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Ben 10: Alien Force: Vilgax Attacks is the third game based on Ben 10: Alien Force and the fifth game in the franchise.


Vilgax leads an invasion on Bellwood by bringing all aliens from the Null Void into Earth to locate Ben Tennyson and that to make matters worse, the trio are aiding Ben in heading to all home worlds to locate and destroy all energy cores to keep his null void projector being at full power. Thankfully with the help of Professor Paradox and Max Tennyson leaving badges for the trio to locate, Professor Paradox was able to also help Ben by reversing time for Ben to be able to stop Vilgax from taking over the Earth. With matters being made worse, Ben made random transformations in which it made it harder on Ben to deal with the situation on stopping Vilgax.

Level One: Bellwood[]

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.

Level Two: Vulpin[]

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 Vulpimancers, 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.

Level Three: Terradino[]

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 already 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. 

Level Four: Encephalonus IV[]

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 its 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: Zs'Skayr'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. 

Level Five: Anur Phaetos[]

Echo Echo is then unlocked.

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. Professor 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 MorOtesi: Chromastone's home planet. (Echo Echo is also unlocked since the Anur Phaetos level isn't in the DS).

Level Six: MorOtesi[]

Chromastone is then unlocked in this level.

The trio arrives on MorOtesi, 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 bypass 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. 

Level Seven: Null Void[]

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.

Level Eight: Bellwood Revisited[]

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[]

  • Ben Tennyson
  • Ship
  • 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[]

    Non-Playable Aliens[]



    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
    Corey Padnos Cooper
    John DiMaggio Vilgax
    Octagon Vreedle
    Rob Paulsen Rhomboid Vreedle
    Kari Wahlgren Charmcaster
    Wil Wheaton Darkstar



    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, redeeming them to level up his aliens like in a role-playing game. 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. The health and Omnitrix energy meters can be expanded by finding hidden collectible Plumber badges scattered across every level: red for health and green for Omnitrix energy, allowing Ben to withstand more damage and use special attacks more frequently, though with increased cooldown time as a drawback. 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. Fortunately, light and heavy attacks in any form can recharge the Omnitrix meter when they hit an enemy or boss, and certain specials have aftereffects which allow for continual damage similar to a poison nerf in other video games, allowing for creativity in battle tactics.

    Cheat codes and Unlockables[]

    Pause the game and enter the following codes in the Cheats menu for the desired effect:

    Effect Code
    Big Smoothy xlsmoothy
    Full Upgrades herotime
    Invincibility everythingproof
    Skip to the next scene portal
    Toggles the HUD health & energy hud
    Unlimited Alien Energy generator
    Unlock all 10 aliens after Ben loses them in the story primus
    Unlock all levels vilgaxmaster (PSP Only)
    Note: The effects of invincibility and unlimited alien energy are NOT permanent effects but they can be reused multiple times, even within the same level.


    Unlockable How to unlock
    Albedo Defeat Albedo in the hardest mode
    Hard mode Beat the area once
    Hardest mode Beat the game once
    Lupus Feralis Defeat Darkstar in Hardest mode
    Mr. Smoothy Defeat Mr. Smoothy in Hardest mode
    Master Control Beat the game once


    The following is a list of achievements to be earned on Ben 10 Alien Force: Vilgax Attacks (Xbox 360 only).

