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Night of the Living Nightmare is the forty-ninth episode of Ben 10: Ultimate Alien.


Ben is asleep, but is rudely awakened by a Cassiopeian 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 transforms into NRG to get it off. After seemingly killing it and transforming back into normal, Ben starts watching TV. Only static comes on and Ben unplugs it, only for it to stay on.

Ben checks the rest of the house, but a DNAlien attacks him. Ben transforms into Four Arms and defeats the DNAlien. However, it disappears when Four Arms' attack destroys the house of one of his neighbors. When Ben looks and realizes that they are not there (as well as anyone else in town), he tries to call Gwen followed by Kevin, getting no answer from either one of them.

Vilgax rips Ben's car apart

Suddenly, Vilgax appears and destroys Ben's car. Ben transforms into Goop and thinks that Vilgax is responsible for everything that's happened, but when he tries to get some answers, Vilgax won't say anything (even though he usually brags about things he's done, like conquering planets). Goop transforms into Spidermonkey (offscreen), then Ultimate Spidermonkey, but Vilgax defeats him by throwing Ultimate Spidermonkey high into the air and into the desert. Ultimate Spidermonkey transforms back to Ben, who manages to trick Vilgax into getting hit by a truck without a driver and he disappears.

Ben decides to go to see Kevin in person. When he arrives at Kevin's garage, he doesn't find him. Aggregor appears and Ben transforms into Lodestar to fight him, but Aggregor uses his spear to redirect Lodestar's magnetic attacks and knocks his head away from his body before disappearing. Lodestar tries to guide his separated body back to his head by telling it to "follow his voice," then realizes a few seconds later that it can't hear him before changing back.

Eatle fighting Julie

Ben takes Kevin's car and goes to Julie's home, and is relieved to find her, but then, Ship merges with Julie and starts to attack Ben, who transforms into Eatle and fights back only for both Julie and Ship to disappear as well when Eatle shoots them into the sky. Ben drives through a forest and sees a man hitchhiking twice. Ben ignores him and continues his way, but then he looks into the mirror and sees Hex inside his car. However, when Ben turns, Hex isn't there anymore and he appears on the road. Ben, trying to avoid him, crashes into a tree.

Gwen and Kevin show up, asking Ben to give them the Ultimatrix, wanting a turn. Not believing them to be themselves, Ben transforms into Chamalien and runs into the forest. Gwen uses her powers to track Chamalien, then Kevin absorbs the Ultimatrix, transforming into Ultimate Kevin, and Gwen appears in her Anodite form. Ben transforms into Ampfibian and shocks Ultimate Kevin, causing him to faint. Gwen believes Ampfibian (after he transforms back into normal) killed him, and tries to convince Ben to give up the Ultimatrix saying he does not deserve it. Ben, suddenly suspicious, asks why she cares more for the Ultimatrix than Kevin, but Gwen ignores this and still tries to get him to take it off. Ben, realizing the truth, transforms into Swampfire and uses seeds to trap Gwen. Swampfire discovers that she is actually Albedo and that his experiences are a kind of induced dream. After revealing his true form, Albedo transforms into Fasttrack and runs off. Swampfire transforms into Fasttrack as well and goes after Albedo.

Ben as Fasttrack arrives at Mr. Smoothy and tries to find Albedo. Fasttrack tries to get him to show himself to no avail, so he transforms back to Ben, who asks Albedo why he is afraid to face him. As Ben looks around, he is suddenly attacked by Albedo as Chamalien, who then transforms into Big Chill, attempting to freeze Ben, but fails, as Ben's knowledge of being inside a dream makes him invincible and immune to Albedo's attacks. Albedo then transforms into NRG, only to be pulled out of his containment suit and then Brainstorm, who realizes that Ben has broken free of the Dream Eater. Albedo stops using aliens and attempts to reattach the Dream Eater to Ben, but he slips on a smoothie, and the Dream Eater falls on his face instead.

Albedo's nightmare

The scene shifts to Ben's bedroom, where the real Ben, Gwen, and Kevin are. Albedo had never attached the Dream Eater to Ben at all. He had slipped on the same Mr. Smoothy 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. When Ben asks whether they can simply pull it off of Albedo, Kevin states that they can't without ripping his face off along with it, but suggests a Galvan doctor could. Gwen says that she already called and that a plumber transport is on the way. Albedo starts to wince and moan in fear, and Ben wonders what he is dreaming about.

The episode ends with several Ultimatrix aliens confronting Albedo in his nightmare, with him begging them to stay away.

Real World Characters


Dream Characters


Dream Aliens Used

By Ben

By Albedo




Lodestar: (To his detached body) Watch out for that- (Body knocks out Aggregor) Try and follow my voice. Cold, warm! Uh cold again. (Body starts wrecking stuff) Uh colder, warmer. Your ears are over here with me. You can't hear what I'm saying, can you? (Body breaks a wall) It could be worst. I'm not sure how, but I am trying to keep a positive attitude.

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Gwen: The Ultimatrix is useless, Ben! Just give it to us, and we'll leave you alone!
Ben: Please, just tell me what's happening?!
Ultimate Kevin: You're a selfish brat, and you don't deserve to wear it!
Ben: (confused) Why are you saying that? I always do the best I can. I tried to help people.
Ultimate Kevin: (points at Ben) You turned me into a monster!
Gwen: That's true.
Ben: You're not a monster anymore. This doesn't make any sense!
Ultimate Kevin: STOP THINKING, TENNYSON! You're no good at it.

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Naming and Translations

Language Name Origin
Hungarian Egy Valódi Rémálom éjszakája A Real Nightmare's Night
Italian La Notte degli Incubi Viventi The Night of Living Nightmares
Polish Noc żywych Koszmarów A Night of Living Nightmares
Portuguese (Br) A Noite do Pesadelo Vivo The Night of the Living Nightmare
Romanian O Noapte de Coșmar A Nightmare
Spanish (HA) La Noche de la Pesadilla Viviente The Night of the Living Nightmare
Spanish (Spain) La Noche de las Pesadillas Vivientes The Night of the Living Nightmares


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Swampfire
Four Arms
Ultimate Spidermonkey
Big Chill



T.J. Collins

Ben 10: Ultimate Alien Episodes