IT'S HERO TIME...

LIST OF BEN 10 ULTIMATE ALIEN EPISODES

Season 1: 2010 (Episodes 1 - 20)

Fame

Fame is the first episode of Ben 10: Ultimate Alien and the first episode of the first season.
A video shows clips of a few of Ben's aliens, such as Wildmutt,Swampfire, Brainstorm, Echo Echo, Jetray, Cannonbolt,Humungousaur, Rath, Big Chill, Chromastone, Goop, andSpidermonkey. The video finally shows the world about Ben's secret identity, with Kevin telling him that he's so busted.
With Ben's identity revealed, the paparazzi made it hard for him to get out of his house, and TV reporter Will Harangue is criticizing him. While talking with Julie in the DX Mark 10, Kevin and Gwen show up telling Ben that they found out where the person who revealed Ben's identity. But they find that Ben's so-called "Mastermind" is revealed to be a 10-year-old boy named Jimmy Jones.

Kevin gets mad at Jimmy for ruining Ben's life, but Ben and Gwen forgive him. Jimmy tells Ben that he was looking at pictures of aliens around the world and noticed that most of them came from Bellwood and most of them were wearing the Omnitrix symbol and Jimmy was able to piece together Ben's identity from a picture of him wearing the Omnitrix. Jimmy wanted to just let the world know how cool Ben was,
hoping he would like the fame and money. Gwen sees a picture of a red creature and Jimmy shows a video of it attacking two guards. Jimmy tells the team that all of the sightings are in Florida. This sounds like trouble for Ben and company, so they use Kevin's new jet (standard plumber issue) to travel to Florida. But then after an incident involving Kevin and the air force, Ben ends up in jail after saving an air force soldier as Jetray. He is able to be let out when Gwen and Kevin show the government their Plumber's Badges. They tell the team that the creature Jimmy showed them arises from the ocean to collect pieces from NASA's most powerful rocket ship. So Ben, Gwen and Kevin decide to stop this creature. But the creature seems too strong for both Gwen and Kevin and as for Ben, the Ultimatrix won't let him transform and starts acting weird. Ben finally is able to transform after scanning the creature's DNA and transforms into Chromastone, his first reappearance after his death, and fights the creature, but it proves too strong for Chromastone as well. It gets away and when Ben wakes up, the general tells Ben that the creature got away with the nuclear bomb, the engine for the rocket. Gwen gets the team underwater and finds the creature in a cave fixing his ship, wanting to go home. But the nuclear bomb will destroy all of central Florida, something the creature doesn't feel concerned about. To stop the team from keeping him from leaving, he throws a live cable at Gwen and Kevin, trapping them while Gwen is shielding them. Ben changes into Spidermonkey to fight, but the creature is too superior for all of Ben's forms. To take drastic measures, Ben changes into Ultimate Spidermonkey and easily defeats the creature, then traps it with Ultimate Spidermonkey's webbing. When Ben changes back, his eyes glow pink for a second and then the creature tells his name to be Bivalvan. He tells Ben that he, along with four others, were captured by a man calledAggregor and comes from the Andromeda Galaxy. He was able to escape him, but got separated and got stuck on Earth. So to help, Ben calls the Plumbers to help Bivalvan get home and stop the nuclear bomb from exploding.The next day, when Ben goes to school, he's scared that his classmates will hate him too. But decides to go in after a kiss on the cheek from Julie, as encouragement. When Ben comes in, his classmates actually applaud him for his help, including his old bullies, Cash and JT.

Later, Bivalvan is expecting the Plumbers, but instead Aggregor shows up and recaptures Bivalvan before torturing him. Bivalvan is also heard screaming off-screen.

Duped

Duped is the second episode of Ben 10: Ultimate Alien, the second episode of the first season and the 100th episode overall.
The Forever Knights try to invade the museum using an alien paramilitary tank, but they're interrupted by Ben as Rath. Gwencalls Ben and tells him that he's missing Julie's tennis game. Ben sees the Forever Knights running away, gets angry, and tears apart their tank, then heads to the stadium for Julie's game. When Julie is about to begin her match, Ben shows up and makes a huge hit of himself and blows her concentration. Julie and Gwen get mad at Ben for showing up late. Kevin wants to investigate why the Forever Knights tried to rob the museum, but Gwen disagrees on going, stating that they're probably stealing some tech to rule the Earth. Ben also wants to catch the Sumo Slammers movie, but Gwen tells him not to. She tells Ben he can't be in two places at once.
Ben then comes up with a plan and transforms into Echo Echo and splits into three, then turns back and this time there are "three Bens". One of them is the "logical" Ben, the second is the "sensitive" Ben and the third is the "arrogant" Ben. However, he doesn't know this. The logical Ben goes to the Sumo Slammers 3-D movie, the sensitive Ben goes with Kevin to investigate the Forever Knights robbery, and the immature Ben stays to watch Julie's match. The Forever Knights, meanwhile, and their king Urien find a shortcut to the museum to claim ultimate power.
Unfortunately, immature Ben keeps embarassing Julie, much to the annoyance of her and Gwen, sensitive Ben keeps annoying Kevin by blabbing about feelings, personal issues and tight subjects. Kevin then has it when he was talking how Gwen and him are together and Ben telling him since that his cousin and says that they might become a family...eventually Kevin says, "BEN, you've always been kinda girly, but today, you're CREEPING ME OUT!!!!" but the logical Ben is having a good time at the movies or at least so far. Kevin and sensitive Ben fall into the basement of the museum and meet Urian and his Forever Knights. Urien makes his minions fight Intimate Ben and Kevin, where he's still annoying Kevin due to his personality, e.g. he says to Urien,"Excuse me, sir, but the signs clearly say do not touch the exhibits (holding up the sign)". They knock Urian's minions out and find out that he's after an Toltech Battle Armor, which he uses to attempt kill sensitive Ben and Kevin. This is sensitive Ben's fault, because he stalled Kevin, saying that enemies were people, too, while Urien assembles the Aztec alien battle armor. The sensitive Ben calls logical and immature Ben for backup. The two Bens hurry to the museum to help sensitive Ben and Kevin. When Kevin sees all three Bens, he responds with," If I wasn't running for my life, I'd demand an explanation!" Sensitive Ben and logical Ben try to explain, but at the end, immature Ben cuts them off by saying, to Kevin "What's it to you?" and Kevin repeats that he's running for his life.

Then, all three Bens change into Big Chill, Upchuck and Cannonbolt to fight Urien but fail due to their weaknesses and differences, e.g. Cannonbolt slips on Upchuck's slime. So all the Bens change into Echo Echo, and go back into one Ben. Ben uses Lodestar to finally stop Urian. Even though Julie won the tournament, she's was upsetting at Ben thanks to his arrogant clone embarassing her. She kindly asks Ben to make it up for her by taking her to see the Sumo Slammers 3-D movie, but Ben tells her that he saw it during her match, which causes Julie to be very furious. She and Gwen storm off in disgust along with Kevin, leaving Ben all alone to repent for what he has done in order to gain back their trust.

Hit 'Em Where They Live

Hit 'Em Where They Live is the third episode of Ben 10: Ultimate Alien and the third episode of the first season.
Ben's mom, Sandra is washing dishes, but doesn't know that she's being ambushed by Sevenseven until her father-in-law, Max saves her. Grandpa Max soon realizes that some of Ben's enemies are hunting his family and loved ones.

Meanwhile, Ben's old enemy Rojo and her new biker gang are robbing a train. So Gwen, Kevin and Ben as Rath fight them and are stopped and praised for stopping them, until Max shows up inKevin's jet. He tells them that since Ben's identity is revealed, some of his old enemies are returning for revenge and hunting down his family. Now Ben, Gwen, and Kevin have to protect Ben's parents at all cost. Meanwhile, another one of Ben's enemies, Zombozo, has teamed up with Charmcaster, Vulkanus and Sevenseven to get their revenge on Ben. Zombozo buried someone's remains and now plans on targeting Ben's dad, Carl.
Zombozo, Charmcaster and Vulkanus flatten Carl's tire to keep him busy, but soon Ben (who has forgotten about Zombozo) and his friends arrive and battle the villains. Ben manages to defeat them as Swampfire and save his dad without him knowing it. Zombozo then targets Ben's mom again at Mr. Smoothy's and attacks her and shocks Gwen and gets her dizzy, who was trying to protect her and kidnaps Sandra.
Ben and friends go to Zombozo's hideout to save Ben's mom. Ben fights Vulkanus, Kevin fights Charmcaster and Gwen fights Zombozo. Kevin manages to defeat Charmcaster and her rock minions while Ben defeats Vulkanus and his pick-axe army as Ultimate Big Chill. Sandra's trapped on a tight-rope strapped with two bombs and holding a metal pole to keep her balance snd Gwen is tied up in tight streamers next to a pillar Zombozo has shown Gwen where she is and gets angry that Zombozo is trying to cruelly cause Sandra's death. She breaks free off screen and transforms into her dormant Anodite form and begins growing to giant size while threatening him to leave the Tennyson family alone and to spread it to all other villains. She saves Sandra unknowingly and possibly lets Zombozo go to spread the word, then reverts back to her human form off screen. After that Gwen and Sandra are found sitting on a bench and Gwen eating candy floss. She then offers Sandra if she wanted any but Sandra knows process sugar is poison. Ben and Kevin show up, since Gwen called them and Ben asked about Sandra and Kevin asked about Zombozo as Gwen was about to take a bite on her candy floss she pauses and says he does not have to worry about him any more. They came to an understanding while smiling.

Video Games

Video Games is the fourth episode of Ben 10: Ultimate Alien and the fourth episode of the first season.Ssserpent has escaped from prison and is going on another rampage. Ben arrives to stop him and turns into Four Arms to fight. Ben defeats Ssserpent by crushing him with two cars and suddenly a helicopter comes and a man comes out and introduces himself to Ben as Oliver Thompson, a video game producer and tells Ben he's going to star in his own video game.

At Mr. Smoothy, Ben meets with Kevin and Gwen, where Kevin was trying to teach Gwen how to drive and Ben tries to tell them about his new video game, but Gwen and Kevin are busy arguing about Gwen's driving skills. The argument is finally put aside when Ben agrees to teach Gwen. Kevin goes with Ben to watch him screen for his video game, and Ben shows all of his aliens' moves to Oliver (except for Nanomech who's too small to screen). But when Ben leaves, Oliver is revealed to be working for Will Harangue, the TV reporter who constantly criticizes Ben and the video game is revealed to be a ruse for Harangue to destroy Ben and counter all of his aliens' moves. When Ben tests Gwen on her driving, they're attacked by Harangue's robot called the Stalker, and when Ben fights it, it's revealed to be too strong for both Spidermonkey and Swampfire. As the Stalker fights Ben, Gwen drives Ben's car to escape it. The Stalker confuses another car for Ben's andattacks it, but Ben is able to drive it away as Jetray. Harangue notices the robot's malfunctions, so he decides to take over instead. The next day, Gwen is up for another test for her driving, and when she was doing good, she and her instructor are attacked by the Stalker again. As the Stalker chases Gwen and Mr. Webb, Ben notices the action and tries to defeat the robot as Cannonbolt, but the Stalker shoots a super powerful glue that traps Cannonbolt. Ben becomes Big Chill to escape, and the robot is also able to melt away the effects of Big Chill's ice breath. With one more transformation, Ben becomes Lodestar, but realizes the robot isn't made of metal. Soon enough, Ben gets too weak and surrenders as Harangue is about to finish him.Harangue decides not to finish Ben off, as it would threaten his ratings, so he decides to fight Ben personally in Washington D.C. and challenges him to the fight on TV. Ben accepts and he, along with Gwen and Kevin go to Washington D.C. The Stalker comes and turns on a monitor with Harangue's face on it, and through it Harangue asks Ben if he has any last words. Ben becomes Humungousaur, but the Stalker is too strong for Humungousaur. So Ben decides to use his moves from one of his video games and it causes the Stalker to go out of control and rampage. Ben realizes the only way to stop it is to use Nanomech to go in and shut down the Stalker. Nanomech is able to get in with Kevin spitting him with a straw and he breaks the robot apart. Harangue is defeated and Ben shows up as Way Big with the remains of the Stalker and crushes them and drops them on Harangue's car. The next day, Harangue criticizes Ben about framing him to be the bad guy and for also wasting the money that cost him to build the Stalker. Gwen shows up and tells Ben and Kevin she has her driver's license and she says," I passed my driving test." She uses Kevin's car to drive her friends to Mr. Smoothy, with Ben and Kevin racing to get shotgun (to sit at the front of the car).

