Grey Matter

This article belongs to the Classic Continuity

Click here to see the Reboot Continuity version of this article

For other uses, see Grey Matter.

Grey Matter
General Information
Species	Galvan
Home World	Galvan Prime
Nicknames	Micro Munchkin (Ben Tennyson) Brainiac (Gwen Tennyson) Small Fry (Phil Billings) Short Stuff (Kevin Levin and Gwen Tennyson) Pygmy Punk (Dr. Animo)
Powers and Abilities
Abilities	Enhanced Intelligence Technological Expertise Small Space Maneuvering Enhanced Jumping Enhanced Reflexes Underwater Breathing Wall Scaling Long Prehensile Tongue Sharp Teeth Linguistic Intelligence
Counterparts
Combinations	Diamond Matter
Alternate Counterparts	Brainfrog
Details
Alternate Spellings	Greymatter
Voice Actor	Richard Horvitz (Original Series) Kari Wahlgren (Gwen) Carlos Alazraqui (Race Against Time) Eric Bauza (Omniverse)
First Appearance	Washington B.C.
Gallery

“	How do I stop this thing? I'm a thinker, not a fighter! Think...think...	”
– Grey Matter, thinking of a way to subdue Tyrannopede.

Grey Matter is the Omnitrix's DNA sample of a Galvan from the planet Galvan Prime.

Appearance

Ben as Grey Matter

Grey Matter is a grey-skinned, frog-like, bipedal alien that is only six inches tall with large green eyes, which have rectangular pupils and horizontal eyelids.

In the Original Series, Grey Matter wore a white jumpsuit with a thin vertical black stripe down the front, his eyes were yellowish-green, his forehead had a larger version of the jumpsuit's stripe, and the original Omnitrix symbol was on his back.

In the Ultimate Alien intro, Grey Matter looked exactly the same as before, except his skin was slightly lighter, his eyes were green and he wore the Ultimatrix symbol on his chest.

In Omniverse, Grey Matter now has a green jumpsuit with a black belt. His suit collar is now black, and the stripe on his head and jumpsuit are no longer present. He wears black, fingerless gloves with a green rectangle on the back. His neck is slightly longer, and his Omnitrix symbol has returned to his back.

11-year-old Grey Matter in Omniverse looks exactly the same as he did in the Original Series except his collar is black, his eyes are green, and his skin tone is slightly different.

Gwen as Grey Matter

Gwen as Grey Matter had Gwen's hair and more oval-shaped eyes, with much smaller pupils. She wore a light blue jumpsuit with dark blue sleeves, and the Omnitrix symbol was on her back. She lacked the stripes Ben's Grey Matter has.

Ken as Grey Matter

Ken's Grey Matter looked the same as 10-year-old Grey Matter in the Original Series.

Grey Matter in Race Against Time

Grey Matter in Destroy All Aliens

11-year-old Grey Matter in Omniverse

Grey Matter in the Ultimate Alien intro

Gwen as Grey Matter

Powers and Abilities

• Enhanced Intelligence/Technological Expertise
• Small Space Maneuvering
• Enhanced Jumping/Enhanced Reflexes
• Wall Scaling
• Sharp Teeth
• Linguistic Intelligence

1/6

“	"Let's kick a few butts!" "Actually, most of the Galvan species are known as technological geniuses." "Oh. Then let's outthink a few butts!"	”
– No Watch Ben as Grey Matter and Professor Paradox.

Grey Matter's small size conceals his great calculative and technical intellect. He can create extremely advanced machinery from spare parts, understand the function of any device at a glance, and make sophisticated repairs to complex machines (such as a warp-drive engine). In fact, when Ben becomes Grey Matter, he instantly knows more about the Omnitrix's inner workings, including its malfunctions; how to rectify it being tampered with; and how to remove its limiter (the latter two being demonstrated by Ben 23 as Brainfrog and Ken as Grey Matter, respectively.)

Grey Matter's intellect serves as a problem solver and analytical help in difficult situations. This allows Grey Matter to think more strategically when brute force is inefficient. He is also generally knowledgeable; even if he does not know something, he can learn it very quickly.

