Guys and the N is a spin-off Ben 10: Ultimate Alien, after the season 2 finale. Ben Tennyson's 15-year old cousin, Kyle forms a team with former retired WOOP leader, Jerry Lewis, who has made a new headquarters and directory. It will be similar to Ultimate Spider-Man with the imaginations and comedies, similar to how Peter Parker imagines.


  • Guys and the N:
    • Kyle Tennyson (Jesse McCartney) - leader of the Guys and the N, born in 1996, age: 15, has the same abilities as Ben only more of a Totem!:
    • Disguises:
      • Season 1:
        • Spy Outfit (used in Mission Impossible,)
        • Indian (used in Ways of Nature)
      • Season 2:
        • ???
      • Season 3:
        • Stormer Outfit (used in Time After Time)
      • Season 4:
        • Dance outfit from the 60's (Dance, Dance, Dance)
      • Season 5:
        • Prince Apula (Royal affair)
    • Roderick Johnson (Oogie Banks) - born in 1995, age: 16, matches Mal Duncan's tone from Young Justice:
    • Disguises:
      • Season 1:
        • Spy Outfit (used in Mission Impossible)
      • Season 2:
        • ???
      • Season 3:
        • Bear Costume (Theme Park)
      • Season 4:
        • The Maharaja (in Theatre Time)
        • Fire Dancer (Vacation)
      • Season 5:
        • Dr. Doom (Desguises)
    • Derek Kain (Adam Wylie) - he is brashful, yet arrogant, and has nearly a rivalry with Kyle, who he bickers with alot, born in 1996, age: 15:
    • Disguises:
      • Season 1:
        • Spy Outfit (used in Mission Impossible,)
        • Indian (used in Ways of Nature)
      • Season 2:
        • ???
      • Season 3:
        • Alien Monster (All Hallows Eve)
      • Season 4:
        • Sleeper (In Theatre Time)
      • Season 5:
        • Clavius (Disguises)
  • Jerry Lewis (Adrian Truss) - director of a corporation known as The N, born in 1949, age: 63
  • Johnson James (Jason Marsden) - lieutenant of N, most loyal to Jerry


  • Professor Rolands (Jeff Bennett) - ???
  • Jeremy Crow (Wayne Knight) - ???
  • Odette (Kari Wahlgren) - Kyle's love interset and a descendent of Odette, born in 1994, age: 17.
    • dresse's like Leia in "Return of the Jedi" in Time after Time!
  • Chjef Louis (Rene Auberjoinis) - ???
  • Ariel (Jodi Benson) - she comes to the Guys and the N for help to save her father
  • Kitty Pryde (Maggie Blue O'Hara) - has fears of her curse
  • Krypton Galaxy (Eric Lopez) - being tested into a superhuman by Lex Luthor, but ended up with severe burns when he tried to merge Green Lantern and Flash's powers into him, then he is later tested by Luthor to be merged by Captain Atom and Major Force's powers, born in 1994, age: 17
  • Dola Darcy (Kirsten Fairlie) - Krypton's girlfriend, a girl with blonde hair and a ponytail, who tries to save him from Luthor's clutches from being turned into a superhuman, who turns out to be a mermaid when she tried to save Krypton