Escape from Aggregor

Escape from Aggregor is the fifth episode of Ben 10: Ultimate Alien and the fifth episode of the first season.
Four Arms is fighting a Yeti that's being mind-controlled by Dr. Animo while Gwen and Kevin disable the device that Animo built that will turn people into Yeti. Four Arms is able to turn the Yeti against Animo by turning into Brainstorm and use his electrical brain power and Kevin is able to disable the device.
Meanwhile, in bellwood a turtle-like alien rampages and Ben, Gwen, and Kevin fight it. Realizing the creature doesn't talk (in English), they use their Plumbers badges as a universal translator. He reveals his name to be Galapagus and is looking for Ben for help. He's from a peaceful planet called Aldabra where he and his friends ate grass all day and enjoying the great gift of life. Galapagus said his kind lacks aggression. It was normal until Aggregor showed up, absorbed one of his friend's powers, then later on, he was captured by Aggregor. His goal was to absorb Galapagus' powers along with four others from other species, such as Bivalvan, P'andor,Andreas, and Ra'ad. These other aliens constantly call him names such as "turtleboy" and "amphibian face". The five aliens eventually decide to work together to free themselves from Aggregor.They free themselves and get their powers back. P'andor and Andreas decide to take over the ship, but Bivalvan, Ra'ad, and Galapagus decide to call for help. Magister Prior Gilhil responds to the message and the aliens are taken back to their prison, but Gilhil is unfortunately attacked by Aggregor. (It's confirmed by Dwayne McDuffie that he was killed on the spot).
When the aliens escape again, Galapagus has neutralized their powers and gives them to Aggregor in exchange for freedom, but he double-crosses Aggregor and neutralizes him and leads the aliens to an escape-pod. They crash-land on Earth in Florida and decide to separate to look for help while Bivalvan repairs the ship. Before Ben contacts the Plumbers, the Ultimatrix scans Galapagus' DNA for Ben. They then give Galapagus a ride home, but the Plumber riding the ship is revealed to be Aggregor in disguise and recaptures Galapagus to absorb his powers.

Too Hot To Handle

Too Hot to Handle is the sixth episode of Ben 10: Ultimate Alien.
A strange alien is offering big money ($1 million) to someone who can open a safe (which is really a containment suit). That alien is revealed to be P'andor who wants to be free of his containment suit.Surgeon, Buzz and Hammer tried to break open the armor but all had failed. After a while, Kevin who heard about it tries to free P'andor by absorbing a Taedenite sample he kept and using it to open the armor, but then changes his mind when his Plumber's Badge detects a high level of radiation.

Kevin then fights off P'andor and his minions, promising them $100,000 if they can capture him. Kevin then goes into his car and escapes, leaving behind his Taedenite sample. Later Ben and Gwen talk about how they looked for the aliens who escaped Aggregor and following Jimmy Jones' tips. When Kevin arrives, Gwen makes the boys go back so they can help P'andor get back to his home like Bivalvan and Galapagus (unknown that they were both recaptured by Aggregor).
They track P'andor and his minions to a flint-mine, where they take one of the drills and use the piece of Taedenite Kevin accidentally left behind to free P'andor. Ben tries to stop them as Humungousaur. But when P'andor and his minions threaten to hurt Gwen and Kevin, but Ben turns into Ultimate Humungousaur to fight them off so they don't hurt Gwen and Kevin. But Ultimate Humungousaur's missiles begin to make the flint-mine crumble down.
Ben tries to keep the flint-mine from crumbling down and Gwen and Kevin have an argument about whether brain or brawn is better while P'andor and his goons escape. Kevin uses his powers to keep the flint-mine from coming down and leaves. P'andor then attempts to use a Taedenite on a drill to break the armor but it still failed (even crushing the drill) and realizes that the only way to escape from his suit is by needing Kevin to absorb the Taedenite. He has his goons attack Kevin and kidnap him.

Then they all taunt him causing him to lose his temper and absorbing the Taedenite; unfortunately, he slashes at P'andor's suit, which gives him freedom. P'andor begins to absorb energy and fires at his goons when they ask for their prize money. Ben and Gwen show up and find Kevin, who's shameful for what he's done.Ben then tries to go alien, but the Ultimatrix goes into capture mode and absorbs P'andor's DNA while Gwen tries to make peace with the highly radioactive alien, but he mistakes Ben absorbing his DNA for a weapon and attacks her. Ben is then able to save Gwen as Jetray and lands her at front of Kevin who tells her to be more careful later.

Jetray fights off P'andor but he can't touch P'andor and his blasts will only feed him. P'andor then spots a power plant and tries to absorb the energy. In order to get P'andor to leave, Ben changes into Water Hazard and pretends to be Bivalvan and pretends to be his friend in order to convince P'andor to leave Earth. But unfortunately, the plan fails and Ben attempts to use Water Hazard's powers to stop him, but it also failed. Ben tries to stop P'andor as Big Chill so that he can match P'andor's fire powers with Big Chill's ice and that they can't touch each other. P'andor successfully absorbs the energy and becomes a giant.Kevin and Big Chill both design a plan to get P'andor back into his suit, so Kevin absorbs a material that can absorb the extra uranium inside P'andor. Then Ben turns into Cannonbolt but realizes it's not enough so he manages to get Kevin to put P'andor's suit back on by using Ultimate Cannonbolt to trap him. Kevin also makes an improvement to his suit by welding the wrists together behind P'andor's back to keep him in place. Ben and his friends get two Plumbers to take P'andor back to his home world and now have to focus on finding Andreas andRa'ad, but the Plumbers are attacked by Aggregor's spaceship and P'andor is recaptured by Aggregor just like Bivalvan and Galapagus.

Andreas' Fault

Andreas’ Fault is the seventh episode of Ben 10: Ultimate Alien.
Local alien con artist, Argit is going to Forever Knights' castles offering "insurance", but when they refuse, the castle crumbles down to nothing and Argit leaves.

Meanwhile, at Mr. Smoothy, Ben is celebrating his hero status and Ben 10 fans (or as he calls "Benatics") come to meet their favorite hero and get autographs from him with cups of his various aliens. But suddenly, the Forever Knights crash in and take one of the smoothy machines. Ben tries to stop them as Spidermonkey, but his big ego and fans block him from doing so. Ben, Gwen and Kevin go to Jimmy Jones for help and reveals that the Forever Knights have also stolen pizzas and burritos, but they didn't steal any money from the places they stole the food from. They go to a Forever Knights castle (one of the knights are friends with Jimmy and he was in that particular castle when the castle was falling apart in the background) to investigate, but finds it destroyed.

They sneak into another castle in Ben's car (much to Kevin's annoyance, as he was in the back seat) using Jetray and find that Argit is being leader of the Forever Knights there and steals junk food just to amuse him. If the castles he goes to refuse to let him rule their castles, he will use his new friend Andreasto destroy the castle. Andreas is also one of Aggregor's victims. Ben then scans Andreas's DNA and gains a new form. He gives Kevin money as payment for the money he owes him. Kevin then says that he loves money more than anything else in the world and Gwen gets mad at him for the remainder of the episode. Argit tells Andreas that Ben and his team are friends, but then a Forever Knight intelligence officer named Sir Dagonetcomes in and turns Argit's Forever Knight garrison against Ben and his friends.

He puts Argit and the others into a dungeon after Argit cowardly tries to save himself by telling Dagonet that Ben and team were forcing him to pretend to be the leader of the Forever Knights. However, Andreas is to be executed by Dagonet and his death squad for being an alien. Argit convinces Ben and his friends to break him out in order to save Andreas. Ben uses Goop to free himself and his friends, then goes to save Andreas. Ben fights the Forever Knights as Swampfire while Argit and the others save Andreas. But Dagonet turns the weapon he was using to kill Andreas into a bomb to kill Ben and the others."It hurts..." Argit convinces Andreas to absorb the quake of the bomb and leave, thinking Andreas sacrificed his life to save his friends. After the castle is destroyed, Argit openly shows his disregard over Andreas, which prompts Kevin to angrily scold Argit for his sociopathy and finish their friendship forever. They leave but then Aggregor shows up and finds Andreas badly injured. He heals him and takes him to his ship, then puts him in a stasis pod next to Bivalvan, Galapagus and P'andor. Now all that's left is Ra'ad and then he says, "the fun can begin".

Fused

Fused is the eighth episode of Ben 10: Ultimate Alien.
After Kevin and Gwen drop Ben off at his house, Ben can't get rid of the feeling that something is following him.

While sleeping, lightning goes through the electrical lines of Ben's house and then suddenly, Ra'ad, the last of Aggregor's prisoners, shows up and attacks him. He changes into Jetray to fight him. The battle ends when Ra'ad falls into a pool while charged up and shorts out. Ben, Gwen and Kevin then take Ra'ad to Los Soledad where they have him in a containment cell.

Ra'ad tells Ben that it's his fault that Aggregor recaptured his friends (the other four prisoners). Ra'ad confirms that Aggregor is indeed anOsmosian like Kevin and tells the trio that with the combined powers of himself, Bivalvan, Galapagus, P'andor and Andreas, Aggregor would be the strongest and most powerful being in the galaxy.

Ben offers to have Ra'ad work together with them to stop Aggregor. The Amperi seems to agree with the deal, but the moment that Ben releases him, he attacks the trio, having read Kevin's mind that if things got worse, he would hand Ra'ad over to Aggregor. At that moment, the Ultimatrix detects that Ra'ad's DNA is uncatalogued. Ra'ad states that Aggregor used Ben's Ultimatrix as a homing device to track the aliens and bypassed his calls to thePlumbers.

To prevent Aggregor from finding him, he tries to destroy the Ultimatrix with a lightning blast, but it launches its scanning wave at the same time. The mixing energies cause an explosion which blasts Ben into the wall and damages the Ultimatrix while Ra'ad has mysteriously disappeared. As Ben laments that things can't get worse, Aggregor shows up to recapture Ra'ad.

The Gang try to fight Aggregor, but he proves to be too strong for them. The Ultimatrix finally lets

Ben access a new form, but unfortunately, all that he can transform into is Ra'ad. With no choice, Ben turns into Ampfibian and fights Aggregor. Unfortunately, he's still too powerful and decides to use Ben in his Amperi form as Ra'ad's replacement. Gwen then casts an unusually strong and unnamed teleportation spell to transport herself, Ben and Kevin away from Aggregor to Kevin's warehouse. Aggregor tries to track the Ultimatrix on his ship.

As Gwen recovers from her teleportation spell, Kevin has revealed he rebuilt the machine they had used to try to hack the Omnitrix during Vengence of Vilgax on Alien Force to reboot the Ultimatrix and change Ben back to normal, since he's stuck in the Ampfibian form, although Gwen and Ben protest the idea. Suddenly, Ben begins hearing Ra'ad's voice inside his head and begins acting like him.

It turns out that the blast accidentally trapped Ra'ad inside the Ultimatrix. He refuses to allow the Ultimatrix to be reactivated because Aggregor would find them. At the same time, he's slowly taking over Ben's body. While Gwen holds Ampfibian/Ra'ad inside a magenta-purple electric glowing energy sphere, Kevin absorbs a rubber tire to enable him to get near Ampfibian and use jumper cables attached to the machine to reboot the Ultimatrix.

