• Newredomni.png Characters and/or events in this article appear in official media of the franchise
    but are non-canon to the TV continuity.
  • Gamepad-icon.png

Ben 10: Alien Force: Vilgax Attacks is the second Ben 10: Alien Force video game.


The story starts as Vilgax invades Bellwood with a gigantic Null Void Projector, releasing hundreds of Null Void prisoners into the city. Ben attempts to transform into Alien X, but Professor Paradox stops him, stating that now is not the right time to use Alien X. Instead, they split up to tackle the invasion. Ben fights his way to Psyphon (who's coordinating the attack from ground level), but when Ben defeats Psyphon, he brings to life a Mr. Smoothy sign as a distraction. Ben defeats Mr. Smoothy by quickly hitting it with every alien in his arsenal, except for Cannonbolt and Alien X, and in the process puts the Omnitrix into reboot mode and locks out half of his arsenal (not counting Alien X). Azmuth appears on Ben's shoulder and examines the Omnitrix, saying that it needs to recharge before Ben can access all aliens again. To make matters worse, Professor Paradox informs the the team that Vilgax has successfully taken over Earth, so he sends them back far enough in time to destroy every power source for his Null Void Projector possible in the whole galaxy, stating that the first is being recycled from the toxic radioactive waste of Vulpin: Wildmutt's home planet. However, only Spidermonkey, Big Chill, Humungousaur, Swampfire, and Cannonbolt are available. (Only Swampfire and Goop are available in the DS version).

Arriving on Vulpin, Ben orders Gwen, Kevin, and Ship to stay put, because if Vilgax arrives, it will take all of them combined to hold him off. Ben fights his way throughout the refinery, going through Vilgax's bioids, the local Vulpimancer, and a giant two-headed snake. Ben then finds the Vreedle Brothers (Darkstar replaces the Vreedle Brothers in the DS version) and manages to defeat them. Then, Ben finds a holographic message from Max, stating that the one Ben destroyed isn't the only one, and responds that he's currently on his way to Terradino: Humungousaur's home planet, to destroy the energy core there. Goop is then unlocked. (Humungousaur and Spidermonkey are unlocked in the DS version).

Arriving on Terradino, they find another message from Max, stating that the energy core is located in the nearby temple and that Vilgax's forces are all ready there. Ben once again orders his companions to stay and hold off Vilgax if he shows up. Traveling through the temple, Ben solves complex building sized puzzles and fights off not only Vilgax's droids, but also Charmcaster's rock monsters. Ben confronts Charmcaster inside the temple and despite Charmcaster using the temple's complex defenses to her advantage, Ben is ultimately the victor. Ben successfully destroys the energy core, thus destroying the temple. The trio then finds another message from Max, stating that the next energy core is on Encephalonus IV: Brainstorm's home planet, and that one of Ben's old enemies is there, but due to a glitchy transmission could not specify which one. Brainstorm is then unlocked. (Big Chill is also unlocked in the DS)

Arriving on Encephalonus IV, Ben has already watched Max's message 12 times, but is still unable to decipher who Max was talking about. Kevin and Gwen stay with Ship in order to fend off Vilgax if need be. After making his way through Encephalonus IV's complex security system and Vilgax's droids, who have already arrived on the planet, Ben discovers that Darkstar (The Vreedle Brothers replaces Darkstar in the DS version) is also after the energy core (likely intending on absorbing it's energy). Ben successfully defeats Darkstar and destroys the energy core. He receives a message from Max, stating that the last energy core in the known universe is on Anur Phaetos: Ghostfreak's home dimension. However, the transmission is interrupted by Vilgax, who mocks Ben by stating that he won't even be able to find the planet, let alone survive it. 

It appears that Vilgax's mockery holds true, as Anur Phaetos is not a planet in the technical sense, but in fact an alternate dimension, one of which they can't access. Then, out of the blue, Verdona arrives and states that Max sent her to help. She transports the trio to the Anur Dimension, but accidentally splits them up. Echo Echo is unlocked here. To make matters worse, Zs'Skayr is revealed to be "alive" and well and states that Ben was most unwise to travel into his domain. After defeating Zs'Skayr's Ectonurites, Ben confronts Zs'Skayr himself and defeats him by taking full advantage of his only weakness: light. Gwen, Kevin, and Ship find Ben by tracking his mana, but sadly Gwen isn't able to find Verdona. Paradox arrives and sends them back to their own dimension, and states that Max knew his transmissions were being interrupted and attempted to deceive Vilgax. While all energy cores have been destroyed, Vilgax has someone under his employment, making a new one from the energy in Taydenite on Mor' Otesi: Chromastone's home planet. Chromastone is then unlocked (Echo Echo is also unlocked, since the Anur Phaetos level isn't in the DS).

The trio arrives on Mor' Otesi, and are shocked to discover that Vilgax's mysterious accomplice is none other than Cooper. Realizing he's been tricked, and that his research is going to allow Vilgax to conquer the Earth, he formulates a plan to help and directs Ben to the scientific research center where all the Taydenite and his equipment is being kept. After fighting through the radioactive planet, Ben discovers a second accomplice to Vilgax's plot: Albedo. After defeating Albedo, Ben destroys the energy core Albedo just completed. Gwen and Kevin arrive, and state that Cooper was able to by pass the security system to let them in. They also meet up with Max in the flesh. Max remorsefully tells them that while they did destroy all the energy cores, there is one left and if Vilgax gets his hands on it, the whole mess is on him. Jetray is then unlocked (Murk Upchuck is also unlocked in the DS version.)