Grey Matter's brain capacity also gives him an intuitive understanding of things he has never even seen before, like Kraab's alien circuitry. Grey Matter's multidisciplinary intellect can also extend to understanding unfamiliar languages, such as that of the Lovely Duck's Artifical Intelligence, Pyxi.

Grey Matter's size allows him to squeeze into small spaces and he can climb walls due to microscopic pads on his skin, which is covered in a thin membrane that feels slimy but doesn't actually make slime. He also has sharp teeth that can cause massive pain to those he bites.

Grey Matter is stronger than he looks, as he was strong enough to move a cleaner's bucket with mops in it and break a coolant pipe to freeze the Vreedle Brothers.

Grey Matter can breathe underwater due to having gills, making him amphibious.

Grey Matter has a long prehensile tongue, owing to his insectivore nature, as demonstrated with Blukic. As a Galvan, he also possesses a "pre-brain" which deals with all basic bodily functions, as well as some mild speech and motor capability, equivalent to that of a young or foolish Human.

Grey Matter's horizontal pupils create microscopic vision.

Weaknesses

Small Size

“	Grey Matter?! I said "muscle", not "miniscule"!	”
– Grey Matter intending to transform into Four Arms.

Grey Matter's small size makes him unsuitable for physical battle, so he must outsmart his enemies in a fight. Animals like dogs and cats can be a problem, as they may see Grey Matter as a chew toy or food to them.

Being a Galvan, Grey Matter is at a massive disadvantage against the Nemetrix's sample of an Omnivoracious due to his small size.

Grey Matter is vulnerable to electricity, as demonstrated by Driba.

History

Ben 10

• Grey Matter first appeared in Washington B.C., where he searched through a whole aisle of cereal boxes for a Golden Sumo Slammers card.
• In Hunted, Grey Matter defeated Kraab and SixSix.
• In A Small Problem, the Omnitrix malfunctioned, trapping Ben as Grey Matter for most of the episode.
• In Secrets, Grey Matter defeated one of Vilgax's Mechadroids before the malfunctioning Omnitrix turned him into Upgrade.
  • Also, Grey Matter appeared as one of the many alien templates used for Vilgax's army in an imaginary sequence.
• In Truth, Grey Matter defeated a Null Guardian and sent Phil to the Null Void.
• In Grudge Match, Grey Matter disabled the alien prisoners' shock implants, looked for the escape pod controls and defeated some of Slix Vigma's drones with Kevin 11.
• In Ghostfreaked Out, Grey Matter fought the Circus Freak Trio and hid from Zs'Skayr.
• In Ultimate Weapon, Grey Matter snuck into a building and helped Gwen and Max to get in. He then opened a safe to retrieve the Mask of Ah Puch and escaped from Sir Enoch and the Forever Knights.
• In They Lurk Below, Grey Matter saved a drowning man from some sharks.
• In Back With a Vengeance, Grey Matter appeared about eight times. Firstly, he appeared when Ben unlocked the Master Control. Then, he appeared in a photo. Later, Grey Matter escaped from Vilgax's grip while he and Kevin 11 where arguing. In the Null Void, Grey Matter was used several times to evade Vilgax and Kevin. At the end of the episode, Ben accidentally transformed into Grey Matter, having just remembered that the Master Control was once again locked.
• In Midnight Madness, Grey Matter was hypnotized into being Gwen's slave.
• In Merry Christmas, Grey Matter accidentally destroyed the Rustbucket's air conditioner and later (intentionally) destroyed the Jinglelator.
• In The Unnaturals, Grey Matter stopped some thieves from stealing the Liberty Bell and won an MP3 player in a contest.
• In Be Afraid of the Dark, Grey Matter evaded Zs'Skayr and Dr. Viktor, explained the former's plan to Max and Gwen, and built a Sun Gun.
• In Ben 10: Secret of the Omnitrix, Grey Matter attacked Dr. Animo with a hoverboard and crawled into his vest.
• In Perfect Day, Grey Matter defeated a mutated Cash and JT in a dream.
• In Ben 10: Destroy All Aliens, Grey Matter escaped Retaliator and ran back to his house, where he was attacked by Carl and Sandra before the Omnitrix switched him into Diamondhead.
• In Snack Break, Grey Matter attempted to retrieve his snack in a vending machine, but reverted before he could grab it and, as a result, got stuck in the machine.

