List of Ben 10: Ultimate Alien episodes

Albedo steals the incomplete Ultimatrix (a new device which Azmuth is working on) from Azmuth's lab and completes it. He tries revert to his old form but he is not able to, for he needs the Omnitrix. Soon Vilgax proposes that the two of them should take revenge on Ben. Myaxx warns Azmuth of the Ultimatrix's disappearance. Meanwhile, Ben is captured by an old enemy, Kraab. Gwen and Kevin, along with Ship, take flight to rescue Ben, while in the process destroys Kraab's ship, and rescuing Kraab as well. Later, Albedo defeats and captures Kevin (as Diamondhead) and Gwen (as Swampfire) and fails to defeat Max as Spidermonkey so runs away as Rath. Max goes to Ben's house and Albedo appears on his TV, blackmailing Ben to come to his friends' rescue. Albedo, as Humugousaur, turns into Ultimate Humungousaur, with the power of the Ultimatrix, and fights Ben as Humungosaur. Ben discovers that Albedo has been working in conjunction with Vilgax. In order to save his best friends', Ben gives up the Omnitrix to Vilgax.

Omnitrix alien debuts: Big Chill (Ultimate Alien debut), Jetray (Ultimate Alien debut), Humungousaur (Ultimate Alien debut), Bioids (Ultimate Alien debut)

Max arrives and frees Ben and the gang and gives Gwen her old spell book which she uses to cast a teleportation spell that allows the gang to escape. Vilgax betrays Albedo, keeping the Omnitrix (against their deal) and uses it to turn his army of bioids into Humongousaurs. Albedo fights and defeats most of them as Ultimate Humongousaur but they eventually defeat him. Ashamed from what he recently did, Ben runs away into the forest where Gwen comes to help him but she is unable to as Ben is too depressed. Ben cries out Azmuth's name for help. Behind him, Azmuth reveals to Ben the secrets to the Ultimatrix and how to defeat Vilgax and Albedo. Powerless, Ben along with Gwen, Kevin, and Max, go aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth. Ben sets the Omnitrix on self-destruct when Vilgax refuses to surrender it and eventually the Omnitrix self-destructs, which causes Kevin to return to his normal self. Ben then sets Albedo's Ultimatrix to self-destruct as well, but Albedo gives the Ultimatrix to Ben and shuts off the self-destruct. With the Omnitrix destroyed, Ben goes off and fights Vilgax with Swampfire from the Ultimatrix, but since Swampfire is too weak, he soon becomes Ultimate Swampfire and fights Vilgax while Gwen and Max take control of Vilgax's ship which is about to crash onto Earth. As the ship sinks underwater, Ben escapes Vilgax's true alien form, a giant octopus-like creature, and comes to surface as Jetray where Gwen, Kevin and Max are floating after the ship's fusion drive explodes, apparently with Ben still inside it. Ben appears shortly afterwards and the whole gang hugs. Kevin wondered if Vilgax is alive and if he will return, but Ben says, "If he ever does, it's hero time!".

Ben's secret identity is revealed to the entire world, and he is now a superhero loved everywhere by kids and teenagers, but distrusted by many adults. Kevin and Gwen find out who revealed Ben's secret and where he lives, and the three go to "pay him a visit". The informant turns out to be a young boy named Jimmy Jones, who has followed Ben's exploits ever since he was ten-years old. With Jimmy's help, Ben and company discover a series of alien attacks in Florida. The unknown alien steals a nuclear device from a prototype interstellar rocket. They follow the alien to his ship, which he intends to launch using the nuke, which would destroy central Florida. Ben fights him as Spider-monkey, but proves to be too strong for him, so Ben turns into Ultimate Spidermonkey, with the Ultimatrix, defeating the alien with ease. Once defeated, the alien, Bivalvan, reveals he is from the Andromeda Galaxy who was kidnapped by an alien named Aggregor. He is left restrained, with assurance that the Plumbers will be along to bring him back home. Ben reluctantly returns to school with some encouragement from Julie. The students greet him with applause, including his old bullies Cash and JT. Meanwhile, Bivalvan is found and recaptured by Aggregor.

