The Ultimate Omnimatrix, referred to as 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 and replaced by the new Omnitrix.


The Ultimatrix, unlike the Omnitrix, didn't resemble a wristwatch, looking more like a gauntlet. The central component, the selection interface remains the same, while the watch band was replaced by a gauntlet-like band extending up to almost half of the wearer's arm or forearm (since the band's ability to morph its shape wasn't placed into it).

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 dial, with the intergalactic peace sign that changes color to reflect what mode the Ultimatrix was in.


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.

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 since the evolution function was meant to be dangerous.

Albedo would later create a new Ultimatrix, one that (upon the acquisition of a Polymorphic Crystal) allowed him to change from one Ultimate form to another, without changing to regular aliens in-between.

Known Users

User Put On Removal
Albedo Albedo stole the Ultimatrix from Albedo's laboratory and puts it on in The Final Battle: Part 1. In The Final Battle: Part 2, Albedo removes the Ultimatrix after being threatened by Ben.
Ben Tennyson In The Final Battle: Part 2, Ben puts 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 puts 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. Ben stole the Ultimatrix back from the Plant Clone.
Alpha Alpha duplicated the Ultimatrix and used it to transform into EVO versions of the aliens in Ben 10-Generator Rex: Heroes United. Alpha's Ultimatrix was removed by Rex Salazar.


Ultimatrix 002

Active Mode

Active Mode is the Ultimatrix's default mode. Normally Active Mode is active when the Ultimatrix can be used, recharged and nothing is wrong.

Recharge Mode

Recharge Mode

Recharge Mode's main purpose is to keep the Ultimatrix from damaging the user. Recharge Mode is activated when the Ultimatrix runs out of time. Recharge Mode is deactivated automatically, once a certain period of time has passed.

Using Ultimate Forms will make the Ultimatrix go into Recharge Mode sooner than using non-Ultimate aliens.[DM 2]

Ultimatrix Yellow mode

Scan Mode

When DNA not in the Codon Stream is near the Ultimatrix, it closes its main features until the DNA is scanned. When a new DNA sample is acquired, the Ultimatrix sometimes shows a picture of almost every alien unlocked, plus the new one.

It scans to match the species, then moves the identified species to the active playlist. If it's seen the species before, it does it passively, without Ben actively scanning.[DM 3]


The Ultimatrix symbol shooting yellow ray

When a new DNA is sensed, 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 which shoots out the yellow ray. When in alien form, the Ultimatrix shoots out a yellow ray from the dial. If the DNA is already in the Codon Stream, the Ultimatrix will have to be set to Scan Mode manually and the alien will just be unlocked and available for use.

Reset Mode

Reset Mode

The Ultimatrix deactivates, charges, and re-activates. It can turn off/on some features. Reset Mode can be activated by Voice Command or by pressing and holding the Ultimatrix symbol as an alien for 2 seconds.

Deactivated ultimatrix

Deactivated Mode

The Ultimatrix shuts down, making it of no use.


Radiation Mode

Radiation Mode is activated when radiation is detected. The Ultimatrix will beep and flash red. Radiation Mode is activated whenever high levels of radiation are detected.
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.

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 Command.



  • 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 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 had a Master Control.[1]
  • Pressing the black button next to the dial makes the Ultimatrix larger in size, so it can be slipped off.[2]
  • The Ultimatrix could add extras to alien forms in order to make the forms more safe/stable.
  • The Ultimatrix automatically reverted the user back into their normal form when they get sufficiently hurt or knocked out.
  • The Ultimatrix had the ability to transform between alien forms with or without touching the Ultimatrix symbol.
  • The Ultimatrix was able to scan human-alien hybrids in order to unlock the alien's DNA.
  • The Ultimatrix was waterproof.[DM 4]
  • The Ultimatrix was durable enough to take a bullet.[DM 4]
  • The Ultimatrix could replace one of its DNA samples with someone else from the same species.[DM 5]
  • 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 6]

Evolutionary Function

  • The Ultimatrix had the ability to evolve aliens into their Ultimate Form, granting them new powers and new abilities that are more powerful. This was activated by pressing the Ultimatrix symbol as an alien, causing four gray spikes to grow.
  • The evolution feature 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"; 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 Ultimatrix had AI (Artificial Intelligence).
  • The Ultimatrix could detect other Matrix cores like Eunice.[3]
  • The Ultimatrix served as a communicator when transformed and not transformed, like the other Omnitrixes.


