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The Ultimate Enemy: Part 2 is the fifty-second and final episode of Ben 10: Ultimate Alien.


The episode starts off from where the previous episode left off. The Team, Sir George, Vilgax, and Psyphon look out through a hole in the cave to see the gigantic Dagon hovering outside after breaking the seal. They head outside to confront him. Dagon claims that he won't need to fight the Team and George, calling Vilgax to do away with them. However, Vilgax has vanished, leaving George to comment that Vilgax is wise for knowing that Dagon will be defeated. Undeterred by this, Dagon simply summons droves of Esoterica in Vilgax's place and has them begin attacking, with their focus solely on George. Gwen and Kevin decide to keep them busy so George can fight Dagon alone.

Ben, seeing Juryrigg is no match for Dagon, transforms into Way Big. However, before Way Big can finish his quip, Dagon cuts him off, gloating about how he believes he will defeat him and conquer their dimension. Way Big finishes his quip and transforms into Ultimate Way Big, growing to a fraction of Dagon's size. Jumping on Dagon's face, Ultimate Way Big begins pummeling him, much to Dagon's annoyance. He then tosses Dagon into a dam, destroying it in the process. Ultimate Way Big begins shooting cosmic rays and discs at his foe, accidentally destroying some property when he dodges an attack. However, none of Ultimate Way Big's attacks cause any significant damage to Dagon.

Ultimate Way Big battling Dagon

Annoyed by Ultimate Way Big's attempts to stop him, Dagon creates a small acid rainstorm over Ultimate Way Big, harming him enough to cause the Ultimatrix to revert Ben to normal, leaving an unconscious Ben in the water.

Elsewhere, Gwen and Kevin have become overwhelmed by the seemingly endless amount of Esoterica, leading Gwen to cast a protective shield to block them. Dagon appears before them, leading Gwen to think Ben may be deceased. However, Kevin assures her that Ben might have simply just changed back. George declares Ben's sacrifice will not be in vain and resumes fighting Dagon, giving him several slashes to the face while Gwen and Kevin resume fighting the Esoterica.

Back at the dam, Ben recovers and transforms into Wildmutt, then into Ultimate Wildmutt to head back to the battle. Arriving, Ultimate Wildmutt helps Gwen and Kevin defeat the Esoterica.

Meanwhile, Vilgax impatiently tells Psyphon to hurry with the machine's preparations. However, Psyphon tells Vilgax that he needs to properly adjust the device, as it is not absorbing just the powers from a being like he had previously done. Vilgax then threatens him to make sure it works, something Psyphon takes well.

The death of Sir George

Outside the cave, Chromastone saves George from Dagon's laser by using his energy-absorbing ability, and then shoots ultraviolet rays to Dagon, giving George an opening. However, when George fails to land a hit on Dagon, Chromastone fires again, before yelling that he's out of energy. Gwen asks how much energy he can hold, and when answered "a lot", Gwen charges him up with mana, allowing Chromastone to fire a larger blast. However, Dagon has become annoyed with the constant attempts to stop him and knocks Chromastone to the ground. George attempts to make another attack on Dagon, but he sends a red bolt of lightning down from the sky that zaps George. Weakened, George reverts to his old man form, dropping Ascalon, and kneeling on the ground. He then turns completely grey and begins to blow away in the wind as a cloud of dust. When Ben recovers, Gwen sadly informs him of George's demise.

Dagon relishes in his victory over George, proclaiming that his conquest of this dimension will soon come to fruition. However, Vilgax comes into view with Psyphon and the machine, declaring that if anyone is to rule this universe, it's going to be him; he also plots to take over Dagon's universe as well. Dagon then attacks Vilgax, planning on destroying his "weapon". However, his laser beams are absorbed into the machine as it keeps drawing in his power. Psyphon explains that under normal conditions, the device simply drains a being's powers. However, since Dagon's very being is made of power, he gets absorbed by the machine. Upon the device completely absorbing Dagon, Vilgax demands his power be given to him. Ben tries reasoning with Psyphon, but he doesn't listen. Upon gaining Dagon's powers, Vilgax takes a form similar to him and shoots laser beams at the team, leaving nothing but a crater where they were.

