Evil? No... Visionary! I feel power building inside me. I see a world that only I can create. It was Azmuth who thought me me flawed. He gave me the name Malware. But I am not the flawed one. It is all the rest that are inferior. They bend and stretch, mimic and manipulate only what others have created. I do not upgrade other's creations, they upgrade me! And I will upgrade myself with Azmuth's greatest creation.
~ Malware's ultimate psychotic breakdown.

Malware is one of the three main antagonists of the first two arcs of Ben 10: Ominverse and is a psychotic, deranged and mutated Galvanic Mechamorph who sought the destruction of his "father" Azmuth along with his greatest creation the Omnitrix, which came to be wielded by Ben Tennyson. Six years later, he formed The Faction with Dr. PyschobosKhyber the Huntsman and Zed.

He was voiced by the famous voice actor Corey Burton.


During the creation of Galvan B and the Galvanic Mechamorphs (the latter being used for the Omnitrix transformation Upgrade), the "birth" of one Galvanic Mechamorph - the then-future Malware - was rendered incomplete when Azmuth shut down the Helix that had been generating the material from which the other Mechamorphs had literally arisen. Created as a yellow razor-bladed and skeletal mutant due to his changed "life code", he instead gained the power of advancing himself by absorbing and corroding any machinery under his touch as opposed to the ability of the other Galvanic Mechamorphs to advance technology by merging with it.

Five years prior to Omniverse

With Azmuth promising to repair his condition with an upgrade to make him like the rest of his kind and a long time having already passed, he had become psychotic and impatient. He crashed on Galvan Prime and started heading for Azmuth's headquarters after defeating the Galvan Defense Forces and Ben Tennyson as the Conductoid Feedback and the Tetramand Fourarms. Angered by Azmuth's "lies", he soon turned his attention to abducting Albedo to activate the secondary Helix Azmuth had in his lab; once on Galvan B, he defeated all of the Galvanic Mechamorphs present and put Albedo to work completing and upgrading the Helix, though he threatened the arrogant Galvan's life after some claims about the comparison of his intellect to Malware's. Despite Ben putting up a good fight as the Pyronite Heatblast, Ben's Grandpa Max had to intervene to stop Malware from killing Ben. After absorbing the new Helix's power, he became a new red version of his body and began to consider himself superior over the rest of his race. His plan to take the Omnitrix failed and he was defeated by Ben, this time as the Petrosapien Diamondhead; he later freed himself and was approached by a cybernetically-enhanced mutant Cerebrocrustacean (the template for Omnitrix transformation Brainstorm) named Dr. Psychobos from the planet Encephalonus IV. Offering him a superior Omnitrix if he could get the Omnitrix itself, he agreed to this proposal and sought out his enemy, now known by the superhero named "Ben 10".

Birth of the Nemetrix

Unable to retrieve the Omnitrix, he remembered that he had scanned a crude and corrupted blueprint of the original Omnitrix when his hand touched the device during his confrontation with Ben on Galvan Prime. Returning to Encephalonus IV and entering the lair of Dr. Psychobos, they uploaded the blueprints and built their own version of Azmuth's creation. Discovering that most of the Omnitrix's transformations all have or had natural predators, they decided to go with collecting predator DNA and dubbed their version of the Omnitrix the "Nemetrix". Malware was informed by the doctor that he also hired a hunter to retrieve the DNA samples and Ben himself.

Rise of The Faction

He and Khyber attacked a Plumber base and stole a Tachyon Cannon, with Malware once again mutating even further into another, more superior form after absorbing it and distracting the Tennyson family long enough to give Khyber a chance to steal a Psycholeopterran DNA sample from the Plumber installation. After this successful plan, Malware, Dr. Psychbos and Khyber formed the Faction to end their enemies' existences. As Khyber continued collecting predator DNA, Malware let the doctor test his Nemetrix on a live subject: the ex-Plumber Phil, although after he wound up as a hybrid of one of the Nemetrix's predator aliens they learned the Nemetrix needed a non-sentient host; they went along with using Khyber's Anubian Baskuur-like pet and hunting dog Zed as Ben's counterpart. Malware located Azmuth on Earth and destroyed Feedback by splitting the transformation apart from its user and corroding the alien's lifeless shell and empty husk into dust. Unable to do anything but watch in anguish and despair, Ben angrily overloaded him with the power of the energized Omnitrix by pushing it into his body in retaliation, the resulting power discharge making Malware's very being explode into green goo.

Although Malware ended up as an immobile puddle of nanotechnological substance, the Omnitrix created a special fail-safe which prevented Ben from ever using it to rescan the DNA of another member of Feedback's species.