After trashing a Plasma Beam Tank belonging to the Forever Knights, Ben decides he needs to be in three places at once: 1) go to Julie's tennis game, 2) He has to fight the Forever Knights with Kevin, and 3) see the Sumo Slammers 3D movie. Using Echo Echo, he divides himself into three copies and transforms back into human form, creating three of himself. However, each is one part of his personality: one is logical, one is sensitive, and one is immature and insensitive. The sensitive Ben goes with Kevin to the museum, the insensitive Ben stays to watch Julie's match, and the logical Ben goes to see Sumo Slammers. Insensitive Ben proceeds to embarrass Julie while sensitive Ben cannot properly fight. When the Forever Knights steal a Aztec Battle Armor, Ben calls in his other selves for assistance, only to quickly realize that none of them are good fighters alone. He recombines into one and uses Lodestar to separate the armor, destroying it. Ben tries to apologize to Julie, which she almost accepts, until he admits he already went to see the Sumo Slammers movie when she suggests they go see it. Furious with Ben, Julie storms off with Gwen and Kevin right behind her leaving him alone to repent for what he has done in order to gain back their trust.

Ben's enemies are targeting his parents now that he's famous. Max, unable to deal with them alone following a fight with Sevenseven, has to enlist Ben's aid. Vulkanus, Charmcaster, and Zombozo try to attack Ben's dad, Carl, but Ben, Gwen, and Kevin intercept them. Realizing that, as a team, Ben and his friends are too strong to beat, Zombozo decides to "divide and conquer". He kidnaps Ben's mother, Sandra, knocking out Gwen who tried to protect her, and hides her in a carnival to lure the team out and separate them, but Ben and Kevin manage to beat Vulkanus and Charmcaster respectively, with Ben using Ultimate Big Chill. Gwen is left to fight Zombozo, and briefly uses her Anodite form to intimidate him into leaving the Tennyson family alone and to spread the word to every other villain.

While Gwen and Kevin are fighting each other about bad driving teaching of Kevin, Ben's celebrity status lands him in a starring role in a video game. Using motion capture technology, they record the moves of his various alien forms to integrate them into the game. In reality, however, the video game offer is a ruse by TV reporter Will Harangue and his assistant Oliver as part of his plan to create a robot to defeat Ben. After defeating Ben twice and trashing his reputation, Harangue challenges Ben to a final showdown on live TV. Unable to defeat the robot conventionally, Ben realizes what Harangue has done and uses Nanomech, the one alien he couldn't get data on, to destroy the robot from within.

P'andor (one of the aliens who were captured by Aggregor) offers a huge cash reward to anyone who can break him out of his containment suit. Kevin decides to take the job, only to back out upon learning that P'andor is highly radioactive. Ben tries to stop them as Ultimate Humuongosaur, but he manages to escape. Since Kevin has the ability to open the suit using his Osmosian powers to absorb Taedenite, P'andor tricks him into cutting it open. Free from his containment, P'andor begins feeding on all the energy he can find, making his way to a nuclear power plant. Ben uses Ultimate Cannonbolt and with Kevin's help is able to trap P'andor back inside his suit, and deliver him to a pair of Plumbers who offer to take him back to his home world. Unfortunately, Aggregor intercepts the Plumbers' ship in space and recaptures P'andor.

