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The Final Battle: Part 2 is the twentieth and final episode of the third season of Ben 10: Alien Force, and the forty-sixth and final episode overall.


Starting from where the previous episode left off, Ben has given Vilgax the Omnitrix in exchange for the lives of his teammates. Max arrives and fends off Vilgax and his bioids, delivering Gwen her spellbook, which she uses to teleport Ben and the team away. Albedo, as Ultimate Humungousaur, demands that Vilgax give him the Omnitrix as per their deal; however, Vilgax refuses and dons the Omnitrix. He reveals that his bioids are programmed with blank DNA synchronized to the Omnitrix and that when he activates it, all of his bioids transform into the selected alien. Vilgax transforms his bioids into an army of Humungousaurs, who attack Albedo. In spite of defeating hundreds of them, Albedo is eventually overwhelmed when the Ultimatrix times out, and Vilgax captures him.

Meanwhile, the team watches Albedo’s defeat from a Plumber security camera in the Rust Bucket. Ben, blaming himself for losing the Omnitrix to Vilgax, demands that Max stop the Rust Bucket and runs off into the woods. Max advises Gwen and Kevin to leave him alone for a while, but Gwen disagrees and follows Ben into the forest. She offers him his jacket, but he discards it, claiming it belongs to a hero. Gwen leaves after expressing faith in Ben, and Ben calls out to Azmuth for help. Azmuth arrives and reminds Ben that he found the Omnitrix by accident as it was intended for Max, and scolds him for disobeying his instructions and hacking the Omnitrix. Ben doesn’t argue, and wistfully asks Azmuth how to defeat Vilgax. Azmuth notes that it’s difficult to win without the Omnitrix, which gives Ben an idea and reinvigorates him. He heads back to the Rustbucket claming he has a plan.

On the Chimeran Hammer, Vilgax overlooks the Earth and plans his invasion while the imprisoned Albedo looks on and mocks him. Gwen teleports the team onto the ship, and Vilgax quickly surrounds them with his bioids, demonstrating their power by transforming them into Diamondhead, Lodestar, and Spidermonkey. Ben commands Vilgax to surrender the Omnitrix, but Vilgax refuses, mockingly asking why he would give the device up. In response, Ben activates the Omnitrix’s voice command mode and orders it to self-destruct in thirty seconds. Vilgax, believing Ben to be bluffing, transforms his bioids into Swampfire in order to destroy Ben and the team. Moments later, the Omnitrix self-destructs, knocking Vilgax unconscious and permanently deactivating his bioids. As Ben recovers the remains of the Omnitrix, Kevin is struck with a sudden headache and transforms back into his human form, as the Omnitrix was what kept him in his mutated form. Elated, Gwen kisses Kevin on the lips for the first time.

Vilgax regains consciousness and destroys the Chimeran Hammer’s console, sending it on a collision-course with Bellwood; Gwen and Kevin realize that the ship’s fusion drive will destroy the city and everything else within 100 miles. Kevin and Max fight Vilgax in order to steer the ship away from Bellwood, while Ben approaches the chained Albedo, offering to free him in exchange for the Ultimatrix. When Albedo refuses, Ben orders the Ultimatrix to self-destruct as well; Albedo hastily surrenders the Ultimatrix, and Ben deactivates the self-destruct. Ben transforms into Swampfire and resumes the fight with Vilgax alongside Kevin, while Max and Gwen attempt to steer the ship away from Bellwood. Kevin is quickly defeated by Vilgax and Swampfire is overwhelmed. When Vilgax points out that Ben is losing, Ben transforms into Ultimate Swampfire, blasting the approaching Vilgax with an enormous burst of blue flames.

