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 Gwen and Kevin, it strangles Humungousaur. So Freed Ultimate Humungousaur takes control of Ben's body and almost destroys the robot. Gwen tells Ben to stop hurting the robot so much after it begged Ben to stop.

Suddenly Ultimate Humungousaur shouts out that he's not Ben and Gwen gets worried and notices that his eyes are red and tells Kevin that she thinks that Albedo might be controlling him, but Kevin thinks he just hit his head. Suddenly his eyes get green and then Ben's voice shouts "Get out of my head"! Then his eyes get red and says "it's my head" and hits himself with his arm and then they keep on fighting about whose arm is whose so Kevin gets annoyed and hits Ultimate Humungousaur so hard that he flew 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 Freed Ultimate Humungousaur) hitting himself with his eyes still glowing red. Gwen uses a sleeping spell to put him to sleep and Kevin tied him up with metal wires, but he turns back into Ultimate Humungousaur.

Kevin calls Dr. Borhez, a therapist, to see what's wrong with Ben, she asks him if he have issues with his mom when he was young. She tries to hypnotize him and asks what they dream of. Freed Ultimate Humungousaur answers and says that he's gonna kill Ben. He suddenly wakes up, breaks his arm free from the steel wires and chokes himself, then his eyes glow green and Ben shouts out that he's killing both. Dr. Borhez gets scared and runs away asking them to pay for her work later. Out of nowhere Ben starts saying that his head is hurting. The Ultimatrix symbol glows green and Ben disappears, and leaving behind the Ultimatrix apparently turned off.

Ben goes to a strange green world thinking that he is dead. 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 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 comes 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 it a bluff, and does his Sonic Screech on Ben. Ultimate Big Chill 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 drags him away.

A Ghostfreak hologram shows through the web, Ben slams the Ultimatrix and turns into Ghostfreak to free himself from the web and tells them that they could try all they want. 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 but fails so he turned to Diamondhead and fights them even more. They surround him and say there's no where left to run. 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 but they revive quickly and defeat her. 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 appear warning that if an unidentified Rust Bucket 3 came any closer, it would be destroyed. Kevin think 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 (Way Big), he was walking around looking for a way out with Gwen flying next to him. She tells him that it was the only way to get into the Ultimatrix. 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 caused her to faint.

Back to Kevin, he was 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. The Galvanic Mechamorph asks him why he, an Osmosian, cared for Ben. Kevin answers weak on the floor that Ben is his best friend. Suddenly he sees Azmuth behind him telling the Galvanic Mechamorph 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 by the Ultimates so that they could be set free. Ben asks Ultimate Humungousaur whether he could have a last word with Gwen. He hesitates but yet he trusts that Ben won't trick him so he lets him go to Gwen. He tells Gwen that he has to die, Gwen tells him not to do so 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 word "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, the ultimates will now be reflections of Ben. Just like all of his transformations. 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 and Kevin invites Ben and Gwen for a burger on him Gwen is surprised but Kevin says that it's the least he can do to his best girl and his best friend.

Major Events

 * Ghostfreak makes his debut in Ultimate Alien.
 * Gwen is able use her Anodite form for long periods of time (as long as she does not overuse her powers during which).
 * The Rust Bucket 3 is destroyed.
 * Ben has regained Azmuth's trust.
 * Azmuth fixes the Ultimatrix's faults in its design.
 * Ben kissed Gwen on her forhead for the first time.
 * Kevin finally admits Ben is his best friend.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Azmuth
 * Dr. Borhez
 * Galvanic 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
 * Brainstorm
 * Diamondhead
 * Way Big

Quotes
Kevin: I hate recordings, almost as much as i hate people telling me what to do!

Errors

 * While Freed Ultimate Humungousaur was about to say goodbye to Ben,his eyes were green instead of red.

Trivia

 * This is the first time Azmuth says a main character's name besides Ben or Max.
 * Strangely, when Ultimate Humungousaur has red eyes, the Ultimatrix symbol is glowing green.
 * 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.
 * This marks the first reappearance of Ghostfreak in Ultimate Alien. Ben seems to have full control of Ghostfreak again.
 * As a courtesy of Azmuth, the Ultimate have been taken to a nice planet to live in.
 * This is the first time Way Big appears in two episodes in a row (in The Perfect Girlfriend and in Ultimate Sacrifice).
 * This episode features the most frequent usage of Ultimate Humungousaur.
 * Ben almost committed suicide because of the Ultimates.
 * This is the fifth situation that an alien takes control of Ben. First was in Ghostfreaked Out with Ghostfreak, second was in Save the Last Dance with Big Chill, third was in Fused with AmpFibian and fourth with Eon.
 * 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.
 * Azmuth revealed that since Albedo didn't fix the Ultimatrix correctly, the said device made different individuals of the Ultimates so whichever one of Ben's aliens go ultimate a different Ultimate individual is formed and stored in the Ultimate world. Now, it's fixed and the future Ultimate Forms are just gonna be reflections of Ben like his other transformations.