This time, the experiment is a success. Ben and Ra'ad are separated and Kevin remains unmutated. Unfortunately, with the Ultimatrix's signal restored, Aggregor is free to find them. Rejecting Ben's offer to fight together, Ra'ad quickly escapes as Aggregor crashes in through the roof. After dispatching Kevin and Gwen, Aggregor demands Ra'ad from Ben, who tries to fight him using Brainstorm, but Aggregor's weapon easily defeats him since it's used to handle all electrical aliens.

Aggregor then tries to forcibly change him back into Ampfibian by using his weapon on the Ultimatrix faceplate which nearly kills Ben in the process. Outside, Kevin(who was thrown there by Aggregor) sees Ra'ad and yells at him about letting the only person who wanted to help him die. Ra'ad attacks Aggregor and saves Ben. Ra'ad tells Gwen and a severely injured and weakened Ben to get out while he clashes with Aggregor.

In the midst of the battle, Kevin's warehouse explodes for the second time, but Ben, Gwen and Kevin manage to escape while Aggregor takes Ra'ad back to his ship in the middle of the blast. Now that Aggregor has all five of his prisoners, he's now able to resume transporting them to his home planet and carry out his plan of permanently absorbing all of their powers and abilities and make himself invincible.

Kevin and Gwen believe it's all over, but Ben tells them that he vows to use the powers of his 5 new aliens to save the prisoners and stop Aggregor once and for all.

Hero Time

Hero Time is the ninth episode of Ben 10: Ultimate Alien.
As Ben, Gwen and Kevin are waiting for a book signing, young movie star, Jennifer Nocturne arrives to sign her books, but is then held hostage by a few robbers armed with dangerous laser guns and after they murdered two of her bodyguards, they demand $10 million dollars in one hour- otherwise, they threatened, she would die. Everything looks bad until Ben fights some of the robbers asSpidermonkey. As one of them tries to escape, Captain Nemesis, Ben's favorite hero, arrives and knocks him out. Jennifer then gives Ben a kiss, which makes Nemesis jealous of Ben.Ben returns home to find the story on all of the news channels and Gwen, Kevin and much to Ben's surprise, Julie, who is jealous at Jennifer Nocturne kissing him. Ben assures her that it's for their careers and Julie says there's nothing going on between him and Jennifer, but she is really taking advantage of Ben to get more publicity. Just then, Nocturne arrives in a golden helicopter to take Ben to Captain Nemesis's party, much to Julie's chagrin. At the party, Nocturne introduces Ben to Nemesis, who tries to be friendly, but is obviously jealous of Ben. Nemesis even gets Ben's name wrong (Ten Bennyson). After the party, Nemesis, revealing that the hostage situation was a ruse to make him a bigger star, is seeking to become a bigger star than Ben. He has his assistant Simons enlist the help of Will Harangue, who views Nemesis as a great American icon (an opinion repeatedly noted in the episode). to capture some exclusive footage of him being a bigger hero than Ben, thinking that being a hero is all about fame.A little later, a swarm of war robots lead by Computron appear and attempt to take over the Earth, giving Nemesis the opportunity to prove he's a better hero then Ben. Nemesis and Will Harangue arrive, the former to fight and the latter to film, but Harangue is distracted by another news crew capturing his exclusive footage. Ben arrives as Jetray, ruining Harangue's plan, but when that proves ineffective, he transforms into Armodrillo and destroys most of the robots.

Nemesis manages to hide his jealousy and challenges Ben to a friendly competition to see who's the better hero. At the duel, covered by Nocturne for the Will Harangue Nation, Ben as Humongousaur easily beats Nemesis in train throwing. However, when Ben is given Rath by theUltimatrix instead of Jetray, Nemesis takes the speed challenge. As a tiebreaker, a tug-of-war is held over a mud pit, and Ben wins as Fourarms. Nemesis is humiliated live on public TV and plots to get revenge on Ben.

He makes a mountain out of molehill over his jealousy of Ben and he has his technicians remove all of the safeguards on his suit, allowing him to use more power than ever before, which would practically kill him (he doesn't seem to care that he's going to commit suicide). When Simons objects to removal of the safeguards of his suit, Captain Nemesis tells Simons to leave. He then kidnaps Julie who was shown taking her anger of Jennifer out on the tennis courts. Then he intercepts Jennifer's helicopter. When Ben calls Julie, Nemesis answers the call and tells Ben to "Come and Get Me" if he wants to see her again.

At his lair, Ben transforms into Humongousaur and then Ultimate Humongousaur, keeping Nemesis at bay and fighting him fiercely; however, he then reveals that he has captured both Julie and Nocturne and that Ben can only save one of them. Nemesis cuts the ropes and both begin to fall down. Ben transforms into Goop and catches Julie, who finally forgives him for all his mistakes and became his girlfriend again as she smiles, while Gwen and Kevin rescue Nocturne. They hide behind Gwen's shield as Nemesis's energy blasts get increasingly hotter. Nemesis finally snaps and tells that he didn't know why he protected people like Ben in the first place and decides to change his name to Overlord, then tries to kill Ben. Ben attempts to cool him off with Water Hazard and then manages to remove Overlord's power by absorbing all of the moisture in the area, and manages to defeat Overlord by beating him up ruthlessly. After turning back, Ben scolds Overlord for losing sight of what being a hero means. The police come and arrest Overlord and Harangue claims that Overlord/Nemesis was a good man forced to do bad things to take down Ben.

Ben returns home to find the story on all of the news channels and Gwen, Kevin and much to Ben's surprise, Julie, who is jealous at Jennifer Nocturne kissing him. Ben assures her that it's for their careers and Julie says there's nothing going on between him and Jennifer, but she is really taking advantage of Ben to get more publicity. Just then, Nocturne arrives in a golden helicopter to take Ben to Captain Nemesis's party, much to Julie's chagrin. At the party, Nocturne introduces Ben to Nemesis, who tries to be friendly, but is obviously jealous of Ben. Nemesis even gets Ben's name wrong (Ten Bennyson). After the party, Nemesis, revealing that the hostage situation was a ruse to make him a bigger star, is seeking to become a bigger star than Ben. He has his assistant Simons enlist the help of Will Harangue, who views Nemesis as a great American icon (an opinion repeatedly noted in the episode). to capture some exclusive footage of him being a bigger hero than Ben, thinking that being a hero is all about fame.

A little later, a swarm of war robots lead by Computron appear and attempt to take over the Earth, giving Nemesis the opportunity to prove he's a better hero then Ben. Nemesis and Will Harangue arrive, the former to fight and the latter to film, but Harangue is distracted by another news crew capturing his exclusive footage. Ben arrives asJetray, ruining Harangue's plan, but when that proves ineffective, he transforms into Armodrillo and destroys most of the robots.

Nemesis manages to hide his jealousy and challenges Ben to a friendly competition to see who's the better hero. At the duel, covered by Nocturne for the Will Harangue Nation, Ben as Humongousaur easily beats Nemesis in train throwing. However, when Ben is given Rath by theUltimatrix instead of Jetray, Nemesis takes the speed challenge. As a tiebreaker, a tug-of-war is held over a mud pit, and Ben wins as Fourarms. Nemesis is humiliated live on public TV and plots to get revenge on Ben.

He makes a mountain out of molehill over his jealousy of Ben and he has his technicians remove all of the safeguards on his suit, allowing him to use more power than ever before, which would practically kill him (he doesn't seem to care that he's going to commit suicide). When Simons objects to removal of the safeguards of his suit, Captain Nemesis tells Simons to leave. He then kidnaps Julie who was shown taking her anger of Jennifer out on the tennis courts. Then he intercepts Jennifer's helicopter. When Ben calls Julie, Nemesis answers the call and tells Ben to "Come and Get Me" if he wants to see her again.

At his lair, Ben transforms into Humongousaur and then Ultimate Humongousaur, keeping Nemesis at bay and fighting him fiercely; however, he then reveals that he has captured both Julie and Nocturne and that Ben can only save one of them. Nemesis cuts the ropes and both begin to fall down. Ben transforms into Goop and catches Julie, who finally forgives him for all his mistakes and became his girlfriend again as she smiles, while Gwen and Kevin rescue Nocturne. They hide behind Gwen's shield as Nemesis's energy blasts get increasingly hotter. Nemesis finally snaps and tells that he didn't know why he protected people like Ben in the first place and decides to change his name to Overlord, then tries to kill Ben. Ben attempts to cool him off with Water Hazard and then manages to remove Overlord's power by absorbing all of the moisture in the area, and manages to defeat Overlord by beating him up ruthlessly. After turning back, Ben scolds Overlord for losing sight of what being a hero means. The police come and arrest Overlord and Harangue claims that Overlord/Nemesis was a good man forced to do bad things to take down Ben.

Ultimate Aggregor

Ultimate Aggregor is the tenth episode of Ben 10: Ultimate Alien.
In a desert, Aggregor has Ra'ad in his clutches. Aggregor takes Ra'ad to his ship, but Plumbers arrive to capture him. Aggregor drop his spear and uses his ship's lasers to drive away the Plumbers and gets away with Ra'ad. He puts Ra'ad in a cage like the other captured aliens and attempts to escape, but one of the Plumbers attack his ship, destroying his hyperdrive.Which forces Aggregor to stay on Earth.

Ben, Gwen and Kevin are at Mr. Smoothy testing out what looks like a new smoothie flavor (lamb-and-sardine), which Ben seems to like. However, their hanging around is over when Ben's fans comes to harass Lamb and Sardine Smoothiehim. Ben becomes Big Chill and then changes intoUltimate Big Chill and blocks away the fans with his flames which soon turn into ice.They see a Grandpa Max hologram on the Ultimatrix and go to the desert where Aggregor and the Plumbers fought. Kevin breaks down the Crime scene in a CSI like fashion accurately recreating the skirmish between the two sides, which shocks the others. They take Kevin's jet to find Aggregor's ship. Gwen and Kevin talk, with Kevin shutting Gwen up with a kiss on the cheek.

They find Aggregor's drones and fight them. Ben changes into Lodestar during the battle and they defeat at the drones, so Ben decides to use Lodestar's magnetic abilities to stop the ship, but it explodes, presumably killing them. Gwen managed to protect Kevin and Max from the explosion and thought that Ben was killed, but Ben recreates himself back into Lodestar.

They wonder where Aggregor is and they find out that he is at the Los Soledad military base. Aggregor finds Paradox's time-travel machine, which he is going to use as a power source to absorb the other aliens' powers. They talk to their millitary liason Colonel Rozum and Paradox arrives, where he explains Aggregor's use of his time machine.

Colonel Rozum gives them permission to stop Aggregor, and Paradox leaves. The base is guarded with Aggregor's drones, so they battle, with Ben becoming Swampfire (changing into Ultimate Swampfire immediately after). Aggregor releases Bivalvan, Galapagus, P'andor, Andreas and Ra'ad, but takes control of their minds and has them attack Ben and his gang.

A fight is engaged against the team and the other aliens.Max release Bivalvan from control by charging his forehead into a wall,but he disappears. When Ra'ad squeezes Ultimate Swampfire, Ben becomes Nanomech and shoots Ra'ad's head piece and disappears too. After that,Kevin jump to release himself from Andreas' sitting on him and shaking him. kevin pound Andreas' forehead. Then the screen move to Gwen fight against Galapagus that blowing a wind to her. Gwen shoot her manna to Galapagus. But Galapagus immune them all .Then Gwen create one more manna and shoot it into Galapagus back. Galapagus fall down.then P'Andor that want to shoot his energy beams out from his eye. but before he exceed, Ben as Nanomech shoot his forehead, and Aggregor teleport him back. Aggregor then begins to absorb energy and Kevin tries to reason with the crazed Osmosian, explaining that regularly absorbing energy caused him to go insane when he was a kid (in the original Ben 10 series when he was Kevin 11), but Aggregor doesn't listen, claiming that it is a lie used to control the weak.