Meanwhile, Gwen and Max are unable to prevent the Chimeran Hammer from crashing but manage to steer it away from the city and into the ocean. The ship crashes into the water and begins to sink, and Max, Gwen, and Kevin escape. Vilgax destroys the glass on the Chimeran Hammer, flooding the ship’s interior, and transforms into his true form, an enormous, squid-like monster. Vilgax attempts to eat Ultimate Swampfire, but Ben escapes by transforming into Jetray. Above water, Ben reunites with his teammates and they embrace. As they watch the exploding remains of the Chimeran Hammer, Ben surmises that Vilgax has survived worse, and vows to defeat him should he ever return.

Noteworthy Events

Major Events

  • Ben causes the Omnitrix to self-destruct.
  • Kevin returns to his human form as a result of the Omnitrix's destruction, and regains his powers of absorption.
  • Ben obtains the Ultimatrix.
  • Vilgax's true form is revealed.
  • Vilgax is left underwater after his ship explodes, leaving his fate unknown.
  • Gwen and Kevin share their first kiss.

Ultimatrix Alien Debut



Aliens Used

By Ben

By Albedo

By Vilgax's Bioids

Spells Used

  • Abeo Exorior



Azmuth: You are a fool.
Ben: You don't hear me arguing.

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Ben: Omnitrix, command function override, code ten.
Omnitrix: Override accepted. Voice command activated.
Vilgax: What are you...?
Ben: Omnitrix, self-destruct in thirty seconds, command code zero, zero, zero, destruct, zero.
Omnitrix: Destruct sequence completed and engaged. Detonation in T minus thirty seconds.
Vilgax: If the Omnitrix self-destructs, it will destroy the entire universe.
Ben: It would if I let the charge build up for a few days, but I'm only giving it thirty seconds.
Omnitrix: Detonation in T minus twenty seconds.
Ben: My bad. Twenty seconds. Take off the Omnitrix or it's gonna blow!
Vilgax: You're bluffing. (makes the Bioids transform into Swampfire)
Bioids: SWAMPFIRE! (marches towards Ben)
Vilgax: Destroy him!(the Bioids prepare to attack)
Omnitrix: Detonation in T minus ten seconds. (the Bioids look at the Omnitrix as it continues counting down) Five... four... three... two... one... (Self-destructs, sending Vilgax flying into a wall)
Kevin: (as Ben runs towards Vilgax, puts his hands on the sides of his head, screams and falls to the ground)
Gwen: Kevin!
(as Gwen and Grandpa Max crouch down next to Kevin, Ben runs to Vilgax and picks up the remains of the Omnitrix)

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Kevin: I've got a headache like you wouldn't belie- (Ben, Max, and Gwen smile at him)
Kevin: What?
Gwen: You're human again.(Kevin looks at himself)
Grandpa Max: It must've been the Omnitrix that was keeping you in that form. Once it was destroyed...
Kevin: I'm normal?
Gwen: Let me show you... (they kiss)
Grandpa Max: (smiles)
Ben: It was a nice little moment. Why'd they have to do that?
Gwen: Victory kiss.

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Ben: I'm going to let you go, but I'll be taking your Omnitrix.
Albedo: Ultimatrix.
Ben: Whatever. Do we have a deal?
Albedo: What's in it for me?
Ben: I don't have time for this. (Ben frees Albedo) Command Function Override Code ten.
Ultimatrix: Override accepted.
Ben: Hey! What do you know? It recognizes my voice.
Albedo: Wait! What are you doing?
Ben: Omnitrix Self-Destruct in thirty Seconds: Command code: zero, zero, zero, destruct, zero.
Ultimatrix: Destruct sequence completed and engaged. Detonation in T minus thirty seconds.
Albedo: You're bluffing.
Ben: (holds the destroyed Omnitrix) Ask Vilgax if I'm bluffing.
Albedo: (looks at the destroyed Omnitrix and gives the Ultimatrix to Ben)
Ben: (Ben puts the Ultimatrix on his wrist) I like the old one better.
Albedo: Um...
Ben: Oh, Abort Self Destruct, Code ten.
Ultimatrix: Self-destruct sequence aborted.

