34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Carl Nesmith, also known as Captain Nemesis and temporarily known as Overlord, was a famous human super-hero, as well as a great American icon and Ben's idol, but in reality, he is just a selfish glory-hound and a fraud and is currently a super villain and one of Ben's enemies.


Nemesis in general has short Black hair, a mustache, and fair skin.

In Ultimate Alien, he wears a black body suit for the base of his armor, with orange armor, the chest having grey on the sides. He also wears orange and grey wrist armor.

In Catch a Falling Star, Nemesis wears a typical orange prisoner suit. After undergoing cosmetic plastic surgery, he no longer sports his mustache. He has bigger lips, and his hair is slightly longer on the back.

In Omniverse, Nemesis is slimmer than in Ultimate Alien. He regains his pre-surgery appearance. His hair is in a fancy style, and he wears a black tuxedo with an orange tie with orange glasses.

While Nemesis was part of the Vengers, he now wears an armor similar to his Ultimate Alien one, but made by Billy Billions. The upgrade consisted now of the same body armor, but now he has black stripes on his helmet and upper chest armor, black armor on his orange gauntlets, and a visor on his helmet.

Captain Nemesis is most notable for his symbol, which is an orange/yellow 'N' over a black circle.


On the outside, Captain Nemesis is a true hero. He spent decades of his life saving people from criminal activity, and is everyone's hero, even Ben's, who has Nemesis' poster on his wall. Nemesis was selfless, and he cared about others.

Unknown to others, he is actually a greedy fame-seeker and a fraud, who stages the crimes he stopped in order to get fame and fortune. He allies with others, until they have no use for him anymore. However, dialogue from his assistant Simons implies that Captain Nemesis was a genuine hero before.

According to Brainstorm, Carl is a hothead with something to prove and is used to being in charge.[1]



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 glory-hound and a fraud who stages all the 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 admired by the anchorman Will Harangue, who described him as a "true American hero."

Five Years Prior to Omniverse

In The Vengers, Kangaroo Kommando tried to explode a bomb on a building. As soon as Nemesis appeared, everyone started celebrating him, even the 11 year old Ben Tennyson. While he was interviewed by Will Harangue, Kangaroo Kommando became angry because nobody was listening to him and he exploded the bomb. The people, however, were saved by XLR8. Seeing XLR8 get all the attention, Nemesis grew jealous.

Ultimate Alien

Overlord fighting

Captain Nemesis versus Computron

In Hero Time, Captain Nemesis organizes a fake kidnapping on Jennifer Nocturne in order to save her and make a come back to front page news. However, the fake kidnapping was almost entirely 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 unwittingly 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 malfunction, 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 intercepts 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 (even though everyone called him Captain Nemesis). Water Hazard was able to defeat him. He was then arrested by the police.

In Catch a Falling Star, Nesmith escapes from federal prison with aid from Jennifer Nocturne and wanted revenge on Ben. Then with Jennifer Nocturne they go to a Motel were Jennifer dyed her hair black. Later, Nesmith confronts Ben and they have a hand-to-hand battle with Nesmith losing. He later goes to a veterinary named Dr. Pervis to get plastic surgery, but he ends up killing Dr. Pervis afterwards, and later on the road he kills a truck driver and leaves a letter to Ben stating that he's going to the Nemesis Corporation building.

At Nemesis Corporation, he wounds and kills some police officers. He reaches the elevator and inputs a code to a secret floor where he activates a bigger Power Armor but gets interrupted by Ben and Gwen. He then attacks them with his gauntlet, injuring Gwen in the progress. Ben then transforms into Eatle and defeats Nesmith, causing Jennifer Nocturne to wear the power armor. After his defeat, he surrenders and gives himself up to the police.


In The Vengers, Carl meets Kane North outside of prison, and presents a new entrepreneur: Billy Billions, who wants to form a group with them. With Billy's help, they both got new and more powerful armors.

After the Vengers became more popular than Ben himself, he and North started to compete to see who is the most popular. It just got worse when they all wanted to rename the group, and ultimately led to the Nemesis Tower and the Billions Tower shooting at each other, with Ben going back into action to stop them. However, this battle was transmitted live by Harangue which caused all of Bellwood to know the truth about the Vengers. When the police arrived, the whole group escaped.


Carl uses a powerful battlesuit. However, the armor was so complex that he needed his staff of technicians to put it on. The armor enhances his strength to an unknown degree. It also provides him protection against damage.

The suit can be equipped with jet boosters that are used for flight or increased speed.

The gauntlets' palms can harness yellow energy for projection of blasts or for stronger punches. The beams are adjustable for narrow or destructive emission.

A gauntlet has a hidden grappling hook launcher for restraining opponents.

After his upgrade in which he boosted the core, Carl displayed much greater strength, speed and durability, as well as projecting red energy blasts from his palms. 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.

Captain Nemesis's armor is later upgraded by Billy Billions, giving him the ability to fly with rocket boots, shoot orange lasers and bolos out of his wrist cannons, and he can also fire missiles out of his shoulders.[2]


Carl is a self-serving glory-hound who will work with anyone as long as it serves his purposes, and will abandon them when the situation turns against him.

Carl's armor can be overpowered by an opponent more stronger or powerful than it is, such as when Four Arms beat Carl at tug of war and when Ultimate Humungousaur easily defeated him.

Though upgraded, Carl's armor is vulnerable to Brainstorm's electrokinetic shocks and will short-out with a blast to the chest plate.


Ben 10: Ultimate Alien

Ben 10: Omniverse

  • The Vengers (first reappearance; flashback and present)


Cartoon Network Action Packs

  • Give & Get

Video Games

Ben 10 Ultimate Alien: Cosmic Destruction

Nemesis Overlord Cosmic Destruction
Captain Nemesis 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. Ben appeared to Captain Nemesis and he is angry at him that Ben once again one-upped him. When fighting Ben, Captain Nemesis powers himself up by using the piece of the Potis Altiare that Enoch used. After Ben defeats Captain Nemesis, Captain Nemesis collapses from exhaustion.

Console Strategy

Captain Nemesis serves as the mini-boss of the Colosseum level. He is a pretty easy opponent. Captain Nemesis 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.


  • His moniker comes from the idea that he is the nemesis of criminals.[2]
  • Carl was briefly mentioned by Ben, Billy, and the press in Arrested Development.
  • Carl has a strong resemblance to Adonis from Teen Titans, as well as similar facial features to that of Warp in the same show.
  • Ironically, Captain Nemesis is a very villain-sounding name, fitting his descent into villainy.
  • Carl Nesmith has some similarities to Marvel Comics' Tony Stark, being a business man who fights in an high-tech suit of armor that grants him superpowers, has a Jarvis-like butler in the form of Simon, and being immensely egotistical. His face pre-surgery even resembles Tony Stark's face.
  • Carl 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 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.
  • In Cosmic Destruction, as Captain Nemesis takes damage, pieces of his armor fall off.
  • Carl's new face after plastic surgery slightly resembled his voice actor Christopher McDonald, especially the new thick lips and the bags underneath the eyes.


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Start a Discussion Discussions about Carl Nesmith

  • Captain Nemesis VS Iron Man

    7 messages
    • Hmngasaurr wrote:DJW have lack of ideas That's called homage, not lack.
    • Oneofthosedf wrote: Hmngasaurr wrote:DJW have lack of ideas That's called homage, not lack. Aye, if you like the design of a character ...
  • favorite villian?

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    • eon diagon the destroyer vilgax the faction( malware and khyber) will harangue overlord ragnarok
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