  • 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, such NRG's containment suit or Four Arms's clothing.
    • Ben didn't quite know how the feature worked; Albedo individually applied this function to each of the aliens.[DM 2]

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


  • The Ultimatrix couldn't detect outer dimensional creatures.
  • The Ultimatrix did not possess the ability to restore DNA.[3]
  • The Ultimatrix always went into Capture Mode when there is a sapient species' DNA that isn't in the Codon Stream within its proximity. Thus, it couldn't be used to transform until the DNA is obtained or the specimen is no longer in range.[4]
  • 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 didn't add it.
  • The Ultimatrix could be hacked, copied, or absorbed as Inspector 13's Code Spool was able to breach the security measures and activate Master Control. While the sentient nanite Alpha was able to absorb and copy the Ultimatrix due to the passive nanites the watch absorbed from Rex Salazar.[1]
  • The Ultimate Forms eventually became sentient inside the Ultimatrix, due to a glitch in the Evolutionary Function.
  • The Ultimatrix will always transform the user into what they were wearing during the reboot, so when transforming while wearing a plumber suit, the plumber suit will be destroyed.
  • Technical glitches caused power glitches that would cause random flight and abilities not native to the alien species, as well as leaving all the aliens naked and cold.
    • Azmuth reformatted and corrected these errors in the new Omnitrix.[DJW 1]


The Ultimatrix had a total of at least 1,000,910 aliens via the Codon Stream, 63 unlocked aliens[5], and 47 named aliens (Ultimate Forms not included). Ben has transformed into 35 out of 44 listed.

Unlocked Aliens

The following list shows all transformations unlocked during the timeframe of Ultimate Alien flashbacks. 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 off-screen after The Final Battle: Part 2
Temporarily unlocked and subsequently locked in The Forge of Creation[DM 7]
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 off-screen prior to Basic Training
Four Arms Tetramand Unlocked off-screen by scanning Manny Armstrong prior to Video Games
Frankenstrike Transylian Unlocked by Ben 10,000 in Ben 10,000 Returns
Ghostfreak Ectonurite
Goop Polymorph
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 Biosovortian
Nanomech Human/Nanochip
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 off-screen by scanning some Piscciss Volann after Deep[DM 8]
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
Spitter Sphoeroid Unlocked by Ben 10,000 in Ben 10,000 Returns
Stinkfly Lepidopterran Unlocked by Ben 10,000 in Ben 10,000 Returns
Swampfire Methanosian Destroyed by Eon and subsequently restored by Ben 10,000 in Ben 10,000 Returns
Terraspin Geochelone Aerio 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
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

Known Ultimate Forms

Normal Form Ultimate Form
Big Chill Ultimate Big Chill
Cannonbolt Ultimate Cannonbolt
Echo Echo Ultimate Echo Echo
Humungousaur Ultimate Humungousaur
Spidermonkey Ultimate Spidermonkey
Swampfire Ultimate Swampfire
Wildmutt Ultimate Wildmutt
Way Big Ultimate Way Big


Ben 10: Alien Force

Season 3

Ben 10: Ultimate Alien


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

Naming and Translations

Language Name Origin
Portuguese (Br) Superomnitrix From super, and Omnitrix.
Spanish (HA) Superómnitrix (Ben 10: 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


  • The Ultimatrix was showing signs of it not being completed properly. Azmuth even considered the Ultimatrix to be 'pathetic workmanship' and not at all as advanced as the original Omnitrix. It was less powerful, yet more complicated to use fully than the Omnitrix.[DM 9]
  • Albedo installed more features in the Ultimatrix than we know.[DM 10]
  • The Ultimatrix could scan Kevin's mutations, but it was programmed not to.[DM 8]
  • Azmuth did not want to have the Ultimates in the Ultimatrix because they would be used for violence.[DJW 2] He even commented on the Evolutionary Function, stating it was "begging for trouble".[6]
  • The Ultimatrix's mistransformations were not entirely the fault of Albedo's shoddy work.[DM 11]
  • The aliens were not according to the user's age; they were the "prime specimen of the respective species."[MW 1] Alien X is the only exception, as he is a typical representation of his race.[DM 12]
  • Unlike the original Omnitrix[DR 1], the Ultimatrix did not contain Vilgax's DNA.[DM 13]
  • 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]
  • Azmuth could keep an eye on Ben and his activities via the Ultimatrix.
  • Technically, the Ultimatrix cannot utilize the Evolutionary Function on Alien X because his species is older than the universe itself.


Crew Statements

Dwayne McDuffie

Derrick J. Wyatt

Matt Wayne

Geoffrey Thorne

Duncan Rouleau

Eugene Son

See Also

Unitrix character Omnitrix1 character Ultimatrix character Omnitrix2 character
Unitrix Omnitrix (Original) Ultimatrix Omnitrix
Omnitrix ken character Biomnitrix character Omnitrix23 character Power Watch character
Omnitrix Replica Biomnitrix Hero Watch Power Watch
Ultimatrix albedo character Nemetrix day Argitrix
Ultimatrix (Recreated) Nemetrix Argitrix
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