However, it is revealed Gwen teleported everyone to the Plumbers' Mount Rushmore base. Ben theorizes that they have a couple of days before Vilgax figures out they aren't dead and how to properly use his powers to find them. However, he is proven wrong the minute he stops talking as Vilgax's voice demands they come out and face him, sending the Esoterica to attack them. However, Gwen activates the base's defense system, warding off the Esoterica. Annoyed, Vilgax reassumes his previous form and rips off the Washington face from the monument, disabling the defense system.

Ben battling Vilgax using Ascalon

Once inside the Mount Rushmore fort, Vilgax begins tearing apart the base, knocking out Gwen and Kevin. Faced with Ben in one final stand-off, Vilgax wonders what tricks will Ben use this time, only to see him grab the Ascalon and become covered in knight's armor; Ben decided not to use the Ultimatrix, having figured out how to use the sword. Vilgax fires energy blasts at Ben, but he reflects them back at Vilgax with Ascalon. They both charge at each other, and in a flash of light, Vilgax is reverted to his normal form; Ben absorbed Dagon's power into Ascalon. When Vilgax questions what he'll do with Dagon's power, Ben tells him that he'll change the Esoterica back to normal.

Ben and Julie's first onscreen kiss on the lips

However, Vilgax says that with Ascalon, the Ultimatrix and Dagon's power, he could rid the universe of evil for good. Ben finds this interesting, but a recovered Gwen and Kevin question if he should actually take moral advice from Vilgax. Julie and Ship arrive, asking Ben to stop. Stressed with the choice with what to do, Ben asks for quiet as he remembers all of his adventures. Raising Ascalon, Ben sends beams of light all over Earth, turning everyone back to normal, just as he said and loses the armor. Julie kisses Ben, something he says is worth giving up all that power.

The team at the end

Pondering what to do with Ascalon, Ben is shocked to find Azmuth standing in front of him, demanding it back. Upon its return to Azmuth, Ascalon is sent into the stars. Azmuth then demands the Ultimatrix from Ben. Ben complies, confused as he thought he had proven himself worthy to use it. Azmuth points out that he still doesn't understand; an inferior copy of the Omnitrix is not worthy of him, leading Ben to question Azmuth again. Annoyed that Ben didn't let him finish, Azmuth tells Ben to look at his wrist, which now has a new Omnitrix. Further elaborating, Azmuth explains this is the Omnitrix, the one he worked on ever since Ben received the prototype. Ben then asks if he can have the Master Control now, leading Azmuth to playfully smile and reply "Perhaps for your 18th birthday". Azmuth then leaves, and the episode ends with Ben, Gwen, Kevin, Julie, and Ship together, ending the series.

Noteworthy Events

Major Events

Ultimatrix Alien Debut

Minor Events



Flashback Characters

Flashback Villains

Aliens Used

Flashback Aliens

Spells Used

  • Magnus Vox
  • Eo Recedentia



Gwen: What are you planning?
Ben: Something BIG.
(Ben transforms)
Way Big: WAY BIG! Hey Dagon, why don't you pick on someone your own size? I'm-
Dagon: You, are a slightly larger speck than the other specks infesting this world. But still, you are beneath my notice.
Way Big: I wasn't finished talking yet. (Hits the Ultimatrix symbol) ULTIMATE WAY BIG!!!
(Ultimate Way Big flies into the air)
Gwen: That's new.
(Ultimate Way Big hits Dagon's forehead and stays there)
Dagon: Impossible!
Ultimate Way Big: Just getting started!

