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This article is about the original Ultimatrix. You might have been looking for the recreated Ultimatrix.

It's not a knockoff. It's the Ultimatrix. And it's a definite improvement over the original. Wanna see? Not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate form.

Albedo as Humungousaur.[1]

The Ultimatrix was the device that Ben 10: Ultimate Alien revolved around. Ben used it to replace the Omnitrix, which he destroyed in a battle with Vilgax.

The Ultimatrix was removed by Azmuth in The Ultimate Enemy: Part 2 after the defeat of Dagon and replaced it with the new Omnitrix. Azmuth later destroyed the Ultimatrix off-screen.[DJW 1]


The Ultimatrix, despite being called a watch, bears a gauntlet-like band containing a black rectangular button and wrist couplings, extending up to almost half of the wearer's arm or forearm (since the band's ability to morph its shape was not placed into it) but the central core's form remained the same.

When Albedo used it, the Ultimatrix had a red color scheme. After Ben took the Ultimatrix from Albedo, the Ultimatrix became green. This shows that the user can change the color scheme of the Ultimatrix.

The selection interface was identical to the original Omnitrix's dial, with the Galvan tech logo changing color to reflect what mode the Ultimatrix was in.

In Heroes United, the Ultimatrix, when drawn in Generator Rex art style, looked the same except it was dark green in color and the hourglass glowed light green.


Azmuth worked on the Ultimatrix for years,[DM 1] but its power core was unstable and incomplete, so he contained the device in high-security storage.

Albedo stole the Ultimatrix and was able to stabilize the core, as well as "surpassing" the prototype Omnitrix by adding the evolutionary function. Unfortunately for him, Ben's DNA was still the default for the Omnitrix and the Ultimatrix was still linked to the same database, so Albedo only had access to Ben's current aliens, which excluded Grey Matter. Allying himself with Vilgax, he agreed to help him so he could turn himself back to normal, while Vilgax could have the Earth. After Albedo as Negative Ultimate Humungousaur easily defeated Ben as Humungousaur, Vilgax threatened Gwen and Kevin's lives in order to force Ben to give up the Omnitrix to him. Afterwards, Vilgax betrayed Albedo by using the Omnitrix to defeat him by turning his army of Bioids into thousands of Humungousaurs.

Later, Ben activated the Omnitrix's self-destruct mechanism to force Vilgax to remove it but Vilgax refused, thinking he was bluffing and later suffered the consequences. Ben released Albedo and forced him to give him the Ultimatrix via the same threat. Ben used Ultimate Swampfire to battle Vilgax and used Jetray to later escape.

At an unknown time during Ultimate Alien, Kevin would add a security feature to the Ultimatrix, restricting Ben from transforming into Alien X. It could be overridden by inserting two keys that both Kevin and Gwen carry.

Ben continued to use it until he defeated Vilgax with Dagon's powers, Azmuth came to take Ascalon as well as the Ultimatrix and gave the new Omnitrix to the worthy wielder. Azmuth destroyed the Ultimatrix off-screen after The Ultimate Enemy: Part 2.[DJW 1]

Known Users[]

User Put On Removal
Albedo Albedo stole the Ultimatrix from Azmuth's laboratory and puts it on in The Final Battle: Part 1. In The Final Battle: Part 2, Albedo removed the Ultimatrix after being threatened by Ben.
Ben Tennyson In The Final Battle: Part 2, Ben put on the Ultimatrix after getting it from Albedo. In The Big Story, the Plant Alien removed the Ultimatrix from Ben.
In The Big Story, Ben put on the Ultimatrix again after taking it from the Plant Alien. In The Ultimate Enemy: Part 2, Azmuth removed the Ultimatrix from Ben so he can use the Omnitrix.
Plant Alien In The Big Story, the Plant Alien stole the Ultimatrix and put it on. In The Big Story, Ben stole the Ultimatrix back from the Plant Clone.