Before Kevin can further reason with him, Aggregor shoots Kevin with his spear. He then powers himself and breaks the fabric of time. Ben (as Nanomech) becomes Humungousaur and destroys the machine, but Aggregor escapes and the aliens disappear. Aggregor reemerges as being fused with all of the aliens and has become "Ultimate Aggregor".

Map Of Infinity (EPISODE)

Map of Infinity is the eleventh episode of the Ben 10: Ultimate Alien series.
From the previous episode, Aggregor has absorbed the powers ofBivalvan, Galapagus, P'andor, Andreas and Ra'ad, transforming him into Ultimate Aggregor. Ben as Humungousaur, battles Aggregor in a fit of rage and anger. As Ben was about to beat Aggregor some more, Gwen stops him with her force-fields. However, the attacks did nothing to Aggregor, as now he has Bivalvan's invulnerability. He's now also immune to Gwen's mana attacks, which is from Galapagus. He then battles Kevin and Gwen and defeats them. Ben tries to attack him again, but Aggregor defeats him with one, earth-shattering punch and then leaves. Ben wakes up from Aggregor's attack to see Azmuth in his face. Azmuth seems upset by theUltimatrix's workmanship and its evolutionary function begging for trouble, which was made from his former assistant, Albedo. Azmuth then tells that Aggregor is now looking for the most important object in the universe.

Azmuth brings Ben, Gwen, and Kevin to Galvan Mark II, where he explains that the reason Aggregor absorbed the powers of the aliens was to become unstoppable on his quest to collect the pieces of the Map of Infinity, which can give the user its power to travel anywhere in seventeen dimensions. Aggregor wants the Map to reach the Forge of Creation and become even more powerful. To make sure the map's power doesn't fall into anyone's evil hands, Paradox divided the map into four pieces and placed them in random places. The group's job is to collect the pieces before Aggregor can obtain them. Grandpa Max is forced to stay off the mission as one of Aggregor's attacks damaged his whole nervous system, and is supposed to be giving him a new one.

Ben, Gwen and Kevin go to the place where the first map piece is held, a half-fire, half-ice planet called Mykdl'dy. The team has to wear Plumber suits or they could die in the planet's atmosphere. They find the temple where the map piece is held, but it's guarded by white Necrofriggians (Big Chill's species). Gwen tries to make peace with them, but after Ben (as Big Chill) mentions taking an artifact, they attack Ben and he must stay as Big Chill, because the transformation destroyed his Plumber suit. When Big Chill proves to be too weak, Ben becomesEcho Echo, but later becomes Ultimate Echo Echo. They manage to get in the temple and the Necrofriggians leave them, but their leader says they won't be able to pass the following traps without a guide. Kevin accidentally springs a trap and a giant spiked hammer comes and seemingly crushes them.

Gwen was able to protect them with her powers and now Kevin's suit is torn, too, but he's able to survive when he absorbed the stone on the hammer. Gwen springs another trap and she and Kevin fall into a vat of boiling acid, but Ben manages to save them. They then fight a two-headed monster and after defeating it with Ultimate Echo Echo's sonic discs, they go on ahead. Gwen protecting herself and Kevin from acid (liquid methane).Ben once again springs another trap and they run through a corridor of poisoned darts. They reach the door containing the map piece in it and Ben lifts the door a little (still in Ultimate Echo-Echo form) along with Kevin, then changes into Four Arms when it proves to heavy. Together they lift the door just enough for Gwen to go inside and collect the piece.However, upon entering she learns that she was struck by a poison dart earlier and immediately passes out. Aggregor comes and reveals he made Ben and his friends go through the traps for him so he wouldn't have to do it himself. Aggregor takes the map piece and leaves. While Ben holds the door, Kevin picks up Gwen and they escape the temple by Ben crashing through the walls as Cannonbolt. But once they reach the ship, Ben changes back to his human form and passes out. Kevin is able to get Ben and Gwen in the ship and takes off. Kevin heals Gwen from her poisoned dart and Ben survives but now he has half of a sunburn on his face. As Kevin and Gwen thought it was over, Ben says he will make Aggregor pay and promises to get one one of the last three Map pieces left before he does.

Reflected Glory

Reflected Glory is the twelfth episode of Ben 10: Ultimate Alien.
The Forever Knights are trying to retrieve what looks like an alien artifact and Ben and his friends come to stop the attempt. Ben becomes Armodrillo and fight the Knights. After defeating them, they see a light and it's revealed to be Cash and J.T.

The boys say they became Plumbers and showed their fake badges and Oliver Thompson from Video Games is now working for the boys after Will Harangue fired him when the robot he built for him failed to kill Ben. Cash touches the artifact, which becomes a robot. They battle the robot and Ben becomes Terraspin. The boys begin acting like the leaders and telling the team how to fight. The Forever Knights escape with the robot's battery and they leave. J.T. and Cash explain they try to take credit for Ben's plans by having Oliver help them get rich and famous, so they decide to try become "somebodies". So they decide to let them go with their plan, with the exception of Kevin, but is able to go with the plan by getting some of their money. However, when they explain they are the brains behind Ben, Psyphon looks and sees what they say, angering him in some way.

They begin to track down the Forever Knights with Gwen's powers, so they go to the beach where Ben defeatedVilgax, where he fought his old enemies and how they managed to get Ben back from the Null Void from Sunder's power axe. They infiltrate one of the Forever Knights' homes and he explains their plan by stealing a power decoupler. The Forever Knights discuss their plan with the weapon and Ben's team comes in to fight (with Ben asFour Arms) with Cash, J.T. and Oliver filming the scene. Kevin gets angry with them not helping and Psyphon comes in to destroy Cash and J.T., believing them to be the masterminds behind Ben Tennyson.

Psyphon shows up with his R.E.D.s and blames Cash and J.T. for his master Vilgax's defeat and will want to destroy them. Ben becomes Spidermonkey to fight Psyphon and his R.E.D's. While Psyphon chases Cash and J.T. and Gwen and Kevin fight the R.E.D.s, Ben fights Psyphon. When Psyphon proves to be too strong for Ben, Ben becomes Ultimate Spidermonkey. Psyphon then learns that Cash and J.T. are worthless of destroying after revealing their scam to Psyphon. Gwen and Kevin destroy the R.E.D.s and Cash and J.T. use the energy decoupler to defeat Psyphon and save Ben. However, when they used the energy decoupler, the power from Oliver's camera ran out and the act of the boys saving Ben from Psyphon did not show. Oliver tells the boys that since they revealed their plan on camera and their act was not shown, no one will watch their blog ever again. The boys are now left in disgrace as total losers and Ben and his friends quit their job of having them take credit fortheir actions.

Deep

Deep is the thirteenth episode of Ben 10: Ultimate Alien.
Underwater, a Magister Plumber named Pyke is searching for something. He finds a swimming object which happens to beUltimate Aggregor who seems to defeat Magister Pyke.

Ben is surrounded by fans and tries to escape as Goop, but fails while Gwen and Kevin save him. Ben receives a message from Pyke about Ultimate Aggregor. They go to planet Pisciss to search for Pyke, but are attacked by a monster. They use the electrical gauntlets in their Plumber suits to defeat the monster, but in the battle, Kevin's helmet cracks.

With Kevin drowning, Gwen blasts him against the jet's side, causing him to absorb the jet's coating, saving from from being crushed by the water pressure, while a nearb Little fish giving Kevin air supply after his plumber suit broke.y fish is able to convert itself into a helmet for him so he can breathe. Pyke shows up and they go with him to find Ultimate Aggregor. Ben's helmet cracks when they battle many sea creatures and he tries to transform, but becomes Humungousaur. He scared them off and turns into AmpFibian.They pass the guards once they explain their Plumber business, and go to the core of the planet, where it looks like Ultimate Aggregor is attacking. The core has air in it, Pyke uses a water helmet to breathe. But a tremor occurs and Pyke is crushed by a rock. While Gwen stays to help him, Ben and Kevin go on, but find Ultimate Aggregor grabbing the planet's core piece that keeps it together. It turns out the anti-gravity multiplier that holds Piscciss together is the second piece of the Map of Infinity, which Paradox disguised it so no one would not suspect. Ultimate Aggregor leaves and Big Chill chases him. Gwen, Kevin, and Pyke with the core guards. Big Chill turns into Ultimate Big Chill when the guards keep distracting him and his friends as the culprits for stealing the core piece. Ultimate Aggregor escapes Piscciss. Ultimate Big Chill, trying to prevent Piscciss from scattering into pieces,Little Fish and Kevintransforms into Goop, and uses his anti-gravity projector as a substitute, but it also sucks in Goop. Soon the water turns green and Piscciss pulls itself back together, with Goop reverting back to Ben and being saved before he drowns. Pyke thanks them for their help and Kevin wards off the fish that was used as his breathing helmet.

Where the Magic Happens

Where the Magic Happens is the fourteenth episode of Ben 10: Ultimate Alien.
The group is chasing Aggregor, who happens upon a door and shouts an incantation, where the door glows symbols and opens to a world that looks like it is full of mana. Unfortunately, Ben as Four Arms wasn't strong enough to keep the door open and it closes. Ben remembers the glowing symbols and writes them down, but Gwen cannot spell out what the symbols read. She does know someone who can read the symbols, that person is Charmcaster. Charmcaster begins fighting Gwen before she could tell why she came andAdwaita Charmcaster stops fighting when Gwen mentions Aggregor crossing a portal looking to be made of pure mana. Charmcaster decides to help and she and Gwen go back to the door and Charmcaster says the incantation (Yawa Tobsic) which is the gateway to Legerdomain, the dimension making up of everything that is mana. Charmcaster explains she was born here and that she and Hex were sent to Earth by Charmcaster's father, who was fighting the ruler of Legerdomain, Adwaita, but died in battle. Gwen also notices that her magical and Anodite powers and abilities have gotten much stronger and more powerful. Adwaita's stone creatures attack the group and battle them. Ben tries to fight as Jetray, but cannot fly since the sky and earth are not parallel. Ben becomes Cannonbolt and the stone creatures are defeated, but are encountered by Adwaita.Adwaita tries to kill the group by covering them with rock, but Charmcaster and Gwen frees them and they flee from Adwaita. They are then attacked by Adwaita's stone bat-like creatures, (Scrutins) and Ben becomes Chromastoneand they fight the creatures while Charmcaster prepares a spell that will protect them. The spell works and the creatures leave. Soon, they come across a gap, where Charmcaster hears her father's voice, telling her to step into the gap to reunite with him. Gwen is able to convince Charmcaster it is a trick and they move on. Soon, they are encountered by Adwaita's guard, Palorfayg.

Ben becomes Humungousaur and fights the creature, where he kills it by pushing it off a cliff. Adwaita, angered by Ben killing his pet, attacks them and .ntraps them in frozen blocks. Ben becomes Ultimate Humungousaur and frees the others and fights Adwaita. The Alpha Rune, the key to all of his magical power and strength, is gone and he is attacked by Aggregor, where the Alpha Rune is revealed to be a piece of the Map of Infinity. Aggregor escapes the crashing dimension and Charmcaster helps the team get out, but stays behind to free her people and they promise to come back and help her. Aggregor had nearly all the pieces of the Map of Infinity and the team vowed to make sure Aggregor will pay and find some way return to help Charmcaster and free her people.

Perplexahedron (EPISODE)

Perplexahedron is the fifteenth episode of Ben 10: Ultimate Alien.
This episode takes place after Where the Magic Happens.

Azmuth contacts Ben on the Ultimatrix and not happy at him for failing to stop Aggregor from claiming three of the four pieces to the Map of Infinity. When Ben tells Azmuth that scolding him is not going to help him, Azmuth agrees then teleports Ben, Gwen andKevin to another galaxy to the Perplexahedron, a giant cube-like artificial planet and find Aggregor approaching the planet.

