The Ultimate Enemy: Part 2

The Ultimate Enemy: Part 2 is the fifty-second episode of Ben 10: Ultimate Alien and the twentieth episode in the third season. It is the second part of the series finale of Ultimate Alien.

Plot
The episode starts off from where the previous episode, when the Team, Vilgax and Psyphon watch Diagon come after the Seal was broken.

The Esoterica come and attack Sir George. The Esoterica are too strong, so Gwen and Kevin are helping him. Ben, after becoming Jury Rigg, transforms into Way Big, then into Ultimate Way Big and fights Diagon. Ultimate Way Big throws Diagon into the ground and destroys a dam. Then, Ultimate Way Big starts to shoot cosmic rays and disks, but fails to hurt Diagon. Gwen used Tur-bo to save Kevin from Esoterica and make a shield to protect them.

Diagon makes acid rain and defeats Ben, turning him back to normal. Then, George proceeds to fight Diagon. Ben wakes up after fainting and transforms into Wildmutt and then into Ultimate Wildmutt. Ben helps Gwen and Kevin battle the Esoterica. Then, the Esoterica is defeated.

Vilgax and Psyphon prepare the machine that will absorb a creature's power. Vilgax uses this machine again to absorb Diagon. Ben, as Chromastone, saves George from Diagon's laser by using his energy absorbing ability, and then shoots ultraviolet rays to Diagon. Chromastone has no energy again, so he can't shoot ultraviolet rays again. Then, Diagon punches Chromastone into the ground. Diagon is so angry, and fires a red thunder to Sir George. Sir George turns back into an old man and is killed.

Vilgax and Psyphon comes and want to absorb Diagon. Diagon, who was being tricked by Vilgax, is angry and shoots lasers to them, but the machine is too strong, so Diagon is absorbed. Ben, Gwen and Kevin try to stop them, but Vilgax doesn't hear the team and absorbs the machine. Vilgax shoots lasers to the team, but the team teleports to a Plumber base (as seen in Ben 10 vs. the Negative 10: Part 2).

Vilgax asked the Esoterica to attack the base. Gwen sets the base to shoot lasers to the Esoterica and are defeated. Then Vilgax attacks the base. Ben takes the Ascalon and automatically wears the armor. Vilgax fired energy blasts to Ben, but Ben reversed the energy blast with Ascalon and tosses Vilgax. Ben then stabbed Vilgax. Vilgax turns into his normal form. Vilgax tempts Ben into using Ascalon, the Ultimatrix and Diagon's power to rule the world. Ben begins to get tempted, but Julie and Ship comes and asks Ben to stop it. Ben is confused and remembers all of his adventures. Ben returns all Esoterica to human again. Julie kissed Ben and Gwen hugged him.

Azmuth comes with Ben returning the sword ascalon to it's creator. Then, Azmuth removes the Ultimatrix from Ben and giving him the new Omnitirx named The Omnitrix. Ben is very happy and he asks Azmuth if he can have the master control, but Azmuth says to Ben that he might get it as a gift for Ben's 18th birthday. And then, Azmuth leave Ben. Gwen, Kevin, Julie and Ship hugging Ben.

Major Events

 * Ultimate Way Big makes his first appearance.
 * Sir George is killed by Diagon.
 * Vilgax absorbs Diagon's powers.
 * All of the Esoterica are turned back to normal.
 * Azmuth removes the Ultimatrix from Ben so that he could give him the Third Omnitrix.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Sir George (Killed by Diagon)
 * Azmuth
 * Julie Yamamoto
 * Ship

Flashback Characters

 * P'andor
 * Ra'ad
 * Bivalvan
 * Galapagus
 * Andreas
 * Eunice
 * Max Tennyson
 * Verdona Tennyson
 * Manny Armstrong
 * Helen Wheels
 * Albedo
 * Darkstar
 * Aggregor
 * DNAliens
 * Adwaita
 * Highbreed
 * Charmcaster
 * Dragon
 * Bellicus
 * Serena
 * Carl Tennyson
 * Sandra Tennyson

Villains

 * Diagon (Absorbed by Vilgax and sealed within Ascalon)
 * Vilgax (Defeated by Ben)
 * Psyphon (Defeated)
 * Flame Keepers' Circle (Defeated)
 * Esoterica (Returned to normal)

Aliens Used

 * Jury Rigg
 * Way Big
 * Ultimate Way Big (First and only appearance in Ultimate Alien)
 * Wildmutt
 * Ultimate Wildmutt
 * Chromastone
 * Alien X (Flashback)
 * Humungousaur (Flashback)

Error

 * In one scene, when after Vilgax destroyed the Plumber base, Gwen's helmet was gone.

Trivia

 * This episode was dedicated to Dwayne McDuffie, one of the writers and story editors, who passed away in 2011.
 * At the end of the episode, when Ben asks Azmuth if he can get Master Control for the new Omnitrix, Azmuth smiles and says that he might get it as a gift for his 18th birthday.
 * Azmuth reveals that the original Omnitrix (Prototype) and the Ultimatrix were prototypes and that the Third Omnitrix is the real Omnitrix that he had been working on for the past six years (ever since Ben received the first one).

This episode Premarid a week befores it did in ameraca in new zealand on the 26th of march on tvnz 2 at 7:50am.