Ben 10 Wiki
Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Ultimate Weapon is the eighth episode of the second season of Ben 10, and the twenty-first episode overall.


When Max finds out that part of a Mayan weapon has been unearthed in Texas, he becomes obsessed with finding it. In doing so, he leads Ben and Gwen on a wild adventure.[note 1]


Edit pencil This section needs to be shortened. You can help by editing it.

Somewhere in Texas, people are working to obtain some oil underground. An earthquake alerts them, and they run as the ground breaks up while the tower falls below. The mysterious quake unearths a large tornado of flames, which then reveal to them a mysterious mask, right before their eyes.

Meanwhile, in the Rustbucket, Max, Gwen and Ben are having a meal. Max asks them how it tastes. Ben and Gwen seem to like it, but they immediately are turned off after learning that the crunchy bites in it are dung beetles. An alarm then sounds off and one of the cupboards opens to release a monitor that showed the mysterious mask. Max identifies it as the Mask of Ah Puch, which is the key to the most destructive weapon ever known in the world, the Sword of Ek Chuaj. Max continues and says that Ek Chuaj is the Mayan god of war, and his sword is legend to wipe out a city in one swipe. Ben is excited by his theory. Max explains that the sword is something not to be used for fun, and it can control the fate of all mankind. Gwen and Ben appear to listen and agree with him.

They arrive at the area where the mask was found, and Max tells Ben to transform and sneak in. Ben insists that he would break in instead, but Max seems to be very serious about the situation. Ben asks Gwen why Max is acting this way, and she explains that Max is just trying to save the world. So, Ben transforms into Grey Matter, and he climbs up the gutter. Gwen agrees that Ben can be a bit annoying at times, but she is worried about what Max said earlier. Max interrupts her and says that they were only kids who don't understand the problem going on now.

Inside the building, Grey Matter arrives through the drain in the bathroom. Gum is stuck on his head, but little does he know that the place was guarded by two attack dogs. Grey Matter jumps out of the way before they attack him, and he runs out. Outside, Max and Gwen wait for Grey Matter to open up the basement door. When he does, it seems that Max is very impatient. Gwen picks up Grey Matter and asks why he smells like dog slobber.

They walk through the basement hallways, and Gwen and Grey Matter continue to be aware of Max's demeanor. A vault is then at the end of the line, and Grey Matter opens it up. Inside reveals the Mask of Ah Puch, and Max finally gets his prize that he wasn't able to obtain for 40 years. Footsteps are then heard behind them, belonging to Enoch, who is after the mask. Before the Tennysons and the Forever Knights go into a fight, a security guard comes in just in time to distract them.

Grey Matter jumps onto Enoch's face to cover up the eye holes in his mask, while Max and Gwen run out to get the mask to safety. Max and Gwen are able to get out, but Grey Matter is almost thrown into a paper shredder. He hangs on for his life, while Enoch and his henchmen go after the mask. Instead of chasing after them, they head the other direction. The security guard then orders the security to lock down the building, to make sure that they don't head out of the building.

Grey Matter is able to jump away from the shredder, and Gwen and Max continue to run away. They see an exit, but a guard is there, so they try another way. Before reaching the exit, Enoch is right behind them, and he grabs the mask away from Max. With a hard decision, Max tells Gwen to hold on to his hand, and they are able to get out of the building. Grey Matter manages to get out also, but lands into a dumpster, and reverts back into Ben. Max then tells Ben to hurry up, so that they can catch up to Enoch before he gets the sword.

Enoch is in his car, and he looks at the mask with amazement. The driver then sees the RV in the side mirror, and Max is inside. Max turns on the aerodynamics for the front bumper, and he accelerates the RV to ram into Enoch's car. Ben continues to try and activate the Omnitrix, but Max's impatience has led him to put the RV on autopilot, and head in back to put on his old Plumber suit. While Enoch's men try to attack the RV, Max jumps out to Enoch's car and takes back the mask. Max sees the mask, but Enoch has a blade to protect it. Max slips off from the top of the car after avoiding getting attacked by the sword but gets himself back up. Without Max's protection, Ben and Gwen are attacked inside the RV, while the henchmen try to go after them. Gwen and Ben, however, are able to get one out of the door, and it is shown that they are headed for Mexico.

Their excitement is drawn off after learning that the second man is coming from the RV's top, but Gwen uses the fire extinguisher to get him off the RV and fall off the bridge and into the water. Max continues to attempt with all his power to try and obtain the mask. Learning that the blade is metal, Max uses his magnetized pad to hold onto Enoch's sword, which had gripped on it fairly hard.