The group chases Aggregor, but he is able to successfully get in using his three pieces of the Map of Infinity and the group is able to get in there as well, but barely. Gwen cannot track Aggregor, possibly due to the Perplexahedron, and they going to random doors that seem to defy gravity. Ben gets Gwen to make trackers on the floor and it shows the hallways are moving down to random rooms. When Kevin punches the locked door, it activates its security system. Ben tries to become Chromastone, but instead becomes Humungousaur. And now, they are waiting their supposed death as the lasers move in closer to them. Gwen manages to destroy the lasers, but then they encounter a big, white humanoid robot, which they later defeat. They encounter another trap, which is a wind tunnel and Ben and Kevin and Gwen are separated. Ben holding Gwen from falling into a wind tunnel.Gwen fights more security drones and encounters Aggregor (who simply ignores Gwen). When the room Ben and Kevin are in is flooding, Ben becomes Ripjaws to free them. The next room they go in becomes filled with acid and Ben manages to save him and Kevin using Spidermonkey. Gwen and Aggregor keep going through the Perplexahedron, where they keep encountering security, but Aggregor easily destroys the traps. Soon, they come into a room where it is snowing and Aggregor finally gets tired of Gwen when she tries to get his attention, so he hoses her into a wall, where she freezes.Ben manages to free Gwen from her frozen prison as Swampfire and she and Kevin kiss. They realize to get to the final piece of the Map of Infinity, they have to go through the rooms where the guards appear. They do that and soon encounter the Sentinel, the keeper of the final piece of the Map of Infinity and his crown is revealed to be a piece of the Map of Infinity and knows a lot of Aggregor's plan. He tells Ben that his mission in protecting the final piece has succeeded and that the Perplexahedron has fulfilled its purpose. The Perplexahedron begins to crumble and Aggregor appears and beats the Sentinel for the Map of Infinity. Ben becomes Cannonbolt and Aggregor is able to defeat him, but Ben becomes Ultimate Cannonbolt and begins to deathly hurt Aggregor for his crimes. But Aggregor is still unbeatable and fights off Ben, then takes the last piece of the Map of Infinity. Ben, Gwen and the Sentinel are picked up by Kevin and the Sentinel is unhappy at Ben for his failure to not protect the Map of Infinity and then he disappears. But the team still vows to stop Aggregor once and for all, before he puts his plan into motion.

The Forge of Creation (EPISODE)

With Ultimate Aggregor having all four pieces of the Map of Infinity, it looks like his plan will come to fruition. Azmuth scolds Ben, Gwenand Kevin for failing to stop him. As Azmuth believes all hope is lost, Ben says there is still another way to stop Ultimate Aggregor. He says Kevin put in a security system to prevent the transformation of Alien X, so Gwen and Kevin give Ben their keys and unlock Alien X, then Ben transforms into him.Inside Alien X, Ben tries to get the attention of Serena andBellicus. As they begin arguing over minor things, Paradoxsuddenly appears, causing the two personalities to grow angry and attempt to destroy Paradox, as he is prohibited to be within 500 light-years of them, until Paradox is able to turn Ben back to normal and out of Alien X. After some arguing between each other, Azmuth and Paradox explain that Aggregor's plan is to use the Map of Infinity to enter the Forge of Creation, where Celestialsapiens, like Alien X, are born. Ultimate Aggregor is intent on absorbing the powers of a newborn Celestialsapien that has not developed multiple personalities, and can easily conquer the universe. Paradox brings Ben, Gwen and Kevin to the entrance to the Forge of Creation, where he leaves them as he cannot go there. Soon, the group is attacked by Ultimate Aggregor's drones and Terraspin is able to get rid of them. Unfortunately, Kevin's jet hits a wedge in the time barrier and Ben accidentally falls in, only to be saved by Gwen. But Ben just realizes he has brought his ten-year-old self with him.

Young Ben notices Kevin and still believes him to be evil. He transforms intoHeatblast and fights Kevin. Ben tries to become Big Chill to stop Young Heatblast, but becomes NRG instead. Soon, they reason with Young Ben, explaining Ben is his older self and that Kevin is no longer evil. Young Ben notices Gwen and instantly insults her like in the original series. With no way to get Young Ben back to his own time, he is forced to join the others. Along the way, Young Ben admits why he was so obnoxious six years ago and looking through the Ultimatrix, seeing how "lame" the aliens exceptHumungousaur are. They reach the Forge of Creation, filled with giant debating Celestialsapiens, frozen in place. They come across against an even bigger pregnent Celestialsapien, holding a baby Celestialsapien in her hands. But then, Kevin's jet crashes and they crash into the mother Celestialsapien's hands.

Both Bens become Four Arms to break free of the jet. Ultimate Aggregor suddenly approaches them and easily defeats them. Four Arms turns Young Four Arms into Young Stinkfly to distract Ultimate Aggregor, while Four Arms becomes Ultimate Swampfire to fight Ultimate Aggregor. But Ultimate Aggregor is still too powerful and still defeats both Bens. Young Ben says that Kevin could absorb the aliens on his Omnitrix, but Kevin says that "He better go with the A-game" and instead chooses to absorb the Ultimatrix, being Ultimate Kevin. He prevents Ultimate Aggregor from absorbing the baby Celestialsapien's powers and absorbs his powers, turning Aggregor back to normal.

Ben, Gwen and Young Ben prevent Ultimate Kevin from finishing off Aggregor, but by absorbing the energy of the Ultimatrix aliens, he has become insane once more. He even thinks about absorbing the baby Celestialsapien himself, but Young Ben complains Ultimate Kevin is a jerk and is too busy feeling sorry for himself that he does not notice people try to be nice to him. Ultimate Kevin leaves them, promising to "come back". Paradox appears, telling them he is sending Young Ben back home and will think the whole adventure was a dream. Gwen tells Young Ben to be nice to Gwen and kisses him on the cheek, much to Young Ben's embarrassment. Paradox leaves with Young Ben and now Ben and Gwen's current mission is to return Ultimate Kevin to normal.

...Nor Iron Bars a Cage

Nor Iron Bars a Cage is the seventeenth episode of Ben 10: Ultimate Alien.
In the prison dimension Null Void, a prisoner called Trukk is released from solitary confinement and brought back to the mines. His cohort, Quince, tells Trukk that when Trukk was in solitary, a new prisoner came. That prisoner is revealed to be Kevin, who from the previous episode absorbed Ben's Ultimatrix and became a monster similar to his first mutation in order to stop Aggregor, becoming Ultimate Kevin.
Ben and Gwen got word that ever since Kevin left the team, he has gone on a revenge spree on everyone that did him wrong. They visit a man named Barry at a hospital, who said Ultimate Kevin beat him up because he owed him money but forgot. Back in the Null Void, Trukk tries to get Ultimate Kevin's attention, only to be beaten up by Ultimate Kevin. Quince covers Ultimate Kevin by saying Trukk tripped on his pick-axe. Meanwhile, Ben and Gwen search Kevin's room. Ben sees the Null Void symbol scratched on the floor by Kevin, giving him and Gwen a clue to Kevin's whereabouts. During a lunch break, Quince finally recognizes Kevin and apologizes to him for getting back in the prison. But Ultimate Kevin explains he went back in the prison for revenge against the warden, Morgg. Morgg and his robot and Quincet guards find Ben and Gwen teleporting to the prison. Ben and Gwen arrive to tell Morgg that Ultimate Kevin is going to kill him. Morgg ignores their warning and has his robots take them to a room to stay in until a supply ship picks them up. Meanwhile, while the prisoners are still mining, Ultimate Kevin flashes back to the last time he was a prisoner. He was still mutated and got so angry, he threatened to hurt all the prisoners. Quince and his friend, Kwarrel, watched. Kwarrel walked up to Kevin, telling him to calm down. Kevin tried to fight Kwarrel, but Kwarrel easily defeated him and told him to come to him to give up on the anger. Sure enough, Kevin did and Kwarrel taught Kevin to calm down, to control his powers and to absorb solids rather than energy. However, Kwarrel was being watched by Morgg, who by that time was a guard and somehow started a riot between the other prisoners. Kwarrel and Kevin went down to a tunnel Kwarrel was digging up for years in order to escape, but Morgg found them and while Kwarrel urged Kevin to escape, Morgg destroyed Kwarrel with his blaster. Back in the present time, Gwen is trying to open the locked door in her and Ben's room. Ben transforms into Goop and frees them by burning the lock. Morgg and the guards catch Ben and Gwen in the mines and he orders the guards to destroy them. When they reach a dead end, Ben transforms into Humungousaur and destroys the guards, but inhales a blue dust that makes him see Gwen as a monster.Ben fights Gwen, not knowing she is herself. Gwen finally snaps Ben out of the hallucination when she slaps him in the face. When Ben changes back, they realize Morgg is not only a prison warden, but an intergalactic drug trafficker. He is using the prisoners to mine an alien dream dust and sell it to the highest bidder. His plan where he replaced the old guards with robot guards is so no living guards can betray Morgg and reveal his plan to others. Ultimate Kevin and Quince confront Morgg and Ultimate Kevin is about to kill Morgg to avenge Kwarrel's death. But Morgg activates the prisoner's collars, and they begin suffering an extremely painful shock, including Kevin and Trukk. When they notice the prisoners getting killed, Ben transforms into Echo Echo and uses his sonic abilities to destroy the collars. The prisoners destroy the rest of the robots and Kevin was about to kill Morgg until Ben and Gwen arrive. As Ultimate Kevin was about to strike Morgg, Ben becomes Armodrillo and tries to prevent Ultimate Kevin from getting Morgg, but Ultimate Kevin is too strong and pushes Ben to the wall, where the mines collapse. Ben, Gwen and Quince manage to escape, but Ultimate Kevin is trapped on the other side with Morgg. Ultimate Kevin chases Morgg and cuts the line to the elevator Morgg was using to escape. Luckily, Gwen is able to save Morgg, but he is arrested for his drug dealing. They notice most of the prisoners escaping, but Ben allows it, as they are still trapped in the Null Void anyway. Ultimate Kevin also escaped, thinking Morgg is dead and Quince stays as he still believes he has time to serve. Ben now believes Kevin is too dangerous and tells Gwen they may have to put him down, much to Gwen's horror.

The Enemy of My Enemy

The Enemy of My Enemy is the eighteenth episode of Ben 10: Ultimate Alien.
In a small hut, the Vreedle Brothers' father speaks with Argit, saying he enlisted them to the Plumbers' Academy, but are failing in their exams. He is sending Argit to change their scores or he shall get a bad punishment for not doing so.

While taking a ride in Ben's car, Ben and Gwen discuss that Kevinis still continuing his endless rampage on everyone that wronged him and that he needs to be taken care of. Just then, Ben accidentally runs over Argit, but he still manages to survive. Argit explains that he needs their help in order to hide from Ultimate Kevin, who he met earlier when he came to earth for some supplies from Ultimate Kevin, but finds Kevin in his monster form and attacks him for all of his double-crossing, but Argit was able to escape. Argit says that they need to hide him from Ultimate Kevin, so they suggest a few places until they settle on the Plumbers' Academy, which Argit only agrees to go to because he needs to fulfill his promise to Mr. Vreedle. While on the way there, Ultimate Kevin attacks them. Ultimate Kevin uses Big Chill's intangibility and goes inside the jet asking for Argit. Ben becomes Jetray and tries to fight Ultimate Kevin, but Ultimate Kevin is too strong. Gwen activates the air-lock, which sends Ultimate Kevin out of the jet and only leaves them so he can save his falling car .The group arrives at the Plumber's Academy, where they are greeted by the headmaster Magister Korwak, but he is not happy to see Argit with him. The headmaster has ordered to take Argit to a cell while he talks to Ben and Gwen about bringing Argit here so he can escape from Kevin. Meanwhile, Argit fakes having to go to the bathroom, with his escort taking him and before he could realize it was a trick, Argit uses his quills to stun him. Argit then begins looking around for the students' grade room, but unfortunately ends up in a cafeteria filled with students. The Vreedles are also there and Argit tells them about their plan, but to keep a low profile by not acting who Argit is. Argit does find the room and changes the scores, but the Plumbers' Academy is shocked when Ultimate Kevin arrived.

