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I've done it! I've recreated the power of the Omnitrix; no, I've exceeded it!

Albedo, upon completing the Ultimatrix.[1]

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 after the defeat of Dagon and replaced by the new Omnitrix.


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 intergalactic peace sign changing color to reflect what mode the Ultimatrix was in.

In Heroes United, the Ultimatrix looked the same except being dark green in color and the hourglass glowing light green.

Ben 10,000's Ultimatrix resembled the original Omnitrix in its recalibrated state.

Alpha's Ultimatrix retained the gauntlet-shaped body and green color scheme as Ben's, but also had root-like veins stretched across the surface and its hourglass was colored red like Albedo's, but the difference being is that Alpha's duplicate Ultimatrix's root-like veins and red colored hourglass were a result of being powered by the corruptive Nanites he absorbed from the Bug Jar.


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 device is never completed properly which made it too dangerous to keep.

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 Azmuth'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.


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.

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 energy rather than 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]

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 and added, on occasion, the Ultimatrix can show a visual of almost every alien unlocked, including the new one.

When manually 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. If it has seen the species before, it passively scans them, without any physical requirement from the user.[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 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]

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.

Deactivated Mode

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

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.

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.



  • 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.[2]
  • Pressing the black button next to the dial makes the Ultimatrix larger in size, so it can be slipped off.[3]
  • 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 5]
  • The Ultimatrix was durable enough to take a bullet.[DM 5]
  • The Ultimatrix could replace one of its DNA samples with someone else from the same species.[DM 6]
  • 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 7]

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 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 8] 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 1]
  • The Evolutionary Function can be used on the Ultimate Forms themselves for seemingly infinite times, allowing them to evolve even further so that they can adapt to the situation around them.[DJW 2][DR 1]


  • The Ultimatrix had AI (Artificial Intelligence).
  • The Ultimatrix could detect other Matrix cores like Eunice.[4]
  • 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 9] but not animal languages.[DM 10]


  • 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' clothing.
    • Ben didn't quite know how the feature worked whereas Albedo individually applied this function to each of the aliens.[DM 11]

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.[4]
  • The Ultimatrix always went into Capture Mode whenever there was a sapient species' DNA that is not 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.[5]
  • 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.[2]
    • Meanwhile, the sentient nanite Alpha was able to absorb and copy the Ultimatrix due to the passive nanites the watch absorbed from Rex Salazar.[6]
  • The Ultimate Forms eventually became sentient inside the Ultimatrix, due to a glitch in the Evolutionary Function.[7]
  • The Ultimatrix will always transform the user into what they were wearing during the reboot, therefore, Ben would always return to his normal clothing no matter what he was wearing pre-transformation.
  • Even though the Evolution Feature can be used on Ultimate Forms infinite times, the resulting evolutions may not turn out the way the user would like.[DR 1]
  • Technical glitches that would leave all the aliens naked and cold.
    • Azmuth reformatted and corrected these errors in the new Omnitrix.[DJW 3]

Known Aliens

The Ultimatrix had a total of at least 1,000,910 aliens via the Codon Stream, 63 unlocked aliens,[8] and 46 named aliens (excluding Ultimate Forms). Ben has transformed into 35 out of 47 listed.

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 12]
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 Obtained 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 Unlocked by Ben 10,000 in Ben 10,000 Returns
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 by Ben 10,000 in Ben 10,000 Returns
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 by Ben 10,000 in Ben 10,000 Returns
Grey Matter Galvan Unlocked by Ben 10,000 in Ben 10,000 Returns
Heatblast Pyronite
Humungousaur Vaxasaurian
Jetray Aerophibian
Juryrigg Planchaküle Unlocked by Ben 10,000 in Ben 10,000 Returns
First used in The Eggman Cometh
Lodestar Biot-savartian
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 offscreen by scanning some Piscciss Volann after Deep[DM 13]
First used in Perplexahedron
Shocksquatch Gimlinopithecus Unlocked by Ben 10,000 in Ben 10,000 Returns
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 Unlocked by Ben 10,000 in Ben 10,000 Returns
First used offscreen prior to Inspector #13
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
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
Ben Ultimate Ben First used by Ben 10,000 in Ben 10,000 Returns


Alien Force

Season 3

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


  • 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.[9][DM 14] However, it was more powerful, yet more complicated to use fully than the Omnitrix.[DM 15]
  • Albedo installed more features in the Ultimatrix than is officially known.[DM 16]
  • Azmuth did not want to have the Ultimates in the Ultimatrix because they would be used for violence.[DJW 4] He even commented on the Evolutionary Function, stating it was "begging for trouble".[9]
  • The Ultimatrix's mistransformations were not entirely the fault of Albedo's shoddy work.[DM 19]
  • Most of the Ultimatrix aliens were both prime specimens and optimized adults of their respective species[DJW 5][MW 1] with the exception being Alien X because he is a typical representation of his race.[DM 20]
    • 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]
  • 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".[10]
  • Azmuth could keep an eye on Ben and his activities via the Ultimatrix.
  • The original Ultimatrix and the recreated Ultimatrix have very little in common as the latter could not transform a user into a different species, not counting Ultimate aliens. Both Ultimatrices share only their name and ability to evolve aliens.
  • The hourglass of Alpha's Ultimatrix being colored red was likely due to being powered by his corruptive Nanites which glow red in color.


Crew Statements

Dwayne McDuffie

Derrick J. Wyatt

Matt Wayne

Geoffrey Thorne

Duncan Rouleau

Eugene Son

See Also

Unitrix character.png Omnitrix-Ben10.png Ultimatrix Box Image Jul 2021.png OV Complete Omnitrix.png
Unitrix Omnitrix (Original) Ultimatrix Omnitrix
Omnitrix Pic.png Biomnitrix character.png Nemetrix day.png Ultimatrix (Recreated).png
Omnitrix (Ben 10,000) Biomnitrix Nemetrix Ultimatrix (Recreated)
Omnitrix ken character.png Omnitrix23 character.png Power Watch.png Zombitrix.png
Omnitrix (Replica) Hero Watch Power Watch Zombitrix
Negatrix.png Gwenomni.png Argitrix.png
Negatrix Omnitrix (Gweniverse) Argitrix