After ambushing Ben at his house, Ra'ad (one of the aliens who were captured by Aggregor) after a short fight is thrown into a pool by Jetray. Electrocuted, he awakes in Los Selodad and blames Ben for letting Aggregor recapture the other four aliens. Aggregor has been tracking them through the Ultimatrix as a homing beacon each time it scans one of them. While trying to resist being scanned by the Ultimatrix, Ra'ad causes it to malfunction, and puts himself inside it, trapping both his and Ben's consciousnesses in the same body and turning off the Ultimatrix when Aggregor comes to capture Ra'ad, and Gwen uses a nonverbal teleportation spell to take them away after a brief fight. Despite Ra'ad's protests, Gwen and Kevin reactivate the Ultimatrix, and separate them. In doing so, they alert Aggregor to their location. Ra'ad flees, leaving the others to be wiped out by the Osmosian. After Kevin scolds Ra'ad for his cowardice, he decides to surrender himself to save Ben, and is recaptured by Aggregor. After the battle, Ben swears that he will do whatever it takes to save the captured aliens.

Note: Gwen had used a high-level nonverbal teleportation spell.

Ben saves actress Jennifer Nocturne from a group of thugs and she is immediately smitten with him, much to Julie's chagrin. However, Ben's only interest is in Captain Nemesis, Ben's hero, who shows up moments after Ben defeats the thugs. Nemesis was actually responsible for hiring the thugs, having hoped to boost publicity by rescuing Jennifer. He tries again by releasing a group of dangerous robots led by Computron, only to be upstaged by Ben. After Ben casually comments on having defeated more of the robots than Nemesis, Will Harangue twists his comments into doubts about Nemesis' abilities. Nemesis decides to hold a friendly test of skill between them, and Ben again comes out on top. Finally pushed to the edge, he captures Julie and Jennifer, daring Ben to try and save them. Ben rescues Julie and they get back together again, while leaving Jennifer to Kevin and Gwen, then defeats Nemesis (now calling himself Overlord). Overlord is arrested, while Gwen is quick to discourage Jennifer from getting close to her most recent male rescuer. Will Harangue reports about Captain Nemesis' actions stating that a good man did bad things in order to stop "the menace that is Ben Tennyson."

With his new powers, Aggregor easily defeats Ben and his friends. Azmuth tells Ben that Aggregor intends to steal the Map of Infinity, a complete map of the entire universe. With it, he'll be able to find the Forge of Creation, the birthplace of the universe. He further explains that Aggregor stole the five aliens' powers to protect him from the traps guarding the map, which was split into four pieces by Professor Paradox. In order to keep him from assembling the map, the team tries to take the first piece of the Map of Infinity first, which is at Mykdl'dy (A Necrofriggian (Big Chill's species) colony world made entirely of fire and ice. After a battle with the Necrofriggian guards, they go through the temple that houses the piece, getting past the traps, but are unable to retrieve the piece after Ben (as Fourarms) and Kevin are holding a door up, and Gwen is knocked out by a poison spike. Aggregor appears and thanks them for disabling the traps for him, and in a boost of anger, Ben holds the door himself, allowing them to escape.

Ben's childhood bullies, Cash and J.T. start a TV show with Oliver (who was fired by Will Harangue after what happened in "Video Games") as their cameraman, in which they claim to be the brains behind Ben's success as a hero. Ben, Gwen, and Kevin agree to play along after a sob story from the duo. Monitoring the broadcast, Vilgax's former assistant Psyphon is convinced the boys are responsible for his master's defeat and decides to kill them. During a mission to recover a Power Decoupler from the Forever Knights, Psyphon attacks, having augmented his abilities with Vilgax's technology and unleashes some R.E.D.s (Robotic Extermination Devices). Cash and JT are forced to admit their duplicity on camera to save themselves, so Psyphon turns his attention back to Ben. Ben cannot overcome him, even as Ultimate Spidermonkey, so Cash gets the idea to use the Power Decoupler on Psyphon, draining his power. Ben then knocks him out. Unfortunately for the duo, their act of heroism goes unnoticed, the weapon having knocked out the camera before firing, and their earlier confession has alienated their fanbase. Oliver leaves telling the boys that the show is over.

