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Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Night of the Living Nightmare is the twenty-ninth episode of the third season of Ben 10: Ultimate Alien, and the forty-ninth episode overall.


Albedo is desperate to get his hands on the Ultimatrix and he goes to extreme measures to get it. Once he has invaded Ben's mind, all bets are off.[CN 1]


Ben is asleep but is rudely awakened by a Cassiopeian Dream Eater, which immediately latches onto 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 to 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. Four Arms runs to check on them to see if they're okay, but he stops when he notes that they're gone, just like the DNAlien. Four Arms then wonders what's going on around his hometown. His parents are gone, as are his neighbors. He wrecks half the block, and no one comes out see what's happening & wonders why no one has called the cops. Four Arms then transforms back into Ben. Ben tries to call Gwen followed by Kevin, getting no answer from either one of them.

NotLN (102)

Vilgax rips Ben's car apart

Suddenly, Vilgax appears and destroys Ben's car. Ben transforms into Goop and thinks 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 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 the Shock Staff 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.

NotLN (250)

Eatle fighting Julie in her battle suit

Ben takes Kevin's car and goes to Julie's house. He is relieved to find her, but then, Ship merges with her to form their battle suit and starts to attack Ben. He transforms into Eatle and fights back, only for both Julie and Ship to disappear as well when Eatle shoots them into the sky. Eatle turns back into Ben, and he decides to find Gwen. Ben drives through a forest and sees a man hitchhiking twice. Ben ignores him thinking that it's either Vulkanus or Dr. Animo 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.

NotLN (494

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 cup in Ben's room and the Dream Eater attached to him; the entire sequence 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.

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.

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



  • This episode shares similarities with Perfect Day. Both involve:
    • Ben's allies being villains in the dream (Fake Max and Fake Gwen in Perfect Day, and Gwen, Kevin and Julie in this episode).
    • Vilgax appearing in both episodes.
    • Kevin getting mutated in both episodes.
    • The villain getting trapped in the dream/nightmare (Enoch in Perfect Day and Albedo in this episode).
  • Ben tries to play Marco Polo with Albedo.


  • The underside of the Ultimatrix is drawn differently between shots.
  • When Ben fights the Dream Eater, the Ultimatrix's dial is turned.
  • When Four Arms catches the streetlight thrown by the DNAlien, it goes through his body.
  • In one shot, Vilgax's left fingers are green instead of gold to match the Shield of Seagle.
  • Goop changes directly to Ultimate Spidermonkey without first turning into Spidermonkey.
  • The design on Lodestar's back is different in one shot.
  • The soles of Eatle's feet change from purple to silver between shots.
  • Julie throws Eatle to the sky diagonally, but he falls back to where he was thrown, instead of falling further away.
  • In one shot, the door on Kevin's car is grey instead of green.
  • When Ultimate Kevin is holding Ben by his wrist, Brainstorm's arms are discolored for a split second.
  • When Ultimate Kevin reverts to Kevin, his clothes are intact despite his shoes and shirt vanishing when he turned into Ultimate Kevin.
  • When Ben smacks the Ultimatrix to turn into Swampfire, the dial isn't pushed down.
  • When Albedo writhes on the floor at the end of the episode, the shadow cast by his pant leg is under the spilled smoothie, instead of over.
  • Albedo's nightmare has several errors:
    • At first, Cannonbolt is behind Diamondhead, but then he is in front of him.
    • Four of Diamondhead's six back shards are smaller than usual, looking more like stubs than shards.
    • Lodestar is much bigger than usual, being taller than Armodrillo and almost as tall as Ultimate Humungousaur, although the latter is also smaller than usual.
    • Ultimate Swampfire's face is different, being more hexagonal in shape, his facial pattern is reversed, and it seems to overlap the shells on his back rather than being separated by his bark-like skin.
    • Upchuck is missing most of the stubs on the back of his head, as only one is visible from the angle he is seen from.


  • The spring board for the episode came from the 77 Sunset Strip episode Reserved for Mr. Bailey. During development of the episode, Dwayne McDuffie would call Don McGregor and tell him characters he would want in the story. Don found character biographies on the Internet, with their respective backgrounds and lists of their powers, including some visual reference of a villain or an alien Ben could become. There were two names Don had jotted down that he could find nothing on, as the episodes featuring those names hadn't aired.[DMG 1]
  • The episode was named after the movie Night of the Living Dead.[DMG 1]


Crew Statements[]

T.J. Collins[]

Don McGregor[]

Cartoon Network[]

Ben 10: Ultimate Alien Episodes