The Ultimate Enemy: Part 2

The Ultimate Enemy: Part 2 is the fifty-second episode of Ben 10: Ultimate Alien and the twentieth episode in the third season. It is the second part of the series finale of Ultimate Alien.

Plot
The episode starts off from where the previous episode, when the Team, Vilgax and Psyphon watch Diagon come after the Seal was broken.

The Esoterica come and attack Sir George. The Esoterica are too strong, so Gwen and Kevin are helping him. Ben, after becoming Jury Rigg, transforms into Way Big, then into Ultimate Way Big and fights Diagon. Ultimate Way Big throws Diagon into ground and destroys a dam. Then Ult. Way Big starts to shoot cosmic rays and disks, but fails to hurt Diagon. Gwen used Tur-bo to save Kevin from Esoterica and make a shield to protect them.

Diagon makes acid rain and defeatss Ben turning him back to normal. Then, George will fighting Diagon. Ben wake up from fainted and transforms into Wildmutt and then into Ultimate Wildmutt. Ben helps Gwen and Kevin battled Esoterica. Then, Esoterica is defeated.

Vilgax and Psyphon prepare a machine that can absorb a creature's power (as seen in Vengeance of Vilgax: Part 1). Vilgax using this machine again to absorb Diagon. Ben, as Chromastone saving George from Diagon's laser by absorb energy ability, and then shooting ultraviolet rays to Diagon. Chromastone has no energy again, so he can't shooting ultraviolet again. Then, Diagon punching Chromastone into the ground. Diagon it's so angry, and firing a red thunder to Sir George. Sir George back into old and death to be a dust.

Vilgax and Psyphon comes and want to absorb Diagon. Diagon, who was be tricked by Vilgax is angry and shooting lasers to them. But the machine is too strong, so Diagon is absorbed. Ben, Gwen and Kevin tries to stop them, but Vilgax doesn't hear the team and absorbing the machine. Vilgax shooting lasers to the team, but the team teleport to Plumber's base (as seen in Ben 10 vs. the Negative 10: Part 2).

Vilgax asked to Esoterica to attack the base. Gwen sets the base to shooting lasers to Esoterica and makes to be defeated. Then Vilgax attack the base. Ben takes the Ascalon and automatically wears the armor. Vilgax firing energy blasta to Ben, but Ben reversing the energy blast with Ascalon and makes Vilgax to be tossed. And Ben stabbed Vilgax. Vilgax turns into his normal form. Vilgax tempts Ben into using Ascalon, the Ultimatrix and Diagon's power to rule the world. Ben will begin tempted, but Julie and Ship comes and asks Ben to stop it. Ben is confusing and remember all of his adventure. Ben returns all Esoterica to be human again. Julie kissed Ben and Gwen hugging him.

Azmuth comes with Ben returning the sword ascalon to it's creator. Then, Azmuth removes the Ultimatrix from Ben and giving him the new Omnitirx named Third Omnitrix. Ben is very happy and he asks to Azmuth that he wants the master control, but Azmuth says to Ben that he get it as a gift for Ben's 18th birthday.

Major Events

 * Ultimate Way Big makes his debut.
 * Sir George and Diagon are both killed in this episode.
 * Vilgax absorbs Diagon's powers.
 * Ben defeats Vilgax by using Ascalon.
 * Vilgax tempts Ben into using Ascalon, the Ultimatrix and Diagon's power to rule the world, but Ben later snaps out of it thanks to Julie.
 * Ben and Julie share their first on-screen kiss.
 * All of the Esoterica turn human again thanks to Ben with Ascalon.
 * Azmuth removes the Ultimatrix from Ben so that he could give him the Third Omnitrix.

Characters

 * Ben Tennyson
 * Ben 10.000 (Flashback)
 * Gwen Tennyson
 * Kevin Levin
 * Sir George (Killed by Diagon)
 * Azmuth
 * Julie Yamamoto
 * Ship
 * P'andor (Flashback)
 * Ra'ad (Flashback)
 * Bivalvan (Flashback)
 * Galapagus (Flashback)
 * Andreas (Flashback)

Villains

 * Diagon (Absorbed by Vilgax and killed by Ben)
 * Vilgax (Defeated by Ben)
 * Psyphon
 * Flame Keepers' Circle
 * Esoterica
 * Albedo (Flashback)
 * Darkstar (Flashback)
 * Aggregor (Flashback)

Aliens Used

 * Jury Rigg
 * Way Big
 * Ultimate Way Big (First and only appearance in Ultimate Alien)
 * Wildmutt
 * Ultimate Wildmutt
 * Chromastone

Trivia

 * This episode was dedicated to Dwayne McDuffie, one of the writers and story editors, who passed away in 2011.
 * After Ben defeated Vilgax, Vilgax turns back to normal in his Alien Force outfit, which is strange since he lost them in The Final Battle: Part 2 when he transformed into "Ultimate Vilgax."
 * This episode includes flashbacks from Alien Force and Ultimate Alien.
 * At the end of the episode, when Ben asks Azmuth if he can get Master Control for the new Omnitrix, Azmuth smiles and says that he might get it as a gift for his 18th birthday.
 * Azmuth reveals that the original Omnitrix and the Ultimatrix were prototypes and that the Third Omnitrix is the real Omnitrix that he had been working on for the past six years.