Azmuth was upset at Ben's failure to protect the first three pieces of the Map of Infinity, teleports Ben, Gwen, and Kevin to the fourth piece's location: a deadly artificial planet known as Perplexhahedron, created by Professor Paradox to destroy anyone who enters it. Ben, Gwen, and Kevin manage to fight their way through the traps. They are separated, and Gwen encounters Aggregor, but he simply ignores and leaves her in a freezing room. After that, Ben and Kevin accidentally find her there, then Gwen and Kevin kiss. They reach the Sentinel, who gives them the final piece. When the piece is taken, the whole planet starts to fall apart. The Sentinel stays behind, content that he has fulfilled his purpose in life, but Ben insists on rescuing him. However, Aggregor has found the Sentinel by the time Ben returns, and in the ensuing battle manages to take the final piece of the map from Ben, because he carried it back with him and dropped it. After getting back to the ship, the Sentinel, dismayed that his life amounted to nothing, vanishes into thin air. Though they've lost the battle, Kevin assures Ben that the war isn't over.

Azmuth is still upset with Ben, Gwen, and Kevin for letting Aggregor get all of the four pieces of the Map of Infinity. Ben resolves to become Alien X to get Bellicus and Serena to cooperate. When this fails, Paradox arrives and changes Alien X back to Ben. After a brief argument, Paradox and Azmuth explain that the Forge of Creation is where all Celestialsapiens (Alien X's race) are born, and Aggregor hopes to absorb the powers and abilities of a newborn Celestialsapien and become omnipotent. Paradox takes them to the Forge of Creation, where an accident pulls Ben's ten-year-old self out of the timestream. After a few difficulties, past-Ben teams up with his future self to stop Aggregor. As they make their way through the Forge, they discover many Celestialsapiens in debate with themselves, and eventually a Celestialsapien egg. Aggregor reaches the egg at the same time the group does and takes everyone out with ease. In a last-ditch effort, Kevin absorbs energy from present-Ben's Ultimatrix, but the process drives him insane once again. He is now mutated like his old self, but has the new aliens instead of the old ones, becoming Ultimate Kevin. Kevin easily defeats Aggregor before absorbing his stolen power and attempting to kill him, only to be met with opposition from Gwen and both Bens. Past-Ben manages to get through to Kevin, who spares Aggregor's life before flying away, claiming he will not be so merciful next time. Paradox arrives at that moment to take them home before the other Celestialsapiens wake up, since he is not supposed to be near them, and return past-Ben to his own time period. Paradox claims that past-Ben will dismiss the entire experience as a dream while present-day Ben resolves to stop Kevin.

Omnitrix alien debuts: Heatblast (10 year old Ben, Ultimate Alien debut), Wildmutt (10 year old Ben, Ultimate Alien debut), Four Arms (10 year old Ben), Stinkfly (10 year old Ben, Ultimate Alien debut)

Argit travels to Earth to borrow supplies from Kevin for a scam, where he discovers Kevin's condition and is nearly killed by the insane and vengeful Ultimate Kevin. Ben and Gwen send Argit to the Plumber's Academy to protect him from Kevin. While there Argit meets up with the Vreedle brothers (this particular set is training to be Plumbers to avoid being assassinated by their father again), where he explains that their father sent him there to rig their grades.

Ben, Gwen, and Kevin go out into the wilderness for a camping trip. During a car race between Ben and Kevin, a strange pod falls from space. While trying to open the pod, Gwen cuts her hand on it. The pod then opens to reveal a beautiful, dark green-eyed, blonde-haired girl. Gwen gives the girl some of her spare clothes and the girl reveals her name to be Eunice, though she doesn't remember anything else. As the camping trip continues Eunice is revealed to have a strange connection to nature and Ben begins to develop romantic feelings for Eunice. Sunder then arrives on Earth on a mission to find Eunice. While Ben tries to take Eunice to see the ravine, Sunder appears and Ben and Eunice are separated. Ben, Gwen, and Kevin find Eunice at the ravine where Sunder activates a button on her neck, which turns her into a cylinder-like device (presumably an Omnitrix core). Ben stops Sunder from escaping with Eunice and Kevin returns Eunice back to her human form. As Eunice interrogates Sunder about her past, Azmuth appears and tells them that Eunice is actually one of his earlier prototypes of the Omnitrix, known as the Unitrix,(Uni as in one as opposed to Omni as in all.) and when Gwen had electrocuted her hand on the pod, the Unitrix absorbed her human DNA, creating Eunice, and that Sunder was freed from the Null Void by him to retrieve the Unitrix for him. Ben convinces Azmuth to not put Eunice into storage but to instead put her on Primus. Before leaving, Eunice gives Ben a blue-violet flower as a token of her intense romantic affections, and for him to remember her by.