Downfall of the Galvans

Malware came out of hiding, having survived his seeming destruction and planned his assault on the new Galvan homeworld of Galvan Mark II, though he needed special security access codes to get past the planetary defenses. He, Khyber and Zed located Ben and and his new partner Rook Blonko at a festival for Bellwood's history. While Khyber distracted Rook and Zed distracted Ben, Malware stole the codes he needed from Rook's vehicle since the rookie Plumber was a member of the Plumber Special Forces, even claiming he was not surprised by Ben's shock and arrogance concerning his demise. After escaping from Ben and flying to Galvan Mark II, the Faction entered the Galvan Museum and collected the fossilized DNA of Omnivoracious, a Galvan's natural predator. His plan was to breach and destroy Galvan B while the others distracted Azmuth, Rook and Ben by pitting Zed against Ben and Azmuth in order to lead them off his scent. He flew to Galvan B and eliminated all of the Galvanic Mechamorphs, entering the core and absorbing the Helix's energy. Just as Ben, Rook and Azmuth realized his plan after a few hints from Psychobos, he destroyed Galvan B and headed for Galvan Mark II. He had fused himself to the shattered pieces of Galvan B and crashed into Galvan Mark II, most of his genetic codes heading the to planet's core to fuse himself with the planet. Once he had fused with the planet, he would call it "Planet Malware" and conquer the universe. Defeating Ben's transformations the Vauxasaurian Humongosaur and the To'kutsar Way Big, he became a Godzilla-like creature as he grew 600 feet tall in size, absorbed Ben into his body and trapped him. Unfortunately, Ben escaped as Feedback and enraged Malware due to the Conductoid's return. Losing to Feedback and the re-energized Galvanic Mechamorphs with Azmuth's help of using the Helix to re-energize them. Reverting back to his normal form, becoming more enraged and rushing in to kill Ben and Azmuth. Realizing too late that Feedback hooked his antennas to the Helix, Malware tried to blast him. Feedback blasted at him as well and drained Malware's energy, turning the monstrosity into a stone-like statue only to separate Malware into copies of his second and final forms with both stuck as near-dead statues.

Following his death, Malware's remains were put in the Galvan Museum.

Remains and Becoming Mechamorph Armor

Vilgax and Albedo stole Malware's remains from the Galvan Museum Hall of Predators with Albedo turning Malware's remains into a set of Mechamorph Armor. The newly created "Malgax" used it to battle Ben and obtain the Omnitrix from him. This plan failed and Vilgax was mortally wounded while Malware's remains vanished in the warp core meltdown.


Malware was an angry, psychotic, destructive, obsessive and hate-fueled being who always felt that his creator and father Azmuth had seen him as nothing more than a failed experiment who would never impress him; Malware was obsessed with taking Azmuth's most precious creation the Omnitrix and obliterate the other Galvanic Mechamorphs. Malware was vain, conceited, manipulative and pompous as he deeply hated the rest of his kind for always being Azmuth's "perfect creations" and saw them as flawed and inferior when compared to him. Malware was also very hateful, problematic, argumentative and resentful towards Azmuth, although he still considered the Galvan First Thinker to be a father figure to him.

Malware was willing to work with Dr. Psychobos to get revenge against Azmuth though he got annoyed by the Cerebrocrustacean's opinions and excuses occasionally. He also had an intense dislike of Khyber because the hunter was interested in hunting down his other enemy Ben as a trophy. He was also very mean-spirited and sadistic when he enjoyed torturing his victims, as seen when he destroyed Feedback in front of Ben.

Malware didn't find Ben to be a threat even though Ben defeated him many times in the past. He believed that Ben's true reputation as a hero was exaggerated though one time he called Ben the "bane of [his] very existence" and eventually developed a hatred for him. It was evident from Malware's tendencies to dismiss and cover up his defeats and unforeseen turns of events in his enemy's favor coupled with constant disdain and assurance that they would be of no hindrance to him in the long run that he suffered from a superiority complex.

Powers and Abilities

Malware was originally a Galvanic Mechamorph (the base donor species for Omnitrix alien Upgrade), but the circumstances of his unique and painful creation rendered him unable to properly use his capabilities of absorbing technology properly, as his creator-by-default Azmuth described "[his] condition [as] exceedingly complex" and that "[he] didn't just mimic tech, he became it."

Mortal enemies

  • Azmuth (Creator, "Father")
  • Ben Tennyson (Bane of existence)
    • Feedback: Originally Ben's most used transformation and one of the few Omnitrix aliens known for being able to defeat Malware. Out of revenge, he destroyed Feedback in front of Ben's eyes and indirectly appeared to ensure that Ben would never be able turn into a Conductoid-type alien ever again. Later the Conductoid form ultimately returned and defeated Malware for the final time with the Galvanic Mechamorphs and Azmuth's help.