Quotes Right.png


Ben: Psyphon, don't! With Dagon's power added to his own, Vilgax will be unstoppable!
Psyphon: Yes. That was after all...the point.
(Presses the button and the machine sends Dagon's power into Vilgax)
Ben: No!
(Vilgax flies into the sky)
Vilgax: The Esoterica worshiped me because I looked like Dagon. Now I AM the Dagon!

Quotes Right.png


Azmuth: The Ultimatrix. Give it to me.
(The Ultimatrix sparks, falls off Ben's wrist and disappears)
Ben: But Azmuth, I thought I proved I was worthy.
Azmuth: As usual, you don't understand. You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you.
Ben: I don't-
Azmuth: Oh, for the love of- look at your wrist!
(Ben looks at his wrist and sees a new Omnitrix)
Ben: An Omnitrix?!
Azmuth: THE Omnitrix. An improved version I've been working on ever since you were given the prototype 6 years ago.
Ben: I don't know how to thank you.
Azmuth: Keep doing the right thing.
Ben: I don't suppose you'd consider giving me the Master Control.
Azmuth: Perhaps for your 18th birthday. (Teleports away)

Quotes Right.png


Vilgax: And here we are again, me, on the cusp of total victory. You, the last man standing, the only slim hope left in this world; this UNIVERSE. Who will it be? Diamondhead? Swampfire? One of your tiresome Ultimate Aliens? Perhaps you have yet another new transformation to spring on me?
Ben: No transformations. Not this time, but I do have one last surprise! (Picks up the Ascalon)
Vilgax: Azmuth's sword!
Ben: Goes nicely with the watch, don't you think?
(Vilgax grabs a piece of machinery)
Vilgax: I'm going to miss these little get together. (Throws it at Ben, who slices it in half with Ascalon)
Ben: This is a GOOD sword!
Vilgax: I'm not afraid of you!
Ben: You should be! I just figured out how to use this thing! (Gains Knight armor)
Ben: As my old friend George used to say: Have at thee!
(Vilgax blasts laser at Ben who simply uses the Ascalon to throw it back at him, they then charge at each other)
Ben: Somebody should've done this a long time ago! (Stabs Vilgax)

Quotes Right.png


Kevin: (after Ben has used the power of the sword) What did you do?
Ben: What I "said" I was going to do. Turn every Esoterica on Earth back to human. With all the free will that goes along with that. (the armor retracts off him.)
Julie: Oh, Ben. (She runs up to him and kisses him on the lips.)
Ben: That was "totally" worth giving up all that power.

Quotes Right.png

Naming and Translations

Language Name Origin
Hungarian A Legnagyobb Ellenség, Második Rész The Greatest Enemy: Part 2
Polish Wróg Ostateczny: Część 2 The Ultimate Enemy: Part 2
Portuguese (Br) O Inimigo Supremo: 2ª Parte The Supreme Enemy: 2nd Part
Romanian Duşmanul Suprem: Partea 2 The Supreme Enemy: Part 2
Spanish (HA) Enemigo Supremo: Parte 2 Supreme Enemy: Part 2
Spanish (Spain) El Enemigo Absoluto: Parte 2 The Absolute Enemy: Part 2


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Way Big
Ultimate Way Big
Ultimate Wildmutt
John DiMaggio Dagon
Forever Knight
Jeff Bennett Azmuth
Vyvan Pham Julie Yamamoto
James Remar Vilgax
Peter Renaday Sir George


Dwayne McDuffie's Dedication

  • This episode was dedicated to Dwayne McDuffie, one of the writers and story editors, who passed away in 2011.
  • The first draft of this episode was completed on October 31, 2010.[DM 1]
  • In an earlier draft of the episode's script, one of the characters was supposed to die. However, this was changed at the last second by Matt Youngberg as the Cartoon Network executives were against it.[DJW 1][DJW 2]
  • Azmuth destroyed the Ultimatrix off-screen after the events of this episode.[DJW 3]


T.J. Collins

Dwayne McDuffie

Derrick J. Wyatt

Ben 10: Ultimate Alien Episodes