Ben and Gwen confront Kevin when he goes inside and attacks the students defending the school. Ben becomesHumungousaur to fight Ultimate Kevin, but Ultimate Kevin is stronger. Ben changes into Ultimate Humungousaurfor more power to fight Ultimate Kevin, but Ultimate Kevin still reaches the upper-hand and defeats Ben. As Ultimate Kevin was about to kill Ben, Gwen tries to stop him while Ultimate Kevin begins arguing with her. Then, Ultimate Kevin sees Argit, which makes him remember why he is here and tries to get Argit. Argit quickly runs back to the Vreedles and tells them he needs their help to fight Ultimate Kevin and the Vreedles unzip a bunch of weapons. Argit and the Vreedles come back and Ultimate Kevin begins throwing Argit around the room hard. The Vreedles launch a bomb at Ultimate Kevin, but had no idea that the bomb will destroy the school and everyone inside it. Ben wakes up in the nick of time and transforms into Echo Echo to stabilize the bomb using sonic cries, but it doesn't work, so Ben transforms into Ultimate Echo Echo and takes the bomb using his sonic disks into space and holds it together until it explodes. As Ultimate Kevin was about to finish Argit off, Gwen stops him, causing Ultimate Kevin to get really mad, but a little bit of his sanity helps him spare Gwen's life. Ultimate Kevin leaves, thinking Argit to be dead, but Argit was able to shut off his pulse so Ultimate Kevin would think he would be dead. The headmaster orders the Vreedles to arrest Argit for bringing assault of two cadets and 14 acts of warrants for his arrest and Ben and Gwen wonder if Kevin could really become sane and normal again.

Absolute Power: Part 1/Part 2

Absolute Power: Part 1

Absolute Power: Part 1 is the nineteenth episode of Ben 10: Ultimate Alien. This episode celebrates the five year anniversary of Ben 10.
Alan is shown running in some cornfields, looking panicked and worried. Then, he encounters Kevin, who keeps saying Alan has something of his, with Alan keep trying to convince him he doesn't have anything he wants. Eventually, it is revealed Ultimate Kevin wants Alan's power and he absorbs it, gaining his powers.

Kevin was going to kill Alan, but Ben as NRG stops him and fights him. After a short battle, Kevin leaves and promises to come for Ben's power. Alan explains to Ben that Kevin has gone on a power-hunting rampage and he already absorbed Helen, Pierce, Mannyand even Dr. Vicktor's powers. Ben finally decides that he must eliminate Kevin in order to stop his rampage, but Gwen disagrees, still believing there can be a way to help Kevin. Ben doesn't think so and the disagreement between the two cousins becomes a fight, with Gwen trying to trap Ben in a bubble, but escaping as Chromastone. Gwen uses a spell that increases the gravity on Ben, but Ben transforms into Terraspin and blows Gwen on her house. Gwen uses another spell to slow Ben down and Ben transforms into NRG and melts the floor, creating a wave of lava, but Gwen survives it by being protected in her shield. Ben comes up to Gwen as Nanomech and Gwen traps Ben in her spellbook, but Ben, finally having enough, becomes Way Big and uses his cosmic ray attack on Gwen, finally defeating her and making her go unconscious. After transforming back, Ben says that he was able to defeat Gwen because she cared too much about him and that she doesn't have what it takes to deal with Kevin.At a warehouse, Ben is attacking some Forever Knights as Lodestar, asking for Kevin's whereabouts, but they do not know and he proceeds to attack them. Meanwhile, Gwen is visiting Max Tennyson, asking for advice on how to help Kevin and that Ben is going to kill him. But Max says Ben is doing the right thing and Kevin has to be put down in order for innocent lives to be safe. Gwen says she's going to find someone that will help and ironically, that person is Darkstar, who has been living off the energy of stray dogs. Gwen tries to prepare a spell, but Darkstar tries to absorb her mana. Gwen backs him off, which knocks off his helmet. Gwen completes the spell, and Darkstar regains his old face back. When Darkstar asks why Gwen would do this for him, she says that she needs his help. Meanwhile, Ben is driving in his car and Grandpa Max contacts him on the Ultimatrix, saying that he agrees with Ben's intentions of stopping Kevin, but also saying that the way he is intending to do it is not the move he would select, as he gives people second chances and they live to his expectations. He explains that he would eliminate Kevin, but never thought Ben would. Ben says that his past friendship with Kevin is now gone for good and that in order to save the lives of innocent victims, Ben must destroy Kevin.

.In a cave, Ben as Humungousaur is fighting Vulkanus, asking him for Kevin's whereabouts, with Vulkanus trying to avoid the questions. He tries to escape Ben by crawling out of his suit and running away, but Ben catches him and starts shaking him. When Ben was about to give Vulkanus the pounding of a lifetime, Gwen stops him. When Ben was charging at Gwen, Gwen traps him in a mana cage, but Ben breaks out by punching the ground, causing Vulkanus to fall through the chasm Ben makes. Darkstar arrives, offering his assistance to Ben to find Kevin, though Ben does not take it well. Darkstar explains to Ben that he and Kevin are the same because of their cravings for energy (and Ben keeps pointing out they're both evil), so Darkstar can predict Kevin's next move. Darkstar explains that when Kevin destroyed the Dominus Librium, the ancient artifact that cured Kevin and Darkstar of their previous mutations, he managed to salvage a piece and that it lost all of its power, but with enough energy supplied in it, they could tap into its powers and could cure Kevin. Ben becomes reluctant to follow through Darkstar's plan and is just intent on finding Kevin in order to put him down. At an arcade, Gwen encounters Kevin and explains that Ben is after him and that she wants to help him, but Kevin starts to lose control and attacks Gwen. He uses his fire powers against her and surrounds her with a wall of fire, but Gwen stops the fire using a wind spell, and then Kevin traps Gwen with vine seeds. Gwen still manages to use her spellbook, and uses a spell that summons Charmcaster's Stone Creatures. The monsters free Gwen and attack Kevin, but Kevin absorbs the mana contained in the creatures and attacks Gwen with a mana blast. Then he attacks her with an unusually strong and powerful sonic scream, which knocks her to the wall and then Kevin begins absorbing Gwen's magical and Anodite powers and Gwen screams in pain and agony while Kevin looks all the more pleased. To be continued...
Absolute Power: Part 2
Absolute Power: Part 2 is the twentieth and season one finale of Ben 10: Ultimate Alien.
From the previous episode, Kevin still absorbs both of Gwen's Anodite and magical powers. She begs him to stop. Still angry with her, Kevin says it's her fault and she could've helped him with her magic. She is able to escape from Kevin by using a spell that has all the arcade games inside attack him. When Kevin destroys all the arcade games, Gwen is able to teleport out and meets Ben andDarkstar. In the jet, Darkstar explains that since Kevin had a taste of Gwen's powers, he would want more, making Gwen the bait in his plan. They land in Los Soledad, where Darkstar shows that he recruited Cooper (who had a growth spurt) to help him with turning Kevin to normal by building a machine that will tap into Darkstar'sDominus Librium piece that can absorb Kevin's powers and all of the powers and abilities he stole and return him to normal. Cooper begins building the machine while Ben tells Gwen that he is the only one who can stop Kevin's rampage because Paradox told him and is still reluctant to follow Gwen's plan. Kevin arrives at Gwen's house and when he bangs through the door, he finds Max, fully healed. Max then begins fighting Kevin and was gaining the upper hand, but Kevin defeated him and was about to kill him, until his stepfather, Harvey Hackett interferes.

Kevin and Harvey begin arguing, with Harvey explaining they had to get rid of Kevin when he was eleven years old because he had demolished their house with his Osmosian powers. Ben comes and finds Kevin and starts fighting him as Big Chill. He freezes him, but he breaks out. Ben transforms intoSpidermonkey and swings Kevin with a streetlight, but Kevin returns. Ben smashes him into the Rustbucket and Gwen comes out. Kevin drives away Ben by creating a tornado that sucks up Ben and leads him to the city. Gwen runs away from Kevin and Ben gets himself out of the tornado by webbing himself to a streetlight and contacts Gwen on the Ultimatrix. Gwen is running away from Kevin, who is following her and is able to drive him away by throwing magenta-colored glowing mana spheres at his face. Gwen jumps on a truck, but Kevin is in front of the road and the truck crashes into him, causing an explosion alerting Ben into a desperate worry.Gwen trying to escape Kevin. Gwen and the driver were able to survive by being protected by Gwen's magenta-violet purple shield, but Kevin survives also and Gwen tells the trucker to run. Gwen still tries to talk to Kevin, but his insanity is still preventing that. Gwen beats Kevin using a lightning spell, but instead Kevin uses the lightning as fuel for his Chromastone powers. As Kevin was going to absorb the rest of Gwen's magical and Anodite powers, Ben comes and transforms into Echo Echo to fight.Kevin seemingly kills all the Echo Echo clones and starts absorbing Gwen's powers again, but he is hit by a laser blast from Julie Yamamoto and Ship. Julie brings Gwen into Ship and begins flying to Los Soledad where Kevin follows them. Luckily, Ben is able to survive by having one of the Echo Echo clones staying inside the trunk of Ben's car. Meanwhile, Cooper and Darkstar are almost done building the machine and Gwen calls Cooper to warn them that Kevin's coming. Cooper thinks of a plan to distract Kevin by taking control of Los Soledad's missile silos and firing them on Kevin. But Kevin destroys all the missiles and survives the ones that hit him and walks to Gwen, having enough. When Cooper tries to stop Kevin from hurting Gwen, Kevin was going to kill Cooper, but Ben's able to save him as Ultimate Echo Echo, then he whispers something into Cooper's ear and he runs off. Kevin finally says he had enough of Ben always besting him and tries to kill him by throwing metal at him, but Ben destroys it all and Ben finally defeats Kevin, but tries to end Kevin in angered retaliation. Gwen convinces Ben that they can cure Kevin and he is hooked up to the machine. Cooper turns on the machine and Kevin's powers are transferred to the Dominus Librium piece, finally returning Kevin to normal. But there's still bad news, as Darkstar absorbed all the power the Dominus Librium piece took, and becomes all-powerful; however, Ben knew of Darkstar's plan from the start and presses a button that strips him of his powers.

Kevin, who's now sane once again, punches Darkstar and thanks Cooper for changing him back. Gwen gives Cooper a kiss on the cheek for making Kevin normal again and Kevin asks a kiss from Gwen, reminding her he's her boyfriend. They kiss and Max and Julie explain that all the power Kevin stole from everyone else returns and that Bivalvan, Galapagus, P'andor, Andreas and Ra'ad have returned to life. Kevin apologizes to Ben, but then they argue and Gwen breaks the argument so Ben and Kevin can help explain why her house is demolished, but instead they ignore her and go to Mr. Smoothy's and Kevin says he will pay.

Season 2: 2011 (Episodes 21 - 32)

The Transmogrification of Eunice

The Transmogrification of Eunice is the 21st episode of Ben 10: Ultimate Alien and it is the first episode of the second season.
Ben and Kevin are racing with each other in their cars and Gwenthinks they're acting immature. As they begin to reach their campsite, an alien spaceship crash-lands. Out comes is a small pod which out Finding the Unitrixcomes is a naked girl covered in green mist.Ben gives the girl his jacket and all the girl can remember is that her name is Eunice (its really "Unitrix" but she couldn't remember her full name at the time). They let her stay and also volunteer to help her get her memory back.

Gwen gets jealous because of Kevin's possible crush on Eunice. Ben makes a good impression on Eunice and they seem to be getting along. They enjoy the day by fishing and telling stories. Gwen becomes very angered about Ben and Kevin's crushes on Eunice as she is angered that Ben's new crush on Eunice as a replacement for his old crush on Julie.

