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The Final Battle: Part 1 is the forty-fifth episode of Ben 10: Alien Force.


On Galvan Prime, Myaxx approaches Azmuth with the details of a break-in on the previous night. Only one item, Azmuth's incomplete Ultimatrix, was stolen. Furthermore, she reveals that Albedo was responsible for the theft. In a cave on Earth, Albedo finishes the Ultimatrix under the supervision of Vilgax, but is unable to transform into a Galvan due to the form not being unlocked on the Ultimatrix's playlist, which is synchronized with the Omnitrix's. Albedo surmises that if he acquires the original Omnitrix, he can use it to reset the Ultimatrix. Vilgax, claiming to no longer desire the Omnitrix, agrees to help him recover the Omnitrix from Ben Tennyson.

Meanwhile, in outer space, Ship, piloted by Gwen and Kevin, pursues an alien vessel to rescue Ben from the bounty hunter Kraab. Gwen and Kevin break into the ship and free Ben, who transforms into Big Chill. In the ensuing fight, the ship's autopilot is destroyed, and it flies into an asteroid field. Gwen creates a giant mana shield to protect the ship from asteroids, but when her defense breaks, Ben tells them to go back to Ship and flee, then transforms into Jetray and attempts to destroy an approaching asteroid. He is unsuccessful, and Kraab's ship is destroyed. Ben guiltily returns to Ship under the belief that Kraab has perished, but Gwen and Kevin irately reveal that they rescued Kraab at the last minute.

On Earth, Kevin drops Gwen and Ship off at Julie's house to study. He goes to visit Ben, who is watching a Sumo Slammers marathon, but quickly gets bored and leaves. While driving through the neighborhood, Kevin is suddenly attacked by Albedo, who transforms into Diamondhead and damages Kevin's car. Kevin and Albedo briefly fight, but Albedo easily defeats him, and brings him back to his lair. Vilgax tells Albedo that Ben is helpless without his friends, so they will defeat him by taking them away and attacking him together, allowing Albedo to recover the Omnitrix and Vilgax to invade the Earth.

Gwen calls Ben asking of Kevin's whereabouts, as he was supposed to pick her up an hour ago. While walking home, Gwen finds Kevin's overturned car under investigation by police officers, and recovers a shard of Diamondhead from it. After leaving the crash site, Gwen is attacked by Albedo, who transforms into Swampfire and knocks her unconscious. In the Rust Bucket, Max is ambushed by Albedo as Spidermonkey, but escapes. Max then comes to Ben's house to warn him of Albedo, and moments later, Albedo appears on Ben's TV and reveals that he has captured Gwen and Kevin. Max warns Ben not to take the bait, but Ben immediately heads off to confront Albedo.

At the entrance to Albedo's lair, Albedo and Ben confront one another, both transforming into Humungousaur. Albedo explains the Ultimatrix to Ben, revealing that he has added an evolutionary function that allows him to change his aliens into their “ultimate forms.” Albedo presses the Ultimatrix and transforms into a powerfully evolved form of Humungousaur, which he dubs Ultimate Humungousaur. In this form, Albedo easily defeats Ben, and leaves him at the mercy of Vilgax, who appears with an army of synthetic Bioids. Vilgax tells Ben to give up the Omnitrix in exchange for the lives of Gwen and Kevin. Unable to sacrifice his friends, Ben removes the Omnitrix and presents it to Vilgax.

Noteworthy Events

Major Events

  • Albedo steals and finishes the Ultimatrix.
  • Vilgax and Albedo team-up to take the Omnitrix from Ben.
  • Ben surrenders the Omnitrix to Vilgax.
  • Kraab and Myaxx make their Alien Force debuts.

Ultimatrix Debuts



Aliens Used

By Ben

By Albedo

Spells Used

  • Cherbome
  • Tur-bo



Ben: I know it's a trap. I'm not just walking in there.
(Albedo walks out)
Albedo: Then I'll come out. And you're right, it is a trap.
(Albedo activates the Ultimatrix and transforms into Humungousaur)
Ben: I see you got your knock-off Omnitrix working again.
(Ben transforms into Humungousaur)
Humungousaur (Ben): Humungousaur!
Humungousaur (Albedo): It's not a knock-off. It's the Ultimatrix, and it's a definite improvement over the original. Wanna see?
(He turns the Ultimatrix symbol and it pops out)
Humungousaur (Albedo): Not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate Form.
(Humungousaur (Albedo) slaps the Ultimatrix symbol, and transforms into Ultimate Humungousaur)
Ultimate Humungousaur (Albedo): Meet Ultimate Humungousaur!
Humungousaur (Ben): Ugh, I've beaten tougher guys than you!
Ultimate Humungousaur (Albedo): Really? When?
Humungousaur (Ben): For starters... how about now!
(Humungousaur charges at Ultimate Humungousaur)

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Albedo: Greetings, Ben Tennyson. Since your grandfather managed to escape me, you must already know that I'm after you. But did you know that I have your friends?
Ben: Albedo, let them go, or-
Grandpa Max: Easy, Ben. He wants you angry.
Ben: Then today's his lucky day!

Quotes Right.png


Ben: (about Kraab) You guys saved him?
Kevin: In my defense, she made me.

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Gwen: You should be more careful.
Ben: What for? I always win anyway.
Gwen: Nice attitude.
Ben: Hey, my overconfidence is one of my most appealing qualities.
Gwen: No, it really isn't.

Quotes Right.png

Naming and Translations

Language Name Origin
French La bataille finale, 1re partie The Final Battle, 1st Part
Hungarian A végső harc, Első rész The Ultimate Battle, Part 1
Portuguese (Br) A Batalha Final, 1ª Parte The Final Battle, 1st Part
Spanish (HA) La Batalla Final: Parte 1 The Final Battle: Part 1
Spanish (Spain) La Batalla Final: Parte 1 The Final Battle: Part 1


Voice Actor Role(s)
Yuri Lowenthal Ben Tennysno
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Diamondhead
Big Chill
Ultimate Humungousaur
Paul Eiding Max Tennyson
Jeff Bennett Azmuth
Vyvan Pham Ship
James Remar Vilgax


  • Ben references Alien Force while watching Sumo Slammers. The version of Sumo Slammers that he watches is called, Sumo Slammers: Hero Generation. "Hero Generation" was the working title for Alien Force. It takes place five years after the original Sumo Slammers, with the villain from the original joining up with the hero, like in Alien Force. He also says that it is the end of the Sumo Slammers sequel series.
  • When Kevin is piloting Ship in the beginning of the episode, he makes a Star Wars reference by saying "Can't this bucket of bolts go any faster?", which is similar to what Princess Leia says in A New Hope.


  • By this episode, Galvan Prime has been repaired.
  • Kevin says that he can't stand Sumo Slammers, yet in Kevin 11, he went and stole new Sumo Slammers games with Ben, and he showed an interest in the Sumo Slammers live-action movie in Vengeance of Vilgax: Part 1. However, according to Dwayne McDuffie, Kevin only liked the Sumo Slammers games and not the TV show.
  • This episode is similar to Back with a Vengeance, because in both episodes, Ben's rival, who also has his powers, teams up with Vilgax to try to steal the Omnitrix from him and succeeds.
Ben 10: Alien Force Episodes
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