TEC (85)

Active Mode

Active Mode is the Ultimatrix's default mode. Active Mode is active when the Ultimatrix can be used, is fully recharged, and has not detected any problems. It is where the user can select the transformation they want to become; initiate the process of transforming; and stay in said transformation.

NotLN (159)

Recharge Mode

Like the Omnitrix, Recharge Mode is activated when the Ultimatrix runs out of time. Recharge Mode can stop automatically, once a certain period of time has passed. Recharge Mode's main purpose is to prevent the alien DNA from attaching permanently to its host,[pop-up 1][2][merch 1] but can trigger due to power-heavy operations.[3]

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While using the Ultimate Forms, however, Recharge Mode will trigger, as they drain the Ultimatrix's battery too quickly.[DM 2]

Fame (304)

Collect Mode

When DNA not present in the Codon Stream is near the Ultimatrix, it will close its main features until the DNA is scanned. When a new DNA sample is acquired and added, on occasion, the Ultimatrix can show a visual of almost every alien unlocked, including the new one.[4]

When scanning DNA that was previously used or already present in the Codon Stream, the Ultimatrix identifies and matches the scanned DNA, then moves the species to an active playlist.[5] If it has seen the species before, it passively scans them, without any physical requirement from the user.[DM 3]

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The Ultimatrix symbol shooting yellow ray

During scanning, the Ultimatrix either pops out and shoots out a yellow ray from the black and yellow part or doesn't pop out but circles and then reveals a hole that shoots out a yellow ray. When in alien form, the Ultimatrix shoots out a yellow ray from the dial.

The Ultimatrix could scan Kevin's mutations, but it was programmed not to.[DM 4]

Fused (407)

Reset Mode

Reset Mode can be activated by Voice Command or by pressing and holding the Ultimatrix symbol as an alien for two seconds. During a resetting period, the Ultimatrix deactivates, charges, and re-activates. This can turn off/on some features. The Ultimatrix can also be Hard Reset using the Voice Command function.

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Deactivated Mode

The Ultimatrix shuts down and the core turns completely black, making it of no use.[6]

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Radiation Mode

Radiation Mode is activated when high levels of harmful radiation are detected. The Ultimatrix will beep and flash red. Radiation Mode can be turned off by turning the Ultimatrix symbol to the quarter past position as an alien, or when radiation isn't detected anymore.[7]

TFB2 (357)


When in Self-Destruct Mode, the Ultimatrix counts down until it explodes. Self-Destruct Mode functions as a last resort, should the Ultimatrix fall into the wrong hands. Self-Destruct Mode can be activated and deactivated by Voice Commands, but exclusively recognizes the voice of the user.[8]



  • Just like the Omnitrix, the Ultimatrix mainly allowed for the user to transform into a numerous variety of alien life-forms that are each with their own unique powers and abilities (along with their weaknesses) and in a selection of alien DNA that are in groups of 10.
  • The Ultimatrix could let the user transform between alien forms and back to normal with or without touching the Ultimatrix symbol.
  • The Ultimatrix automatically reverted the user back into their normal form when they got sufficiently hurt or knocked out.
  • The Ultimatrix functioned as a wireless receiver for the Codon Stream.
  • The Ultimatrix was able to access the Codon Stream's database to show which transformations have been activated over time.
  • The Ultimatrix was able to scan human-alien hybrids and extract pure alien DNA from them.[citation needed]
  • The Ultimatrix could replace one of its DNA samples with someone else from the same species.[DM 5]
  • The Ultimatrix had a Master Control mode.[9]
  • Pressing the navy blue button on the gauntlet end makes the Ultimatrix increase in size, so it can be slipped off.[8]
  • The Ultimatrix was able to perform an action that shot out a green beam of energy, that was able to separate Eunice from a Xenocite trying to bond with her; though this immediately entered the device in Recharge Mode.[3]
  • The Ultimatrix was waterproof.[DM 6]
  • The Ultimatrix was durable enough to take a bullet.[DM 6]
  • The Ultimatrix had a quick change feature.
    • The user could change back by turning the second ring on the dial to the 3 o'clock position.[10] When Ben appeared to be changing mentally, it was just a coincidence. He was out of time and changing anyway.[DM 7]
  • The Ultimatrix grants the user of knowledge about its transformations.[DM 8] However, Ben had to learn about Shocksquatch's powers.[11]

Evolutionary Function[]

Pathetic workmanship, and an evolutionary function? Begging for trouble!