As Ben and Eunice are walking, they seem to be followed. Eunice is attacked by a bear and Ben becomes Armodrillo to save her. However, it seems that Eunice seemed to have calm the bear like all the other animals that surrounded her. Suddenly, when Ben was not looking, Eunice flashed green near the bear and with incredible super strength she absent mindedly pushes a boulder aside.

Meanwhile, Sunder is at Eunice's ship, angered about what was missing. However, he sees the tire tracks from Ben and Kevin's cars, and looks pleased. Ben and Eunice continue walking in the woods and their crushes on each other grow as they were about to kiss until Sunder attacks them. Ben transforms into Spidermonkey and then later becomes Ultimate Spidermonkey to show Sunder his new bag of tricks.It is revealed that Sunder is after Eunice and then Eunice strangely escapes by hopping high like a rabbit after comming into contact with a rabbit. Ben comes back to Gwen and Kevin and Gwen is able to track Eunice because Eunice was wearing her spare clothes.

They track Eunice to a mountain high up and Sunder finds them all again. Ben becomes NRG to fight Sunder, but Sunder manages to defeat him, Gwen and Kevin and begins telling The UnitrixEunice that he can help her. However, Sunder presses a button on the back of Eunice's neck, which turns her into an Omnitrix core.Ben begins to chase after Sunder as Cannonbolt and then becomes Ultimate Cannonbolt to rid himself of the obstacles near him. Ben and Sunder begin to fight as Ben wants to hurt Sunder for what he did to Eunice.

rBut Sunder uses a device that makes Ben dizzy in order to be defeated. Gwen and Kevin arrive to help, and they manage to defeat Sunder and retrieve the Eunice Omnitrix core. After pressing a button, they turn Eunice back to her normal self. Eunice receives the agility of a snake and starts beating Sunder up, demanding to know who she is.

Suddenly, Azmuth arrives and reveals he hired Sunder and that Eunice is the Unitrix, a prototype model of the Omnitrixcalled a Unitrix. Instead of a device that would store all the collected DNA in one place Azmuth had planned to store the DNA in individual containers in other words Unitrix's. It is revealed that Eunice got her human form from Gwen when she touched her ship which sampled her DNA and Randomized (modified it into a completely different sample) it.

Azmuth, under Ben's compromise, allows Eunice to have a free life and to be one of his assistants as he always need of a helping hand on taking care of Primus. Azmuth, Eunice and Sunder leave and Eunice leaves behind a flower petal for Ben as a reminder of her.

Eye of the Beholder

Eye of the Beholder is the 22nd episode of Ben 10: Ultimate Alienand it is the second episode of the second season.
The story begins where, Baz-El is on a distant planet where he is stealing some valuable gems from some statues. Later, the statues seem to come to life, and attack Baz-El.
At a stadium, Julie is having tennis practice with Ship, but Ship suddenly hears Baz-El's cries for help, and leaves Julie to help his old owner. Meanwhile, at a museum, Ben, Gwen and Kevin are fighting some Forever Knights and Ben fights them as Humungousaur, then Julie walks to him and asks for his help in locating Ship, who left to help Baz-El. However, Ben refuses because he thought Julie broke up with him again, but she never did that, but she explains that they might as well be broken up again. Gwen and Kevin eventually agree to help Julie. Ben finishes off the rest of the Forever Knights and goes to Jimmy Jones to discuss his struggle with Julie. Jimmy suggests to go talk to her, so Ben transforms into Jetray and flies into space to chase after the Mecha-Vehicle (since both Ship and the Rust Bucket 3 are unavailable, the RB3 is being used by the others to chase after ship).Meanwhile, Baz-El is held captive by some cycloptic aliens called Churls led by Strabismus, who torture him to reveal the location of the missing statue eye. Ship then arrives to save Baz-El, but the Churls combine their power to strike Ship down.

Gwen, Kevin and Julie find Ship and although Ship recovers with Gwen's help, Ship refuses to go back to Earth without saving Baz-El first. Ben arrives at the planet, but everyone gives him the cold shoulder. As Gwen and Julie are walking, Kevin tells Ben that the reason Julie broke up with him early in Duped was because he was being a big jerk. Soon they reach Baz-El, who is still being tortured by the Churls to reveal the location of their precious artifact, the Occulent. However, Julie and Ship's loud talking blows their cover, and the aliens find them. They knock out Ben, Gwen and Kevin before they could do anything. Strabismus tries to convince Ship to reveal the location of the Occulent for the safety of his friends' lives.

As the aliens grow impatient, they threaten Julie, but Ship merges with Julie to form their battle-suit and she knocks them out. As they work to fight the aliens, Ben becomes Brainstorm to free Baz-El, which works. Strabismus yells at Ben for destroying the altar in an act of blasphemy. The statues called the Sentinels awaken and begins to fight. Ben becomes Swampfire, but later changes to Ultimate Swampfire and everyone begins to fight the Sentinels. However, it is revealed that Baz-El really did had the Occulent, so Julie does the heimlech manuever on him and makes Baz-El cough out the Occulent. The Sentinel that is missing its Occulent puts it in his eye socket and all of the Sentinels go back to stone. Baz-El explains that it is his job to measure all of the different elements on planets and also tends to take a few souvenirs for purchase as part of his "retirement plan".

Julie gives Ship to Baz-El, saying that Ship would be happier with him. But Baz-El intends to sell Ship to get even more money for retirement. However, Ship decides to remain with Julie, which makes her much happy, so Baz-El decides to stick with it. When Baz-El leaves, Ben apologizes to Julie for being such a jerk, saying that he still cares about her. Julie accepts and asks him if he'll promise to make it up to her by being a better boyfriend and as Ben says he'll try, she accepts with a smile and they embrace, happily.

Viktor: The Spoils

Viktor: The Spoils is the 23rd episode of Ben 10: Ultimate Alien, and it's the third episode of the second season.
In an ancient castle, in a scientific lab, an old hag tells her master, Prince Gyula, not unleash an ancient power they have taken. The hag tries to tell Prince Gyula to go the peaceful way, but the prince and his father, King Xarion, want to see this power, but it is revealed to be the frozen body of Dr. Vicktor.

The prince thinks of freeing Dr. Vicktor of his icy prison to help them against the rebels in their civil war, but the king tries to persuade his son to not release him. Meanwhile, the gang is flying through the forest in Kevin's jet, in order to help King Xarion against the rebels in the civil war. When they are attacked by some missiles, Ben tries to become Jetray, but becomes Echo Echo instead. When the missiles are flying at the jet, Ben becomes Ultimate Echo Echo and destroys the rest of the missiles. However, they are attacked by the prince and their soldiers, until the king stops them. The king explains that the prince had changed ever since his mother's passing and blames him for his mother's death. In order to get past the security that goes to Dr. Vicktor's chamber, Ben uses Big Chillto phase through the lasers and shut them down. When they find Dr. Vicktor's corpse, they are found by the soldiers and commence fighting them. However, Dr. Vicktor's ice block begins to melt and Ben tries his best to keep him frozen, but Dr. Vicktor breaks free.The Prince reveals that Dr. Vicktor is under his control, to do only his bidding. While trying to fight Dr. Vicktor and the Zarcovian soldiers at the same time, Gwen and Kevin get knocked out and Ben becomes Ultimate Big Chill, but the Prince gets Dr. Vicktor to defeat Ben and imprison the gang and King Xarion. Gwen manages to free the king, but he takes Ben (who is still unconscious) for an experiment and leaves Gwen and Kevin to be imprisoned. He conducts an experiment on a-still-unconscious Ben, Dr. Vicktor and himself all at once and uses Ben's Ultimatrix for the experiment.

After sampling through Chromastone, Wildmutt and Goop, he finally settles on AmpFibian, who uses his incredible electricity-controlling-and-manipulating capabilities to begin the experiment. But the prince interferes in order to stop his father from taking control of Dr. Vicktor, and ends up seemingly killing him in the process. The Prince says he's King now but the King's mind has been transferred to Dr. Vicktor's body. The King has renamed himself King Vicktor and starts hurting his son to Heatblast returnstest his power. The King plans to use Dr. Vicktor's power to stop the rebels. He releases his son as a last act of mercy and starts decimating the rebel groups, but is attacked by Heatblast. Gwen and Kevin join the battle and they fight King Vicktor. They trap him by melting a tank and using Gwen's power to immobilize him to a statue, with part of his face still free. The prince and his soldiers take King Vicktor back, as the king's mind is still inside King Vicktor's body. The prince decides to hang King Vicktor and use his soldiers to fight the rebels, but Ben takes the prince's device that controls his soldiers and sets them all free so that they can choose their own sides in the Civil War. When King Vicktor swears vengeance, the team leaves.

The Big Story

The Big Story is the 24th episode of Ben 10: Ultimate Alien and it is the fourth episode of the second season.
Jimmy is in a forest with his video camera saying he is following a tip about a meteor shower. Suddenly, a meteor is hit inside the cave, so Jimmy goes investigating. But he is shocked to learn that the object inside the cave is nothing but a "dumb space plant". The plant suddenly blooms and attacks Jimmy. At a remote location, Ben,Gwen and Kevin are fighting Sevenseven. After Sevenseven defeats Gwen and Kevin, Ben defeats him as Rath and ties him to a pole. While the group was briefly celebrating victory, Jimmy appears and says he has a major story about an alien invasion. Gwen and Kevin leave as they don't believe him, and Ben is forced to go with Jimmy to go to the cave. Soon enough, Ben can't find the plant Jimmy was talking about, much to Jimmy's disbelief. He refuses to give up, so he finds some water graphs that show an increase in water usage inBellwood. He then goes back to the cave, and finds the Jplant is as big as a flipped-up car and Ben is seemingly serving it. He gets a blurry picture of Ben, and tries to show his evidence to Gwen and Kevin, but they still don't believe him, even when he shows them the increase of water usage, so he goes on Will Harangue's show to tell the people about the invasion, but Harangue twists the story that Ben is plotting an alien invasion. Gwen and Kevin finally get suspicious, and decide to investigate the cave Jimmy was talking about. At the supermarket, Jimmy encounters Ben, and he is creeped out by his unusually calm behavior. When he attempts to leave, he is attacked by HumungousaurJimmy is chased through the supermarket by Ben, who causes a major wreck inside. When Jimmy manages to get away from Ben by going through a narrow alley, he calls Gwen and Kevin and tells them that Ben is attacking him, but they assure him they know what's going on and that they investigated the cave. Soon, Jimmy is chased by Ben again, this time as Cannonbolt. Jimmy gets away from Ben again and finds Gwen and Kevin's car, but he is creeped out by their behavior. Ben urges him to get in and they go back to the cave. It is revealed that Ben, Gwen, and Kevin are clones created from the plant alien and that they were made to capture Jimmy to find out how he is immune to their master's power. The plants plan is to make copies of everyone in the planet and create an Utopian planet without war, hunger, disease and fun. Soon, vines crawl on Jimmy and prepare to strangle him. As the vines were tightening on Jimmy, a few packages of peanuts from his backpack fall out and land near some vines, who back away from the peanuts. Jimmy realizes that peanuts is the plant's weakness, explaining how he escaped from the plant before and frees himself and his friends. The Gwen and Kevin clones do not have their counterparts' powers, but Ben's clone stole the Ultimatrix from him while he was captured. The plant Ben transforms into Chromastone, but Jimmy throws peanuts at him, changing him back. Just as plant Ben was about to transform again, Ben takes the Ultimatrix from him and transforms into Swampfire. Ben helps kill the plant clones, angering the plant alien, causing them to all run out of the cave. Ben and team try to fight the plant alien, but it is too strong, but Jimmy throws his backpack full of peanuts inside the alien's mouth, weakening it. Ben transforms into Ultimate Swampfire and destroys it. Jimmy is depressed as he couldn't get any video of the battle, but they reassure him he is a real reporter and will take him seriously from now on.

