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Grey Matter
Grey Matter HT
Species: Galvan
Home planet: Galvan Prime (destroyed)
Galvan Mark II
Body type: Humanoid
Abilities: Super Intelligence
Enhanced Agility
Enhanced Flexibility
Enhanced Jumping
Sharp Teeth
1st appearance: {{{first-appearance}}}

Grey Matter is the Codon Stream's DNA sample of a Galvan from the planets Galvan Prime and Galvan Mark II.


Grey Matter is a gray-skinned, frog-like, bipedal alien, only six inches tall with large green eyes with little minus sign like pupils.

Grey Matter wears a white jump suit with a line going down it.

In the original series, Grey Matter wore the Omnitrix symbol on his back. In Ultimate Alien, his eyes are a lighter shade of green and he wears the Ultimatrix symbol on his chest.

Gwen as Grey Matter has Gwen's hair and has more oval shaped eyes with much smaller pupils. She wears light blue pants and top with dark blue sleeves. She wears the Omnitrix symbol on her back.

Negative Grey Matter wears a red Galvan tunic and has red eyes.

Powers and AbilitiesEdit

Grey Matter's size belies his great calculative and technical intellect. He can create almost anything from spare parts and know the function of any device at a glance. Grey Matter's intellect serves as a problem solver and analytical help in difficult situations. Additionally, he can sometimes manipulate living things by stimulating certain parts of their anatomy, if such beings can be controlled by external stimuli.

Grey Matter's size allows him to squeeze into small spaces and he can climb walls thanks to tiny suction cups on his skin. He also has sharp teeth and his slimy skin makes him difficult to grab.

Grey Matter appears to be stronger then he looks, as he was strong enough to move a cleaner's bucket with mops in it in Ultimate Weapon.


Grey Matter's size makes him unsuitable for battle, so he must outsmart his enemies in a fight. Animals like dogs can pose a problem, as they may see Grey Matter as food or a toy.

Ben 10 and Ultimate AlienEdit

  • Grey Matter first appeared in Washington B.C., Grey Matter was searching in cereal boxes for a Gold Sumo Slammer card.
  • In Hunted, Grey Matter defeated Kraab and Sixsix.
  • In A Small Problem, the Omnitrix malfuntioned, trapping Ben as Grey Matter for most of the episode. Grey Matter snuck onto a water slide and got captured by Howell Wainright.
  • In Secrets, Grey Matter appeared when the Omnitrix malfuntioned. He defeated one of Vilgax's drones.
  • In Truth, Grey Matter defeated a Null Guardian.
  • In Grudge Match, Grey Matter defeated one of Slix Vigma's drones.
  • In Ultimate Weapon, Grey Matter snuck into a house, let Gwen and Max come in and opened a safe.
  • In They Lurk Below, Grey Matter saved a drowning man.
  • In Ghostfreaked Out, Grey Matter appeared.
  • In Back With a Vengeance, Grey Matter appeared 8 times.
  • In Midnight Madness, Grey Matter was hypnotized into being Gwen's slave.
  • In Merry Christmas, Grey Matter accidently destroyed the Rustbucket's air conditioner and later destroyed the Jingleator.
  • In The Unnaturals, Grey Matter appeared.
  • In Be Afraid of the Dark, Grey Matter escaped Zs'Skayr and built a sungun.
  • In Perfect Day, a dream Grey Matter defeated a mutated dream Cash and J.T.
  • In Ken 10, an alternate timeline Grey Matter was used by Kenny to escape his room and later, to unlock his Omnitrix's Master Control.
  • In Ben 10: Secret of The Omnitrix, Grey Matter defeated Dr. Animo.
  • In Ben 10: Race Against Time, an alternate timeline Grey Matter caused trouble in a diner.
  • In Snack Break, Grey Matter failed to retreive his snack in a vending machine.
  • In Ben 10,000 Returns, Grey Matter was re-unlocked by Ben 10,000.
  • In Double or Nothing, Negative Grey Matter explains that he won't attack Ben, Gwen or Kevin anymore. Until it is revealed Albedo can only be Negative Grey Matter for about second before reverting back.

Ben 10 UltiVerseEdit

He appeared in And So He Returns to build the time machine.The enhancements made to him with the Ultimatrix 2.0 are morte intelligence and agility.


Ben 10Edit

Ben 10: Ultimate AlienEdit


  • Grey Matter has the most accidental transformations.
  • As shown in Ken 10, Grey Matter is smart enough to unlock the Omnitrix's Master Control.
  • Grey Matter is the same species as the Omnitrix's creator, Azmuth.
  • Grey Matter is Ben's second smallest form, first is Nanomech.
  • Grey Matter has the most appearances in Back With a Vengeance. This is ironic considering Ben dislikes Grey Matter for fights. However, most times Ben used Grey Matter on purpose were for escaping.
  • When talking, Grey Matter doesn't always know what he is talking about.
  • It was revealed that neither Azmuth or Albedo were where Azmuth got Grey Matter's Galvan DNA sample from.
  • Grey Matter was the only seen alien with the Omnitrix symbol on his back.
Ben 10: MEGA Alien
Alien X| AmpFibian| Armodrillo| Arcticguana| Atom| Benmummy| Benvicktor| Benwolf| Big Chill| Brainstorm| Buzzshock| Cannonbolt| ChamAlien| Clockwork| Colourless| Diamondhead| Ditto| Eatle| Echo Echo| Eye Guy| FuzzBall| Ghostfreak| Goop | Grey Matter| Heatblast| Hopefull| Humungousaur| Jury Rigg| Lodestar| Nanomech| NRG| Rath| Ripjaws| Spidermonkey| Spitter| Stickler| Stormfront| Swampfire| Shocksquatch| Terraspin| TriWuzzo| Upchuck| Upgrade| Water Hazard| Way Big| Wildmutt| XLR8
Additional Aliens
Headache | Snakepit | Toepick | Shellhead | Surprise Alien | Brainwave | Falconator | Organism | Unseen Alien
Re-Unlocked Aliens
Stinkfly | Fasttrack
Ultimate Forms
Ultimate Swampfire | Ultimate Big Chill | Ultimate Humongousaur | Ultimate Echo Echo | Ultimate Spidermonkey | Ultimate Cannonbolt | Ultimate Wildmutt | Ultimate Goop | Ultimate FuzzBall | Ultimate Hopefull | Ultimate Rath | Ultimate Ben | Ultimate Way Big
MEGA Forms
MEGA Rath | MEGA Spidermonkey | MEGA Cannonbolt