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Viktor: The Spoils is the fourth episode of the third season of Ben 10: Ultimate Alien, and the the twenty-fourth episode overall.


Gyula and Fritz

In the country of Zarkovia, Prince Gyula is inside a scientific lab at an ancient castle with his servant, Fritz, are arguing over a new weapon. Fritz thinks that it is too dangerous to turn against the rebels, but Gyula says that they forfeited their protection when they turned against the throne. Fritz urges Gyula to settle the rebellion peacefully, but he turns on her then. King Xarion arrives and reminds Gyula that he is in charge of the nation. He demands to see the weapon that Gyula was hiding from him. Gyula shows him the frozen body belonging to Dr. Viktor. Gyula tells Xarion that the body is Viktor's and proposes that they restore it to life. Xarion says that if they unleash it, they will destroy the kingdom, and reminds Gyula that he is not king yet. Gyula blames Xarion for his mother's death as Xarion leaves.

Meanwhile, the team is flying over the forest in the Rust Bucket 3 and Kevin is angry because he's missing a chance to get a teleporter pod for the mission of going to Zarcovia and removing a weapon of mass destruction. Although he becomes interested when Ben tells him that the weapon is Dr. Viktor, whom Kevin absorbed during his mutation. The king of Zarcovia has asked the team for their help, they are attacked suddenly by three missiles.

Ultimate Echo Echo chasing the missiles

Ben jumps out of the Rust Bucket 3 and tries to transform into Jetray, but he transforms into Echo Echo instead. Echo Echo manages to destroy the missiles, but more missiles arrive. The Rust Bucket 3 fly away to safety and Echo Echo transforms into Ultimate Echo Echo before pursuing and destroying the missiles. However, one of the missiles hits the Rust Bucket 3, forcing it to land.

The team is immediately surrounded by Zarcovian soldiers. Gyula arrives and arrests them and claims the Rust Bucket 3. Ultimate Echo Echo arrives to the scene and transforms back into Ben. Xarion arrives and orders the soldiers to stand down. Inside the castle, Xarion explains that Gyula is the only insurgent that he fears. The team goes downstairs. Gwen reveals that there are security lasers. Ben transforms into Big Chill and phases through and deactivates them. He reveals Viktor's frozen body. Kevin insists that Viktor was alive when he placed him in the Null Void. Suddenly, the soldiers arrive and attack the team and Kevin damages a console and Viktor starts to thaw. Big Chill tries to keep him frozen, but fails. Kevin realizes that the military is wearing mind-control headsets. Viktor starts to come to life and breaks free of the ice.

Ultimate Big Chill vs Dr. Viktor

Gyula arrives and explains that he is controlling Viktor's body. Kevin attacks Viktor, but is defeated. Viktor defeats Gwen as well. Big Chill transforms into Ultimate Big Chill and freezes soldiers and tries to freeze Viktor, but he fails. Viktor knocks him out and he transforms back into Big Chill and then Ben. The team and Xarion are chained up by Gyula in a dungeon. Gyula has usurped Xarion's throne with Viktor. Gwen comes to and finds everyone chained up. Despite her power-inhibitor headband, she is able to free Xarion. Xarion frees the unconscious Ben and drags him away, intending to complete his ultimate plan.

Xarion chains Ben up in the laboratory next to Viktor and activates the Ultimatrix. Xarion transforms Ben into Chromastone, then Wildmutt, and then Goop. He then transforms Goop into Ampfibian and settles on the transformation. Xarion wears a headband and uses Ampfibian's electricity in order to activate his and Viktor's headbands. Gyula and Fritz arrive and Gyula disconnects Viktor from the machine, which causes Marion to collapse. Ampfibian transforms back into Ben and Xarion is dead. Gyula declares himself ruler, but Viktor then, who is controlled by Xarion, awakens.

Heatblast returns

Viktor attacks Gyula and orders for him to arrested. He says that Gyula will be charged with treason. Outside, the rebels attack Viktor. Viktor uses his powers and destroys tanks and doesn't feel their shots. The rebels flee before him. Just then, Heatblast arrives and attacks Viktor. Kevin and Gwen attack as well, but Viktor knocks them both out. Heatblast flies to them and battles with Viktor. Viktor picks up a tank and Heatblast melts it. Gwen casts a spell that freezes the molten metal, which traps Viktor. The army and Gyula surround the team and Heatblast transforms back into Ben. Ben wants to bring Viktor back into the Null Void, but Kevin says that Plumbers can only arrest aliens.

Gyula intends to hang Viktor and set his soldiers on the rebels. Ben destroys Gyula's remote control, freeing the soldiers. The team walks away as Viktor shouts threats after them and says that he wants vengeance.

