Night of the Living Nightmare

Night of the Living Nightmare is the fourty-nine episode of Ben 10: Ultimate Alien and the seventeenth episode in the third season.

Plot
It all starts with Ben asleep, but he wakes up and a Dream Eater attacks him. Ben becomes NRG to battle it. After seemingly destroying it, Ben starts watching TV, but fails and unpluggs it, only for it to stay on. Then Ben goes to see the neighbors, but a DNAlien[[ attacks him. Ben transforms into [[Four Arms and defeats the DNAlien, however it disappears when Four Arms' attack destroyed the house of his neighbors. When Ben looks and realizes that they are not there, he calls [Gwen]], but she doesn't respond, then calls Kevin, who also does not respond.

Then Vilgax appears and he destroys Ben's car. Ben turns into Goop to fight him before transforming into Ultimate Spidermonkey. Then Vilgax gets hit by a truck without a driver and he disappears. Ben decides to go to see Kevin in person. When he arrives, he doesn't find Kevin. Aggregor appears and Ben transforms into Lodestar to fight him and then Aggregor disappears.

Ben takes Kevin's car and goes to Julie's home, where Ship merges with Julie and starts to attack Ben. Then Ben transforms into Eatle and he fights them with them disappearing. Ben drives through a forest and sees Hex hitchhiking twice, Ben ignores him and continues his way, but then he looks into the mirror and sees Hex inside the car, but when Ben turns, he isn't there anymore and then Hex appears on the road and Ben trying to avoid him crashes into a tree.

Then he sees Kevin and Gwen, where they ask Ben to give them the Ultimatrix and then Ben transforms into ChamAlien and becomes invisible and runs into the forest. Gwen uses her powers to find Ben then Kevin absorbs the Ultimatrix, becoming Ultimate Kevin and Gwen appears in her Anodite form. Ben transforms into AmpFibian and electrocutes Kevin, causing him to faint. Gwen tries in vain to convice him to take off the Ultimatrix and Ben transforms into Swampfire and uses seeds to trap Gwen. Ben guesses that she is actually Albedo and then Albedo mentally transforms into Fasttrack. Ben also transforms into Fasttrack and goes after Albedo.

Ben goes to Mr. Smoothie, then Albedo (as ChamAlien) attacks Ben, then he becomes Big Chill, freezing Ben but with no effect, then he becomes NRG, and attacks Ben, but Ben resists the attack. Albedo goes to put a Dream Eater on Ben but he slips on a shake, and the Dream Eater falls on him. The scene shifts to Ben's bedroom, where the real Ben, Gwen, and Kevin are. Albedo had, in fact, never attached the Dream Eater to Ben at all. He had slipped on the shake in Ben's room and the Dream Eater attached to him; the entire episode thus being Albedo's ensuing nightmare. Gwen explains that the Dream Eater feeds off the chemicals produced by the brain and traps the host into a nightmare and that it needs a Galvan doctor to safely remove it. The episode ends with several Ultimatrix aliens confronting Albedo in his nightmare.

Major Events

 * Albedo returns.

Real World Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin

Villains

 * Albedo

Dream Characters

 * Ben Tennyson

Dream Villains

 * Albedo
 * DNAlien
 * Vilgax
 * Aggregor
 * Hex
 * Gwen Tennyson
 * Kevin Levin
 * Ultimate Kevin
 * Julie Yamamoto
 * Ship

By Ben

 * NRG
 * Four Arms
 * Goop
 * Ultimate Spidermonkey
 * Lodestar
 * Eatle
 * ChamAlien
 * AmpFibian
 * Swampfire
 * Fasttrack

By Albedo

 * Fasttrack
 * ChamAlien
 * Big Chill
 * NRG
 * Brainstorm

In Albedo's Nightmare

 * Water Hazard
 * Cannonbolt
 * Upchuck
 * Diamondhead
 * Ultimate Humungousaur
 * Ultimate Swampfire
 * Lodestar
 * Armodrillo
 * Ultimate Echo Echo

Errors

 * When Lodestar's head was knocked off his body, his body should have followed, as seen in Video Games.
 * In one scene, the door on Kevin's car is grey instead of green.
 * When Albedo uses Fasttrack and runs away from Ben, his eyes are green.
 * When Ultimate Kevin is holding Ben by his wrist, the color of his Brainstorm's arms change.
 * Goop turned straight to Ultimate Spidermonkey without turning into Spidermonkey first.

Trivia

 * Ben shouts ChamAlien's name for the first time after transforming.
 * The energy being inside of NRG's suit is revieled when Ben rips the suit open and pulls Albedo out.