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Phillip "Phil" Billings is a corrupt Plumber, who was Max Tennyson's old partner and helped in defeating Vilgax for the first time in their Plumber careers. He is also the original user of the Nemetrix.


Human Form

Phil is a tall, muscular man and his face is fair complexioned. His hair used to be black but as he got older, he went grey. His hair has a lighter color on the side of his head. He has black eyes and wrinkles on his forehead. He has black outlines around his eyes. When he was sent to the Null Void, he was wearing the Plumbers' former uniform.

In Omniverse, Phil has become more well-built, his skin is pinker, and he has a scar on his right eye. Since he was unable to shave for six years, he has grown a long beard and a mustache, and his hair has grown longer and messier.

In The Rooters of All Evil and Weapon XI, Phil's beard is cut, making him look looked less worn, and his hair is styled in a ponytail. He also wears Proto-Tech Armor in the same color scheme as the Rooters.

Terroranchula Form

Phil is twice as big as in his human form. He has a greenish-silver, shining body with big muscles. His lower legs and arms are covered by olive colored hair and they have four sharp, tan-colored claws on each extremities. He has six short spider legs on his ribs, and small spikes on his shoulder and thighs. He has a mane and flipped up hair coming out of his neck. He has red eyes and four small spider legs coming out of the back of his head. He has a big mouth which is almost always opened, revealing his red gums and a line of tan teeth.

Although Terroranchula Phil did not wear clothes during Max's Monster, he began wearing his human form's Proto-Tech Armor starting in The Rooters of All Evil.


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Phil was originally a Plumber who served as Max Tennyson's partner during their first fight with Vilgax. He helped Max defeat him by serving as a distraction for Max to glue Vilgax to a nuclear missile and launch it at his ship.

Ben 10

In Truth, Phil began releasing aliens from the Null Void to be paid to have them removed in order to get a quick buck. He offered Max and Ben to be his partners, but they realized what Phil was actually doing. The Tennysons stumbled upon his scam and accidentally sent him to the Null Void in the resulting struggle between themselves and him.

Five years prior to Omniverse

Phil spent the time between his first and second appearances fighting and warding off the Null Void creatures.

Once, Phil was captured by Dr. Psychobos, Malware, and Khyber, who forcefully used him as a guinea pig for the Nemetrix's test run against Ben as Terroranchula. However, the test failed miserably, due to the fact that sapient life forms, like humans, cannot handle the savage mindset of the Nemetrix predators. Shortly thereafter, Phil was thrown back into the Null Void by Dr. Psychobos.


Phil later appears in Max's Monster as a Terroranchula hybrid. It is revealed that Phil's mind no longer exists in his human body, as a result of the Nemetrix's side effects. Phil faked that he suffers from his mutation but the opposite of this was soon revealed. Phil attempted to use Ben's electrically powered transformations as power sources as well as the Nosedeenians in Undertown, but was sent back to the Null Void by Max.

Phil returned in The Rooters of All Evil, having joined the Rooters off-screen after being sent back to the Null Void. He taunted Max about how many partners he thinks he's had, leading Proctor Servantis to irritably reveal that Max's partnership with Devin Levin was a false memory. He briefly fought Patelliday and was bitten by him. When it was discovered that Kevin had fled, he and the other Rooters left.

In Weapon XI: Part 1, Phil fought against Feedback and had his energy drained. He was then manipulated by Alien X, who forced Swift to blast him with her eye beams.

In Weapon XI: Part 2, Phil was defeated by Argit when he scared him enough to shoot all his quills at him, knocking Phil out. His Plumber commission was revoked by the Magistrata, due to him being in violation of his Plumber mission. This left him stranded in the Null Void along with the other Rooters.

Powers and Abilities

  • Terroranchula Transformation
  • Energy Absorption
  • Energy Blasts
  • Strong Teeth
  • Energy Webs

Even before his mutation at the hands of the Nemetrix, Phil has had years of Plumber training to his merit.

Phil can shift between his human and Terroranchula forms. While transformed, Phil has the enhanced strength, speed, hearing, durability, and agility of an ordinary Terroranchula.[1]

Terroranchula Phil can absorb energy and redirect it as a blast with twice the power it originally had.[2] His teeth is also strong enough to crush a manhole cover in this form. [1]

Phil has the power to interfere with the Omnitrix, and make Ben only turn into electrical aliens.[1]

Phil can shoot energy webs similar to those of an ordinary Terroranchula from his hands.[3]


Conductoids such as Feedback can neutralize Phil's webs[4], as well as revert him back into human form.[1]

Despite his Terroranchula form's durability, Phil experienced discomfort from being bitten by Magister Patelliday.[3]

Terroranchula Phil can be incapacitated by Argit's quills.[5]


Ben 10

Season 2

  • Truth (first appearance)

Season 3

Ben 10: Omniverse

Season 1

Season 4

Season 6


  • Phil was far away from where Ben was fighting Vilgax and Kevin in the Null Void in Back with a Vengeance.[pop-up 1][6]
  • Phil is the only known Rooter:
    • whose second half is not from a sapient species.
    • who can change into his hybrid form willingly.
    • who was not empowered by the species-altering machine created by Servantis.
  • Phil's former Omniverse design strongly resembles Phil Robertson from the show Duck Dynasty, as well as Sir George from Ultimate Alien.
  • Similar to Spider-Man and other spider-powered superheroes from Marvel Comics, Terroranchula Phil can shoot webs from his wrists.



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