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Night of the Living Nightmare

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Night of the Living Nightmare
General Information
Original broadcast March 10, 2012
Series Ben 10: Ultimate Alien
Season 3
Episode number 49
Overall number 147
Written by Don McGregor
Directed by Dan Riba
Episode Guide
Previous episode The Eggman Cometh
Next episode The Beginning of the End
Gallery Cast Errors

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



Dream Eater attacking Ben

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 becomes NRG to battle it. After seemingly killing it, 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 his neighbors. When Ben looks and realizes that they are not there, he calls Gwen followed by Kevin, getting no answer both times.

Then, Vilgax appears and destroys Ben's car. Ben turns into Goop to fight him before transforming into Ultimate Spidermonkey. Then, Vilgax gets hit by a truck without a driver and he disappears. Ben decides to go to see Kevin in person. When he arrives, he doesn't find Kevin. Aggregor appears and Ben transforms into Lodestar to fight him, only for Aggregor to disappear.

Ben-Eatle vs. Julie-Ship

Eatle fighting Julie

Ben takes Kevin's car and goes to Julie's home, where Ship merges with Julie and starts to attack Ben. Then, Ben transforms into Eatle and fights back only for them to disappear as well. 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 Ben, then Kevin absorbs the Ultimatrix, turning into Ultimate Kevin, and Gwen appears in her Anodite form. Ben transforms into AmpFibian and shocks Ultimate Kevin, causing him to faint. Gwen believes Ben killed him, and tries to convince Ben to take off the Ultimatrix. Ben transforms into Swampfire and uses seeds to trap Gwen. Ben guesses 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. Ben transforms into Fasttrack as well and goes after Albedo.


Albedo's nightmare

Ben goes to Mr. Smoothy and is attacked by ChamAlien. Albedo then becomes Big Chill, attempting to freeze Ben, but to no avail, as Ben's knowledge of being inside a dream makes him invincible in it and immune to Albedo's attacks. He then becomes NRG, only to be pulled out of his containment suit and then Brainstorm, but is again defeated. Albedo stops using aliens and attempts to reattach the Dream Eater on Ben, but he slips on a smoothie, and the Dream Eater falls on him. 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. She goes on to say that it needs a Galvan doctor to remove it safely without harming the host.

The episode ends with several Ultimatrix aliens confronting Albedo in his nightmare.


Real World Characters

Real World Villains

Dream Characters

Dream Villains

Dream Aliens Used

By Ben

By Albedo

Other Aliens



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.

Quotes Right

Naming and Translations

Language Name Origin
Hungarian Egy valódi rémálom éjszakája A Real Nightmare's Night
Portuguese (Br) A Noite do Pesadelo Vivo The Night of the Living 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


Ben 10: Ultimate Alien Episodes
Season 1
FameDupedHit 'Em Where They LiveVideo GamesEscape from AggregorToo Hot to HandleAndreas' FaultFusedHero TimeUltimate AggregorMap of InfinityReflected GloryDeepWhere the Magic HappensPerplexahedronThe Forge of Creation...Nor Iron Bars a CageThe Enemy of My EnemyAbsolute Power: Part 1Absolute Power: Part 2
Season 2
The Transmogrification of EuniceEye of the BeholderViktor: The SpoilsThe Big StoryGirl TroubleRevenge of the SwarmThe Creature from BeyondBasic TrainingIt's Not Easy Being GwenBen 10,000 ReturnsMoonstruckPrisoner Number 775 Is Missing
Season 3
The PurgeSimian SaysGreetings from TechadonThe Flame Keepers' CircleDouble or NothingThe Perfect GirlfriendThe Ultimate SacrificeThe Widening GyreThe Mother of All VreedlesA Knight to RememberSolitary AlignmentInspector 13Enemy of My FrenemyCouples RetreatCatch a Falling StarThe Eggman ComethNight of the Living NightmareThe Beginning of the EndThe Ultimate Enemy: Part 1The Ultimate Enemy: Part 2
Heroes United

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