The Freakiest BEN 10 Alien Forms!

I always did like this original intro. Can you believe Ben 10 has been a major Cartoon Network property for fifteen years? It's not one I ever personally "got into," and I can't say for certain why that is. I was over drinking age when it debuted, but that's never stopped me before, so maybe there was just something about its particular writing and characters that never fully grabbed me? Regardless, it's a series I'd have been a maniac for if it had coincided with my childhood, and I'm still pretty thoroughly familiar with its alien designs. If it always flew under your radar as well, the intro should tell you all you need to know - except for the backstory that Ben's alien gizmo, the Omnitrix, is basically an archive of DNA from legendary heroes throughout the galaxy, and the ten forms he has access to would cycle regularly as the series progressed...until at last it turned out that, at fully functional capacity, the Omnitrix gives it wearer access to thousands of forms at once.

With hundreds of known aliens in this canon, I obviously have a lot of personal favorites, and because my tastes are what they are, a Spooky-Season list of his creepiest, crawliest and slimiest happens to include every favorite I could ever want to cover...though we're not going to get into villains, non-alien monsters or other peripheral creature designs. Then we'd really be here for too long. For now, we'll just be looking at those aliens included in some incarnation of the Omnitrix itself!


One of the original ten, this insectoid was Ben's go-to flying mode at the time, but flight wasn't necessarily its main theme or gimmick; rather, the alien is best known for its sticky, stinking slime, which had a variety of properties and could be spewed, strangely enough, from both its mouth and its eyes.

This design was a nice one, having a more traditional "space alien" sort of feel than some of his others, and looking like an alien lifeform that only coincidentally resembles an Earth insect. Its head also has a sort of "xenomorph" feel to it, but with four flexible eye stalks sprouting out the sides; overall pretty unique!


Another of the original ten, Ripjaws was relatively seldom used, since it was mostly applicable when Ben needed to swim. Besides everything that comes with being a humanoid fish, however, it also had a powerful enough bite to chomp through steel, an expandable throat, a bioluminescent illicium and an ability to fuse its humanoid legs into a single fish tail. The design is also quite a bit cooler than your average fish-man, with pure white eyes on the end of an elongated skull and a set of massive, lipless teeth!


This is an especially unusual one, able to manufacture virtually any known chemical as a gas in its toxic innards! It also possesses a detailed scientific comprehension of chemistry and biology, distinct from Ben's own store of knowledge, which is an interesting side-effect of some of his transformations - they're still him, but they can also know things, say things and do things he doesn't understand. Gutrot's character designer, incidentally, is on record saying that the alien's concept is a homage to his favorite Pokemon; Koffing!!


An amorphous slime-based creature is such a natural fit and versatile superpower category, it's surprising that it wasn't one of the first batch. Goop's powers are obvious, capable of taking any shape at any time and resisting most physical harm with its fluid body. Its design is a fairly simple and straightforward humanoid of green goo, with a thin and almost insectile face, but it includes the fun detail of a hovering, UFO-like antigravity device that hovers overhead, necessary for this alien to function anywhere other than its extremely low-gravity homeworld! I really like this particular attention to detail, and how it gives this alien a unique weakness if the device is targeted.


A really great looking plant-based entry, with tentacles for legs and a fly-trap-like mouth for a torso. Wildvine has a one-eyed, humanoid head inside its giant fly-trap jaws, but it also has matching eyes on its shoulders, giving it two very different "heads" depending on which one you want to mentally prioritize. It has all the sorts of powers you tend to expect from plant creatures, able to grow and stretch and regenerate and even merge with or control other plant life, but for good measure, it also has detachable pods that explode like bombs!


One of my favorites, though unfortunately only appearing in three episodes, ever! Spitter's entire thing is spewing massive volumes of slime and inflating like a pufferfish, and well...that's it, but anything themed around slime-spewing is great in my book, and always tends to look pleasingly bizarre. Spitter is no exception, an almost tadpole-shaped creature with stubby limbs, a huge toothy mouth and lovely little green eyes in the corners of its black lips. Between the slime, the somewhat sucker-like maw and the short feelers surrounding the mouth, Spitter reminds me a lot of a hagfish, though it also gives the impression of a whale-like monster. There's just a lot of cool sea life rolled up into one thing here, and it is marvelously grotesque. It's also been briefly mentioned that this alien's homeworld is known for being rainy!

