The Ultimate Sacrifice

The Ultimate Sacrifice is the thirty ninth episode of Ben 10: Ultimate Alien and the seventh episode in the third season.

Plot
Ben as Humungousaur and the rest of the team are fighting a robot in the middle of the streets. After the robot takes out Kevin, it strangles Humungousaur. So Ben switches to Ultimate Humungousaur to fight the robot, and procides to annihilate it, both Gwen and the Robot beg Ben to stop only for Ben to angrilly shout out that he's not Ben.

Suddenly Ultimate Humungousaur attacks Gwen and Kevin, Gwen gets worried and notices that Ben's eyes are red. She tells Kevin that she thinks that Albedo might be controlling him, but Kevin thinks he just hit his head.

A conversation between Ben and Ultimate Humungousaur follows. They keep arguing about whose body it is. Kevin gets annoyed and hits Ultimate Humungousaur with a car so hard that he flew far away. Gwen thinks she could turn him back to Ben and uses her spell book to find the right spell.

After she uses the spell they see Ben (no longer Ultimate Humungousaur) hitting himself with his eyes still glowing red. Gwen uses a sleeping spell to put him to sleep but he turns back into Ultimate Humungousaur. Kevin ties Ben up with metal cables and Gwen calls Dr. Borhez, a therapist, to see what's wrong with Ben.

She asks him if he has issues with his mom when he was young (Freed Ultimate Humungousaur replied that his mother tried to eat him beofre he even hatched). She tries to hypnotize the two personalities so that they can resolve their issues in their sleep and asks what he dreams of.

Freed Ultimate Humungousaur answers and says that he's going to kill Ben. He suddenly wakes up, breaks his arm free from the steel wires and chokes himself, attempting to kill Ben. His eyes glow green and Ben shouts out that he's killing both of them. Dr. Borhez gets scared and runs away asking them to pay for her work later.

Ben starts saying that his head is hurting. Ultimate Humungousaur glows red and Ben disappears, and leaving behind the Ultimatrix apparently turned off. Ben goes inside the Ultimatrix thinking that he is dead. Meanwhile back to Gwen and Kevin, Gwen argues with Kevin about how to get Ben back. Kevin figures out that Ben is inside the Ultimatrix.

Gwen thinks that they should go in after Ben but Kevin thinks that they would be trapped in forever. He decides that she can take the risk if she wants to but she has to be careful so she sent her Anodite astral projection form into the Ultimatrix, while he goes and finds Azmuth for help.

Back to Ben, he is convincing himself he can't be dead because of his heroism and his handsome face and charms, when suddenly a short earthquake comes and from under the earth come out Ultimate Echo Echo, Ultimate Spidermonkey, Ultimate Swampfire, Ultimate Cannonbolt, Ultimate Big Chill and finally Ultimate Humungousaur. Ben is shocked and Ultimate Humungousaur wanted to kill him to set the Ultimate Forms free. Ben quickly explains that they can't do that because they are all him. Ultimate Echo Echo calls Ben a liar, and screeches at Ben. Ultimate Swampfire said that they have brains and hearts like any other life forms have and that they are all alive.

Ultimate Spidermonkey webs up Ben and Ultimate Humungousaur drags him away, intending to throw him into a fire pit which will kill him and set them all free.

Ben turns into Ghostfreak to free himself from the web and tells them that they could try all they want. He tries to posses Ultimate Humungousaur, but can't.

Ultimate Big Chill uses his ice flames on Ghostfreak to freeze Ben (Ben as Ghostfreak couldn't escape as both of them were intangible), so Ben turns into Heatblast to melt the ice, then transforms into Brainstorm and runs away. Ben transforms into Diamondhead and fights them.

They all hit him together, so he is forced to turn back to Ben. Gwen's Anodite form comes and takes them out to save Ben. Ben says that he had enough of being nice to them and turns into Way Big and throws Ultimate Big Chill and Ultimate Echo Echo into an Ultimatrix like building and slams the others down into the ground. Ultimate Humungousaur calls out a retreat, Ultimate Big Chill questions his retreat idea but decides to do it anyway.

Meanwhile Kevin was flying the Rust Bucket 3, approaching Galvan mark II when a giant hologram recording of Azmuth's head appears warning that if the unidentified ship came any closer, it would be destroyed. Kevin thinks that nothing will happen, but although he was able to dodge the automatic security system, he crashed the Rust Bucket 3 and blew it up.

He saw that Azmuth's tower is close but when he got closer to the door, a big Galvanic Mechamorph came and told Kevin he can't pass, so Kevin got ready for a fight. Back to Ben (as Way Big), he was walking around looking for a way out with Gwen flying next to him.

She tells him that her Astral form was the only way to get into the Ultimatrix. Ultimate Spidermonkey captures Gwen in a web, but she just burns it off. The Ultimatrix times out and Ben turns back into himself, so the Ultimate Forms ambush him and take him by force.

Gwen tries to get closer to save him but Ultimate Echo Echo throws his sonic disks at her which distracted her. Back to Kevin, he is still fighting the Galvanic Mechamorph. Kevin was getting defeated but during so, he tries to explain to Azmuth that Ben saved the world countless times, he said so that he could let him in to save him, his best friend.

Suddenly he sees Azmuth behind him telling the Galvanic Mechamorph to leave and tells Kevin that he will help. Back to Ben, Gwen was distracted by Ultimate Echo Echo's Sonic Doom attack. Ben was about to be thrown in a pit of fire by the Ultimates so that they could be set free.