    Name Image Achievement Points Description
    Primus Link Reestablished
    Primus Link Reestablished
    30 Gamerscore Unlock all 10 alien forms.
    Now, it's Hero Time!
    Now, it's Hero Time!
    30 Gamerscore Fully upgrade all 10 alien forms.
    Repo Man
    Repo Man
    30 Gamerscore Destroy 15 cars in Bellwood.
    Protector of Earth
    Protector of Earth
    30 Gamerscore Complete Bellwood.
    Trash Compactor
    Trash Compactor
    30 Gamerscore Complete Vulpin.
    30 Gamerscore Complete Terradino.
    Power Outage
    Power Outage
    30 Gamerscore Complete Encephalonus IV.
    Freaked Out
    Freaked Out
    30 Gamerscore Complete Anur Phaetos.
    Chilli Fries!
    Chili Fries
    30 Gamerscore Complete MorOtesi.
    Voided D'Void
    Voided D'Void
    30 Gamerscore Complete Null Void.
    40 Gamerscore Achieve maximum health by collecting 15 red badges.
    Omni-Tricked Out!
    Omni-Tricked Out!
    40 Gamerscore Achieve maximum energy by collecting 15 green badges.
    Smells Like Victory
    Smells Like Victory
    50 Gamerscore Destroy 150 enemies with Swampfire.
    Web of Defeat
    Web of Defeat
    50 Gamerscore Destroy 150 enemies with Spidermonkey.
    That'll be 'Saur Tomorrow
    That'll Be Saur Tomorrow
    50 Gamerscore Destroy 150 enemies with Humungousaur.
    Deafening Defeat
    Deafening Defeat
    50 Gamerscore Destroy 150 enemies with Echo Echo.
    Road Rash
    Road Rash
    50 Gamerscore Destroy 150 enemies with Cannonbolt.
    50 Gamerscore Destroy 150 enemies with Goop.
    The Iceman Cometh
    The Iceman Cometh
    50 Gamerscore Destroy 150 enemies with Big Chill.
    Brain Power
    Brain Power
    50 Gamerscore Destroy 150 enemies with Brainstorm.
    Lights Out
    Lights Out
    50 Gamerscore Destroy 150 enemies with Chromastone.
    Mach Speed Mauler
    Mach Speed Mauler
    50 Gamerscore Destroy 150 enemies with Jetray.
    True Hero
    True Hero
    50 Gamerscore Destroy 150 enemies with Ben.
    Protector of the Galaxy
    Protector of the Galaxy
    60 Gamerscore Complete all levels.


    • When Azmuth appears after the Omnitrix powers down to recharge, he chastises Ben for failing to remember that making so many quick changes in a row will break it, calling back the events of Good Copy, Bad Copy.
    • When Professor Paradox shows Taydenite and mentions Vulkanus' stash, Kevin becomes horrified, calling back the events of Kevin's Big Score.
    • After Alien Force arrives at MorOtesi and met Cooper, Gwen tells to Cooper that someone has been using him for his scientific genius and telekenetic mind, and Kevin replies "Again!, referring to the events of Undercover.



    • 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 series episode, Game Over when he said after getting the Cannonbolt icon, "Cannonbolt style!".
    • In the first Bellwood level, when you enter an elevator, a remix of the Original Series theme will play.
    • The DS version of the game has some notable and unique differences from console versions:
      • It is a 2d platformer game, just like the DS versions of Protector of Earth and Alien Force.
      • It marks the first and only time Vilgax has used his hammer or the gun in his holster, which were present in some of his Alien Force promotional art. He uses the former to bludgeon, project electric shocks, and recall when tossed like a boomerang; whereas he uses the latter to shoot a wide beam of electricity or take small laser pot shots at Ben.
      • An extra scene happens at the end of Albedo's bossfight, where after being defeated, he tries to turn into Alien X, but is left trapped debating with Bellicus and Serena.
      • The sound heard when collecting a Plumber Badge is the same as the one heard when collecting a Sumo Slammer card in Protector of Earth.
      • Ben's transformations during cutscenes have the same sound as they do in the original series.
    • 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.
    Video Games
    Ben 10 Ben10-HyperScan-GamePack B10 Protector of Earth PS2
    Ben 10: Alien Force Alien Force game AF DVD Game Cover Vilgax Attacks Rise of Hex
    Ben 10: Ultimate Alien UA Mind Mine Cover Leapster explorer ben 10 Cosmic Destruction poster Cartoon-Network-Punch-Time-Explosion
    Punch Time Explosion XL PS3 Galactic Racing
    Ben 10: Omniverse Ben 10 omniverse wii u nintendo pal Omniverse 2
    Ben 10 (Reboot) Ben 10 (2017) video game Ben-10-Power-Trip-MAin-Art Ben 10 Omnicharged