Max states that the final energy core is among his stash of tech from when he was known as "The Wrench" in the Null Void. He reveals that he has a "get out of jail free card" - an extremely rare device known as a skeleton key, capable of transporting anyone back and forth into the Void. However, it only has enough power for one person and Ben will need the final energy core intact in order to get back home. Ben enters the Void and defeats the rather prominent forces of Vilgax. While making his way to Max's old hideout, he discovers that D'Void is now living in the hideout and aided by two Null Guardians, and he fights Ben. Ben is able to defeat D'Void by destroying his Kormite generators as Big Chill. He retrieves the final core as well as a portrait of himself, Gwen, and Max from the summer Ben found the Omnitrix. Ben discovers that despite all the time he spent in the Void, virtually no time has went by in the main dimension.

The team arrives back in Bellwood, in the middle of the invasion, but without any of the energy cores, Vilgax's projector has run out of power. The only thing left to do now is clean up the mess Vilgax made. Max states to let him and the others finish off Vilgax's droids and Null Void beasts and orders Ben to go after Vilgax. After defeating three of the toughest brawlers in the Null Void, Ben is beamed aboard Vilgax's ship for a final showdown. After defeating Vilgax, the final energy core is taken by Psyphon, who attempts to use it to fry Ben with raw Null Void energy. Paradox freezes time for all except himself and Ben and states that now is the right time to use Alien X. Ben complies and convinces Serena and Bellicus that unless they stop them, Psyphon and Vilgax will destroy them. Alien X redirects Psyphon's portal so it sucks up Vilgax, Psyphon, and the ship. Ben arrives on ground level and turns back to normal. Azmuth arrives and rewards Ben by unlocking a new feature in the Omnitrix.

Playable Characters

All Platforms

DS Only

  • Mr. Smoothy (unlocked by defeating Mr. Smoothy in Hero Mode)
  • Albedo (unlocked by defeating Albedo in Hero Mode)
  • Vulpimancer (unlocked by defeating Darkstar in Hero Mode)

Non Playable Characters

Playable Aliens

All Platforms

Wii, Xbox 360, PS2, and PSP Only

DS Only

Non-Playable Aliens


All Platforms

Wii, PS2, PSP and Xbox 360 Only


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Alien X
Dee Bradley Baker Big Chill
Echo Echo
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Paul Eiding Max Tennyson
David McCallum Professor Paradox
Vyvan Pham Ship
Juliet Landau Verdona
Jeff Bennett Azmuth
Vicki Lewis Serena
John DiMaggio Vilgax
Octagon Vreedle
Rob Paulsen Rhomboid Vreedle
Kari Wahlgren Charmcaster
Wil Wheaton Darkstar
Dwight Schultz D'Void


All Platforms


For the most part, gameplay across the seven included worlds is a balance of action and puzzle-solving that revolves around the skills of Ben's alien forms. For example, Ben might need to change into his Humungousaur form to break through doors, or use his Swampfire form to ignite flammable substances. Each form has different combinations and special attacks that it can execute, and Ben can unlock new abilities by defeating enemies and collecting glowing energy orbs. However, there is one gameplay element that players should be aware of: using a form's innate abilities drains energy from Ben's Omnitrix meter, preventing them from continually being used until the meter can recharge. As a result, players will need to focus on combos and save their special attacks for finishing blows instead of constantly wielding them in battle.


  • Even though Ben, Gwen, and Kevin prevented VIlgax from ever getting an energy core, he was still able to activate the Null Void projector and free all the monsters.
  • In the game, when the aliens say their names, they sound the same way they do on the Ultimate Omnitrix toy, except for Cannonbolt who sounds the way he did in the original Ben 10 episode, Game Over when he said after getting the Cannonbolt icon, "Cannonbolt style!".
  • The DS version of the game was referenced in Ben 10,000 Returns, referring specifically that, in an alternate timeline, Albedo was trapped in the form of Alien X for a year (which would have been prevented in the Main Timeline by the failsafe Ben had Kevin put on the Omnitrix/Ultimatrix).
  • This game has gameplay similar to Ristar, in which the main hero goes to six planets (not counting Earth) and battles villains before fighting the main villain, who wants power to conquer the universe.
  • On the PSP version of the game, Albedo's Goop is identical to Ben's.
  • In the DS version, the sound heard when collecting a Plumber Badge is the same as the one heard when collecting a Sumo Slammer card in Ben 10: Protector of Earth, and Ben's transformations during "cut scenes" has the same sound as it does in the original series.
Ben 10 Video Games
Ben 10 Ben10-HyperScan-GamePack.png B10 Protector of Earth PS2.png
Ben 10: Alien Force Alien Force game.png AF DVD Game Cover.png Vilgax Attacks.png Rise of Hex.png
Ben 10: Ultimate Alien Cosmic Destruction poster.PNG Cartoon-Network-Punch-Time-Explosion.jpg Punch Time Explosion XL PS3.png Galactic Racing.png
Ben 10: Omniverse Ben 10 omniverse wii u nintendo pal.png Omniverse 2.png
Ben 10 (Reboot) Ben 10 (2017) video game.png Ben-10-Power-Trip-MAin-Art.png
Community content is available under CC-BY-SA unless otherwise noted.