General Information
Species Mutant/Cyborg Chimera Sui Generis
Home World Vilgaxia
Residence Castle Vilgaxia
Age 300
Affiliations People of Vilgaxia
Malware (formerly)
Ben's Team (Temporarily)
Occupations Ruler of Vilgaxia
Intergalactic Warlord
Conquerer of 100 Worlds
Herald of Diagon (formerly)
Powers and Abilities
Abilities Enhanced Strength
Enhanced Durability
Enhanced Recovery
Enhanced Speed
Enhanced Reflexes
Enhanced Agility
Enhanced Hearing
Enhanced Swimming
Radiation Immunity
Space Survivability
Internal Hyperdrive
Underwater Breathing
Energy Shields
Energy Blasts
Heat Vision
Electricity Generation
Nanite Control
Limited Technology Manifestation
Squid Form
Equipment Swords
Relatives Myaxx (distant cousin)
Aliases Squidface
Old Squid
Fish Face (by Manny, Helen, and Alan)
Vilgy (by Ben and Max)
Vilgeek (by Ben, Gwen, and Kevin)
The most dangerous being in the universe (by Azmuth)
Villy (Kevin)
Conqueror of 10 Worlds
Conqueror of 100 Worlds
Herald of Diagon
Octo-head (by Ma Vreedle and Whampire)
Fish Breath (by Rook)
Voice Actor James Remar (normal)
Steve Blum (with his steroids active)
First Appearance Danger: High Voltage

Vilgax is a villain in Ben 10: Omnitrix Wielder. He made his first reappearance in Danger: High Voltage. He is a mutated, cyborg Chimera Sui Generis from the planet Vilgaxia.


This version of Vilgax stands at 15 feet tall. He has his Alien Force color scheme and head, but he now has six facial “beard” tentacles and four more that grow from the back of his head. His voice changes depending on whether or not his steroid boosters are active. His body is now permanently fused with nanites, resulting in a cyborg physiology. His stomach, chest, and upper back are completely encased in red and black armor similar to his original cybernetics, but is now more form fitting. It includes circular energy conduit nodes that glow a faint red. The largest is on his chest, and he has three more on his stomach as well as two on his spine and one on the back of each hand. His armor also extends into wraparound pauldrons on his shoulders that resemble a combination of his original cybernetics and his Alien Force gauntlet. More technology is woven into his exposed flesh, forming gauntlets on his hands that dissipate up his forearms. Three large, rear-curved spikes of black metal protrude from each forearm, though these are retractable. Similar armor tech fills the space between his tentacle-like muscles and forms armor on his knees, lower torso, and lower legs.


Vilgax is ruthless, cruel, and power-hungry. His primary objective seems to be obtaining the Omnitrix, so that he can use it to take over the universe. He is known to hold a grudge; most notably against Max and his family. He is also known to be very manipulative, notably so of the Galactic Code of Conduct, in order to achieve his goals. After escaping the Null Void, Vilgax seemed to have gone partially insane, as he was enraged more easily and exhibited facial ticks. He appeared to have recovered by Alien Force. Vilgax's sense of humor has developed, and he now occasionally makes wisecracks during his battles with Ben. Despite this, he is still as evil as ever.

While stranded on Earth following his defeat at the end of Alien Force, Vilgax skillfully manipulates a group of humans known as the Flame Keepers' Circle into serving him. Upon discovering that his squid-like form resembles the alien of knowledge worshiped by the cult, he adopts the role for his own and manipulates his new followers into helping him escape the planet.

Vilgax's many defeats have taught him patience. After Ben acquired the new Omnitrix, he escaped to his home planet and bided his time for months as he plotted his revenge. During that time he hired bounty hunters and orchestrated various crises to draw the attention of his enemies away from himself, all the while arranging for the upgrade that would grant him the power to destroy Ben Tennyson. No one ever suspected his involvement in galactic events until he revealed it himself.

Despite his cruel and villainous tendencies, Vilgax does care about his own people (taking his role as Vilgaxia's ruler and champion very seriously), so much so that he is willing to put his own life on the line and use whatever other means necessary to ensure Vilgaxia's and its people's safety; even if it means begging his enemies for help. In addition, he has acquired a grudging respect for Ben, often calling him by his first name and holding his end of whatever bargains they have been forced to make with each other.

Vilgax is highly afraid of Ma Vreedle, and there is a rumour that Ma Vreedle once made Vilgax cry

Powers and Abilities

Vilgax lost all of the powers he absorbed at the end of Ultimate Alien. However, at the end of Grand Theatre, he acquired the Nanite Capsule Upgrade used to cure himself in A Computer Virus. He had Malware, Dr. Phsychobos, and Psyphon modify the nanites. After he abrobed these nanites, his body mutated into its current form and he gained many powers.