With Enoch distracted, Max takes back the mask. A truck is heading toward them. Max tells Ben and Gwen to hold on, but without paying attention to the truck, Max turns on the rocket thrusters, which makes a great chance for the truck and the RV to collide. Max avoids the truck but scratches the side of it. Realizing that Enoch is behind them, he releases tire spikes to slow them down. The RV drives away, but Enoch is ready for his counterattack.

Max and the kids stop somewhere due to the RV's breakdown. Max complains that he needs the correct wrench, and Gwen finds that Max has changed completely since they were notified about the mask. Ben looks through the mask, and the sockets glow, revealing a hologram that mapped the Mayan Temple of Ek Chuaj. With no time to spare, Ben transforms to Stinkfly and flies to the temple instead. Max insists for Stinkfly to go faster, but Stinkfly explains that he isn't used to flying with passengers.

Just before arriving, Stinkfly reverts back into Ben, and the three fall into the jungle. They arrive at the pyramid to see that Enoch and his men are already at the site. They try to open the pyramid doors with dynamite, but it seems that the stone doors are strong enough to stay shut. Max and the kids head another way to find a secret entrance to the temple. As Max tries to look for a switch, Ben decides to use the mask to reveal its location. A glowing brick is shown, and it opens up the tomb with success. With the path dark, Max grabs a torch, but the blinding light makes Ben fall into a very deep pit.

Gwen and Max are able to save him, but Max cares more for the mask's safety. They head down the wooden platforms, but before Max is able to warn Gwen and Ben of the dangers of the temple, Ben accidentally activates a booby trap. The temple starts to rumble and begins to release boulders from above, breaking their path from all directions. Max uses a grappling hook from his suit to get them to safety. Ben and Gwen are glad to be safe, but Max is already far in front. Gwen and Ben don't enjoy being around Max anymore.

They find the socket where the mask can be placed, but Enoch is there to stop Max before he can do so. He captures the kids, but before Max tries to shoot his men, holding Ben and Gwen hostage, he worries about their safety more, and surrenders. To make sure that Max and the kids don't get in the way, he throws them into the Pit of Despair, believed to be bottomless. They are doomed and fated to probably never come back.

Meanwhile, as Ben falls down the pit, he activates the Omnitrix and transform into Four Arms. Four Arms grabs a hold onto the wall and grabs Max and Gwen. Enoch puts the mask into place, and a flash from the door indicates its opening. There, a large pyramid shrine rests on top the sword of Ek Chuaj. Four Arms gets back up with Gwen and Max, and Max is in a rush to get the sword. Four Arms tries to let Max remember what was important the most, and they continue on.

Enoch's men aren't able to obtain the sword, as there is a guardian protecting it. It is Ah Puch, the Mayan god of death and the underworld. The men are having trouble trying to control Ah Puch, and it is to the Tennyson's advantage to use the time to try and go for the sword. Gwen and Max try to head up the pyramid, while Four Arms distracts Ah Puch.

Gwen and Max are about to get the sword. Unfortunately, Enoch is there to stop Max from using his hook to get it. Max kicks him down, but Enoch uses Gwen to distract him from getting to the sword. He realizes that Gwen is more important than the sword and comes to her rescue. While Four Arms continues to fight, he notices that Max and Gwen are in danger, so he gives Ah Puch a powerful punch, and heads up to save them, but unfortunately, he reverts back into Ben. Max heads back up to try and stop Enoch. Ah Puch awakens again, giving Max a choice to either save Ben and Gwen, or go after Enoch and take the sword, leaving Ben and Gwen in great danger. He sees that they are more important, and heads down and defeats Ah Puch. Enoch pulls out the sword, and he gloats for his achievement in obtaining the ultimate weapon, only for it to crumble to dust moments later. Max starts laughing, taunting Enoch saying that's what to expect when the 'ultimate weapon' was five thousand years old.

The temple starts to rumble, and Ben, Gwen, and Max escape. Max also insists that Enoch should head out, but he's too greedy to even listen to a request that can save his life.

Outside, they see the temple fall and Max seems to be interested in the Dung Beetle stew again. Ben and Gwen are happy for Max to be back to normal. Max apologizes to the kids for how he acted, and they wonder how to get back. Luckily, Max has the knowledge to pilot Enoch's helicopter, and they fly off.

Noteworthy Events

Major Events

Character Debut

Minor Events




Aliens Used


Enoch: Aren't we the feisty sewer rat? I'd love to chat about old times, but I'm late for holding the world at my mercy. So, I'll be taking that mask now. (Holding his hand outstretched to Max.)
Max: (Clutching the mask closer.) Over my dead body.
Enoch: Excellent suggestion! Gentlemen?
(The two henchmen beside Enoch pull out laser swords and approach the Tennysons.)

