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34497a3fe0ef52949a1ba8e99894ed69.png This article belongs to the Classic Continuity
This article is about an episode from the third season of Ultimate Alien. You might have been looking for The Enemy of My Enemy.

Enemy of My Frenemy is the twenty-fifth episode of the third season of Ben 10: Ultimate Alien, and the forty-fifth episode overall.


Gwen Tennyson, using her Lucky Girl outfit, goes to Hex's lair to steal one of his spell books (like in Time Heals). However, the sorcerer set up a force field that cannot be destroyed by Gwen's mana; instead the field absorbs it, powering it up and slowly crushing her.

Gwen in her Lucky Girl costume

Gwen explains that she wants to help Charmcaster and defeat Addwaitya. Hex becomes appalled. She says that Addwaitya is powerless since Aggregor stole the Alpha Rune. Hex takes the book and tells Gwen that the real name of Legerdomain has changed and constantly changes every few seconds.

Hex says that Addwaitya probably regained the Alpha Rune and that Charmcaster is probably already dead. Gwen asks Hex to join her, but he refuses, saying that he won't join a suicide mission and that Spellbinder gave his life to save him and his niece so that they could get out of that dimension. Hex allows Gwen to take what she needs, but grieving, asks Gwen to leave him alone.

Later, Kevin laughs at the fact that Gwen wants to return to Legerdomain to help Charmcaster free her people. Kevin says this is a mistake and that Charmcaster always tried to kill them, but he surrenders to the look of his girlfriend and prepares to turn on the Rust Bucket 3.

Gwen, using a laptop, utilizes an algorithm she created to help predict the true name of Legerdomain before it actually changes. After several attempts, she finally succeeds and the trio are back in Legerdomain. The team realizes that the place is different in appearance than the last time they were there.

However, Addwaitya's stone bat-like Scrutins appear and attack them. Kevin reminds Gwen that her powers are stronger and she creates a force field. Ben has a plan and asks if she can tie them together with magic so they won't separate, then transforms into Fasttrack and quickly outmaneuvers them.

Ignaceous about to stop the Scrutins

However, Fasttrack is trapped on a piece of floating rock and almost falls. Kevin says there is a cave nearby and tries to swing to there. Suddenly, a stone creature, named Ignaceous, pulls them in and forces the creatures to retreat. Ignaceous, a member of the stone creature species whom Charmcaster so readily uses, reveals that almost everyone was enslaved when Addwaitya first took the throne.

A few months back, Addwaitya disappeared, and the freedom fighters ended up disbanded as each member tried fighting to be the next on the throne. Ignaceous continues saying he wanted no part in the bloodshed or the throne, and is one of the few freedom fighters left. He agrees to take the team to the stronghold of Addwaitya.

On the way, they encounter Addwaitya himself, stuck in a magical field and is having his mana drained by a stone. Kevin throws the stone away and Gwen frees Addwaitya, though binds him with a spell preventing him from using magic, and asks who put him there. Using no names, Addwaitya claims a "usurper" stole his throne. After some reverse psychology from Ben, Addwaitya leads them to the usurper.

The water creature

Eventually, everyone comes to a place that has plenty of water and Kevin says that partnering with evil guys is a bad choice. While Kevin lists all the bad guys that they teamed up with that "tried to kill us", Addwaitya utters a spell that frees him from his magical shackles, then enchants the water, causing a water creature to spring forth and attack the team. The water monster takes Kevin and Gwen, and severely injures Ignaceous.

Ben sees Addwaitya escaping and transforms into Eatle. He then uses his powers to defeat the water creature. Ignaceous tells the team not to worry, and that his injury will heal in a few short hours, but advises the team to continue with the plan and free everyone. Ben, Gwen, and Kevin climb a rock and see Addwaitya confronting the usurper, which turns out to be Charmcaster.

She absorbs his soul and feeds it to her machine. Charmcaster, now in possession of the Alpha Rune, reveals she knows the trio is there and that they might as well show themselves. She then explains that she's draining the power of all living beings existing in Legerdomain to resurrect her father.

Kevin says that her father is dead, but Charmcaster says not for long. Charmcaster continues to reveal that everything she did leading up to the present had the sole purpose to help her resurrect her father. Gwen asks Ben and Kevin to stop the machine. Ben transforms into Eatle again and starts tearing the machine apart and eating it piece by piece.

Realizing it's too big of a job for him, Eatle transforms into Chromastone and flies up to the top of the machine to try and absorb all the mana. Unfortunately, Chromastone is destroyed when he steps inside the stream of mana because of its overwhelming power and his limit of absorbing energy, slowly disintegrating him into nothing. Ben then reappears falling to the ground, with an aura of mana surrounding him, and his soul is absorbed into the machine.

Gwen is horrified at watching her cousin die, and Charmcaster uses the momentary distraction to try to kill Gwen, but Kevin shields her from the blast. His soul is also absorbed and an angered Gwen assumes her Anodite form. Charmcaster, who had been waiting for this, uses the Alpha Rune to absorb Gwen's power and soul, further powering the machine.