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Gwen: (looks at Swampfire) Green eyes? Ben?
Vilgax: Tennyson!
Swampfire: Miss me?

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(Vilgax punches Ben as Swampfire and sends him flying into a machine)
Vilgax: You're losing, Tennyson!
Swampfire: Maybe so, but the new rig comes with some extras. (Transforms into Ultimate Swampfire) Ultimate Swampfire!! (Vilgax charges at him, but he blasts Vilgax back) What'ya say, Vilgy? Round 2?

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Vilgax: Fire's not so useful now that we're in my element!
Ultimate Swampfire: A sinking ship is your element? That explains sooo much.

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Max: We're going too fast to turn around but we can angle away from the city and ditch in the ocean!
Gwen: Where's the ocean?
Max: Aim at the blue part!

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Gwen: What happened to Vilgax?
Ben: I didn't see him get out, but he's survived worse.
Kevin: He could come back.
Ben: If he ever does, it's hero time.

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Naming and Translations

Language Name Origin
French La Bataille Finale, 2e Partie The Final Battle, 2nd Part
Hungarian A Végső Harc, Második Rész The Ultimate Battle, Part 2
Italian La Battaglia Finale, Parte Seconda The Final Battle, Part Two
Polish Ostateczna Bitwa: Część 2 The Final Battle: Part 2
Portuguese (Br) A Batalha Final, 2ª Parte The Final Battle, 2nd Part
Romanian Bătălia Finală: Partea 2 Final Battle: Part 2
Spanish (HA) La Batalla Final: Parte 2 The Final Battle: Part 2
Spanish (Spain) La Batalla Final: Parte 2 The Final Battle: Part 2
Turkish Son Savaş: 2. Kısım The Last Battle: Part 2


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


  • Vilgax commands his bioid army: hundreds of soldiers all with the power of the Omnitrix, finally fulfilling the dream that he confided to Ben in Secrets.
  • Vilgax says activating the Omnitrix's self-destruct mode would destroy the universe, calling back to Secret of the Omnitrix.



  • Vilgax's bioid army is arranged differently compared to the ending of the previous episode.
  • Max should not have been able to save the teleportation spell's page in Gwen's spellbook because he is not a magic user and does not know how to read magic.
  • Before Vilgax transforms his bioids into Humungousaur, the Omnitrix's dial pops up without Vilgax activating it.
  • When Vilgax's bioids transform into Humungousaur, they do not transform all at once but instead group by group.
  • Ultimate Humungousaur reverts to Albedo without reverting to Humungousaur first.
  • When Vilgax walks away from Albedo who was dogpiled by the Humungousaurs, four of the Humungousaurs don't have the Omnitrix symbols on them.
  • The Rust Bucket 2 does not have any holes from the damage it suffered in the previous episode.
  • When Max stops the Rust Bucket 2, there are no stripes on it.
  • When Ben walks past his jacket, there is a perspective error, where it looks much bigger than it should be.
  • Before Vilgax transforms his bioids into Diamondhead and Lodestar, their holograms face away from him. Furthermore, Diamondhead's hologram lacks the patterns on the stomach and legs.
  • The destroyed Omnitrix looks different between shots.
  • Before Kevin reverts from his mutation, his right arm is missing its shine.
  • When Ben activates the Ultimatrix's self-destruct mode, he says "Omnitrix self-destruct" instead of "Ultimatrix self-destruct".
  • When Ben puts on the Ultimatrix, the watch shrinks over the sleeve of his jacket. When he lifts up his arm, it is under his sleeve.


  • Azmuth was looking for Ben because he started looking for him when the Ultimatrix was stolen.[DM 1]
  • Vilgax did not transform himself, even though his Bioids did, because he did not wish to.[DM 2]
    • If the Bioids had turned into copies of Alien X, they all would have just stood around doing nothing.[DJW 1]


T.J. Collins

Dwayne McDuffie

Derrick J. Wyatt

Ben 10: Alien Force Episodes