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A Knight to Remember is the forty-second episode of Ben 10: Ultimate Alien.


Rath stopping the Flame Keepers' Circle

Ben (as Rath), Gwen, Kevin, and a squad of Plumbers are fighting the Flame Keepers' Circle. The Flame Keepers' Circle is planning to take Vilgax to Dagon's heart so that he may regain his power. During the conflict, the Flame Keepers' Circle detonates explosives in the warehouse they are fighting in and gets away. Kevin is able to capture one member and takes off his mask, revealing that the member is Winston, the squire of the Forever Knights. Because he had previously been mind controlled by the Lucubra, Dagon was able to control him and anyone else who had originally been controlled by the Lucubra.

Fasttrack stealing the Forever Knights' weapons

They take Winston to the Forever Knights, who are with Sir Cyrus and Driscoll. Ben confronts them and they fire on him. He transforms into Fasttrack and steals their weapons, transforming back into Ben afterwards. Ben tells Cyrus about Winston's membership in the Flame Keepers' Circle and Cyrus attempts to execute Winston. Ben stops Cyrus from executing Winston when he explains that the squire couldn't help himself.

Ben demands to know what the Forever Knights have to do with Dagon and Driscoll tells them the tale of Saint George, a knight who fought the Dagon in the Middle Ages. Using his sword Ascalon, he ripped out Dagon's heart, but Dagon did not die, though his power was diminished. George then sealed the Dagon back into his own dimension. Ben then tells Driscoll that he knows that George is alive and that he wants to speak with him.

Dagon then takes control of Gwen and explains to them that if Vilgax gets his heart, then he will be able to take control of the entire universe. Driscoll takes the team into George's quarters. Gwen uses her mana powers to read calculus equations on the walls and figures out where Old George is. She tells the Forever Knights, then they knock out Ben, Gwen, and Kevin and lock them up.

Dagon's heart

Later on the knights find George at an invisible shrine, which travels between Dagon's dimension and ours, built by the Flame Keepers' Circle, and he tells his Knights he must get the heart. They go through the shrine and FKC Members jump out from statues and attack and outwit all of the Knights with their dimensional jumping abilities, but George just walks through all of them, easily knocking one of them out. He finds the heart pierced through his old sword and is about to grab it when a tentacle pulls him back.

The dying Vilgax grabs the heart and returns to his normal form, then the sword falls into his hand as a Forever Knight suit grows on him. He gains new powers and takes out Edwards, Cyrus, the Knights, and FKC members with one blow from his right arm. Winston walks over to him (being controlled by Dagon) telling him that in order to be powerful enough to rule the universe, he must break the seal that the Lucubra was trapped in (this was a trick).

After they have escaped, the team is flying in the Rust Bucket 3 with a mentally disturbed Gwen when she gets a vision and sees Vilgax walking up to the seal, fighting the Knights as he goes. They begin to fly there, but realize that they won't get there in time. Ben instructs Gwen to teleport him and Kevin. Kevin puts the ship on auto-pilot and begins arguing that Gwen is too sick, but she says she can do it. She teleports them.

The First Knight regains his youth

When they get there, she faints. Ben tries to get Vilgax to stop, saying that Vilgax doesn't know what he is doing, but Vilgax argues otherwise, and Ben then proclaims that he knows what he is doing as well (stopping Vilgax), and transforms into Eatle. Eatle gets ready to fight, but Vilgax shoots a very powerful beam from his eyes and Eatle is knocked out. Kevin absorbs a Forever Knight helmet and tries to attack Vilgax, but the villain easily counters him out by swinging his right arm and Kevin falls on Eatle, who transforms back into Ben. Vilgax breaks the seal, and Gwen crawls over to Ben and Kevin, telling them to wake up. Ben wakes up and sees that Vilgax is screaming and gets sucked into Dagon's dimension. (That was the trick that Dagon was playing).

As Gwen mentions that Dagon now has his heart, Old George regains consciousness as he picks up his sword, and is transformed, his armor is donned and his youth restored, which reveals him to be the first Forever Knight. He then says "Let them come."

Noteworthy Events

Major Events

Ultimatrix Alien Debut




Aliens Used



Kevin: You two done being reasonable?
Gwen and Ben: Definitely.

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Ben: Sorry about your team.
Plumber: It comes with the territory, Ben. We're all professionals.

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Kevin Levin: Payback time?
Ben: (looks at the captured Esoterica agent) Oh, for sure!

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Driscoll: I wonder what this does.
Ben: (appearing from the side) My suggestion: don't push the red button. That never goes well.

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Ben: Enough shuddering in silence. You want to talk about it?
Gwen: I feel sick.
Ben: Well, the way Kevin flies...
Gwen: Can you please be serious for once?
Ben: I'm sorry.
Gwen: That thing was in my head - controlling me like a puppet. I cannot tell you how disgusting that was. Why didn't I fight it?
Ben: That's like being angry at yourself for catching a cold. It's not your fault. Besides, if anyone's to blame for all this, it's me. The Knights, Vilgax, the Esoterica, and now the Dagon. I should've put it all together sooner.
Gwen: None of us saw it.
Kevin: If we're voting on who to blame: I vote for Ben.

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Ben: Gwen, I need you to teleport us to the seal!
Kevin: Are you nuts? (puts the Rust Bucket 3 on autopilot and joins Ben and Gwen in the back)
Kevin: She can barely do that when we're standing still. Now she's sick. We're going about a thousand miles an hour. And we're a mile up. It's too dangerous!
Ben: We really don't have a choice.
Kevin: (grabs Ben by his jacket) What do you mean "we?" You're the one who was so busy playing hero that he missed the big picture. And you are not going to risk her life now because you screwed up!
Gwen: I can do it, Kevin. I have to.

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Gwen: Dagon won. He got Vilgax to do his dirty work, and now he's taken his heart back to his dimension.
Ben: Dagon has all his power again.
Old George: It's far from hopeless. (picks up his sword and raises it) Ascalon is mine once again. Now... now you will see what the dragon saw.
(the sword starts to glow)
Ben: Stop him!
Old George: (reappears, much younger than before) Let the dragon come.

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Naming and Translations

Language Name Origin
Hungarian Egy Igazi Lovag A True Knight
Polish Niezapomniany Rycerz Unforgettable Knight
Portuguese (Br) Um Cavaleiro Para Lembrar A Knight to Remember
Romanian Un Cavaler de Neuitat A Knight of Oblivion
Spanish (HA) La Historia de un Caballero The Story of a Knight
Spanish (Spain) Un Caballero Inolvidable An Unforgettable Knight


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Plumber #1
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Eatle
John DiMaggio Rath
Conduit Edwards
Richard Doyle Driscoll
Plumber #2
James Remar Vilgax
Robin Atkin Downes Sir Cyrus
Patrick Cavanaugh Winston
Peter Renaday Sir George




T.J. Collins

Ben 10: Ultimate Alien Episodes