Azmuth voicing his disapproval about the Ultimatrix and the Ultimate forms.[12]

  • The Ultimatrix had the ability to evolve aliens into their Ultimate Form, granting them more powerful abilities. This was activated by pressing the Ultimatrix symbol as an alien, causing four gray spikes to grow from the dial and the selected alien to transform (often stylized as green bands of light washing over them).
    MoI (326)
  • The Evolutionary Function worked by placing the selected species in a simulation right down to the DNA, for an extended period of time (about a million years or so) in what is described as a "worst-case scenario";[DM 9] the actual DNA is then simply modified to match the new DNA. This survival-of-the-fittest routine explains why the evolutions are more combat-centered than their normal forms.
  • The Evolutionary Function drained the Ultimatrix's battery quicker than regular transformations.[DM 2]
  • Almost any DNA can be put through the Evolutionary Function.[DJW 2]
  • The Ultimatrix has protection against Nanites.[DR 1]


  • The Ultimatrix had AI (Artificial Intelligence).
  • The Ultimatrix could detect other Matrix cores like the Unitrix.[3]
  • The Ultimatrix served as a communicator when transformed and not transformed, like the other Omnitrixes.
  • The Ultimatrix had a built-in Universal Translator and could also translate other Earth languages,[DM 10] but not animal languages.[DM 11]


  • While most aliens appeared naked with the Ultimatrix symbol on their chest, the Ultimatrix could change and create different types of clothing or accessories on specific alien forms as cosmetics, armor, or to make the transformation more safe/stable, such as NRG's containment suit.
    • Ben didn't quite know how the feature worked whereas Albedo individually applied this function to each of the aliens.[DM 12]
  • The Ultimatrix could reconstruct the last thing the user was wearing before they transformed, but Ben did not figure out how to do so.[DM 13]


  • When the user was transformed, an Ultimatrix symbol appeared on the chest.

Voice Command[]

  • The Ultimatrix had a Voice Command, just like the Omnitrix.
    • Ultimatrix User Access Voice Recognition Mode
      • Makes the Ultimatrix recognize the wearer and activates Voice Command Mode.
    • Ultimatrix Hard Reset
      • Resets the Ultimatrix
    • Command Function Override Code 10
      • Overrides function.
    • Ultimatrix Self Destruct in (time): Command Code: 000 - Destruct 0
      • Activates Self-Destruct Mode.
    • Abort Self Destruct Code 10
      • Deactivates Self-Destruct Mode.
    • Ultimatrix Reset Code 10
      • Activates Reset Mode
    • Ultimatrix Abort Reset Code 10
      • Deactivates Reset Mode


