Carl Nesmith

Carl Nesmith also known as Captain Nemesis and later known as Overlord, is a character introduced in Hero Time. Originally he was a famous human super-hero, as well as a great American icon and Ben's idol, but in reality, he is a greedy gloryhound and a fraud. After a jealous rivalry with Ben as a hero, Nemesis grew insane with jealousy and changed his name to Overlord before joining Will Harangue in his smear campaign.

Early Life
Captain Nemesis has been active as a hero since a long time ago (According to him, before Ben was born). A famous superhero and a great American icon according to most characters, his long services made him rich and famous, having his own weapon-making company and comic book series. In reality, he's really a gloryhound and a fraud who stages all criminal activities he seemingly stopped in order to get fame and fortune, though his agent implied he was a true hero in the past. Unlike Ben, he is shown to be greatly estimated by the anchorman Will Harangue, who described him as a "true American hero."

Ben 10: Ultimate Alien
In Hero Time, Captain Nemesis organizes a faked kidnapping on 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 Spidermonkey before Captain Nemesis arrived, causing Ben to get most of the credit. This, plus Jennifer kissing Ben in front of the media, caused Captain Nemesis to grow jealous of Ben, despite Ben's admiration for him. After a second attempt to get back credit was again unwillingly spoiled by Armodrillo, Captain Nemesis 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 mulfunction, he ended up being humiliated by Four Arms, ruining his image.

After his defeat, Captain Nemesis was jealous and rancorous toward Ben, and upgraded his armor in a dangerous way in order to get revenge on him. He then kidnapped Julie and intersects Jennifer's helicopter. He uses them to bring Ben to him for a rematch. After a fight with Ultimate Humungousaur, Captain Nemesis endangered Julie and Jennifer's lives to force Ben through a "no-win" situation game. Goop saved Julie, while Gwen and Kevin saved Jennifer. 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 that Captain Nemesis is dead. Water Hazard was able to defeat him. He is then arrested by the police.

In Catch a Falling Star, Nesmith escapes from federal prison with aid from Jennifer Nocturne and wanting revenge on Ben. Then with Jennifer Nocturne they go to a Motel were Jennifer dyed her hair black, later Nesmith confronts Ben and have a fight which results in Jennifer using Nesmith's armor gauntlet to subdue him. He later goes to a veterinary named Dr. Pervis to receive plastic surgery, he end up killing Dr. Pervis afterward, later in the road he kills a truck driver and leaves a letter to Ben stating that he going to the Nemesis Corporation building, at Nemesis Corporation he forces his way past guards and he enters an elevator and inputs a code to a secret floor where he activates a bigger battlesuit but get interrupted by Ben and Gwen, he then attacks them with his gauntlet injuring Gwen on the progress. Ben then transforms into Eatle and defeats Nesmith causing Jennifer Nocturne to put on the suit to fight Tennyson, which Gwen disabled by using power cables to shock it. After his defeat, he gave up for Jennifer's sake and gave himself to the police.

Powers and Abilities
Captain Nemesis had no powers by himself, instead he uses a battlesuit to fight crimes. The armor basically gave him enhanced strength, speed and durability, along with a grappling hook that allowed him to swing across buildings. Various other equipment could be added, such as jet boosters to make him faster. However, the armor was so complex that he needed his staff of technicians to put it on.

After his upgrade in which he boosted the core, he displayed much greater strength, speed and durability, as well as new powers such as jetpack-assisted flight and projecting red energy blasts from his gauntlets. However, as a side effect, the armor grew hotter each time he used it, and according to Kevin, the suit would have blown up and killed him if Water Hazard hadn't saved him from it.

Ben 10 Ultimate Alien: Cosmic Destruction
Overlord appears on Ben's second Trip to Rome, where he reveals that he was the one spying on Ben and leaking battle footage of him to Will Harangue. When fighting Ben, Overlord powers himself up by using the piece of the Potis Altiare that Enoch used. After Ben defeats Overlord, Overlord collapses from exhaustion.

Console Strategy
Overlord serves as the mini-boss of the Colosseum level. He is a pretty easy opponent. Overlord attacks by firing lasers and melee attacks. While some of his attacks cannot be blocked, they are all avoidable. Overall, dodge his attacks and keep attacking until he is defeated. The easiest way to beat him is to turn into NRG, and continuously blast him with a radiation beam.

Mini Trivia

 * As Overlord takes damage, pieces of his armor fall off.
 * Overlord has an 'N' on his armor instead of an 'O', however, this is remains from his costume as Captain Nemesis.

Appearances

 * Hero Time (first appearance)
 * Catch a Falling Star

Trivia

 * The fact that Overlord wears a cybernetic suit and was a famous hero at the same time a rich industrialist is a reference to Iron Man of Marvel comics fame. Even his face looked exactly like Tony Stark's.
 * Overlord has a strong resemblance to Adonis from Teen Titans, as well as similar facial features to that of Warp in the same show.
 * Captain Nemesis is the third villain to change his name. The first being Michael Morningstar who changes his name to "Darkstar" in Darkstar Rising and the second being Dr. Animo who changes his name to "D'Void" in Voided.
 * It is confirmed by Dwayne McDuffie that we will learn more about Overlord and he will return.
 * Overlord repeatedly mistakes Ben's name, calling him ones like Tim Bennyson, Tiannamen, Benneton, or Ten Bennyson. It's confirmed by Dwayne that he did this on purpose.
 * Overlord 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:
 * The brainwashed Superman from Batman Beyond (a long-time known superhero finally turned villain upon being controlled by Starro)
 * The paranoid CIA agent Kent Mansley from The Iron Giant (an ally of the U.S. who views the protagonist as a threat)
 * The jealous Dr. Wilson Croft from Flubber (the protagonist's equal counterpart who is jealous of the protagonist gaining all the attention)
 * The jealous golfer Shooter McGavin from Happy Gilmore.
 * Despite Captain Nemesis's fall from grace, Will Harangue still appears to respect him, even after becoming Overlord.
 * Ironically, his name is Captain Nemesis and nemesis means revenge and enemy, but he is supposed to be a hero, the opposite of nemesis. However, it did foreshadow his insanity.
 * It should be noted that Overlord just wants to prove he is better then Ben and won't admit defeat or put up with losing, as he stated, "You won't beat me! I can still prove to everyone that I'M THE HERO!"
 * Captain Nemesis is Ben's 2nd childhood hero. The first one is Kangaroo Commando. However, Captain Nemesis was never mentioned in the original series.
 * He is the first character in the whole series to have a plastic surgery.