Alien Force

• Grey Matter was locked by the Omnitrix's reconfiguration in Ben 10 Returns: Part 1.

Ultimate Alien

• In Ben 10,000 Returns, Grey Matter was re-unlocked by Ben 10,000.

Omniverse

• In So Long, and Thanks for All the Smoothies, Grey Matter stopped the Vreedle Brothers from shooting at him and Rook.
• In Have I Got a Deal for You, Grey Matter was part of an accidental transformation chain along with Juryrigg, Nanomech, and Bloxx.
• In Of Predators and Prey: Part 2, Grey Matter defeated Tyrannopede.
• In Rad, Grey Matter repaired Rad's ship so he and the team could escape.
• In And Then There Was Ben, No Watch Ben as Grey Matter disabled the shields on the Chimeran Hammer during the events of And Then There Were 10.
• In It's a Mad, Mad, Mad Ben World: Part 2, Grey Matter and Brainfrog repaired each other's Omnitrices.
• In A New Dawn, Grey Matter appeared for a short time when Ben was cycling through his aliens.

Original Future Timeline

• Prior to Ken 10, Grey Matter was among the intelligent aliens used by Ben 10,000 to create an Omnitrix for his son's 10 birthday.
• In Ken 10, Ken as Grey Matter escaped his room to help his father battle Devlin before suddenly timing out. Later, Ken as Grey Matter unlocked the Master Control offscreen before confronting Kevin 11,000 and switching into Spitter to attack him.

Gwen 10 (What-If?)

• In Gwen 10, Gwen as Grey Matter was chased by a raccoon.

Race Against Time Timeline

• In Ben 10: Race Against Time, Grey Matter rewired various machines in Mrs. Dalton's diner to throw various food at all the customers.

Comics

• In Ole!, Grey Matter rode mechanical bull for a short time.
• In Techno Zombies, Grey Matter escaped the possessed children.
• In Blast from the Past, Grey Matter defeated Groombah, Slezak and Honch.
• In Space Camp and Beyond, Grey Matter deciphered the code inside the alien.
• In Charmed to Beat You, Grey Matter defeated Hex.
• In Captured!, Grey Matter fooled the criminals.

Appearances

• Ben 10
• Omniverse
• Video Games
• Online Games
• Comics

Ben

Season 1

• Washington B.C. (first appearance)
• Hunted
• A Small Problem (intended alien was Ripjaws)
• Secrets (unintentional transformation; cameo)

Season 2

• Truth (intended alien was Four Arms)
• Grudge Match
• Ghostfreaked Out
• Ultimate Weapon
• They Lurk Below (intended alien was Ripjaws)
• Back With a Vengeance (x8; first to seventh times were cameos; eighth time was an accidental transformation)

Season 3

• Midnight Madness (under hypnosis)
• Merry Christmas (x2; second time intended alien was Four Arms)
• The Unnaturals (intended alien was XLR8)
• Be Afraid of the Dark (accidental transformation)

Season 4

• Perfect Day (dream; intended alien was Heatblast)
• Goodbye and Good Riddance (non-canon; comic)

Movies

• Ben 10: Secret of the Omnitrix (unintentional transformation)
• Ben 10: Destroy All Aliens (unintentional transformation)

Shorts

• Snack Break

Gwen

Season 2

• Gwen 10 (non-canon; off-screen activation)

Ken

Season 4

• Ken 10 (x2; off-screen activations; cameos)

Ben (Race Against Time Timeline)

Movies

• Ben 10: Race Against Time (selected alien was Four Arms)

Ben

Season 1

• So Long, and Thanks for All the Smoothies (first reappearance; intended alien was Rath)
• Have I Got a Deal for You (accidental transformation; cameo)
• Of Predators and Prey: Part 2 (intended alien was Way Big)

Season 3

• Rad

Season 7

• It's a Mad, Mad, Mad Ben World: Part 2

Season 8

• A New Dawn (cameo)

No Watch Ben

Season 5

• And Then There Was Ben

Ben 10

• Ben 10

Ben 10

• Battle Ready
• Ben to the Rescue
• The Mystery of the Mayan Sword

Omniverse

• Ben 10: Slammers

Ben 10 (Reboot)

• Super Hero Time

Cartoon Network Action Packs

Ben 10

• Ole!
• Techno Zombies (accidental transformation)
• Blast from the Past
• Space Camp and Beyond (intended alien was Four Arms)
• Charmed to Beat You (accidental transformation)
• Captured!