  • Much like the original Omnitrix, the Ultimatrix would sometimes transform the user into the wrong alien.
  • The Ultimatrix displayed several signs that it was not completed properly. Azmuth even considered the Ultimatrix to be "pathetic workmanship" and not at all as advanced as the original Omnitrix.[12][DM 14][DM 15]
  • Ultimatrix can quickly timeout from Ascalon.[13]
  • The Ultimatrix couldn't detect outer dimensional creatures.[14]
  • Unlike the original Omnitrix, the Ultimatrix did not possess the ability to restore the DNA of those corrupted by Xenocites, such as the Arachnichimp DNAliens.[3][15]
  • When exposed to electromagnetic interference, the Ultimatrix could cause unintentional transformations and will be unable to deactivate until the source of the interference is gone.[16]
  • The Ultimatrix always went into Collect Mode whenever it detected a sapient species whose DNA was not in the Codon Stream. Consequently, it could not be used to transform until the DNA was obtained or the specimen was no longer in range.[4][16]
  • The Ultimatrix can be controlled by temporal attacks, like the original Omnitrix.[17]
  • The Ultimatrix did not possess the ability to revive species stored on Primus, due to it not being added by Azmuth at the stage of development it was in and Albedo not adding it while finishing development.
  • The Ultimatrix could be hacked as Inspector 13's Code Spool was able to breach the security measures and activate Master Control[9] and Alpha was able to hack it via using the Bug Jar's corrupted Nanites to form his own replica of the Ultimatrix powered by said Nanites.[11]
  • The Ultimate Forms eventually became sentient inside the Ultimatrix due to a glitch in the Evolutionary Function.[6]
  • The Ultimatrix will always transform the user into what they were wearing during the reboot; Ben would always return to his normal clothing no matter what he was wearing pre-transformation.[12]
  • If the user gets injured, the Ultimatrix will make the aliens injured too.[18]
  • In addition to gaining all the powers and abilities of an alien, the user gains all the weaknesses of that alien as well.
  • Technical glitches that would leave all the aliens naked and cold.[DJW 3]
  • The DNA sources of aliens can override the alien and take control of the user's mind, like Ampfibian[16] and Ultimates.[6]

Known Aliens[]

The Ultimatrix initially had a total of at least 1,000,905 different DNA samples,[19] but throughout the first season of Ultimate Alien, it scanned the DNA of 5 aliens from the Andromeda Galaxy, thus having at least 1,000,910 DNA samples available through the Codon Stream, with 63 aliens unlocked by the time of the episode The Flame Keepers' Circle, and 46 named aliens (excluding Ultimate forms and transformations with repeated names). Of the 47 transformations listed, Ben transformed into 35 of them on screen.

Known Unlocked Aliens[]

The following list shows all transformations unlocked during the timeframe of Ultimate Alien. Unless noted, all of these transformations were transferred to the current Omnitrix prior to Ben removing the Ultimatrix in The Ultimate Enemy: Part 2.

