Carl Nesmith

Carl Nesmith, also known as Captain Nemesis and later known as Overlord, is a character introduced in Hero Time. Originally, he was a famous human super-hero, as well as a great American icon and Ben's idol, but in reality, he is just a greedy gloryhound and a fraud. After a jealous rivalry with Ben as a hero, Nemesis grew insane with jealousy and changed his name to Overlord before joining Will Harangue in his smear campaign against Ben.

Early Life
Captain Nemesis has been active as a hero since a long time ago (According to him, before Ben was born). A famous superhero and a great American icon according to most characters, his long services made him rich and famous, having his own weapon-making company and comic book series. In reality, he's really a gloryhound and a fraud who stages all criminal activities he seemingly stopped in order to get fame and fortune, though his agent implied he was a true hero in the past. Unlike Ben, he is shown to be greatly admired by the anchorman Will Harangue, who described him as a "true American hero."

Ben 10: Ultimate Alien


In Hero Time, Captain Nemesis organizes a fake kidnapping on Jennifer Nocturne in order to save her and make a come back to front page news. However, the fake kidnapping was almost entirely stopped by Spidermonkey before Captain Nemesis arrived, causing Ben to get most of the credit. This, plus Jennifer kissing Ben in front of the media, caused Captain Nemesis to grow jealous of Ben, despite Ben's admiration for him. After a second attempt to get back credit was again unwittingly spoiled by Armodrillo, Captain Nemesis proposed a "friendly competition" between the two of them to see who was the best. Though he was able to win one test thanks to an Ultimatrix malfunction, he ended up being humiliated by Four Arms, ruining his image.

After his defeat, Captain Nemesis was jealous and rancorous toward Ben, and upgraded his armor in a dangerous way in order to get revenge on him. He then kidnapped Julie and intercepts Jennifer's helicopter. He uses them to bring Ben to him for a rematch. After a fight with Ultimate Humungousaur, Captain Nemesis endangered Julie and Jennifer's lives to force Ben through a "no-win" situation game. Goop saved Julie, while Gwen and Kevin saved Jennifer. During the fight, Captain Nemesis expressed a disgust and disillusionment for having "wasted" his life saving pathetic souls like Ben, and renamed himself Overlord, stating that Captain Nemesis is dead. Water Hazard was able to defeat him. He is then arrested by the police.

In Catch a Falling Star, Nesmith escapes from federal prison with aid from Jennifer Nocturne and wanted revenge on Ben. Then with Jennifer Nocturne they go to a Motel were Jennifer dyed her hair black. Later, Nesmith confronts Ben and they have a hand-to-hand battle with Nesmith losing. He later goes to a veterinary named Dr. Pervis to get plastic surgery, but he ends up killing Dr. Pervis afterwards, and later on the road he kills a truck driver and leaves a letter to Ben stating that he's going to the Nemesis Corporation building.

At Nemesis Corporation, he wounds and kills some police officers. He reaches the elevator and inputs a code to a secret floor where he activates a bigger Power Armor but gets interrupted by Ben and Gwen. He then attacks them with his gauntlet, injuring Gwen in the progress. Ben then transforms into Eatle and defeats Nesmith, causing Jennifer Nocturne to wear the power armor. After his defeat, he surrenders and gives himself up to the police.

Ben 10: Omniverse
In The Vengers, he was first seen in a flashback, when Kangaroo Kommando tried to explode a bomb on a building. As soon as he appeared everyone started celebrating him even the 11 year old Ben Tennyson. While he was interviewed by Will Harangue, Kangaroo Kommando became angry because nobody listened to him and he explodes the bomb. The people however, were saved by XLR8. Seeing that XLR8 gets all the attention he started to get jealous.

At the present, Carl meets Kane at the jail, and presents a new entrepreneur: Billy Billions, who wants to form a group with them. With Billy's help they both got new and more powerful armors.

After the Vengers became more popular than Ben himself, he and North started to compete to see who is the more popular. It just got worse when they wanted to rename the group and the Nemesis Tower and the Billions Tower started to shoot each other. However all this was transmitted live by Harangue which caused all of Bellwood to know the truth about the Vengers. When the police arrived the whole group escaped.

Powers and Abilities
Captain Nemesis had no powers by himself, instead he uses a powerful battlesuit. However, the armor was so complex that he needed his staff of technicians to put it on. The armor enhances his strength to an unknown degree. It also provides him protection against damage.

The suit can be equipped with jet boosters that are used for flight or increased speed.

The gauntlets' palms can harness yellow energy for projection of blasts or for stronger punches. The beams are adjustable for narrow or destructive emission.

A gauntlet has a hidden grappling hook launcher for restraining opponents.

After his upgrade in which he boosted the core, he displayed much greater strength, speed and durability, as well as projecting red energy blasts from his palms. However, as a side effect, the armor grew hotter each time he used it, and according to Kevin, the suit would have blown up and killed him if Water Hazard hadn't saved him from it.

Ben 10 Ultimate Alien: Cosmic Destruction
Captain Nemesis appears on Ben's second Trip to Rome, where he reveals that he was the one spying on Ben and leaking battle footage of him to Will Harangue. Ben appeared to Captain Nemesis and he is angry at him that Ben once again one-upped him. When fighting Ben, Captain Nemesis powers himself up by using the piece of the Potis Altiare that Enoch used. After Ben defeats Captain Nemesis, Captain Nemesis collapses from exhaustion.

Console Strategy
Captain Nemesis serves as the mini-boss of the Colosseum level. He is a pretty easy opponent. Captain Nemesis attacks by firing lasers and melee attacks. While some of his attacks cannot be blocked, they are all avoidable. Overall, dodge his attacks and keep attacking until he is defeated. The easiest way to beat him is to turn into NRG, and continuously blast him with a radiation beam.

Ben 10: Ultimate Alien

 * Hero Time (first appearance)
 * Catch a Falling Star

Ben 10: Omniverse

 * The Vengers (first re-appearance)

Trivia

 * Carl has a strong resemblance to Adonis from Teen Titans, as well as similar facial features to that of Warp in the same show.
 * Carl is voiced by Christopher McDonald, and the character is apparently a pastiche of McDonald's previous corrupt antagonist characters who were all a force for good that have gone over the edge:
 * The brainwashed Superman from Batman Beyond (a long-time known superhero turned villain upon being controlled by Starro)
 * The paranoid CIA agent Kent Mansley from The Iron Giant (an ally of the U.S. who views the protagonist as a threat)
 * The jealous Dr. Wilson Croft from Flubber (the protagonist's equal counterpart who is jealous of the protagonist gaining all the attention)
 * The jealous golfer Shooter McGavin from Happy Gilmore.
 * In Cosmic Destruction, as Captain Nemesis takes damage, pieces of his armor fall off.
 * Carl's new face after plastic surgery slightly resembled his voice actor Christopher McDonald, especially the new thick lips and the bags underneath the eyes.
 * In Arrested Development, Carl was briefly mentioned by Ben, Billy, and the press.