Carl Nesmith

Captain Nemesis, later known as Overlord, is a character introduced in Ultimate Alien episode Hero Time. Originally a famous human super-hero known as a great American icon, as well as Ben's idol, but later became a greedy gloryhound and freud. After a jealous rivalry with Ben as a hero however, Nemesis eventually turned jealously insane and became the supervillain Overlord. He 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 gone over the edge - the brainwashed Superman from Batman Beyond, the paranoid CIA agent Kent Mansley from The Iron Giant and the jealous Dr. Wilson Croft from Flubber.

Ultimate Alien
Captain Nemesis was introduced in Hero Time, though it was made obvious that he had been active as a vigilante since a long time (before Ben were ever born according to him). A famous super-hero and a great American icon according to most characters, his long services as a vigilante made him rich and famous, having his own weapon-making company and comic book series. In reality, he's really a greedy glory hound fraud who stages all criminal activities he seemingly stopped in order to get fame and fortune, though his agent implied he has been a true hero in the past. Unlike Ben, he is shown to be greatly estimated by Will Harangue, a fan who described him as a "true American hero", a patriot.

In his first appearance, Captain Nemesis organizes a faked kidnapping on young movie star Jennifer Nocturne in order to save her and come back on the first page of the news. However, the faked kidnapping was mostly stopped by Ben before he arrived, causing Ben to get most of the credit. This, plus Jennifer kissing Ben in front of the media, caused Captain Nemesis to grew jealous against Ben, despite the boy's admiration for him. After a second attempt to get back credit was once again unwillingly spoiled by Ben, the older hero 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's disfunctionment, he ended up being humiliated by Ben as Fourarms, definitely ruining his image.

After his defeat against Ben, Captain Nemesis turned insanely rancourous toward the younger hero, and upgraded his armor in a dangerous way in order to get revenge on him. He then kidnapped both Jennifer Nocturne and Julie Yamamoto, using them to bring Ben and fight him again. After a brief fight with an rampaging Ultimate Humongousaur, he put both girls in death danger, intending to force Ben to choose wich one save. Ben eventually saved Julie as Goop, while Gwen and Kevin took care of Jennifer. Ben was then eventually able to defeat the former hero by cooling down his armor as Water Hazard. 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 Captain Nemesis was dead. Will Harrangue later backed up Overload by blaming Ben for corrupting a great heroic soldier into a monstrous terrorist. He might escape from jail and come back with a new armored suit with the N on his chest replaced with an O.

Powers and abilities
Captain Nemesis had no powers by himself, instead relying on a powered armor to fight crimes. The armor basically gave him super-strength and high durability, along with a grappling hook that allowed him to swing from building to building. Various other equipment could be added, such as boosters to make him faster. However, the armor was complex and heavy. He needed an entire staff of technicians to help him put it on.

After his upgrade as Overlord, he displayed much greater strength, speed and durability, as well as new powers such as flying and shooting lasers from his hands. However, as a side effect, the armor grew hotter each time he used it, and, according to Kevin, would have blown up and kill him if Ben hadn't stopped it.

Trivia

 * The fact that he is wearing a cybernetic suit and was a hero is a reference to Iron Man of Marvel comics fame. Even his face also looked exactly like Tony Stark.


 * He 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:
 * 1) The brainwashed Superman from Batman Beyond (a long-time known superhero finally turned traitor)
 * 2) The paranoid CIA agent Kent Mansley from The Iron Giant (an ally of the U.S. who views the protagonist as a threat)
 * 3) The jealous Dr. Wilson Croft from Flubber (the protagonist's equal counterpart who is jealous of the protagonist gaining all the attention)
 * He could also be a a reference to the character of Jim Phelps from the film Mission: Impossible, who was a long-time veteran ally who eventually became disillusioned with his work and turned against his own country as a terrorist.