Baz-L is on a distant planet where he is stealing some valuable gems from some temple statues. Later, the temple guardian worshippers attack Baz-L. Ship suddenly hears Baz-L's cries for help, and leaves Julie to help his old owner. Julie ask Ben for help to locate Ship, who left to help Baz-L. However, their break-up makes things difficult, but Gwen and Kevin agree to help Julie. Ben realizes his mistake, so he transforms into Jetray and flies into space to chase after the Mecha-Vehicle. Gwen, Kevin, and Julie find Ship. Ship refuses to go back to Earth without saving Baz-L first. Ben arrives on the planet. Kevin tells Ben that the reason Julie broke up with him was because he was being a jerk.

Zarcovia's soldiers has found the frozen body of Dr. Viktor (after the events of Absolute Power, where Ultimate Kevin attacked and absorbed his abilities). Prince Gyula and King Xarion want to see this weapon, Gyula wants to control Dr. Viktor to use him against rebels in their civil war, but Xarion tells him not to, King Xarion asks for help from Ben, Gwen, and Kevin and explains what Gyula is trying to accomplish. When they find Dr. Viktor's corpse, they are found by Gyula's soldiers, while fighting them, Dr. Viktor's ice block begins to melt and he breaks free, Gyula reveals that Dr. Viktor is under his control. Dr. Viktor defeats Ben, Gwen and Kevin and imprison them, along with King Xarion.

Gwen manages to free Xarion, but he takes an unconscious Ben for his own plans. He conducts an experiment on Ben using AmpFibian's electrical abilities, Dr. Viktor, and himself, but Prince Gyula interferes in order to stop Xarion from taking control of Dr. Viktor. Unfortunately, King Xarion's subconscious mind has been transferred to Dr. Viktor's body King Xarion, now calling himself King Viktor, starts hurting Prince Gyula. He releases Gyula as a last act of mercy, starts attacking the rebels, and is defeated by Heatblast, Gwen and Kevin. Gyula and his soldiers try to take King Viktor back, but Ben takes Gyula's device that controls his soldiers and sets them free. King Viktor swears to Ben to take revenge.

Jimmy Jones sees a meteor falling in a cave. He goes in the cave and an alien plant attacks him. He tells Ben and his team about it, but only Ben believes him. They go in the cave but, the plant isn't there. Jimmy offers some peanuts to Ben, but he says that he is allergic. The next day, Jimmy sees Ben going into the cave and talking to the plant. He takes a photo of that, but the photo isn't good, so Gwen doesn't believe him. Later, Jimmy goes to the supermarket and Ben, as Humongousaur, attacks him. Jimmy takes his bicycle and runs, but Ben becomes Cannonbolt and hunts him down. Jimmy goes to Gwen and Kevin and they all go to the cave. In the entrance of the cave they catch Jimmy and they take him to the plant.

The team goes to Gwen's house to find a solution to defeat Computron's minions from Dimension 12. When they go to Gwen's room, they find a dark-hair girl. Gwen's mother, Natalie, tells them that it's Sunny, Gwen's naughty cousin. They try to leave the house, but Gwen's mom insists they take Sunny with them. The team takes Sunny to the mission but, they left her in Kevin's car. They go to fight the robots. Ben becomes Four Arms. Sunny gets bored in the car, and she follows them. She destroys the robots with ease. Sunny is very happy, but the team is looking at her strangely. Gwen tells her mother that Sunny is an Anodite, much to her surprise and disgust.