SNAKEPIT (non-canon?)

This alien was only ever mentioned by name in a single episode, but character designer Tom Perkins had a concept in mind that he'd later illustrate himself and release online, which looks fantastic! A squat alien with multiple, serpentine heads writhing in a crusty, bowl-like shell, really looking like a walking, living "pit of snakes!" I especially like the protruding, luminous little eyeballs, which according to Tom are armed with petrifying eyebeams, naturally!

TERRORSAUR (non-canon?)

Another Tom only just drew up in 2020, Terrorsaur would have apparently been an alien capable of inflicting nightmarish hallucinations, and has a pretty killer design here! Black, jagged and sharp edged, with an exceptionally large head and multiple red eyes, I'm a real sucker for flying reptiles and you don't often get pterosaur-like creatures played for a gothic demon quality! I also appreciate that this is an idea for another omnitrix alien. It's a lot of fun that the same hero can wield forms that you might expect from villains.

GURGE (non-canon?)

Loosely expanded from a minor alien in an actual episode, Gurge is apparently a concept for a being that fights by inflicting extreme nausea. I love how it has elements of both a tentacled mollusk and a bruteish mammal, its head almost like a cross between the saclike, blobby cranium of an octopus and a snarling babboon; it's a combination that feels very much appropriate for a creature with "grossout powers."

BRAINDRAIN (non-canon?)

For a time, Ben 10 actually had a whole set of aliens with a "horror monster" theme, which included a vampire, a Frankenstoid and a werewolf. Ironically, none of those three made this list, but another one does later, and so does this concept for how a zombie-themed entry would have looked! According to Tom, Braindrain would have had the power to temporarily turn other creatures into mindless zombies, which, again, is a fun thing for a hero to be able to do. There are actually two slightly different designs up, but I prefer this one; it's the spindlier, slightly less human of the two, and I really like those slightly elongated eyes.

SANDBOX (non-canon?)

The last one we're including from Tom's recent drawings is literally an amorphous mass of living sand that emerges from a cubical alien device, and I love the mushy, ghostly way it's drawn here! I especially love its slimier looking, amoeboid "eyes," if they're even eyes at all. Overall just a great looking, weirdly unsettling creature with a very fun design twist and name.

Can you believe that both Sandbox and Snakepit were mentioned in the context of being lame, though?! A character was only disappointed to learn which aliens were among the transformations available to him. NO taste.


SPACE MUMMIES! This is the "movie monster" one I felt was weird enough to be here, a member of a desert-dwelling alien species with a culture coincidentally similar to our own ancient Egypt. These also just "happen" to be made up entirely of long, flat strands that twine together into a hollow, roughly humanoid shape, they just "happen" to have magical curse-like abilities, and they even just "happen" to sleep in sarcophagus-like cases...or at least the wealthy ones do, apparently. None of this makes a whole lot of sense from a science fiction standpoint, but it doesn't need to, because it's awesome. This design for the alien's original appearance is positively beautiful, too, such a lovely lankiness and rad looking headdress revealing only a set of glowing, menacing eyes! Even the eyes, however, seem to just be decorative, since the true alien is the ribbon-like matter alone and can discard everything else to slither snakelike through tight spaces. What even made them prefer a humanoid shape and a culture of wearing such extravagant false heads?!


Easily one of Ben 10's most interesting alien designs, Brainstorm's main hook is having an incredibly gigantic brain and everything that entails; super intelligence, telekinesis and even power over electricity. I've never quite seen a brain creature that was also a crab creature, however, and the design gimmick of its upper shell splitting open to expose its grey matter is just cool as hell. Delightfully, another member of this alien's species appears as a villain in a few episodes...and of course he's a mad scientist.


You can see we're getting into the great stuff now. Eyeguy is a burly, long-armed humanoid covered in multiple bulging, green, reptilian eyeballs everywhere but its head, which is instead dominated by a pair of large, flaring bat-like ears! Each eye can fire different energy beams, but it gets stranger, too, as they can also move around on the alien's surface and merge with one another to produce different effects, and the extra-large, extra powerful eye on its chest can also extend on a stalk to fire its beams.