Charmcaster and her father reunited

Charmcaster calls Dagon (who goes by the name, Old One) with a spell, and offers up six hundred thousand souls, which consists of every living thing in Legerdomain. Using another spell, she steals the souls of everything in Legerdomain, and asks to bring her father back. With the offer accepted, Spellbinder returns to life. Not understanding how it is possible he is alive, he questions Charmcaster.

Revealing the price she paid for his life, Spellbinder disapproves of her attitude and of what she has done. He tells her he gave his life to allow her to escape Legerdomain and live a fairly normal life, but fears that because she returned to Legerdomain, she has become an even crueler tyrant than Addwaitya was. Charmcaster starts to cry, and Spellbinder puts a comforting hand on her face. He tells her he loves her, but that he can't stay in the world of the living knowing that his life was bought by the cost of so many others and, turning back into pure mana, disappears back into the rift he came from. Then Dagon, saying that if the bargain is refused, then the payment must be returned. "Such is the way of magic.", he replies. He then returns all of the souls, including Ben, Gwen and Kevin's, back to their bodies.

Charmcaster is feeling empty because for her whole life, she has been chasing something, and now that thing is gone. Gwen then ask Charmcaster what she is going to do now but Charmcaster simply replied "I don't know".The team decides to not apprehend her and leave her where she is.

The episode ends showing Gwen caring about Charmcaster's feelings, worrying about how she'll fare now. Ben has no sympathy for Charmcaster, but Kevin agrees with Gwen, saying that he knows it isn't easy what Charmcaster is going through.

Noteworthy Events

Major Events

  • Charmcaster's real name is revealed to be "Hope".
  • The team returns to Legerdomain to help Charmcaster.
  • Ben, Gwen, and Kevin are all killed in this episode, but are revived at the end.

Character Debuts

Minor Events

  • Chromastone is destroyed again, but unlike last time, he does not reform into Diamondhead and simply reverts to Ben instead, meaning that Chromastone is still available in the Ultimatrix.



Aliens Used

Spells Used

By Gwen

  • Nekwaheew
  • Liberatio
  • Necte artes magicas

By Ignaceous

  • Gir igi-nu

By Addwaitya

  • Abrogo necterendum
  • Animo cataractam
  • Animo Arenam Ut Habem Vindic (interrupted)

By Charmcaster

  • Ab-ri du-an pad libir digir kun gukin
  • Exige animas omnibus



Ben: (to Gwen) What's with the computer? Pirating spells on the internet?
Gwen: Not exactly. I've written a spell that uses a predictive decryption algorithm on the computer to figure out the true name of Legerdomain before it changes.....if I can sync it up just right.
Ben: So you're like a magic hacker? (looks at Kevin) Is my cousin cool or what?

Quotes Right.png


Kevin: (after Ben implies that the stone draining Addwaitya has to be destroyed, walks up to the stone, picks it up, throws it off the cliff, dusting his hands) Problem solved. (gets a glare from Gwen) What?

Quotes Right.png


Kevin: Dude, teaming up with evil guys never ends well.
Ben: What about you?
Kevin: What about me? I'm not evil. I had a rough childhood.

Quotes Right.png


Gwen: She lived her whole life chasing after one thing. Now that thing is gone and she's just... empty. How do you fill that void?
Kevin: It ain't easy, trust me.

Quotes Right.png

Naming and Translations

Language Name Origin
Hungarian Riválisom Ellensége My Rival's Enemy
Italian Patto Inaccettabile Unacceptable Agreement
Polish Wróg Mojej Nieprzyjaciółki The Enemy of My Enemy
Portuguese (Br) Inimigo da Minha Animiga Enemy of My Frenemy
Romanian Dușmanul Dușmanului Meu The Enemy of My Enemy
Spanish (HA) Amigo de Mi Amienemigo Friend of My Frenemy
Spanish (Spain) El Enemigo de Mi Amienemigo The Enemy of My Frenemy


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Fasttrack
Water Creature
John DiMaggio Addwaitya
Kari Wahlgren Charmcaster
Khary Payton Hex




  • The team comments on how Legerdomain had visually changed, but the realm looks exactly like it did in its first appearance.
  • When Gwen casts Liberatio, the background within her hair is white.
  • After Kevin talks about teaming up with evil guys never ends well, Ben mentions Dr. Animo, Darkstar, Connor, Vilgax, and Charmcaster. Ben and Gwen had teamed up with everyone but Dr. Animo.
  • In one scene, Ben's jacket stripes are on both sleeves.
  • In a couple of scenes, Eatle's back fin has a green line on it.
  • When Spellbinder reprimands Charmcaster for what she did to get him out, the magenta circle on his chest is missing.
  • In the end of the episode, while Ben lifts both his hands saying "who's up for a smoothie?", the Ultimatrix is missing.


  • The episode is listed as The Enemy of My Frenemy on the Ben 10 Ultimate Alien: The Ultimate Ending DVD, as well as HBO Max.


T.J. Collins

Ben 10: Ultimate Alien Episodes