Enemy of My Frenemy

Enemy of My Frenemy is the forty-fifth episode of Ben 10: Ultimate Alien and the thirteenth episode of the third season.​

Plot
Gwen Tennyson - using her Lucky Girl outfit - goes to Hex's lair to steal one of his spell books (like in Time Heals). However, the sorcerer noticed her presence and imprisoned Gwen in a force field that drains her powers, slowly crushing her.

Gwen explains that she wants to help Charmcaster and defeat Adwaita. Hex becomes appalled. She says that Adwaita is powerless since Aggregor stole the Alpha Rune. Hex takes the book and tells Gwen that the real name of Ledgerdomain has changed and constantly changes every few seconds.

Hex says that Adwaita probably regained the Alpha Rune and that Charmcaster is probably already dead. Gwen asks Hex to join her but he refuses saying that he won't join a suicide mission and that Spellbinder gave his life to save him and his niece so they could get out of that dimension. Hex allows Gwen to take what she needs, but grieving, asks Gwen to leave him alone.

Later, Kevin laughs at the fact that Gwen wants to return to Ledgerdomain to help Charmcaster free her people. Kevin says this is a mistake and that Charmcaster always tried to kill them, but he surrenders to the look of his girlfriend and prepares to turn on the Rust Bucket 3.

Gwen, using a laptop, uses an algorithm she created to help predict the true name of Ledgerdomain before it actually changes. After several attempts, she finally succeeds and the trio are back in Ledgerdomain. The team realizes that the place is different in appearance than the last time they were there.

However, Adwaita's stone bat-like creatures appear and attack them. Kevin reminds Gwen that her powers are stronger and she creates a force field. Ben has a plan and asks if she can tie them together with magic so they won't separate, then turns into Fasttrack and quickly outmaneuvers them.

However, Ben is trapped on a piece of floating rock and almost falls. Kevin says there is a cave nearby and tries to swing to there. Suddenly, a stone creature, named Ignatius, pulls them in and forces the creatures to retreat. Ignatius, a member of the rock monster species whom Charmcaster so readily uses, reveals that almost everyone was enslaved when Adwaita first took the throne.

A few months back, Adwaita disappeared, and the freedom fighters ended up disbanded as each member tried fighting to be the next on the throne. Ignatius continues saying he wanted no part in the bloodshed or the throne, and is one of the few freedom fighters left. He agrees to take the team to the stronghold of Adwaita.

On the way, they encounter Adwaita himself, stuck in a magical field and having his mana drained by a stone. Kevin throws the stone away and Gwen frees Adwaita, though binds him with a spell preventing him from using magic, and asks who put him there. Using no names, Adwaita claims a "Usurper" stole his throne. After some reverse psychology from Ben, Adwaita leads them to the Usurper.

Eventually, everyone comes to a place that has plenty of water and Kevin says that partnering with evil guys is a bad choice. While Kevin lists all the bad guys that they teamed up with that "tried to kill us", Adwaita utters a spell that frees him from his magical shackles, then enchants the water, causing a water creature to spring forth and attack the team. The water monster takes Kevin and Gwen, and severely injures Ignatius.

Ben sees Adwaita escaping and turns into Eatle and using his powers defeats the water creature. Ignatius tell the team not to worry, his injury will heal in a few short hours, but advises the team to continue with the plan and free everyone. Ben, Gwen and Kevin climb a rock and see Adwaita confronting the Usurper, which turns out to be Charmcaster.

She absorbs his soul and feeds it to her machine. Charmcaster, now in possession of the Alpha Rune reveals she knows the trio is there and that they might as well show themselves. She then explains that she's draining the power of all living beings existing in Ledgerdomain to resurrect her father.

Kevin says that her father is dead but Charmcaster says not for long. Charmcaster continues to reveal that everything she did leading up to the present had the sole purpose to help her resurrect her father. Gwen asks Ben and Kevin to stop the machine. Ben transforms into Eatle again and tries to eat the machine.

Realizing it's too big of a job for Eatle, so Ben changes into Chromastone. Chromastone is destroyed when he steps inside the stream of mana, slowly disintegrating into nothing. Ben then reappears falling to the ground, with an aura of mana surrounding him, and his soul being absorbed into the machine.

Gwen becomes terrified watching Ben dying, and Charmcaster uses the momentary distraction to try to kill Gwen, but Kevin shields her from the blast. His soul is also absorbed and Gwen in anger assumes her anodite form. Charmcaster, waiting for this, uses the alpha rune to absorb Gwens power and soul, further powering the machine.

Charmcaster calls the Diagon (which is called by the name Old One) with a spell, and offers up six hundred thousand souls, every living thing in Ledgerdomain. Using another spell, she steals the souls of everything in Ledgerdomain, and asks to bring her father back. With the offer accepted, Spellbinder returns to life. Not understanding how it is possible he is alive, he questions Charmcaster.

Revealing the price she paid for his life, Spellbinder disapproves of her attitude and of what she has done. He tells her he gave his life to allow her to escape Ledgerdomain and live a fairly normal life, but fears that because she returned to Ledgerdomain, she has become an even crueler tyrant than Adwaita was. Charmcaster starts to cry, and Spellbinder puts a comforting hand on her face. He tells her he loves her but that he can't stay in the world of the living knowing that his life was bought by the cost of so many others and, turning back into pure mana, disappears back into the rift he came from. Then Diagon, saying the payment must be returned, sends all the souls used back into their bodies.

Charmcaster is feeling empty because the whole life she has been chasing for something and now that thing is gone. The team decides to not apprehend her and leave her where she is. The episode ends showing Gwen caring about Charmcaster's feelings and Kevin agrees, saying that it ain't easy what Charmcaster is going through.

Major Events

 * Hex makes his Ultimate Alien debut.
 * Charmcaster's real name is revealed, which is Hope.
 * Eatle's powers are first introduced.
 * Ben, Gwen and Kevin are killed in this episode, then revived.
 * Spellbinder makes his debut.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Spellbinder
 * Ignatius
 * Hex

Villains

 * Charmcaster
 * Adwaita (briefly)

Other

 * Diagon/Old One (voice)

Aliens Used

 * Fasttrack
 * Eatle (x2)
 * Chromastone

Errors

 * When Spellbinder reprimands Charmcaster for what she did to get him out, the magenta circle on his chest was missing.
 * In the credits, it misspelled Dagon instead of Diagon and Addwayta instead of Adwaita.
 * In one scene, Eatle's back fin has a green line on it.
 * Spellbinder's voice in this episode is different from his voice in Where the Magic Happens.

​Allusions

 * The title of this episode is based on the saying The enemy of my enemy is my friend.