  • Season 1:
    • James Napier/Joker (Eric Stuart/Kevin Michael Richardson) - the main antagonist of season 1, he was a former member of Team Rocket, until he found out that he is a son of Joker, 12 years later, he became a gang leader, until his defeat by the Guys and the N as a team, he was transformed into the Joker when Gelvarod pushed him into a tub of chemicals!, his goal is to ???
    • The Joker's Jokerz:
      • Charles Buntz/Chucko (Don Harvey) - born 1987, age 24, leader of the Joker II's Jokerz, Charles Buntz was a nasty bullying type who truly enjoyed inflicting misery on others. A head enforcer for his Jokerz gang, he was a lot stronger and faster than his flabby gut would lead one to believe. True to his sadistic nature, Chucko's face was always hidden behind his mocking clown mask, it is revealed that behind was a almost close to having a beard, and bald!
      • Ben Knox/Bonk (Henry Rollins) - born 1987, age 24, the brawns of the group
      • Stewart Carter Winthrop III/Ghoul (Michael Rosenbaum) - born 1992, age 19 was born in a wealthy family, until it was colapsed, he became the brains of the group
      • Woof (Frank Welker) - born 1982, age 30, Woof was a giggling criminal that was spliced with DNA from a Hyena
      • Delia and Deidre Dennis/Dee Dee (Melissa Joan Hart) - both born 1995, age 16, a reformed Harleen raised the twins to prevent them from similarly turning to a life of crime, but ultimately failed. Delia and Deidre inherited Harley's earlier fascination with the Joker, and joined his namesake gang while still in their early teens.
    • Monstro (John DiMaggio)
    • Dr. Anton Sevarious (Tim Curry)
    • Ras al Ghul (David Warner) - leader of the League of Shadows
    • Rothbart (Michael Dorn)
    • Morrison Wallace/Control Freak (Alexander Polinsky)
    • Catscrath (Kath Soucie)
  • Season 2:
    • H.I.V.E.: the acronym was H.I.V.E. Academy for Extraordinary Young People, but it's true acronym was Hierarchy of International Vengeance and Extermination
      • Hive Headmistress Morganthe (Andrea Romano) - born 1943, age: 68, she is the Hive Headmistress
      • Gizmo (Lauren Tom) - born 2005, age: 6, he was the smartest kid, in his true personality, he was a snobbish, spoiled child and the son of the original Gizmo, who was a Dwarf (voiced by Peter MacNicol)
      • Dawn Simmons/Jinx II (Lauren Tom) - born 1989, she was a Pokemon trainer, until the Pokemon world was destroyed, she gained powers when she joined the H.I.V.E., she was tasked by the Headmistress to use seduction on Derek to tell her information about N, which was successful
      • Mammoth (Kevin Michael Richardson) - born 1986, age: 25, as a strong brave warrior, until his true personality was revealed to be a hungry animal and a brute
      • See-More (Kevin Michael Richardson) - he has powers derive from the eye visor on his helmet. The visor has a dial on the side that allows him to cycle through different powers, with each power being represented by a differently colored eye on his helmet. More than just an optical seeing device, the visor is capable of the following stunts.
      • Private H.I.V.E. (Greg Cipes) - he is a soldier and has a shield
      • Billy Numerous (Jason Marsden) - he is from Texas, he has the ability to multiply, he often enjoys teasing
      • Kyd Wykkyd - he has the ability to teleport and walk through walls, he is very mute, he has a girlfriend, Angel
      • Angel (Ariel Winter) - she has the ability to fly and she can sprout her wings, she is the girlfriend of Kyd Wykkyd
      • I.N.S.T.I.G.A.T.O.R. (Grant Moninger) - short for Integrated Neural System Techno-Intelligence Gyroscopic Atomic Tactical Organic Robot, he is a member of the HIVE
      • Wrestling Star (Rob Paulson) - he is a wrestler
      • XL Terrestrial (Maurice LaMarche) - he has the ability to grow size
    • Dr. Magic (John DeLancie) - Main Antagonist of Season 2, Born 1492, age 500, his goal is to gain power of the ages and rule the entire nexus, in the season 2 finale, "Math Test: Parts 1 & 2", he withered to dust once his immortality was stripped.
  • Season:3:
    • Prodeus (Jim Meskimen) - Main Antagonist of Season 3, Born 1492, age 45, immortal, his goal is to avenge his father Dr. Magic.
    • Hyperion (John DiMaggio)
  • Season:4
    • Queen Xaraba (CCH Pounder)
  • Season: 5
    • Prince Lorzaq (Jeffery Combs)


