half of the initial ''Alien Force'' aliens are getting them (though Cannonbolt is in place of Alien X, for [[Awesome but Impractical|obvious reasons]]).
** Eventually, Wildmutt also got one.
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* [[Theme Naming]]: [http://en.wikipedia.org/wiki/Azimuth Azmuth] and [http://en.wikipedia.org/wiki/Zenith Zenith]. They're both named after astronomical terms.
** "Albedo" means "mirror." In this case- a mirror image of Ben.
* [[This Is Unforgivable!]]: The entire cast's reaction to Rozum's imprisoning 775 aliens for decades in horrible conditions with no good reason other than "national security" and without due process of law, instead of handing them over to the Plumbers for a proper trial. The audience probably agrees.
* [[Time Skip]]: According to [[Word of God]], the time between the finale of ''Alien Force'' and the beginning of ''Ultimate Alien'' is only a few weeks; Ben and Gwen have their birthday in that short time frame. This means, according to information from the first series, that the starting point of this new story is roughly some time after New Year's. <ref>For those who don't remember, Ben was arguing that Gwen was obsessive for planning her birthday party 6 months in advance, in the middle of Summer. This places their shared birthdays in winter, and Kevin's apparently not too long before.</ref>
* [[Took a Level In Badass]]: Rojo, who got two appearances in the first series, has a new gang, and each girl has her own suit of [[Powered Armor]] and combination [[Cool Bike]]/[[Flying Car]]. Okay, so they're still pretty easy to beat, but they still deserve points for trying.
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* [[Villain Episode]]: Kinda-sorta with "Where the Magic Happens"; next to Gwen, Charmcaster is the main character of the episode.
** Similarly, "Couples Retreat" focuse more on Charmcaster and Darkstar then it does the heroes.
* [[Villain Team -Up]]: Zombozo, Charmcaster, and Vulkanus in the third episode.
** Later, {{spoiler|Charmcaster and Darkstar, though Charmcaster isn't a [[Anti -Villain|full-out villain anymore]], and ends up literatelly showing Darkstar the door once she realizes he's using her for her power.}}
* [[Villains Out Shopping]]: The Forever Knights are occasionally subject to this. Jimmy plays a [[World of Warcraft]] [[Expy]] with one.
** When the team tries to track another one down, they find him at home, in his underwear but still wearing the helmet, brushing his teeth.
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* [[Voluntary Shapeshifting]]: See [[Transformation Sequence]] above.
** Kevin, Gwen, Sunny, and Aggregor as well, unless shapeshifting is only used to describe going between more than two forms.
* [[Was It Really Worth It?]]: Max, and to a lesser degree Ben, confront Colonel Rozum with this question after his actions lead to a vengeful alien trying to murder his family to take revenge for all the horrible things he'd done to him. Rozum responds that it was, but Max and company clearly don't agree.
* [[Weaksauce Weakness]]: The plant monster that dissolves on contact with ''peanuts'', though it's more likely the fact that they were salted that made them dangerous. Still, it worked ridiculously well.
* [[Weaponized Animal]]: The nose-shooting alien fish on planet Pisciss in "Deep".
* [[Wham Episode]]: Both "A Knight to Remember" and "Solitary Alignment" reveal a lot about the leader of the Forever Knights, among other things.
* [[What Do You Mean ItsIt's Not Awesome?]]: "I'm not going anywhere. Not until I finish my smoothie."
* [[What Measure Is a Non -Human?]]: Invoked by Ben in season 2 in regards to Eunice. {{spoiler|Azmuth says she is a construct no different than the aliens Ben transforms into, Ben disagrees}}.
** Colonel Rozum's opinion on the aliens he imprisoned in Area 51 without due process of law (as when Ben and company capture an alien, they leave it to the Plumbers to give them a proper trial) is they aren't human so he doesn't have to treat them like them. [[What the Hell, Hero?|Ben and company strongly disagree]].
** The Forever Knights' creed is basically their answer to this question.
* [[What the Hell, Hero?]]: Grandpa Max and Gwen call Ben out<ref> Max out of curiosity since he agrees, Gwen incredulously since she doesn't</ref> on how his "the needs of the many outweigh the needs of the few" attitude towards Crazy!Kevin doesn't fit Ben's usual optimistic perspective. Ben responds with [[Silly Rabbit, Idealism Is for Kids]].
** 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 [[Doctor HorriblesHorrible'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 (Film)|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.
** {{spoiler|Kevin did it again, though it was a [[Heroic Sacrifice]] to save the universe and defeat Aggregor. It cost his sanity, but he got better.}}
* [[Woobie, Destroyer of Worlds]]: Prisoner 775 from the self titled episode. He was imprisoned for years for doing nothing more than being exiled to Earth for trying to save his homeworld from a brutal tyrant. By the time he got out, the rebellion had lost and his family was dead. With this on top of being confined to horrible conditions for whoever knows how long, one can't blame him for going on a [[Roaring Rampage of Revenge]] against the one responsible for doing that to him...
** Meanwhile, {{spoiler|the last leg of Season 1 gave us Kevin, who absorbed energy to save the universe from Aggregor at the cost of his sanity and body. Lacking almost virtually any sense of control, he promptly goes on a [[Roaring Rampage of Revenge]] against ''everyone'' that wronged him. Most of his targets did things that were quite minor, but a few actually do deserve it.}}
{{quote| {{spoiler|"I'm the one who gets turned into a monster! I'm the one nobody ever trusts or cares about! ... Face it, Gwen! Whatever I look like, I'm a freak!"}}}}
** {{spoiler|Charmcaster, after becoming a near [[Heel Face Turn]] before, becomes a near literal example of this in "Enemy of my Frenemy" when her desire to revive her father drives her to sacrifice all the souls in her home world to bring him back, and breaks down crying when he calls her out on what she'd done and is left [[Broken Bird|broken and alone.]] Even Gwen, whom she betrayed, can't bring herself to hate her after this.}}
* [[Yank the DogsDog's Chain]]: Cash and J.T; the one time they're actual heroes, no one believes them.
** Charmcaster, over and over again. {{spoiler|She's able to return to her realm? She ends up trapped in it. She frees her realm? It's people proceed to fight a civil war over it. She ressurects her father? He goes back to being dead so that the souls sacrificed to bring him back can return. She finds a boy who likes her? He doesn't, and is using her for her power.}}
* [[You Called Me "X" - It Must Be Serious]]: Inverted. Charmcaster asks Darkstar to call her by her real name rather than "Beautiful" to prove his insistence that he truly cares for her. He fails this test spectacularly.
* [[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?
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