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This article is about the episode. You might have been looking for the organization.

The Flame Keepers' Circle is the sixteenth episode of the third season of Ben 10: Ultimate Alien, and the thirty-sixth episode overall.


At a local carnival, a man is running a freak show, and another man trying to raise awareness for an unidentified organization accidentally spots the main attraction. Later that night, the owner of the freak show is doing maintenance on a tank when he is suddenly ambushed and knocked out by men in bizarre getups.

Two Flame Keepers' Circle soldiers

The leader of the group arrives and the man from earlier (the one that was raising awareness) unmasks himself, identifying the creature in the tank as Dagon, despite the fact that the creature was actually Vilgax in his true form.

The next morning, Julie convinced Ben and Kevin to come with her to an office building that's the headquarters of the Flame Keeper's Circle. The Flame Keeper's Circle is a religious charity organization based around a benevolent alien named "Dagon."

Dagon on the door

The organization believes that human milestones were really alien technology brought by Dagon. Dagon promised to come back to Earth and solve all of the planet's problems. Unfortunately, not only does Ben not believe Conduit Edwards, the leader of the organization, but, as Julie puts it, he "laughed in his face," making her especially furious.

She is also angry because Ben is against the idea of using alien technology to help the planet (Kevin and Ben both disapprove, saying that the Plumbers have rules against that), though he can use the Ultimatrix. She expresses her anger about how Ben can turn into 63 aliens now, "yet believing in aliens is laughable?". Ben and Kevin then talk with Gwen at Burger Shack.

Chamalien's second appearance

Ben states that the reason why he doesn't trust the leader, Conduit Edwards. The reason why is because he reminds him of a used car salesman, a con artist. While Kevin and Gwen investigate a stolen Plumber Ship, Ben transforms into Chamalien and sneaks back into the Flame Keepers' building to see what is going on. Much to Chamalien's shock, he discovers that the living proof of Dagon's existence is Vilgax after he transforms back into Ben, whom by chance, resembles Dagon in his real form.

Vilgax explains that following his last appearance, he did not explode, but narrowly survived, albeit greatly weakened, and was washed ashore on a beach. He would have died trapped in his real form, had he not been found by an unidentified figure, and bought by the owner of the carnival's freak show. Despite the great indignity of his situation, it provided him with nourishment and time to recover.

Vilgax on shore

More recently, he was freed by the Flame Keepers cult, believing him to be Dagon. Vilgax also reveals that they have stolen the Plumber ship for him, and by using it he'll reclaim his lost powers and empire. Ben teasingly retorts that in his absence Vilgax's empire fell apart.

This annoyed Vilgax, so he ordered guards to attack Ben. Discovering that the Followers have the ability to travel between dimensions, Ben transforms into Big Chill and tries to fight them. When he realized that he was failing, Big Chill transforms into Ultimate Big Chill to freeze all the soldiers.

At this point, Conduit Edwards arrives with Julie as prisoner, threatening to dump her in another dimension unless Ben surrenders. Ben returns to his normal form and demands Julie's release. Much to his shock, Ben discovers that Julie being Conduit Edwards' prisoner was a set up. Vilgax tries to turn Julie against Ben, but when Ben reveals that Dagon is actually Vilgax, Julie snaps to her senses.

At this point Kevin and Gwen arrive. Kevin reveals that since he was sent a recording of Ben's conversation with Vilgax, he destroyed the ship's pulse drive, permanently grounding it. Ben transforms into Echo Echo to shatter Vilgax's tank and defeat the guards. Ben promises that he'll stop Vilgax and the Flame Keepers some day soon.

Once the battle is over, Julie says that she still doesn't believe that alien technology should be kept away from people that can use it to help the world. Ben decides to discuss it over dinner with her. Meanwhile, Vilgax's tank is being repaired and he promises Conduit Edwards that after he's done with Earth, "you won't recognize it."

Noteworthy Events

Major Events

  • The Flame Keepers' Circle and their soldiers are now servants of Vilgax, whom they believe to be Dagon.

Character Debuts

Minor Events

  • Ben is revealed to have 63 unlocked aliens by this point in the series.
  • Vilgax's empire is revealed to have fallen shortly after his defeat.



Aliens Used



Julie: That's Conduit's chamber. It's private.
Kevin: (to Ben) That's where he keeps the donations he bilks out of his suckers.

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Conduit Edwards: The new age of mankind is about to begin. I would love to bring the Ben Tennyson on board with our cause.
Ben: Uh...
Kevin: (later, outside the building) Don't think you scored any points with Julie back there.
Julie: (turning around) Okay, so you're not into it. I get it. That's fine. But did you have to laugh in his face?!
Ben: Julie, it was an accident. Sometimes I laugh inappropriately in awkward situations.
Julie: You're a terrible boyfriend.
Ben: Ah ha ha... heh... (covers mouth, realizing that he just laughed inappropriately in an awkward situation)
Julie: I'm not talking to you.

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Kevin: In Ben's defense, you are way too smart to be buying into this junk.
Julie: Which junk is that, Kevin? The using technology to help people junk? Or maybe the modernizing of hospitals and schools junk? So what is it, the existence of aliens?
Kevin: Well-
Julie: (sarcastically and pacing) Oh... right, because we've never seen aliens before! How many different aliens can you turn into now? 50?
Ben: 63.
Julie: And yet believing in aliens is laughable?

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Ben: Say Dagon is real... it still wouldn't be right to use his alien tech to change the planet.
Kevin: Ben's right. They've got rules for that stuff.
Julie: (sarcastically) I see. So only you're allowed to use alien tech to save the world.
Ben: Right. I mean, no... that's not-
Julie: (stalks off) Never mind. Let's just drop it.
Ben: Julie, I - look, you said there's some sort of member's meeting tonight?
(Julie stops to consider)
Kevin: More tech talk with Conduit? (Julie shakes her head)
Julie: Forget it. I thought I wanted you here... but now I think it's best if you just leave.

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Vilgax: (To Julie) He sees all too well child. He sees a world where he's no longer special. A healthy, safe world, where he's no longer needed.

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Naming and Translations

Language Name Origin
Hungarian A Láng örzőinek Köre The Flame Keepers' Circle
Polish Krąg Strażników Płomienia Circle of the Keepers of the Flame
Portuguese (Br) O Círculo dos Guardiões da Chama The Circle of Guardians of the Flame
Romanian Cercul Păstrătorilor Focului Circle of the Guardians of Fire
Spanish (Spain) El Círculo de la Llama Eterna The Circle of the Eternal Flame


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Erin's Boyfriend
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Big Chill
Ultimate Big Chill
Echo Echo
John DiMaggio Conduit Edwards
Vyvan Pham Julie Yamamoto
James Remar Vilgax




  • The flashback shows Vilgax's ship exploding in mid-air despite the fact that it was underwater when it exploded in The Final Battle: Part 2.
  • When Ultimate Big Chill says "Alright, you win." his mouth moves.
  • When Ultimate Big Chill turns back into regular Big Chill before turning back into Ben, the Ultimatrix symbol still has four spikes.
  • When Ben is about to transform into Echo Echo, the Ultimatrix seems to be turned off.


  • This episode was originally titled Keepers of the Flame.[TJC 1][TJC 2]
  • The episode's title is listed as The Flame Keeper's Circle on the Ben 10 Ultimate Alien: The Wild Truth DVD and iTunes, and as The Flame Keepers Circle on Amazon Prime Video.


T.J. Collins

Ben 10: Ultimate Alien Episodes