Captain Nemesis, 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 was driven insane and renamed himself Overlord before joining Will Harangue in his smear campaign against Ben.

Ben 10: Ultimate Alien

Captain Nemesis was introduced in Hero Time, though it was made obvious that he had been active as a hero since a long time (before Ben were ever born according to him). A famous super-hero 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 has been 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," a patriot. In his first appearance, Captain Nemesis organizes a faked kidnapping on young movie star 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 Ben before he arrived, causing Ben to get most of the credit. This, plus Jennifer kissing Ben in front of the media, caused
Overlord fighting

Overlord vs Computron

Captain Nemesis to grew jealous against Ben, despite the boy's admiration for him. After a second attempt to get back credit was once again unwillingly spoiled by Ben, the older hero 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's disfunctionment, he ended up being humiliated by Four Arms, definitely ruining his image.
Overlord Arrested

Overlord arrested

After his defeat against Ben, Captain Nemesis was jealous rancorous toward the younger hero, and upgraded his armor in a dangerous way in order to get revenge on him. He then kidnapped Julie and then interecpets Jennifer's helicopter. He uses the captive girls to bring Ben to him for a rematch. After a brief fight with Ultimate Humongousaur, Nemesis endangered both girls' lives to force Ben through a "no-win" situation game. Ben saved Julie as Goop, 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. Ben was eventually able to defeat the former hero by cooling down his overcharged armor as Water Hazard. He is then arrested by the police.

Video Games

Nemesis Overlord Cosmic Destruction

Overlord in Cosmic Destruction

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 same piece of the Potis Altiare that Enoch used in the same manner. After Ben defeats Overlord by breaking his armor, he watches him collapse from exhaustion.

Console Strategy

Overlord serves as the mini-boss of the Collouseum level. He is a pretty easy opponent. Overlord mainly attacks by firing lasers and melee attacks. While some of his attacks cannot be blocked, they are all easily avoidable. Overall, dodge his attacks and keep attacking until he is defeated.

Mini Trivia

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

Powers and Abilities

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

After his upgrade as "Overlord" 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 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 Ben hadn't cooled it down.


  • The fact that Ooverlord 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 still has an "N" icon on his suit, even though he should have an "O".
  • Overlord has a strong resemblance to Adonis from Teen Titans.
  • 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 comfirmed by Dwayne that he did this on propose to be mean.
  • 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:
    1. The brainwashed Superman from Batman Beyond (a long-time known superhero finally turned villain upon being controlled by Starro)
    2. The paranoid CIA agent Kent Mansley from The Iron Giant (an ally of the U.S. who views the protagonist as a threat)
    3. The jealous Dr. Wilson Croft from Flubber (the protagonist's equal counterpart who is jealous of the protagonist gaining all the attention)
    4. The jealous golfer Shooter McGavin from Happy Gilmore.
    5. Harvey Dent who becomes Two Face thanks to The Joker, in The Dark Knight.
  • Despite Captain Nemesis's fall from grace, Will Harangue still appears to respect him, even after becoming the villain Overlord.
  • Ironically his name is Captain Nemesis and nemesis means revenge and enemy, but he is supposed to be a hero, the opposite of the meaning nemesis. However, it did foreshadow his insanity.
  • It should be noted that Overlord justs wants to prove he was the better hero and not 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 childhood hero. The other is Kangaroo Commander. However, he was never mentioned in the original series.


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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?

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