Noteworthy Events

Major Events

  • It is revealed that after Kevin absorbed Dr. Viktor's power when he was suffering from his third mutation, he sent him to the Null Void, but somehow Viktor escaped and was frozen sometime after.

Character Debuts

Ultimatrix Alien Debuts

  • Wildmutt (Ultimate Alien debut by 16-year-old Ben)
  • Heatblast (Ultimate Alien debut by 16-year-old Ben)



Aliens Used



Ben: What do you need a teleporter for?
Kevin: Lets see. Breaking into bad guy's headquarters, escaping from bad guy's traps, uhh... saving money on spaceship fuel.
Ben: Okay, point taken. But Gwen can teleport us with her "magic".
Kevin: It makes her tired.
Gwen: It does not!
Kevin: And cranky... (smiles)
Gwen: You make me cranky!

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Echo Echo: Echo Echo! I was going for Jetray but whatever. (Blows the missiles up but keeps falling)
Echo Echo: Oh no! (Goes Ultimate)
Ultimate Echo Echo: Ultimate Echo Echo! (Blows up the rest of the missiles)

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Gwen: Doctor Viktor.
Big Chill: Or what's left of him.
Kevin: I wonder what did this to him. (Gwen and Big Chill stare at Kevin) When I dumped him in the Null Void he was still alive. Seriously.

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Gwen: Just once, I'd like to sneak in and out of a place without getting into a fight.
Kevin: If we had a teleporter pod...
Big Chill: Oh give it a rest, will ya?

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Viktor: Another tank? Bring a hundred!
Heatblast: I'm fresh out of tanks, your hiney! But I am bringing the heat!

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Kevin: This is for shooting me in the back and for making me miss out on a sweet pre-owned teleporter pod!
Heatblast: Will you punch him already?

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Naming and Translations

Language Name Origin
Hungarian Viktor, a Levedlett Bőr Viktor, The Shed Skin
Polish Król Viktor King Viktor
Portuguese (Br) Vicktor Ressurge Vicktor Resurges
Romanian Viktor: Pradă de Război Viktor: War Booty
Spanish (HA) Viktor: Despojos para el Vencedor Viktor: Spoils for Victor
Spanish (Spain) Viktor: El Botín Viktor: The Loot


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Soldier #1
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Soldier #2
Dee Bradley Baker Echo Echo
Ultimate Echo Echo
Big Chill
Ultimate Big Chill
Greg Ellis Prince Gyula
Soldier #3
Juliet Landau Fritz
Peter Stormare King Xarion


  • Earlier in the episode when Kevin says Ben could solve the civil war problem in Zarkovia over the weekend, Ben responds "I learned from last time," referring to the events of Simple.
  • The team mentions that Ultimate Kevin encountered Viktor, which was stated by Alan to have occurred off-screen prior to Absolute Power: Part 1.


  • The title of this episode is based on the phrase "To the victor, the spoils".
  • This episode makes numerous references to the movies involving the Frankenstein's monster. The monster being restrained via being frozen in a block of ice, a hunchback assistant, transferring the mind of another into the monster, a large desolate castle where the monster was brought to life, displaying it as an intelligent being and finally the equipment seen in the castle throughout the episode.


  • When Ultimate Echo Echo appears, his voice is lighter than normal.
  • Ultimate Echo Echo reverts to Ben without reverting to Echo Echo first.
  • One of the black stripes on Ultimate Echo Echo's head is blue when he releases his Sonic Disks.
  • In one scene, Big Chill's hands are colored blue instead of black.
  • When Big Chill unfolds his wings, his Ultimatrix symbol's colors are reversed.
  • When Ultimate Big Chill is defeated, a red stripe appears on his head.
  • When King Xarion is in the dungeon, he has shackles on his wrists and ankles. However, even though Gwen only breaks the shackles on his hands, he walks away without freeing himself from the shackles on his legs.
  • When Gwen breaks King Xarion's shackles, the whole bar shatters. However, in another scene, the bar is shown to be twisted.
  • When King Xarion experiments on an unconscious Ben, there is a grey bar in front of Ben's lower body, but for the rest of the next scene, it's gone.
  • When King Xarion is about to transform Ben, the green parts around the Ultimatrix's dial are grey.
  • When Heatblast punches Viktor into a tank, his Ultimatrix symbol appears larger than normal.
  • There is no conceivable reason that the soldiers' equipment should break or shatter, just because Ben turned off the mind control function.
  • When the gang walks away during King Viktor's speech, you can hear him say more without moving his mouth.


  • This episode was the first to retcon the spelling of "Viktor" from "Vicktor" as it was spelled in the original series.


T.J. Collins

Ben 10: Ultimate Alien Episodes