The Ultimate Sacrifice

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 Gwen and Kevin it strangles Humungasaur. He quickly transforms into Ultimate Humungousaur (with red eyes) and almost completely destroyed the robot. Gwen tells Ben to stop hurting the robot so much after it begged Ben to stop, suddenly Ultimate Humungasaur shouts out "my name is not Ben". Gwen gets worried and notices that his eyes are red and tells Kevin that she thinks that Albedo might be controling Ben,but kevin thinks he just hit his head. Suddenly his eyes get green and then we hear bens voice shouting "Get out of my head"! Then his eyes get red and sais it's my head and hits himself with his arm and then they keep on fighting about whos arm is whos so Kevin gets annoyed and hits Ultimate Humungousaur so hard that he flew so high and far away. Gwen thinks she could turn him back to Ben and uses the spell book to find the right spell. After she use the spell they see Ben (no longer Ultimate Humungousaur) hitting himself with his eyes still glowing red saying set me free. Ben's eyes glow green saying I don't know what your talking about and out of nowhere he turns back to Ultimate Humungousaur so Kevin and Gwen tied him up with metal wires. Kevin calls Dr. Bortez (a Therapist) to see what's wrong with Ben. She asks the Ultimate Humungousaur side first, did you have issues with your mom when you where young? He answers and says "She tried to eat me when I was an egg! "It was Bens sides turn to answer, he said that when he was a kid he used to be afraid of the dark! She tells him that what he said has nothing to do with the question. She tries to hypnotise him (Ben+Ultimate Humungousaur) she tells him what do you dream of. The Ultimate Humungousaur answers and says "Trapped...Get out..KILL BEN TENNYSON!!!". He suddenly wakes up, breaks his arm free from the steel wires and chokes himself (Ben), then his eyes glow green and Ben shouts out (You're killing us both stupid). Dr. Bortez screams and runs away shouting 'Pay me later"! Out of nowhere the Ultimatrix symbol glows green and Ben/Ultimate Humungousaur disappear and all that is left is the ultimatrix with its symbol black instead of green. They show Ben in a strange green world thinking that he is dead (hero heaven). Meanwhile back to Gwen and Kevin, Gwen argues with Kevin about how to get Ben back since Kevin just figured out that Ben is inside the Ultimatrix, Gwen thinks that they should go in after Ben but Kevin thinks that they will be trapped forever so he decides that she can take the risk if she wants to but she has to be careful so she sent her Anodite form into the ultimatrix, while he goes and finds Azmuth for help.

Back to Ben, he keeps wondering on how would people survive without his Heroism and his handsome face and charms, suddenly a short earthquake comes and from under the earth comes out Ultimate Echo Echo, Ultimate Spidermonkey,Ultimate Swampfire, Ultimate Cannonbolt, Ultimate Big Chill and finally Ultimate Humungousaur.

Ben gets shocked and Ultimate Humungousaur said that they should kill him to set them free! Ben said that they cant do that because they are all him. Ultimate Echo Echo said that he is lying and does that echo scream on Ben. Ultimate Big Chill said that they have brains and hearts like any other beings have and that they are all alive. Ultimate Spidermonkey webs up Ben and drags him away. A Ghostfreak hologram is showing on Ben's chest, he slams his chests and turns into Ghostfreak to free himself from the web and tells them that they could try all they want. Ultimate Echo Echo uses his sonic disks on Ghostfreak to weaken Ben, Ultimate Spidermonkey webs up Ghostfreak again, so Ben turns into Heatblast to burn the web then into Diamondhead to weaken them up but he failed so he turned to Brainstorm and runs away. They surround him and say there's no where left to run! They all hit him together, so he was weakend and forced to turn back to ben. Gwen's anodite form comes and takes them out to save Ben but they revive quickly and defeat her. Ben sais that he had enough of being nice to them and turns into Way Big and hits 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 back to Kevin, he was flying the Rust Bucket 3, approaching to Galvan mark II when a giant holagram recording of Azmuth's head appear warning that if an unidentefied Rust Bucket 3 comes any closer, it will be destroyed. Kevin think that nothing will happen, but as usual he was wrong so his Rust Bucket 3 crashed and blew up but luckily for Kevin he absorbed metal (not to die).He sees that Azmuth's tower is close but when he got closer to the door, a big upgrade thing came and told Kevin he can't pass, so Kevin got ready for a fight. Back to Ben (Way Big), he was walking around looking for a way out with anodite gwen flying next to him. He asks her what's with the glowing? (meaning why are you in anodite form). She tells him that it was the only way to get into the ultimatrix and she also says that she never felt so free and powerful before but Ben tells her not to get used to it or she will never be able to turn into human form again. The ultimatrix powers out and turns to Ben, 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 caused her to faint. Back to Kevin, he was still fighting the upgrade guy, Kevin was getting defeated but during so, he tries to explain to the guy that Ben saved the world countless times, he said so that he could let him in to save him. He asks him why do you care for Ben? Kevin ansewrs weak on the floor "Because he's my best friend!". Suddenly he sees Azmuth behind him telling the upgrade guy to leave and tells Kevin that he will help because he cares for Ben. Back to Ben, Gwen was knocked out and Ben was about to be thrown in a pit of fire so that he could die and so that they could be set free. Ben tells Ultimate Humungousaur if it would be ok to have a last word with Gwen? He hesitates but yet he trusts that Ben won't trick him so he lets go to Gwen. He tells Gwen that he has to die, Gwen tells him no but ben shuts her up quickly and said that a true hero will sacrifice for his people and that he must die if he wants to set the ultimate forms free to live there 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 the words "BURN BURN BURN"! Before Ben jumps in he stops to tell them that he isn't the hero, they are his heroes. He takes one last breath, waits a little and then he jumps in.

Then they 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 and he also tells Ben (while fixing the ultimatrix) that he gave him a reward for what he did, the reward was that Ben now could transform into the ultimate forms without turning into the original forms first. Ben has a smile on his face and looks at the ultimate forms; they tell Ben that they are sorry of what had happened in the ultimatrix, but Ben said no hard feelings. Azmuth creates a portal to take him home and the ultimate forms to a planet that they would love to live in. Before they all left Ultimate Humungousaur tells Ben sorry and that Ben really is the greatest hero of all and then they leave. Ben seems proud of himself by the expression on his face at the end of the episode.

Major Events

 * Ben turned to Ghostfreak for the first time since Alien Force.
 * Gwen used her Anodite form for the whole episode.
 * The Rust Bucket 3 is destroyed.
 * Ben sacrificed his life to set the Ultimate Forms free, but Azmuth freed them before Ben could die.
 * Azmuth explained that Ben is able to use his Ultimate Forms without turning into the hero forms first.
 * Azmuth also rewards Ben with some all new ultimate forms.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Azmuth
 * Dr. Bortez

Villains

 * Ultimate Humungousaur
 * Ultimate Swampfire
 * Ultimate Spidermonkey
 * Ultimate Cannonbolt
 * Ultimate Echo Echo
 * Ultimate Big Chill

Aliens Used

 * Humungousaur
 * Ultimate Humungousaur
 * Ghostfreak
 * Heatblast
 * Diamondhead
 * Brainstorm
 * Way Big

Trivia

 * This is the first time Ultimate Echo Echo uses his screaming echo abilities, instead his Sonic Discs.
 * Even though they said that all Ultimate Forms want freedom, Ultimate Wildmutt didn't appear neither did Ultimate Ben.
 * It premiered in Egypt and Tunisia 25/10/2011.