  • His entire body is fused with microscopic machines that grant him incredible strength and durability; a single punch can create a crater or shatter a Mt. Rushmore head sculpture. He can even lift and throw Way Big, who weighs in at 600,000 pounds.
  • Vilgax’s durability is superhuman; he has survived falls through planetary atmospheres, point blank nuclear explosions, and other forms of extreme trauma. He can also survive in space and is immune to radiation. Vilgax can recover from hard hits relatively quickly.
  • Vilgax is much faster and more agile than he looks, and he has enhanced reflexes that can keep up with the speed of XLR8.
  • Vilgax has enhanced hearing, allowing him to pick out individual sounds from across a vast area even if there is a huge amount of background noise.
  • Vilgax can fly at high speeds through air or space and, courtesy of his natural physiology, is an excellent swimmer. He is also able to jump to hyperspace, allowing him to travel across the galaxy even without a ship.
  • Vilgax can project red energy beams from his eyes. These beams are quite powerful, and he can make them change direction in mid flight at will.
  • Vilgax can project extremely powerful blasts of pale red energy from his hands, either as spheres or as sustained beams. He can regulate the strength of these blasts, with the most powerful ones being seen destroying alien warships with one hit.
  • Vilgax can create shields of red energy to protect himself from attacks. These shields are even stronger than his original Shield of Ziegel.
  • Vilgax can generate scarlet electricity from any part of his body, usually his hands, to shock anything he touches, channel electricity through conductors, or shoot it out like lightning. Vilgax can also project electromagnetic fields to move magnetically sensitive objects and disrupt machinery.
  • Vilgax’s nanites allow him to hack into and control any machinery he touches. He can use this ability to download information into his own mind and perform other computing functions via a machine he has interfaced with or even modify the device.
  • Vilgax's head brace contains powerful steroid boosters that, when activated, amplify his strength, speed, agility, and durability several times over. However, use of these augmentations is painful for him.
  • Vilgax can use his nanites to rapidly construct objects or partially alter his cybernetics, making it appear as though he is conjuring things out of nothing. The things he can create are limited to dedicated blueprints stored in his memory. These are:
    • A trio of tubes on either wrist that can launch grenades
    • A metallic whip-tentacle extending from under each wrist
    • Various simple metal tools and devices
    • A pair of carbon-copies of his original sword. Each is extremely sharp, enough to destroy Chromastone, can superheat itself, crystallize the blade, and project energy bolts.
  • As a part of his natural biology, Vilgax’s true form is a monstrous, octopus-like creature that he can turn into at will. In this form form he retains his technopathy and gains even more strength as well as stretchable tentacles.


A vicious galactic warlord considered by many, including Azmuth, to be the most dangerous being in the universe, Vilgax was originally a renowned general on his homeworld of Murray. However, while he was popular with the public, his insubordination against the planet's ruler at the time combined with his ambitious nature lead to him being exiled. He remained in exile for the next 200 Earth years, during which time he garnered much of his ruthless reputation as a space pirate. It was towards the end of his exile that he first encountered Max Tennyson while stealing nuclear warheads from the US government. That incident fostered his initial hatred of max and the Tennyson family. Meanwhile, the ruler who exiled him grew increasingly tyrannical but never attempted to expand the borders of his small domain. Seeing his people suffer prompted Vilgax to return home, and he killed the previous ruler in single combat. After he became the undisputed ruler of his homeworld, his people renamed it Vilgaxia in his honor. He subsequently began attacking nearby planets to expand his empire.

Vilgax treated his own kind well but was cruel to those he conquered. His brutal tactics during military campaigns grew his infamy, and within ten years he had become one of the most feared beings in the universe. He had conquered ten planets with one warship, destroyed five others, and even created a black hole. Eventually he learned about the Omnitrix and envisioned an army at his command with each soldier as well as himself equipped with one. Such an unstoppable force would allow him to fulfill his life-long dream of conquering the entire universe. By then, however, his reputation had grown to the point that no living being was willing to work for him. The only exceptions were a few mercenaries and notorious criminals such as Sixsix and later Malware. This forced him to rely on robotic drones to do his bidding, as he did not wish to send his own people into battle.

Not long after Azmuth completed the Omnitrix Prototype, Myaxx was imprisoned for illegally selling Galvan technology. From the rumors that she spread, Vilgax learned that the Omnitrix he sought was ready and that it was being transported to Earth. He immediately set off in pursuit but was mortally injured during the battle in orbit of the planet. As he recovered he received his first cybernetic augmentations and made several attempts to retrieve the Omnitrix, but every robot or hired gun he sent failed. His later attempt to recover the it personally also ended in failure. Initially he chased Ben purely because he possessed the Omnitrix, but his many defeats at Ben's hands led Vilgax to develop a bitter hatred of him. Although Vilgax had already conquered ten planets almost single-handedly, it was the ten he conquered legally by manipulating the Galactic Code of Conduct that earned him the title "Conqueror of Ten Worlds".

Vilgax was taken into Plumber custody following his defeat at the end of Ultimate Alien. Unfortunately, he was able to escape with the help of Psyphon. Vilgax hid on his home planet and secretly plotted his revenge against Ben Tennyson. When he learned of the Nanite Capsule, he arranged for it to be stolen and brought to his castle, where he hired Malware and Dr. Psychobos to work with Psyphon to modify the Nanites. He bided his time as the Incursean Empire swept across the galaxy, conquering worlds. After their defeat at the end of Hail the Conquering Frogs Part 2, Vilgax's preparations for his own quest for galactic dominance were all but complete. His Nanite infusion was ready in Secret Life of Vilgax, and he merged with the modified micromacines, resulting in his new form and new powers. Vilgax emerged from hiding at the end of that episode.

Prior to The Fate of Petropia, Vilgax legally conquered 90 planets, which led him to shed his title of "Conqueror of 10 Worlds" and don the newer, more accurate moniker "Conqueror of 100 Worlds". During that time he destroyed another ten planets that would not bow down to him after he defeated their champions. He then targeted the reconstituted Petropia as his 101st conquest.


  • Danger: High Voltage
  • Grand Theater
  • Hail the Conquering Frogs Part 2 (cameo)
  • The Secret Life of Vilgax
  • The Fate of Petropia
  • The Labyrinth
  • Blukic and Driba Go to Vilgaxia
  • No Honor Among Squid Part 1
  • No Honor Among Squid Part 2
  • The Fatal Alliance
  • Fall of the Omnitrix Wielder
  • Wrath of the Omnitrix Wielder
  • Return of the Omnitrix Wielder
  • Omniverse Armageddon Part 1


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