Manga

• Ben 10 (One-Shot Manga)

Video Games

Ben 10

Grey Matter is a playable alien in the game.

Online Games

• Grey Matter in Super Hero Time (Original Series)
• Grey Matter in Super Hero Time (Omniverse)

1/2

Super Hero Time

Grey Matter is a playable alien in the game as his Original Series and Omniverse iterations that must be purchased separately for 299 Robux.

Naming and Translations

Language	Name	Origin
Albanian	Materia Gri	From materia gri, materia (matter) and gri (grey)
Arabic	جراي ماتر	From ماتر, matter, and جراي grey
Bulgarian	Сиво Вещество (Civo Veshtestvo)	From сиво (civo), grey and вещество (veshtestvo), matter
Chinese	小奇兵	From 小 (Xiǎo), little, and 奇兵 (Qí Bīng), soldier
Croatian	Siva Tvar	From siva, grey, and tvar, matter
Danish	Grå Substans	From grå, grey, and substans, matter
Dutch	Grijze Massa	From grijze, grey, and massa, matter
Finnish	Harmaa Haitta	From harmaa, grey, and haitta, disadvantage
French	Le Tétard Gris	From gris, grey, and tétard, tadpole
German	Graue Eminenz	From Graue Eminenz, grey eminence
Greek	Γκρίυλος	From Γκρί, gray, and ύλη, matter
Hebrew	תא אפור	From תא, cell, and אפור, grey
Hungarian	Ragacska	From ragacs, putty
Italian	Materia Grigia	From materia, matter, and grigia, grey
Japanese	グレイマター	From グレイ (gurei), grey, and マター (matā), matter
Korean	미니그레이	From 미니, mini, and 그레이, grey
Norwegian	Gråbarken	From grå, grey, and barken, bark
Polish	Szara Materia	From szara, grey, and materia, matter
Portuguese (Br)	Massa Cinzenta	From massa, mass, and cinzenta, grey
Romanian	Cerebel Materie Cenusie	From cerebel, cerebellum From materie, matter, and cenusie, grey
Russian	Инопланетянин Гуманоид (Gumanoyd)	From Инопланетянин, alien From Гуманойд (gumanoyd), humanoid
Serbian	Сива Материја (Siva Materija)	From сива (siva), grey, and материја (materija), matter
Spanish (HA)	Materia Gris	From materia, matter, and gris, grey
Spanish (Spain)	Materia Gris	From materia, matter, and gris, grey
Swedish	Grå Dvärgen	From grå, grey, and dvärgen, dwarf
Turkish	Gri Madde	From gri, grey, and madde, matter

Etymology

Grey Matter is named after grey matter, one of the components of the central nervous system.

Trivia

• Grey Matter is the second smallest alien in Ben's arsenal; the overall smallest being Nanomech.
  • Grey Matter is stated to be about 6 inches (15.24 cm) tall.
• A running gag in the Original Series was that Ben turned into Grey Matter unintentionally in situations where his small size would be disadvantageous.
• When Grey Matter gets surprised, his rectangular pupils turn into very large squares.
• Grey Matter, Juryrigg, and Feedback are the only aliens with their own theme song.
• Grey Matter is the first alien to stay in a whole episode due to an Omnitrix malfunction; the second being Rath.
• Grey Matter is Ben's smartest alien.
• Grey Matter's DNA was the first DNA sample added to the Omnitrix. However, it came from neither Azmuth nor Albedo.
• 11-year-old Grey Matter was not necessarily planned to appear in Omniverse flashbacks.
• Grey Matter was first envisioned by Steve E. Gordon as a stereotypical Area 51 grey alien, with a huge head and giant pupil-less eyes, wearing a black full-body latex suit that covers everything up to his chest. Dave Johnson initially designed him similar to that design, but since the concept was deemed to be scary for kids, Dave decided to go with a frog-like design instead.
  • Grey Matter's Omniverse design was made by Derrick J. Wyatt.
• Grey Matter is Derrick's favorite Omnitrix alien, and one of Duncan Rouleau's favorite aliens.