An old man named George watches TV. In fact, he is actually watching some Forever Knights live. The group of Forever Knights that he is watching tries to break an ancient seal. The Knights headed up by Sir Reginald knew that behind that seal was the secret of the First Forever Knight, and possibly a cache of alien tech. A squire named Winston tries to tell Sir Reginald that this is a bad idea, but they ignore him and continue to break the seal. A bright light suddenly shone from the cracks in the seal. Old Man George runs away from the TV and leaves his home. The team goes to the place that the Knights were and encounter another Forever Knights group led by Sir Cyrus (who claims that his group is much different from the Forever Knights led by Patrick, Urian and Driscoll). Gwen finds that a monster was sealed there.

When Ben, Gwen, and Kevin battle Trombipular, an elephant-like alien, they are summoned to Plumbers Academy to go under training. They create a good friendship with an alien named Tack and Ben dislikes the drill instructor, Magister Hulca, that is being targeted for revenge by a menacing Tetramand.

Following a visit from Paradox after a fight with Eon, Ben 10,000 arrives twenty years from the future to seek the aid of his sixteen-year-old past counterpart in tracking down Eon. It is revealed that Eon is actually an adult Ben from an alternate world, and that he wanted to destroy all of the other Bens to become the one and only Ben Tennyson.

The secrets of Area 51 are revealed to Ben Tennyson by Colonel Rozum after Old George infiltrates and destroys it, setting free the 775th prisoner.

Driscoll, Urian, Enoch and Patrick are all sitting in the same room, eyeing each other with utmost loathing. Chaos erupts when Driscoll angrily berates that Urian is wasting his time by calling him in at dead of night, accompanied by the "heretics", until Old George arrives. He scolds them for separating the Forever Knights into different factions. Incensed, Driscoll warns George to "choose his next words carefully". He then orders his knights to attack Old George for his insults but are helpless against Old George's more technologically advanced Forever Knight bodyguards. Driscoll then attacks Old George himself but is defeated with very little effort by Old George. Then, Old George reveals his identity and Driscoll kneels before him, calling him "Founder of Our Order, The Original Forever Knight", followed by the other Forever Kings and their knights. Old George unites the Forever Knight factions into one and vows to rid the Earth of all aliens. Pierce, whose identity is hidden by an ID Mask, is romantically flirting with a girl but a group of Forever Knights come and demand that he leave Earth. They break his ID Mask, scaring the girl away and then kill him when he refuses to leave Earth. Meanwhile, NRG, Gwen, and Kevin are fighting Trumbipulor, who has escaped the Null Void. Despite their efforts, he escapes as Argit arrives in a shuttlecraft. He explains that the Forever Knights are trying to make him and other aliens leave Earth, and he needs their help to convince them to let them stay. Despite their lack of trust in him, they decide to look into his story. Finding that a few hundred aliens have indeed "left", they go to a Forever Knight castle to investigate. However, they accidentally activate the castle's security alarm; releasing another Dragon Robot, far much stronger than before. Lodestar and Kevin easily destroy the dragon. The group head to an alien food market to investigate and talk to the butcher Mr. Baumann to find out why the aliens are leaving. Mr. Baumann tells them that he has no idea, so Ben, Gwen and Kevin leave. They sneak back in and it is then revealed that he has been hiding an alien family from the Forever Knights. Mr. Baumann tells the gang that the Forever Knights have been attacking aliens on Earth. The team decides to set a trap and wait for the Forever Knights to show up at the date that a supply ship for the alien food market is coming. Soon, the gang is watching over a bunch of aliens as the supply ship comes, but some of George's knights arrive and attack the team. Ben (as Upchuck), Gwen and Kevin try to fight them off, but the Forever Knights outnumber them and a Plasma Beam Tank drives in and easily defeats Ben, Gwen and Kevin.

