A Knight to Remember

A Knight to Remember is the forty-second episode of Ben 10: Ultimate Alien and the tenth episode in the third season.

Plot
Ben as Rath, Gwen, Kevin and the Plumbers are fighting the Flame Keepers' Circle. The Flame Keepers' Circle is planning to take Vilgax to Diagon's heart so that he may regain his power. During the conflict, the Flame Keepers' Circle detonates explosives in the warehouse they are fighting in and gets away. Kevin is able to capture on member and takes off his mask revealing Winston from the Forever Knights. Because he had been mind controlled by the Lucubra, Diagon was able to control him and anyone else who had originally been controlled by the Lucubra. They take Winston to the Forever Knights who are with Sir Cyrus and Driscoll. Ben confronts them and they fire on him. He turns into Fasttrack and steals their weapons then reverts to normal. Ben tells Cyrus about Wintson's membership in the Flame Keepers' Circle and Cyrus attempts to execute Winston. Ben stops Cyrus from executing Winston when he explains that the squire couldn't help himself. Ben demands to know what the Forever Knights have to do with Diagon and Driscol tell them the tale of Saint George a knight who fought the Diagon in the middle ages. Using his sword Ascalon, he ripped out Diagon's heart, but Diagon did not die, he was just not as powerful. George sealed the Diagon back into his own dimension. Ben then tells Driscol that he knows that George is alive and that he wants to speak with him.

Diagon then takes control of Gwen and explains to them that if Vilgax gets his heart, that he will be able to take control of the entire Universe. Driscoll takes the team into George's quarters. Gwen uses her mana powers to read calculus equations on the walls and figures out where Old George is. She tells the Forever Knights then they knock out Ben, Gwen and Kevin and lock them up.

Later on the knights find George at and invisible shrine, which travels between Diagon's dimension and ours, built by the Flame Keepers' Circle, and he tells his Knights he must get the heart. They go through the shrine and FKC Members jump out from statues and attack and outwit all of the Knights with their dimensional jumping abilities, but George just walks through all of them and easily knocking one of them out. He finds the heart pierced through his old sword and is about to grab it when a tentacle pulls him back. The dying Vilgax grabs the heart and returns to his normal form, then the sword falls into his hand as a forever knight suit grows on him. He gains new powers and takes out Edwards, Cyrus and the knights and FKC members with one blow from his right arm. Winston walks over to him (being controlled by Diagon) telling him that in order to be powerful enough to rule the Universe he must break the seal that the Lucubra was trapped in (this was a trick). The team is flying in the Rust Bucket 3 with a mentally disturbed Gwen when she gets a vision and sees Vilgax walking up to the seal, fighting the Knights as he goes. They begin to fly there but realize that they won't get there in time, Ben instructs her to teleport them. Kevin puts the ship on auto-pilot and begins arguing that Gwen is too sick, but Gwen says she can do it. She teleports them.

When they get there she is knocked out. Ben tries to get Vilgax to stop, saying that Vilgax doesn't know what he is doing, but Vilgax argues otherwise, and Ben then proclaims that he knows what he is doing as well, and he becomes Eatle. Eatle shouts his name and gets ready to battle but Vilgax shoots a very powerful beam at him and Eatle is knocked out. Kevin absorbs a forever knight helmet and tries to fight Vilgax but the villain easily counters him out by swinging his right arm and falls on Eatle, causing Eatle to revert to Ben's human form. Vilgax breaks the seal and Gwen crawls over to Ben and Kevin telling them to wake up. Ben wakes up and sees as Vilgax is screaming and gets sucked into Diagon's dimension. (That was the trick that Diagon was playing). As Gwen mentions that Diagon now has his heart, Old George regains conciousness as he picks up his sword, and is transformed, his armor is donned, and his youth restored, which reveals him to be the first knight.

Major Events

 * Eatle makes his first appearance, and Fasttrack makes his first non-cameo appearance.
 * Vilgax steals Diagon's heart and the Ascalon and then is sucked into Diagon's dimension.
 * Gwen teleports again, but it is still too much for her to handle.
 * Vilgax makes his first body re-appearance in Ultimate Alien.
 * Ben, Gwen and Kevin meet Sir George face to face.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Plumbers

Villains

 * Vilgax (Main Villain)
 * Gwen Tennyson (Controlled by Diagon)
 * Diagon (Controlling Gwen and Winston)
 * Flame Keepers' Circle
 * Conduit Edwards

Neutral

 * The Forever Knights
 * Sir George
 * Driscoll
 * Sir Cyrus
 * Winston

Aliens Used

 * Rath
 * Fasttrack
 * Eatle (first appearance)

Errors

 * After Ben took the knife from Sir Cyrus' hand he didn't have it on his hand.
 * In one scene, one of the five Plumber had purple eyes, instead he had black eyes.
 * When Ben was defeated as Eatle, he was on his back. After it, Kevin landed on him Ben was on his stomach and Eatle's Ultimatrix symbol was gone.
 * When Ben says "STOP" to George, Gwen's collar is the color of her skin.
 * In credits, Fasttrack's name misspelled "Fastrack".
 * When Ben is talking to Gwen in the Rustbucket III, you can clearly see that Kevin's hands are behind the controls instead of on them.

Trivia

 * This episode was originally supposed to air on November 25th, but was rescheduled due to the Ben 10-Generator Rex crossover.
 * This episode was Fasttrack's first non-cameo episode.
 * It was confirmed by IGN here.
 * Vilgax, Old George and Fasttrack's appearances were confirmed here.
 * The name is a reference to the book/movie A Night to Remember by Waltor Lord about the Titanic.
 * This is the first time Fasttrack and Eatle say something (just their names).
 * It aired in Australia on 22/10/2011.
 * This episode makes a mention of Saint George and the Dragon.
 * This is the second time Rath was seen crawling and pouncing like a Tiger. Albedo was the first, but this time, it's the first time for Ben.