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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 seems to have the upper hand, but as soon as Vilgax's sword absorbs Chromastone's energy, he uses it to shatter him, destroying him and shocking Gwen, Kevin, and Max. All that's left of Chromastone is his shards and the Omnitrix, which Psyphon takes and hands it to Vilgax. However, the Omnitrix activates and Chromastone's remains start to regenerate into Diamondhead. Diamondhead attacks and defeats Vilgax, forcing Vilgax to yield to Diamondhead. Later, Diamondhead transforms back into Ben and Vilgax is banished from attacking 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?! Oh, 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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Diamondhead: Diamondhead! You're in trouble Vilgax. I've had a lot of practice with this one.

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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




  • After Kevin shouts at Ben, Ben's Omnitrix's colors are reversed.
  • When Ben is about to transform into Brainstorm, his hand isn't on the spider web.
  • Brainstorm's lightning is blue instead of yellow.
  • When Ben is captured by Goop and activates the Omnitrix, Goop's body stretches farther than it should have, extending with the hologram instead of just the dial.
  • When Vilgax first hits Jetray in the fountain, his lips are green.
  • When Ben transforms from Big Chill to Humungousaur (being in his largest form), Vilgax is about the size of Humungousaur's head, but in the next scene Vilgax is about a quarter of Humungousaur's size.
  • After Vilgax shoots Humungousaur, his design is reversed. This error occurs again when Diamondhead shoots his diamond projectiles the third time.
  • Before Chromastone blasts Vilgax, his eye is different.
  • When Vilgax's sword is covered in crystal, Vilgax's torso is red instead of black.
  • When Diamondhead shoots diamonds the first time, he only has three fingers instead of four.
  • When Diamondhead raises three big shards from the ground, his eyes are wrongly placed.
  • When Ben tells Vilgax to leave, there are diamond remains behind him. In the next shot, there is nothing behind him, after which, the remains reappear.
  • When Ben tells Max that he isn't sure what happened to Chromastone, the sides of the Omnitrix are pasted and reversed in color.


  • This is the first time Murk Upchuck's transformation sequence is shown.
  • In the Australian and Indian Cartoon Networks, both parts of Vengeance of Vilgax were joined together.
  • Max is revealed to be a Magister, as shown by the two lines on each of the shoulder pads of his Plumber suit.
  • 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]


T.J. Collins

Dwayne McDuffie

Derrick J. Wyatt

Matt Wayne

Ben 10: Alien Force Episodes