  • He was voiced by Corey Burton, who also provided the voices for Shockwave and Megatron from The Transformers and Transformers: Animated, the former character from the former series and both characters from the latter series. He also provided the voice of Zeus from God of War. All of these villains are major antagonists of each of their respective series.
  • His powers and motives are similar to Brainiac as he is able to fuse himself with other forms of technology, can upgrade himself both physically and even mentally and seeks universal domination.
  • Ben's Conductoid form Feedback is possibly his only other true nemesis because the electrical alien's power of redirecting energy can severely damage and even destroy him.
  • Malware is a serious danger to the universe similar to Aggregor. Both of the villains are enemies of Ben Tennyson, have modified themselves, changed into monstrous forms and have a pure hatred of Ben himself.


           Ben 10 Villains

Main Villains
Vilgax | Zs'Skayr | Aggregor | Aloysius Animo | Hex | Highbreed | Maltruant

The Faction
Khyber | Malware | Dr. Psychobos | Khyber's Panuncian | Ultimate Panuncian

Charmcaster | Michael Morningstar | Adwaita | Pallorfang | Scrutins

Argit | Looma Red Wind | Skurd | Great One | Cyber Squids | Mr. & Mrs. Mann | Camille's Ex-Boyfriend | P'andor | Sunny | Antonio | Cassiopeian Dream Eater | Prisoner 775 | Vilgax's Squid Monsters | Corruptura

Forever Knights
Forever King | Driscoll | Enoch | Patrick | Sir Cyrus | Joseph Chadwick | Conner | Dagonet | Sir George | Sir Morton | Twin Knights | Winston | Dragon Robot | Forever Ninja

DNAliens | Xenocyte | Mizaru | Simian

Negative 10
Rojo | Clancy | Sublimino

Flame Keepers' Circle
Diagon | Conduit Edwards | Esoterica | Lucubra

Circus Freaks
Zombozo | Acid Breath | Frightwig | Thumbskull | Zombie Clowns

Incursean Empire
Milleous | Attea | Raff | Sangfroid | Way Bads

Bounty Hunters
Sixsix | Sevenseven | Eighteight | Synthroid | Sunder | Kraab | Vulkanus

Zs'Skayr Minions
Dr. Viktor | Yenaldooshi | Mummy | Crujo | Kuphulu | Lord Transyl | Anur-Mirrored Ben | Anur-Mirrored Charmcaster | Anur-Mirrored Hobble | Anur-Mirrored Rook | Mutant Pumpkins

Octagon Vreedle | Rhomboid Vreedle | Ma Vreedle | Pa Vreedle | Parallelogram Vreedle | Isosceles Right Triangle Vreedle

The Hive
Elena Validus | Nanochips | Decoy Queen

Psyphon's Gang
Bug-Lite | Bubble Helmet | Liam | Gorvan | Pickaxe Aliens | Sweet-Eels Sparklefunk | Hooded Alien | Thunderpig | Tummyhead

Fistrick's Gang
Fistrick | Hoodlum | Fistina

Road Crew
Baron Highway | Turbine | Road Rage

Proctor Servantis | Phil Billings | Ragnarok | Swift | Leander

Billy Billions | Captain Nemesis | Kangaroo Kommando | Mazuma | Simons | Will Harangue

Kevin 11,000 | Exo-Skull | Sploot | Subdora

Evil Bens
Eon | Albedo | Bad Ben | Benzarro | Mad Ben | Nega Ben

Other Villains
Benevelon | Blue Leader | Buzz | Charles Zenith | Mayor Coleman | Collectimus | Evil Way Big | Garbage Monster | Hammer | Heatbat | Hulex | Inspector 13 | Jarett | Jonah Melville Kolar | Captain Kork | Kundo | Mr. Beck Morgg | Mutant Reptile Leader | Mycelium | Nyancy Chan | Oliver Thompson | Plant Alien | Poltroon | Red Leader | Seebik | Solid Plugg | Ssserpent | Suemungousaur | Surgeon | Tetramand Prisoner | Trans-Dimensional Monster | Trumbipulor | King Xarion | Yetta

B.L.R.R.T. | S.A.M. | Slix Vigma Computron | Otto | Techadon Robots | R.E.D.s | Stalker | Mechaneers | Jungle Guardians

Albedo's Aliens
Ultimate Rath

Nemetrix Aliens
Buglizard | Crabdozer | Hypnotick | Mucilator | Omnivoracious | Panuncian | Slamworm | Terroranchula | Tyrannopede | Vicetopus

Kevin Levin | Zed | Blarney T. Hokestar