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34497a3fe0ef52949a1ba8e99894ed69 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 hopes to rescue Charmcaster. When she asks Hex to join her, he refuses saying he won't join a suicide mission.[CN 1]


Gwen Tennyson, using her Lucky Girl outfit, goes to Hex's lair to steal one of his spellbooks. However, Hex 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.

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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 tries 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. Addwaitya's 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.

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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 there. Suddenly, a Rock Monster named Ignaceous, pulls them in and forces the creatures to retreat. Ignaceous reveals that almost everyone was enslaved when Addwaitya first took the throne. A few months back, Addwaitya disappeared, and the freedom fighters 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.

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The water elemental

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 them", Addwaitya utters a spell that frees him from his magical shackles, then enchants the water, causing a water elemental to spring forth and attack the team. The water elemental takes Kevin and Gwen, and severely injures Ignaceous.

Ben sees Addwaitya escaping and transforms into Eatle. He uses his powers to defeat the water elemental. 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 the Sorcerer's Engine. Charmcaster, now in possession of the Alpha Rune, reveals she knows the trio is there and that they might as well show themselves. She 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, in human form, falls 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.

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Charmcaster and her father reunited

Charmcaster calls Dagon (who goes by the name, Old One) with a spell, and offers 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 Dagon to bring her father back, to which the later accepts. Spellbinder thus returns to life, and not understanding how it is possible he is alive, he questions Charmcaster. When she reveals the price she paid for his life, Spellbinder disapproves of what she has done, and 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. As Charmcaster starts to cry, Spellbinder puts a comforting hand on her face and 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; turning back into pure mana, he then disappears back into the rift he came from. Dagon declares that if the bargain is refused, then the payment must be returned; he thus 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 asks 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[]

Character Debuts[]

Minor Events[]



Aliens Used[]

Spells Used[]

By Gwen[]

  • 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?

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?

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.

Dagon: If the bargain has refused, then the payment must be returned, such is the way of magic.

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.

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 Elemental
John DiMaggio Addwaitya
Kari Wahlgren Charmcaster
Khary Payton Hex




  • When Hex lets go of Gwen, she has her Lucky Girl mask on. However, when she gets up, she is not wearing the mask.
  • The team comments on how Legerdomain has 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.
  • In one shot, Ben's jacket stripes are on both sleeves.
  • In some shots, 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, the Cartoon Network website,[CN 1] and Amazon Prime Video.
  • Ben and Kevin mention an off-screen adventure where they teamed up with Dr. Animo, who in the end tried to kill them.


T.J. Collins[]

Cartoon Network[]

Ben 10: Ultimate Alien Episodes