Ben 10 Planet

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 episode number 147
Written by Don McGregor
Directed by Dan Riba
Episode Guide
Previous episode The Eggman Cometh
Next episode The Beginning of the End

Night of the Living Nightmare is the forty-ninth episode of Ben 10: Ultimate Alien and the seventeenth episode in the third season.



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. 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. He then becomes NRG, and later, Brainstorm and attacks Ben, but Ben resists the attacks. Albedo 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 (Albedo's nightmare)



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
Portuguese (Brazil) A Noite do Pesadelo Vivo The Night of the Living Nightmare
Spanish (Latin America) La Noche de la Pesadilla Viviente
Spanish (Spain) La Noche de las Pesadillas Vivientes The Night of the Living Nightmares
Hungarian Egy valódi rémálom éjszakája A Real Nightmare's Night



  • Kevin's arms error
  • Albedo's eyes error (plus Kevin's clothes error)
  • Error Ultimatrix
  • In one scene, the door on Kevin's car is grey instead of green.
  • When Negative Fasttrack first runs away from Ben, his eyes are green.
  • When Ultimate Kevin is holding Ben by his wrist, Brainstorm's arms are discolored for a split second.
  • When Fasttrack runs into Mr. Smoothy, his Ultimatrix symbol is gone.
  • When Ben is squirming around in bed, at the beginning, the grey bar on the Ultimatrix is green.
  • In Albedo's nightmare, when we first see the aliens, Cannonbolt is behind Diamondhead, but when we see them from the back, Cannonbolt is in front of Diamondhead.
  • Goop changed directly to Ultimate Spidermonkey without first turning into Spidermonkey.
  • When Ben was fighting the Dream Eater, the Ultimatrix's dial was turned.
  • In Albedo's dream, Cannonbolt had one line on his back.

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