Night of the Living Nightmare

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

Plot
Ben is asleep, but is rudely awakened by a Dream Eater, which immediately latches itself to his face. He struggles against it, but his panicked cries are muffled by the creature and he collapses from near-suffocation as the creature's influence begins taking hold. Ben gets a second wind and becomes NRG to battle it. After seemingly killing it, Ben starts watching TV, but fails and unplugs 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 someone hitchhiking twice, Ben ignores them 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, wanting a turn, 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, turning into Ultimate Kevin, and Gwen appears in her Anodite form. Ben transforms into AmpFibian and electrocutes Ultimate Kevin, causing him to faint. Gwen believes Ben killed him, and 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 transforms into Negative Fasttrack. Ben also transforms into Fasttrack and goes after Negative Fasttrack.

Ben goes to Mr. Smoothie, then Negative ChamAlien attacks Ben, then he becomes Negative Big Chill, freezing Ben but with no effect, then he becomes Negative NRG, and attacks Ben, but Ben resists the attack. Albedo goes to put a Dream Eater on Ben but he slips on a smoothy, 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 nightmare. Gwen explains that the Dream Eater feeds off the chemicals produced by the brain during stress and traps the host into a nightmare and that it needs a Galvan doctor to remove it safely.

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

Real World Villains

 * Albedo

Dream Characters

 * Ben Tennyson

Dream Villains

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

By Ben

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

By Albedo

 * Fasttrack
 * ChamAlien
 * Big Chill
 * NRG
 * Brainstorm

Other Aliens

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

Errors

 * In one scene, the door on Kevin's car is grey instead of green.
 * When Negative Fasttrack and first runs away from Ben, his eyes are green.
 * When Kevin transformed into Ultimate Kevin, his shirt and pants rip. When he "dies" and transforms back, his shirt and pants mysteriously reappear on him.
 * When Ultimate Kevin is holding Ben by his wrist, Brainstorm's arms discolored for a split second (if you slow down the scene again).
 * When Fasttrack runs into Mr. Smoothy, his Ultimatrix symbol is gone.
 * At the end of the episode, when the camera changed angle, Ultimate Cannonbolt reverted to Cannonbolt.
 * When Ben is squirming around in bed, at the beginning, the grey bar on the Ultimatrix is green.