Gwen gets really angry and blows up the disks. She starts unleashing more of her power, But Ben begs her to stop, because she could lose her humanity. She says that she will not be long under power surge (so she gets to keep her humanity) and tells Ben she is going to destroy all the ultimates.

The Ultimates realize their fate, but just before Gwen destroys them Ben orders her to stand down. He willingly wants to sacrifice himself so he can set his Ultimates free. Ultimate Humungousaur grabs Ben, takes him to the pit of laser fire. Ben asks Ultimate Humungousaur whether he could have a last word with Gwen. He hesitates but yet he trusts that Ben won't trick them.

So he lets him go to Gwen. He tells Gwen that he has to die. Gwen tells him not to do so but Ben tells her to keep quiet. He said that a true hero will sacrifice for the sake of others and that he must die if he wants to set the ultimate forms free to live their lives and then gives Gwen a goodbye kiss on her forehead (his mind was made up).

He walks slowly to the pit of fire with the Ultimate forms around him cheering with the word "Burn". Before Ben jumps in he stops to tell them that he never intended them to suffer. He takes one last breath, waits a little and then he jumps in.

The camera showed him waking up out of the Ultimatrix with Gwen, Kevin, the ultimate forms and Azmuth around him. He was confused and told Azmuth that he died, Azmuth tells him due to his heroic sacrifice the Ultimatrix set the ultimate forms free and spared Ben's life.

He also tells Ben, while fixing the Ultimatrix, that the glitch that caused the Ultimates to gain conciousness has been removed and they will now be a reflection of Ben as with all his transformations. This tell Ben that they are sorry of what had happened in the Ultimatrix, but Ben said he contained no hard feelings. Azmuth creates a portal to take him home and the ultimate forms to a planet that they would live in peace on.

Before they all left Ultimate Humungousaur apologizes to Ben and states that he wasn't as bad as he thought before leaving himself. Ben seems proud of himself by the expression on his face at the end of the episode and Kevin invites Ben and Gwen for a visit to Burger Shack. Gwen is surprised but Kevin says that it's the least he can do for his girl-friend and his best friend.

Major Events

 * A glitch in the Ultimatrix caused some of the Ultimate Forms to become sentient, trying to kill Ben, for they thought they were being enslaved.
 * Ghostfreak makes his debut in Ultimate Alien.
 * Azmuth fixes the Ultimatrix's faults in its design and takes the "freed" Ultimate Aliens to a planet to live in.
 * The Rust Bucket 3 is destroyed.
 * Kevin finally admits Ben is his best friend.
 * Ben regains Azmuth's trust.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Azmuth
 * Dr. Borhez
 * Mechamorph

Villains

 * Freed Ultimate Humungousaur
 * Freed Ultimate Swampfire
 * Freed Ultimate Spidermonkey
 * Freed Ultimate Cannonbolt
 * Freed Ultimate Echo Echo
 * Freed Ultimate Big Chill
 * Red Robot

Aliens Used

 * Humungousaur
 * Ultimate Humungousaur (out of control and controlled by the Freed Ultimate Humungousaur)
 * Ghostfreak (first reappearance since Alien Force)
 * Heatblast (cameo)
 * Brainstorm
 * Diamondhead
 * Way Big

Spells Used

 * Imperium Im Mentum (first used)
 * Somnus

Errors

 * While Freed Ultimate Humungousaur was about to say goodbye to Ben, his eyes were green instead of red.
 * Way Big was once again smaller than usual.

Trivia
.
 * This is the second time a reference to Hell was made.
 * The interior of the Ultimatrix looks like Galvan Prime.
 * This is the fifth situation that an alien took control over Ben. First was with Ghostfreak (in Ghostfreaked Out), second was with Big Chill (in Save the Last Dance), third was with Eon (in Ben 10: Race Against Time), and fourth was with Ampfibian (in Fused)
 * This is the first time Azmuth says a main character's name besides Ben or Max.
 * Probably, this episode should explain why Ben's eyes were glowing pink in Fame.
 * This is the first time Ultimate Echo Echo uses his screaming echo abilities like his devolved form (Echo Echo), instead of his Sonic Discs.
 * Even though the synopsis said that all Ultimate Forms want freedom, Ultimate Wildmutt and Ultimate Ben did not appear, although Ultimate Ben has yet to be used by the present Ben.
 * As a courtesy of Azmuth, the Ultimates have been taken to a nice planet to live on.
 * This is the first time Way Big appears in two episodes in a row (in The Perfect Girlfriend and in The Ultimate Sacrifice.
 * This episode features the most frequent usage of Ultimate Humungousaur.
 * Ben almost committed suicide because of the Ultimates.
 * Ben mentions that he was scared by a clown at the circus when he was four. This is presumably what led to his former fear of clowns.
 * This is the first time Heatblast shouts his name out in Ultimate Alien.
 * This is the second time Ben and Gwen have kissed each other goodbye, the first being in The Forge of Creation. Although on that occasion it was Gwen in human form kissing 10 year old Ben goodbye. This time it was Anodyte Gwen kissing 16 year old Ben goodbye.
 * Somehow, Ben could have an Ultimatrix inside the Ultimatrix.
 * This is the second time one of the boys were worried about Gwen in her anodite form. The first being War Of Worlds Part 2.
 * This episode is co-written by the late Dwayne McDuffie.