Season 1: 2012Edit

Episode_Title Title_for_the_Episode Air_Date Summary
1 N for New: Part 1 9/7/12 15-year old Kyle Tennyson forms a group with 2 boys named Roderick Johnson and Derek Kain, against James Napier.
Guys and the N Imaginations:
2 N for New : Part 2 9/14/12 James Napier has became the Joker to make the world laugh in his madness.
Guys and the N Imaginations:
3 Mission Impossible 9/21/12 Jerry assigns a mission for Kyle, Roderick and Derek in a mission to infiltrate the Himalayas in order to stop Ra's al Ghul.
Guys and the N Imaginations:
4 Spell of the Swan 9/28/12 An evil wizard named Rothbart plans to turn Kyle's love interest into a swan.
Guys and the N Imaginations:
5 Tale of Two Heroes 10/5/12 A story focuses on Thor and Hercules.
Guys and the N Imaginations:
6 Ways of Nature 10/12/12 they learn the ways of nature and how important it is, but Ra's al Ghul does not respect it and must be stopped!
Guys and the N Imaginations:
7 The Balance 10/19/12 The Balance of Nature has been shifted! N must find away to fix it!
Guys and the N Imaginations:

Enter the Emperor

10/26/12  They must face an evil alien emperor, and save Odette in the Process!
Guys and the N Imaginations:
9 Darknight 11/2/12 they enter a castle realm, and must save a princess from a Troll!
Guys and the N Imaginations:
10 Ways of the Sun 11/9/12  they must deal with a martial artist gone loony!
Guys and the N Imaginations:
11 Work of Heart 11/16/12 They must find the heart of the team!
Guys and the N Imaginations:
12 Asylum Madness 11/23/12 Joker started an asylum breakout.
Guys and the N Imaginations:
13 Ways of the Night 11/23/12 Joker makes his own team to opposite the Guys and the N.
Guys and the N Imaginations:

Season 2: 2013Edit

Episode_Title Title_for_the_Episode Air_Date Summary
14 Glory: Part 1 3/15/13 The Guys and the N form an alliance with the H.A.Y.E.P. to handle a Giant Troll, but there's more to the H.I.V.E. than meet the eye.
Guys and the N Imaginations:
15 Glory: Part 2 3/22/13 Upon their failure of having the H.I.V.E. get the best of them, the Guys and the N start arguing, Kyle gives Derek a codename, "Stupid-head", for letting Jinx use seduction on him to tell them everything, and Roderick is the only chance to get them along, before the place blows up!
Guys and the N Imaginations: Kyle, Derek and Roderick acting like the Three Stooges,
16 Humorus 3/29/13 The most funniest Episode of all the series!
Guys and the N Imaginations:
17 Hitchikers 4/5/13 A Hitchhiker kidnappes 12 girls in the past 10 days, and N must solve the case!
Guys and the N Imaginations:
18 Web of Imagination 4/12/13 Spider-Man has never been seen by anyone, and everyone guessed what he looks like.
Guys and the N Imaginations: Derrek believes that Spider-Man is like Man-Spider!
19 Phenomical 4/19/13 A Genie accidently turns the gang into Genies. Now must save the other Genies!
Guys and the N Imaginations:
20 Digsite 4/26/13 ???
Guys and the N Imaginations:
21 Trident 5/3/13 Ariel comes to the Guys and the N for help to save her father's trident.
Guys and the N Imaginations: Kyle questions Ariel, "What next, your dad's gonna zap me with his trident?", which imagines Kyle poking King Trident, as Triton electrifies Kyle with his trident, with Kyle screaming a girl.
22 Krypton 5/10/13 Kyle, Derek and Roderick have to save 17-year old Kryptonian, when he is being tested into a superhuman by Lex Luthor, but ended up with severe burns when he tried to merge Green Lantern and Flash's powers into him, and they gain help from his girlfriend to help save him, as Kryptonian being tested by Luthor on Captain Atom and Major Force.
Guys and the N Imaginations: Kyle asks why Luthor never fought Superman anymore, maybe they broke up, which imagines Superman fighting Darkseid and Zod, when answering a phone, making Superman saying, "Listen, Luth, I'm breaking up with you, I know we've been the best of enemies, but I got other enemies to fight, goodbye", which brings Luthor to tears and hanging up.
23 Terrible Lizard Problem 5/17/13 When Kyle touches a item that curses everyone into a dinosaur, he himself becomes cursed, can Derek and Roderick find a cure for him fast, before it's permanent?
Guys and the N Imaginations: Kyle asks the audience if Starfire used to have a curse, which switches to a scene where Starfire got the giant pimple on her forehead on the Teen Titans episode, "Transformation", then Kyle pulls up the screen like a window saying, "Come on, you've seen that before"
24 Whoohoo 5/24/13 A heartbroken, yet jealous Kyle is shocked when Mike Morningstar is dating Odette (who just can't go out with Kyle, because he loves her for her beauty, after he sang, "You Don't Know You're Beautiful" by One Direction) for prom.
Guys and the N Imaginations: Kyle imagines that Ben would've got a chance with Eunice when he had a chance, while Gwen would've dated Brock from Pokemon, due to Kevin making an ugly version of her, and Kyle imagined what Beast Boy would do to woo Terra in the Teen Titans episode, "Betrayal", like the muscleman with sunglasses, the French man with a Rose, the mo-pet rider, the puppy and the begging in the rain.
25 Math Test: Part 1 5/31/13 The Guys and the N infiltrate the HIVE Academy on what they're planning, by kidnapping and impersonating 3 Hive Students, Kyle as Kid Wicked, Derek as See-More and Roderick as Private HIVE, they attempt to make good grades and be HIVE Headmistress' top students. In the end, they reveal their disguises in private with HIVE Headmistress to tell her, "We know you were involved with Dr. Magic", HIVE Headmistress confesses she had nothing to do with Magic, Kyle then questions, "Then if it wasn't you, who was?", then suddenly they were Transported into a Tower of HIVE.
Guys and the N Imaginations:
26 Math Test: Part 2 5/31/13 Kyle, Derek and Roderick must escape from the HIVE Academy on The Fort Night, before Dr. Magic infiltrates N.
Guys and the N Imaginations:

Season 3: 2013Edit

Episode_Title Title_for_the_Episode Air_Date Summary

Night Wait

6/26/13 Upon being dared by a fraternity to jump into a pool naked, Kyle, Derek and Roderick must regain their clothes, when they start moving and must find out why. Meanwhile, they are publicly humiliated running around naked.
WARNING: Kyle, Roderick and Derek's bodies are pixelated to avoid being seen by younger audiences.
Guys and the N imaginations: Ariel screaming when seeing them naked and jumping into the water.
28 Ivory secrets! 7/2/13
29 Enter the Grove 7/9/13
30 7/16/13
31 7/23/13
32 Time After Time 7/30/13 They head for planatariam!
Guys and the N Imaginations:
33 8/6/13
34 8/11/13
35 8/18/13
36 8/25/13
37 All Hallow's Eve 9/2/13
38 9/9/13
39 9/16/13

Season 4: 2013Edit

Episode_Title Title_for_the_Episode Air_Date Summary
40 9/23/13
41 9/30/13
42 10/6/13
43 10/11/13
44 10/18/13
45 Theatre Time 10/25/13
46 Riches Galore 11/1/13
47 Dance, Dance, Dance 11/8/13
48 11/16/13
49 Vacation 11/22/13
50 11/29/13
51 11/29/13
52 11/29/13

Season 5: 2014Edit

Episode_Title Title_for_the_Episode Air_Date Summary
53 1/31/14
54 2/7/14
55 2/14/14
56 2/21/14
57 2/28/14
58 3/7/14
59 Canada's Best 3/14/14
60 Disguises 3/21/14
61 Royal Affair 3/28/14
62 9/14/14
63 9/21/14
64 9/28/14
65 9/28/14