Simian accidentally unleashes a Xenocyte Queen which orchestrates an invasion of the Arachnachimps' planet. When Eunice goes missing, Ben, Gwen, and Kevin end up helping Simian liberate the Arachnachimps' planet from a DNAlien version of the Arachnachimp Mizaru.

The ultimate aliens inside Ben's Ultimatrix demand their freedom and end up sucking Ben into the Ultimatrix. While Gwen assumes her inner Anodite form as her astral projection to enter the Ultimatrix to help Ben, Kevin travels to planet Galvan Prime to convince Azmuth to help.

The gang look into the Pacific Garbage Vortex when some people have gone missing. When they arrive, they find the missing people and two agents sent by Colonel Rozum while dealing with giant seagulls and a sentient Trash Monster.

Ben travels to Rex's reality. After quarrels with each other, the two finally work together to stop a threat once created by Rex's older brother, Caesar, the Alpha Nanite.

Omnitrix alien debuts: Upgrade (10 year old)

Vilgax and the Flame Keepers' Circle fight against George and the Forever Knights along with Ben Tennyson. Vilgax gets Dagon's heart and ends up being sucked into Daigon's own parallel dimension.

Techadon Weapon Master 13 arrives on Earth and demands to have the Ultimatrix. A malfunction grants Gwen and Kevin the forms and abilities of some of Ben's aliens.

Darkstar romantically charms Charmcaster and uses her magical strength and energy to his own evil advantage to absorb all of the infinite amounts of mystical mana from Ledgerdomain. Meanwhile, Gwen and Kevin have a disagreement over the protection of one of her spellbooks.

Dr. Animo returns with a plot to transform eggs into pterodactyls.

The Forever Knights battle Daigon's Esoterica and Ben's plan to help the knights fails as they are, too, intent on fighting him to listen to reason.

The monstrous squid declares his intent to conquer Ben's universe, and summons the Esoterica to destroy the heroes. Despite debuting his Ultimate Way Big form, Ben fails to defeat the extradimensional fiend, who proceeds to destroy Sir George by electrocuting him with dark lightning. All seems lost until Vilgax returns, capturing Diagon by Psyphon's power-absorbing machine. Before the heroes can stop him, Psyphon proceeds to transfer Dagon's power to Vilgax, making the galactic conqueror into a nearly-unstoppable force. Gwen warps Ben, Kevin and herself into the Plumber's base in Mount Rushmore to hide from Vilgax, but the newly-empowered villain tracks them down and has his horde of Esoterica attack. Gwen uses the base's defenses to repel the brainwashed humans, but Vilgax personally attacks the base and disables both Gwen and Kevin. Confronting his old foe, Ben wields George's sword, Ascalon, and uses it to drain Dagon's power from Vilgax. Reverted to his original form, Vilgax tries to corrupt Ben, asking what he plans to do with the combined power of Ascalon, Diagon, and the Ultimatrix. Ben declares his intent to revert the Esoterica into humans, but Vilgax derides him for thinking "too small"; with his new power, Ben could destroy all evil in the universe. Gwen and Kevin both encourage Ben to resist Vilgax's temptation, and Julie (in Ship's armor mode) arrives to further sway her friend away from the path of tyranny. Ben demands quiet as he considers his options, and after remembering his adventures, he uses his infinite godly abilities to transform the Esoterica back into humans. To everyone's surprise, Azmuth appears before them and asks Ben to return Ascalon and the Ultimatrix to him. Ben wonders if he has not yet proved his worthiness to the diminutive alien, but Azmuth corrects him; the Ultimatrix is no longer worthy of him. He gives Ben a new version of the Omnitrix; the "true" version Azmuth has been developing ever since he gave Ben the prototype six years ago. Cryptically suggesting that Ben may get the Master Control at a later date ("Perhaps on your eighteenth birthday"), Azmuth disappears, leaving the heroes to bask in victory. Afterwards, Azmuth deactivates the Ultimatrix because it was merely a prototype.