Alien Species When It Was Unlocked/Obtained
Alien X Celestialsapien Locked offscreen after The Final Battle: Part 2
Temporarily unlocked and subsequently locked in The Forge of Creation[DM 16]
Reobtained offscreen after Double or Nothing
Ampfibian Amperi Obtained by scanning Ra'ad in Fused
Arctiguana Polar Manzardill Unlocked by Ben 10,000 in Ben 10,000 Returns
Armodrillo Talpaedan Obtained by scanning Andreas in Andreas' Fault
First used in Hero Time
Big Chill Necrofriggian
Blitzwolfer Loboan Unlocked by Ben 10,000 in Ben 10,000 Returns
Brainstorm Cerebrocrustacean
Cannonbolt Arburian Pelarota
Chamalien Merlinisapien Unlocked by scanning Prisoner 775 in Prisoner Number 775 is Missing
Chromastone Crystalsapien
Clockwork Chronosapien Unlocked by Ben 10,000 in Ben 10,000 Returns
First used by Ben prior to Inspector #13[GT 1]
Diamondhead Petrosapien
Ditto Splixson Unlocked by Ben 10,000 in Ben 10,000 Returns
Eatle Oryctini First used in A Knight to Remember
Echo Echo Sonorosian
Eye Guy Opticoid Unlocked by Ben 10,000 in Ben 10,000 Returns
Fasttrack Citrakayah Unlocked offscreen in Basic Training[merch 2]
Four Arms Tetramand Unlocked offscreen prior to Video Games
Frankenstrike Transylian Unlocked by Ben 10,000 in Ben 10,000 Returns
Ghostfreak Ectonurite
Goop Polymorph
Gravattack Galilean Unlocked prior to Double or Nothing[note 1]
Grey Matter Galvan Unlocked by Ben 10,000 in Ben 10,000 Returns
Heatblast Pyronite
Humungousaur Vaxasaurian
Jetray Aerophibian
Juryrigg Planchaküle First used in The Eggman Cometh
Lodestar Biot-savartian
Nanomech Human/Microchip
NRG Prypiatosian-B Obtained by scanning P'andor in Too Hot to Handle
First used in The Forge of Creation
Rath Appoplexian
Ripjaws Piscciss Volann Unlocked offscreen by scanning some Piscciss Volann after Deep[DM 17]
First used in Perplexahedron
Shocksquatch Gimlinopithecus First used in Ben 10/Generator Rex: Heroes United
Snare-Oh Thep Khufan Unlocked by Ben 10,000 in Ben 10,000 Returns
Spidermonkey Arachnichimp
Stinkfly Lepidopterran
Swampfire Methanosian Destroyed by Eon and subsequently restored by Ben 10,000 in Ben 10,000 Returns
Terraspin Geochelone Aerios Obtained by scanning Galapagus in Escape From Aggregor
First used in Reflected Glory
Perk Upchuck Perk Gourmand Unlocked by Ben 10,000 in Ben 10,000 Returns
Murk Upchuck Murk Gourmand
Upgrade Galvanic Mechamorph Unlocked by Ben 10,000 in Ben 10,000 Returns
First used in Ben 10/Generator Rex: Heroes United
Water Hazard Orishan Obtained by scanning Bivalvan in Fame
First used in Too Hot to Handle
Way Big To'kustar Destroyed by Eon and subsequently restored by Ben 10,000 in Ben 10,000 Returns
Wildmutt Vulpimancer
Wildvine Florauna Unlocked by Ben 10,000 in Ben 10,000 Returns
XLR8 Kineceleran Unlocked by Ben 10,000 in Ben 10,000 Returns
First used in Ben 10/Generator Rex: Heroes United

Known Ultimate Forms[]

Normal Form Ultimate Form When The Ultimate Forms Were First Used
Big Chill Ultimate Big Chill First used in Hit 'Em Where They Live
Cannonbolt Ultimate Cannonbolt First used in Too Hot to Handle
Echo Echo Ultimate Echo Echo First used in Map of Infinity
Humungousaur Ultimate Humungousaur First used by Albedo in The Final Battle: Part 1
First used by Ben in Too Hot to Handle
Spidermonkey Ultimate Spidermonkey First used in Fame
Swampfire Ultimate Swampfire First used in The Final Battle: Part 2
Destroyed by Eon and subsequently restored by Ben 10,000 in Ben 10,000 Returns
Way Big Ultimate Way Big First used in The Ultimate Enemy: Part 2
Wildmutt Ultimate Wildmutt First used in Prisoner Number 775 is Missing


Alien Force[]

Season 2[]

Ultimate Alien[]


  • Vuescope Ultimatrix
  • Revolution Ultimatrix
  • Ultimate Ultimatrix
  • Disc Alien Ultimatrix
  • Battle Ultimatrix

Naming and Translations[]

Language Name Origin
French Ultimatrix From the original English name
German Ultimatrix From the original English name
Italian Ultimatrix From the original English name
Polish Ultimatrix From the original English name
Portuguese (Br) Superomnitrix From super, and Omnitrix
Romanian Ultimatrix From the original English name
Russian Ультиматрикс From the original English name
Spanish (HA) Superómnitrix (Alien Force)
Ultramatrix (one time in Simian Says)
From super, and Omnitrix
From the original English name, Pronounced as /ultɪ'matrɪks/ or /ultɪ'meɪtrɪks/, Dub error
From ultra, ultra- and matrix
Spanish (Spain) Ultimatrix From the original English name
Turkish Ultimatrix From the original English name