Four Arms: Grandpa! I think Gwen needs a second to catch her breath.
Max: No can do. Enoch may already have the sword.
(Four Arms grabs hold of Max's wrist.)
Four Arms: Ever since that alarm went off, that sword is all you think about!
Max: (Smacking Four Arms' arm away.) You two have to keep your eyes on the prize and remember what's important here.
Four Arms: We do remember. Do you?

Four Arms: Why does that thing look familiar?
Max: It must be Ah Puch, the Mayan god of death and the underworld. He's the guardian of the sword of Ek Chuaj.
Gwen: Why can't these places ever be protected by, like, the guardian of cheerfulness? Is that too much to ask?

Naming and Translations

Language Name Origin
Dutch Ultiem Wapen Ultimate Weapon
Hungarian Hatalmas Fegyver Mighty Weapon
Italian L'Arma Risolutiva The Resolving Weapon
Polish Broń Ostateczna The Ultimate Weapon
Portuguese (Br) Arma Poderosa Powerful Weapon
Romanian Arma Supremă The Ultimate Weapon
Russian Священный Меч Племени Майя-За Mayan Za Sacred Sword
Spanish (HA) La Mejor Arma The Best Weapon
Spanish (Spain) El Arma Definitiva The Ultimate Weapon


Voice Actor Role(s)
Tara Strong Ben Tennyson
Computer Voice
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Stinkfly
Security Guard
Richard McGonagle Four Arms
Richard Horvitz Grey Matter
Richard Doyle Enoch
Khary Payton Forever Knights



  • While Max is discussing Mask of Ah Puch and its relation to the Sword of Ek Chuaj to Ben on the drive to it, the Omnitrix's dial is white and green instead of grey and green.
  • In many shots, the Omnitrix's dial faces the wrong way.
  • When Stinkfly carries Gwen and Max, the cat logo on Gwen's shirt is missing.


  • The episode's title is listed as The Ultimate Weapon on iTunes.
  • Grey Matter's transformation sequence is shown for the first time.
  • According to pop-up trivia from the enhanced version of the episode:
    • This episode takes place in Texas.[pop-up 2]
    • The Plumbers were created to "plug the leaks" (hence their name) in the normal everyday world like extraterrestrials, monsters, and ghosts.[pop-up 3]
    • Operating in secret, the Plumbers took on anything too tough or weird for normal law enforcement to handle.[pop-up 4]
    • The Plumbers were first established by the Founding Fathers in the 1700's. George Washington was one of the first members;[pop-up 5] this would be elaborated on in Omniverse, with the Plumbiers appearing in A New Dawn and Derrick J. Wyatt confirming that Benjamin Franklin was also a member.[DJW 1]
    • The Plumbers fought mostly paranormal and dimensional trouble until Eon appeared on Earth in the early 1800's;[pop-up 6] this is slightly retconned in Ben 10,000 Returns, as the events of Ben 10: Race Against Time are stated to take place in an alternate timeline.
    • There are many orders of Forever Knights all over the world. They first came to the U.S. in the 1920's;[pop-up 7] subsequent series would introduce multiple factions of the Forever Knights.
    • The Plumbers built four Rustbuckets in addition to the one used by the Tennysons. Of the other three, one was destroyed and two are in storage at Mt. Rushmore.[pop-up 8]
    • The Forever Knights were like "Anti-Plumbers", exploiting unusual threats instead of fighting them;[pop-up 9] this is slightly retconned in Be-Knighted, as the Forever Knights are shown to be also against outer beings they find dangerous.
    • Ben has never had to carry multiple people as Stinkfly, especially not as big as Max. However, this contradicts the previous episode The Big Tick, where Stinkfly had to carry Gwen and Max.[pop-up 10]
    • This was the first time the Tennysons have been outside the U.S. together. In this case, Mexico.[pop-up 11]
    • Max was recruited into the Plumbers while he was at NASA.[pop-up 12]
    • The Forever Knights used cover names such as "The Organization" to make it harder to link their activities to one group.[pop-up 13]
    • Though Enoch is in charge here, the true leader of this order is the Forever King;[pop-up 14] this would be proven true in Ben 10 vs. Negative 10: Part 2, when Max states that Sir Driscoll is the true leader of the Forever Knights seen in the Original Series.
    • Even in Ben's world, sometimes myths turn out to be myths, including the Sword of Ek Chuaj.[pop-up 15]
    • Enoch survived the events of this episode, foreshadowing his subsequent appearance in The Unnaturals.[pop-up 16]


  1. The original synopsis provided on the Cartoon Network website erroneously reads: "When Max finds out that part of an alien weapon has been unearthed in Texas, he becomes obsessed with finding it. In doing so, he leads Ben and Gwen on a wild adventure."[CN 1]


Cartoon Network

Derrick J. Wyatt


Ben 10 Episodes