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How do I stop this thing? I'm a thinker, not a fighter! Think...think...

– Grey Matter, thinking of a way to subdue Tyrannopede.[1]

Grey Matter is the Omnitrix's DNA sample of a Galvan[2][3] from the planet Galvan Prime.[merch 1]


Ben as Grey Matter

Grey Matter is a grey-skinned, frog-like, bipedal alien that is only four 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 Ultimate Alien, 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.

Powers and Abilities

Grey Matter's small size belies his great calculative and technical intellect. He can create complicated machines 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).[4]

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. In fact, Grey Matter is smart enough to know how to unlock the original Omnitrix's Master Control, something only Ken has demonstrated.[5]

Grey Matter's brain capacity makes Ben smarter about things he has never even seen before, like Kraab's alien circuitry.[pop-up 1][6]

Grey Matter can sometimes manipulate living things by stimulating certain parts of their nervous system if such beings can be controlled by external stimuli.[7]

Grey Matter's size allows him to squeeze into small spaces and can climb walls due to microscopic pads on his skin.[pop-up 2][3] He also has sharp teeth that can cause pain to those he bites, as well as slimy skin that makes him difficult to grab.

Grey Matter was the weakest alien in the Original Series due to his minuscule size, but he compensated with his intellect and efficient technological and calculative skills.

Grey Matter's intelligence is not limited to technology and biology, as he is smart in general. Even if he does not know something, he can learn it very quickly.[DJW 1]

Grey Matter appears to be stronger than he looks, as he was strong enough to move a cleaner's bucket with mops in it[8] and break a coolant pipe to freeze the Vreedle Brothers.[9]

Grey Matter can breathe underwater[10] due to having gills, making him amphibious.[DJW 2]

Grey Matter has a long prehensile tongue, owing to his insectivore nature, as demonstrated with Blukic.[11] As a Galvan, he also possesses a 'pre-brain' which deals with all basic bodily functions.[12][13]

Grey Matter was able to understand Pyxi's speech.[4]


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.[8]

Despite possessing immense intelligence, Grey Matter can still make miscalculations, as his attempt to upgrade the Rust Bucket's air conditioner caused it to overheat instead, incapacitating the vehicle.[14]

According to himself, Grey Matter sometimes does not know what he is talking about.[15]

Grey Matter does not know everything, as seen when he (initially) did not know which galaxy his species is from.[16]

Being a Galvan, Grey Matter would be vulnerable to being trapped by a member of Omnivoracious's species if they were not extinct.[17]


Ben 10

Ultimate Alien


Future (Original)

  • 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.[pop-up 3][5]
  • In Ken 10, Ken as Grey Matter escaped his room to help his father battle Devlin 11 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



Season 1
Season 2
Season 3
Season 4
Season 2
Season 4

Season 1
Season 3
Season 7
Season 8
No Watch Ben
Season 5

Video Games

Ben 10

Grey Matter is a playable alien in the game.

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 (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
Greek Γκρίζα Ύλη 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


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


  • Grey Matter is Ben's smartest alien.[DJW 3][DJW 4]
  • Grey Matter was Derrick J. Wyatt's favorite Omnitrix alien.[DJW 4]
  • Grey Matter is the second smallest alien in Ben's arsenal; the overall smallest being Nanomech.[18]
    • Grey Matter is stated to be about 6 inches (15.24 cm) tall.[16]
  • Grey Matter's DNA was the first DNA sample added to the Omnitrix.[DJW 5] However, it came from neither Azmuth nor Albedo.[DJW 6]
  • Grey Matter's voice has changed over the course of his appearances:
    • In the Original Series, he spoke with a high-pitched voice.
    • In Gwen 10, Gwen's Grey Matter had a feminine touch to her voice.
    • In Omniverse, his voice is a lot deeper.
  • 11-year-old Grey Matter is replaced with 11-year-old Ripjaws in the opening intro of Omniverse's Arc 5, specifically in the part where the former originally appeared alongside the 11-year-old versions of Four Arms, Eye Guy, and Snare-oh.
    • 11-year-old Grey Matter was not necessarily planned to appear in Omniverse flashbacks.[DJW 7]
  • 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 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.[DJW 8]



Derrick J. Wyatt


See Also

Introduced in Ben 10 ArctiguanaBlitzwolferBuzzshockCannonboltDiamondheadDittoEye GuyFour ArmsFrankenstrikeGhostfreakGrey MatterHeatblastRipjawsSnare-ohSpitterStinkflyUpchuckUpgradeWay BigWildmuttWildvineXLR8
Introduced in Alien Force Alien XBig ChillBrainstormChromastoneEcho EchoGoopHumungousaurJetrayLodestarNanomechRathSpidermonkeySwampfire
Introduced in Ultimate Alien AmpfibianArmodrilloChamalienClockworkEatleFasttrackJuryriggNRGShocksquatchTerraspinWater Hazard
Introduced in Omniverse AstrodactylAtomixBall WeevilBloxxBullfragCrashhopperFeedbackGravattackGutrotKickin HawkMole-StachePesky DustThe WorstToepickWalkatroutWhampire
Future Aliens SandboxShellheadSnakepit
Ultimate Aliens AlbedoArctiguanaBenBig ChillCannonboltEcho EchoGravattackHumungousaurRathSpidermonkeySwampfireWay BigWildmutt
Fusion Aliens Atomic-XBig ChuckCrashockerDiamond MatterFourmungousaurHeat JawsHumungoopsaurStink ArmsUprigg
Concept Fusion Aliens GravadactylXLRG
Other Aliens in Official Media 10/10/10 Box AliensAntigraviteslaBob the BlobCartoon Network AlienEon (Retconned)MoyoInvinciblePlantapocalypsePortalerRocksShadowmanSquidstrictorStretcheleo