34497a3fe0ef52949a1ba8e99894ed69.png This article belongs to the Classic Continuity

Vengeance of Vilgax: Part 2 is the twenty-eighth episode of Ben 10: Alien Force.


After the explosion, Gwen emerges from the rubble unharmed, due to producing a mana shield, and she sees Chromastone and Spidermonkey get up and run away. Ben emerges from the rubble and sees Goop leave as well. The two are confused and they go to Kevin and are shocked to see that he has mutated into an amalgam of materials and can't transform back to normal. Ben, unconcerned, sees that he is missing the three aliens that escaped, as well as Way Big. Azmuth comes on the hologram and yells at Ben, telling him that he has to recapture his transformations in 24 hours before they all perish and leaves but not before telling Ben he won't help him again. Gwen can't track the aliens by their mana, but Kevin says that they can track their Omnitrix symbols with their badges. In the car, Kevin tries to absorb Gwen's skin, but he still cannot transform back into normal. The team then locate Chromastone on a pier, who is attacking a ride. Gwen says that without Ben, the aliens are nothing but instinct. Kevin attacks Chromastone and discovers that he can transform his hands into weapons, but he is defeated. Ben tries to transform into Humungousaur, but he transforms into Murk Upchuck. Upchuck and Chromastone fight through redirecting the same laser at each other over and over. Gwen shoots mana, but Chromastone sends it towards Upchuck. Kevin knocks Chromastone out and Upchuck captures him back in the Omnitrix.

The team then drive to a forest where Spidermonkey is. Gwen does research and discovers that Vilgax defeated 10 heroes and took their powers. Ben begins to worry about his upcoming battle and then the car gets caught in a giant web. Spidermonkey grabs Gwen and wraps her in the web and Ben and Kevin leap onto the web and get stuck. Ben transforms into Brainstorm and Brainstorm and Spidermonkey fight with each other while Kevin frees Gwen. Brainstorm absorbs Spidermonkey into the Omnitrix. They drive to a sewer where Goop is. Inside, Ben finds Goop's anti-gravity disk. Goop then appears and traps Ben. He attacks Gwen and Kevin, sending them flying and bringing pipes down on them. Ben transforms into Swampfire inside Goop and breaks free. Goop runs and Swampfire chases after him. They fight and Goop runs again. Gwen tells Swampfire not to shoot fireballs, but he doesn't listen and the sewer blows up. Swampfire regenerates on the surface. Gwen and Kevin come out, protected by mana. Goop destroys Swampfire, but he regenerates and captures Goop. Later, they track Way Big, but there is not enough time to capture him and get Ben to his fight. Max calls and offers to fight Vilgax for Ben, but Ben declines. Ben says that he'll stall Vilgax until Gwen and Kevin bring him Way Big. Psyphon arrives at the park and says that the battle is being broadcast on all channels and that Vilgax's fleet is in orbit, ready to destroy the planet when Ben loses. Then, Jetray flies in and Vilgax arrives.

Frozen Vilgax

Vilgax and Jetray battle, but Vilgax defeats Jetray, so he transforms into Big Chill. Big Chill freezes Vilgax, but Vilgax escapes. Vilgax is able to grab Big Chill while he is intangible and electrocutes him. Big Chill transforms into Humungousaur, who grows to full size and fights Vilgax. Vilgax defeats Humungousaur, but Gwen and Kevin arrive with Way Big. Ben scans Way Big and tries to transform into him, but he transforms into Chromastone. Chromastone fights Vilgax, and is winning, but Vilgax shatters him, destroying him and shocking Gwen, Kevin, and Max. Psyphon takes the Omnitrix and hands it to Vilgax, but it regenerates Chromastone into Diamondhead. Diamondhead attacks and defeats Vilgax, forcing Vilgax to yield to Diamondhead. Later, Diamondhead transforms back into Ben and Vilgax is banished from the Earth. Vilgax vows revenge on Ben and leaves along with his fleet and Psyphon. Max tells Ben that he blacked out the broadcast, protecting Ben's secret.

Noteworthy Events

Major Events

Minor Events

  • It is revealed that Kevin is afraid of alligators and that Gwen is afraid of spiders.



Aliens Used

Escaped and Recaptured Omnitrix Aliens



Ben: I'm missing Chromastone, Goop, Spidermonkey... and Way Big! How'd he manage to sneak away?

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Ben: Here Chromastone. (whistles) Good Chromastone!

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Ben: This is a job for... Humungousaur! (transforms into Murk Upchuck)
Murk Upchuck: (sighs) Or Upchuck. Upchuck is good.

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Ben: Eww, smells like a sewer in here.
Gwen: I'm not kidding Ben, no more sewer jokes.
Ben: Smells like a plan to me. (Gwen hits him) Ow!

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Ben: Now, Vilgax is going to get a taste of Way Big! (selects Way Big, but turns into Chromastone instead)
Chromastone: Chromastone?! Ah, Man!!!

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Vilgax: Ben 10 I've come to kill you, and conquer your world. Is now a bad time?

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Grandpa Max: By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world, and never attack it again. Do you acknowledge?
Vilgax: I do. But know this, Ben Tennyson. I will have my vengeance upon you.
Ben: Sure thing. Get outta here.

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Naming and Translations

Language Name Origin
French La Vengeance de Vilgax, 2e partie The Vengeance of Vilgax, 2nd part
Hungarian Vilgax bosszúja, Második rész Vilgax's Revenge, Part 2
Portuguese (Br) A Vingança de Vilgax, 2ª Parte The Vengeance of Vilgax, 2nd Part
Spanish (HA) La Venganza de Vilgax: Parte 2 The Vengeance of Vilgax: Part 2
Spanish (Spain) Vilgax Regresa: Parte 2 Vilgax Returns: Part 2


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Jetray
Big Chill
Paul Eiding Max Tennyson
Jeff Bennett Azmuth
James Remar Vilgax


  • Kevin saying "You've laid eggs before" when discussing Spidermonkey with Ben is a reference to Save the Last Dance when Big Chill laid eggs.
  • The Casey-Kelly Accords are a reference to Joe Casey and Joe Kelly, two of the creators of Ben 10.


  • This is the first time Murk Upchuck's transformation is shown.
  • In the Australian and Indian Cartoon Networks, both parts of Vengeance of Vilgax were joined together.
  • When the aliens are shown on the Omnitrix map, Alien X, Cannonbolt, Murk Upchuck and Lodestar aren't shown.
  • Chromastone's reformation into Diamondhead has nothing to do with Vilgax's sword being covered in crystal before he killed him.[DM 1]
  • According to Derrick J. Wyatt, Diamondhead being able to levitate his crystal prisms and make explosive projectiles were born from a glitch in the Omnitrix.[DJW 1]
    • The reason behind the appearance of these powers on the show might be due to some storyboard artist who was not familiar with Diamondhead's powers.[DJW 1]
    • However, it is unknown if this is canon as Matt Wayne seemed to be unaware of the existence of glitch powers.[MW 1]


Crew Statements

Dwayne McDuffie

Derrick J. Wyatt

Matt Wayne

Ben 10: Alien Force Episodes
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