They had a lot of fun with this one. Upchuck is an adorable little green critter almost reminiscent of a cross between a hamster and a frog, looking its very best in this original series design; I just really like how high up and close-set those round, headlight-looking eyes are. But despite its small size and cuteness, this alien is kind of a terror, since it has the ability to eat large volumes of virtually any known matter and store it in an extradimensional space until digestion, after which it can spit the material back up as a wad of volatile acid! There seems to be a lot of Kirby influence in this one, but with more acknowledgment of how disgusting Kirby's abilities kind of are. To top it off, the alien also has three sticky, stretchy tentacle-like tongues and a mouth that can stretch to accomodate far larger meals.

Upchuck's species is by staggering coincidence known as a Gourmand, and while there's a bit more to them, all you really need to know about this noble and intelligence race is that their civilization's ultimate global defense maneuver was to get together and eat their own planet before anybody else could have it.


This one is easily my top favorite, even though we have to place it second to the true "Spookiest" alien. I have no idea why its name is "toe pick," but this alien is a big, greenish ogre giant, spiny hands and some sort of torturous looking bondage device encapsulating its head, normally concealing everything but the glowing green eyes behind its cage-like visor.

We as the audience never officially see what Toepick's face is supposed to look like, but several other characters and creatures do, and they all either vomit immediately or go completely mad with terror at the sight! Whatever this creature is, its face and face alone exhibits some sort of impossible cosmic-horror geometry that almost no other being can comfortably wrap its mind around.

Because I may also never find another good excuse to talk about this on my website, Toepick bears remarkable similarities to the bizarre 1980 cartoon character, Yukk, the World's Ugliest Dog. Inexplicably the sidekick to a tiny superman ripoff, Yukk is a giant, anthropomorphic talking canine who hides his face under his own doghouse, and is in fact so ugly that plants can wither, metal can rust, even mountains can crack when he exposes his unholy visage.

But while there's no "official" design for Toepick's true face, a rough approximation was drawn up by his character designer for the alien's official action figure, showing off an amoebic, multi-mouthed, shoggoth-like mass with those bright green eyes protruding on stalks! Even this, of course, might just be a second layer of covering; the tentacles themselves could quite possibly unfurl to expose what's really really underneath.


This the third alien we're featuring from the original ten; the first season of the first series, and my easy favorite of those ten. Able to phase through solid matter, turn invisible, levitate objects and take possession of other beings, Ghostfreak also truly looks like a more alien, more biological Halloween phantasm; a simple, pale humanoid with a wispy tail and very few distinguishing features, other than those veiny black crevices that wrap around its body and that single, eerie little eye, which by the way can freely track along those "veins" to peer in any direction!

Most ghostly of all - and cribbing straight from Beetlejuice! - are the black and white striped tentacles the alien can reveal by bursting open its own "skin," which is in fact nothing but a secondary membrane protecting its true form from the otherwise lethal effects of direct sunlight.

Unfortunately, as useful as this alien seems, Ben strongly dislikes having to take this form, because something about it feels deeply wrong; almost as if he's losing control of himself.

This is because, in a creative twist, this particular alien isn't just a thoughtless copy at all, but still carries the original personality of the being it was replicated from, Zs'Skayr, a dangerously powerful and ruthlessly malevolent dictator of his species. Once he regains his independence from the Omnitrix, he discards most of his protective membrane - revealing a grotesquely upside-down skull! - and becomes one of the franchise's most formidable recurring villains. It bears mentioning, however, that even this guy's species - the Ectonurites - aren't immune to the sight of Toepick's face.

I would also like you to delight as much as I do in these later designs for some Ectonurite "civilians," every single one more precious and beautiful than every single other one, all simultaneously:

Honestly, could you ever possibly narrow down your ideal alien ghost husbands and/or wifes from that selection?? IMPOSSIBLE.

There are, like I said, plenty more aliens from this property that I could cover as well as some non-alien monsters and most notably the Nemetrix; a device that allegedly houses the natural predator of almost every alien species in the Omnitrix! We'll leave Ben off with just this article for now, but maybe not forever.