  • Albedo installed more features in the Ultimatrix than is officially known.[DM 18]
  • Azmuth did not want to have the Ultimates in the Ultimatrix because they would be used for violence.[DJW 6] He even commented on the Evolutionary Function, stating it was "begging for trouble".[12]
  • The Ultimatrix's mistransformations were not entirely the fault of Albedo's shoddy work.[DM 21]
  • Most of the Ultimatrix aliens were both prime specimens and optimized adults of their respective species[DJW 7][MW 1] with the exception being Alien X because he is a typical representation of his race.[DM 22]
    • However, this may not be correct, as the way age affects the transformations has been inconsistently represented throughout the series.
  • Unlike the original Omnitrix,[DR 2] the Ultimatrix at no point contained Vilgax's DNA.[DM 14]
    • Seeing as the Ultimatrix never attempted to scan Vilgax, it seems likely that it had access to another sample of Chimera Sui Generis DNA.
  • According to Derrick J. Wyatt, the Ultimatrix had technical glitches that would cause random flight and abilities not native to the alien species.[DJW 3]
    • However, it is unknown if this is canon as Matt seemed to be unaware of the existence of glitch powers.[MW 2]
  • Duncan Rouleau and Derrick believed that Ultimate Forms are able to use the Evolutionary Function on themselves a seemingly infinite amount of times, allowing them to evolve even further to adapt to the situation around them.[DJW 8][DR 3]
  • Ben scanned aliens off-screen and reordered his list afterwards. Thus, Ben had many more aliens than revealed. However, he didn't scan them at every chance he got.[ES 1]
  • Most of the unseen aliens available in the Ultimatrix were unlocked by Ben 10,000 "because it'll annoy Azmuth."[17]
  • Azmuth could keep an eye on Ben and his activities via the Ultimatrix.[citation needed]


  1. As of the events of Double or Nothing, Albedo is able to transform into any alien Ben unlocked up to that episode without the need of an Omnitrix or Ultimatrix. Due to Albedo being able to transform into Negative Gravattack in For a Few Brains More, and Derrick being unsure how Albedo would be able to add more aliens to transform into,[DJW 4] it can be inferred that Gravattack was unlocked and available in the Ultimatrix prior to that episode, despite Ben first using the transformation with the new Omnitrix in Omniverse. However, Derrick later admitted that his statement of Albedo only being able to transform into aliens available up to Double or Nothing does not work due to Gravattack, and is unsure of all the aliens Albedo had access to.[DJW 5]


Crew Statements[]

Dwayne McDuffie[]

Derrick J. Wyatt[]

Matt Wayne[]

Geoffrey Thorne[]

Duncan Rouleau[]

Eugene Son[]



  1. Azmuth and Galactic Enforcers Ben DVD; file
  2. File:TWT Fasttrack Data.png

See Also[]

Prime Timeline
Recalibrated Omnitrix Recalibrated Omnitrix Ultimatrix Box Image Jul 2021 Unitrix character
Omnitrix (Original) Omnitrix (Albedo's Replica) Ultimatrix (Original) Unitrix
OV Complete Omnitrix Nemetrix day Ultimatrix (Recreated)
Omnitrix Nemetrix Ultimatrix (Recreated)
Alternate Dimensions/Timelines
Ben 10k Omnitrix Omnitrix-Ben10 Recalibrated Omnitrix 20210908 113045
Omnitrix (Original Future) Omnitrix (Ken's Replica) Ultimatrix (Ultimate Alien Future) Ultimatrix (Alpha's Replica)
Omnitrix23 character Biomnitrix character Bad Ben Omnitrix Zombitrix
Hero Watch Biomnitrix Omnitrix (Bad Ben's Timeline) Zombitrix
Negatrix Power Watch Gwenomni Argitrix
Negatrix Power Watch Omnitrix (Gweniverse) Argitrix
Omnitrix mad Omega Doom Timothy Omnitrix
Omnitrix (MAD) Omega Doom Prototype 71