Girl Trouble

Girl Trouble is the 25th episode of Ben 10: Ultimate Alien and it is the fifth episode of season 2.
The group go to Gwen's house in order to find a solution to stopComputron's minions from Dimension 12. When they go inside her room, they already find another girl on her bed. It turns out to beSunny, a related member of the Tennyson Family and a cousin of Ben and Gwen.

Gwen tries to persuade her mother to get rid of Sunny, but she explains that Sunny is staying over the summer because her parents want her to be around a good influence like Gwen. Sunny tries to flirt with Kevin and is Sunny and the boys forced to go with them to stop an invasion of Dimension 12 Computrons and she annoys all of them during the car ride. When they arrive at the location the robots are appearing, they fight them, with Ben becoming Four Arms. Sunny sees the commotion happening and gets out of the car to see. She then reveals Sunny in her human disguise using her powers.her Anodite powers and destroys the rest of the robots, shocking everyone.Gwen's mother is informed of Sunny's Anodite powers and thinks of whether she should stay or not, considering her dislike for Anodites. Suddenly, they get a visitor and it is revealed to be Sunny's boyfriend Antonio, who she always kept talking about, but Antonio is really a giant, caveman-like alien with little intelligence.

Sunny decides to run away with Antonio, and before they could go after them, Ben informs Gwen of another attack of the Dimension 12. Computron has a plan to use a particle accelerator on a small canister bomb to make its energy levels stronger in order to blow up the whole planet. Ben transforms into Lodestar and they atack the Computrons again, before Sunny and Antonio join the fight.

Kevin shuts down the particle accelerator by smashing its control device and when they try to get Sunny to go back home, Sunny refuses to and sheds her human skin, revealing her Anodite form.
When Gwen threatens to tell Sunny's parents about her misbehaving, a fight ensues. Gwen fights Sunny, Ben fights Antonio as Humungousaur and Kevin is in charge of making sure the upgraded canister bomb doesn't blow up and destroy them all.Sunny overpowers Gwen (it should be noted that Sunny was in her full anodite form while Gwen chose not to use it against her cousin indicating she was a bit reluctant to show her full power) and Antonio's strength is too much for Ben, so he transforms into Ultimate Humungousaur and quickly gains the upper hand, while Gwen called her grandmother Verdona through a mana field.

Ben, as Ultimate Humongousour, tricks Antonio by picking up an unlit lightpost, while Antonio picked up a lit lightpost that made him get electricuted and knocked him out. Kevin disarms the bomb by pulling its cord. Before Sunny could finish off Gwen, Grandma Verdona arrives and overpowers Sunny, trapping her in her own shield.

She also takes the unconscious Antonio, and says that their parents are going to have to sort out everything. Verdona says good-bye and claims that Gwen's powers have suited her well even with the lack of formal training, citing the fact that Gwen was able to contact Verdona via the intergalactic Mana Field and offers her another chance to go to Anodyne with her to practice her powers but Gwen turns the offer down yet again. Verdona leaves with Sunny and Antonio and the group go to clean up the robots' mess from the battle against Sunny and Antonio.

Revenge of The Swarm

Revenge of The Swarm is the 26th episode of Ben 10: Ultimate Alien, and its the sixth episode of the second season.
Ben is sleeping and looks like he is having a nightmare, but awakens and looks at his curtain, to find a strange shadow. When he pulls the curtains, nothing is there, but when he awakes again, he finds Victor Validus standing before him. When Victor attacks, Ben transforms into Humungousaur, but he is instead as small asNanomech. Victor picks up Ben with tentacles and the whole scene transforms into a whirl, but Ben wakes and realizes it was really a dream.

Ben sleeps, but is attacked by Validus again, this time for real and Ben transforms into Cannonbolt to fight. When Validus overpowers Ben, Ben transforms into Goop to escape Validus's clutches, but Validus transforms into a storm of nanochips and escapes into the sewer, but Ben picks up one of the nanochips before it could escape. Ben explains the dream and Validus's attack to Gwen and Kevin, where they don't believe him, until he shows them the nanochip sample he obtained and they decide to go to Validus's old laboratory to investigate. But when they attack (and Ben transforms into Terraspin), they only find a janitor, who was working with Validus on a few experiments before he actually died. The group decides to go to Elena Validus for help and go to thePlumber's Academy to get her help, but it is revealed that she left after her father's death and took up his research. They find Elena's lab and learn that she applied a force-field to prevent her nanochip samples from escaping and that the nanochip sample is not her's. They thank her for her help and leave. While at Burger Shack, Gwen and Kevin discuss the familiar relationship between Ben and Elena, but then they are attacked by Victor Validus.

Ben is at his house, doing homework, when he finds Julie at his door. Ben arranges a date for the next day and Julie accepts and he goes to meet Gwen and Kevin. However, they are fighting Validus and Ben attacks Validus with Water Hazard, but Validus quickly leaves. They are concerned of Validus's status of either being alive or dead, and they visit his grave to see if he truly is dead. Gwen uses her powers and confirms Validus to be dead, meaning that the Validus that attacked Gwen and Kevin was really made of nanochips. Elena encounters them at the cemetery and states that she decided her relationship with her friends was more important than nanochip research. While discussing at Mr. Smoothy, Gwen and Kevin realize that they are targets for the nanochips while Ben isn't, thinking that Elena is behind the attacks, but go back to her father's old lab and find the janitor again, thinking him to be a part of the catastrophe. However, the janitor gives only more clues to Elena's seeming involvement in the nanochip attack (she refers to herself as we and us much like the possessed Victor). When Julie shows up at Burger Shack for her date with Ben, she is attacked by a swarm of nanochips. Ben and Ben arrives at Burger Shack only to find Julie missing and another nanochip left behind. He goes back to Elena's lab and accuses her of being involved in Julie's kidnapping, but Elena protests that she had nothing to do with it and admitted that the nanochips Ben showed to her were actually her's. But Elena really did kidnap Julie because she has her bound and gagged in a storage closet. As Ben was calming down, he hears Julie's cries for help, while Elena tries to dismiss him and reveals herself as the true queen of the nanochips, her body now partially made of the chips, the queen inside Victor during Alien Swarm was a decoy. Gwen and Kevin arrive and Elena produces three copies of Victor to fight them. Ben transforms into Armodrillo and frees Julie and fights Elena and the Victor clones. Elena covers Ben with nanochips, making it hard for him to breathe and Julie tries to convince Elena that she would not really want this. Elena walks into the force-field and it destroys her nanochip-created self, along with the Victor clones and it releases Ben from the nanochips' grasp. Julie comforts Ben, saying the nanochips killed her a long time ago. Ben, feeling remorseful, felt that there was enough of his friend left in the queen to sacrifice herself to save them, then he could have saved Elena's life. As they all leave for home, the nanochips still have some life in them.

The Creature From Beyond

The Creature From Beyond is the 27th episode of Ben 10: Ultimate Alien and it is the seventh episode of the second season.
A squire and two Forever Knights, led by Sir Reginald believe they have found a cache of alien weaponry left behind by their ancestors. The knights burn through a large, round door with a Forever Knights symbol with a drill, despite the squire's protests. A loud roar is heard and later it is confirmed that while the knights are missing, the squire escaped successfully.

Meanwhile at the Bellwood retirement home, a retired Forever Knight nicknamed "Old George" suddenly gets a very bad feeling, gets up out of his wheelchair and runs away.

Later, while Ben, Gwen and Kevin investigate the area Sir Reginald was excavating (since Gwen tracked a large disturbance in the Mana field to the area) the team have an encounter with Sir Cyrus(who claims that his faction is the true path from the ones led by Patrick, Urian and Driscoll) Sir Cryus blames them for releasing the creature. The squire that was seen before is with them, and he tries to tell Sir Cyrus that they (Ben's team) didn't do it, but Sir Cyrus does not listen. When Sir Cyrus orders an attack against Ben's Team, Gwen and Kevin fight back, but Sir Cyrus captures Ben. So Ben transforms into Humongousaur. Unfortunately, Ben hits his head on the drill while he (Ben) is growing. After Ben says that he's having a bad morning (it is about 3:00 AM, Ben is tired and he just hit his head) and that the Forever Knights are annoying him, Cyrus halts the attack. Ben then changes back and returns his weapon. The squire stated once more that an explosion was responsible and released a creature that had kidnapped their men. In other words, it was the missing knights' own fault that they were kidnapped. Sir Cyrus then prolonged their truce with Ben's Team to find the creature and find the missing knights. Gwen suggests that she and the squire, identified as squire Winston, stay at the ruins to figure out what the creature is but Kevin, Ben, and Sir Cyrus agree that all the fire power they can muster is necessary to deal with the creature.

Both sides enter the nearby town looking for answers, the Forever Knights police scanner picked up a broadcast about a strange creature. When they get there the creature has attached two tentacles to the temples of a police officer, the Knights attempt to kill it. This would easily catch the officer in the crossfire, so Ben as Swampfire stops them. Gwen and Kevin attempt to rescue the police officer, but the creature grows four more tentacles and attempts to attach them to Kevin and Gwen. Due to Kevin's metal coating it fail!s with him but succeeds with Gwen. Kevin is able to sever the tentacles attached to the police officer and Gwen but the creature gets away and kidnaps Winston.Having been linked with the creature for a few minutes Gwen was able to read its thoughts. It calls itself Lucubra (pronounced lo-cu-bra), an interdimensional monster. However, Gwen isn't able to figure out what is going on or what it was doing. Gwen, having in her possession Winston's rucksack, is able to use it to trace him to a abandoned warehouse, and track the Lucubra. The Knights, since they don't trust Ben's team, placed a tracker on Kevin's car and tracked them to their missing men. Inside the Warehouse, the team discovers that the Lucubra attached its tentacles to the missing Forever Knights, the police officer, and Winston. Gwen, having come into close range of the Lucubra, is put under its control again momentarily, but shakes it off. After reading the Lucubra's thoughts again, she reveals that the Lucubra places its victims in a vegetative state so that it can feed on their thoughts until there is nothing left to feed on.

Ben and Kevin had both agreed that they can't allow the Lucubra to take control of her again, so Ben tells her to stay back and only join in the fight if they need help. Ben then turns into Armodrillo while Kevin absorbs some metal to fight the Lucubra. The Knights, after tracking the team, force their way into the fight. Ben then realises that the reason why the Lucubra couldn't control Kevin was because of the creature's weakness to metal and turns into a NRG to fight it, however Gwen was taken over by the Lucubra again, but broken out by Kevin. She now knows the spell that was used to contain the Lucubra originally, so she tells Ben to trap the Lucubra in a "very deep hole" and places a magical seal over it. The Lucubra is now trapped in its own Dimension.

Sir Cyrus states that this day Ben's team has rescued three of his men and thus the truce stands, but warns him that any meddling in his business will result in the Truce instantly dissolving. When the Knights are outside the Warehouse, they tell Winston to stop flirting with the enemy (Gwen). They say that Ben's team may look human, but they're filled with alien blood and "they will contaminate you", once again showing the Knights hatred at anything alien (except alien tech and alien weapons). Winston, after a bit of protest, agrees. After the Knights leave Winston's eyes briefly turn neon green (his eyes are blue), showing that he may still under the control of the Lucubra. However, he shakes it off. George arrives at the excavation site and with sadness in his eyes walks away when he learns the seal has been damaged.

Basic Training

Basic Training is the 28th episode of Ben 10: Ultimate Alien and it is the eighth episode of the second season.
After Ben's Team defeats Trumbipulor for his crimes of illegal level 3 tech dealing, the Plumbers come and arrest Trumbipulor. When one of the plumbers notices that the team has yet to complete basic training since they were made plumbers in the field (see Darkstar Rising), he states that they have to enter the Plumbers' Academy to complete basic training.

Ben is complaining about attending Plumbers' Academy. Ben met an alien called Tack, he said that Ben was the inspiration for Tack to go to the Plumber's Academy. They also met the Alpha Squad(possibly right-hand of base's Magister Hulka). Kodek Branigen is angry with Ben and the company and Tack (Because Tack ran into Kodek Branigen). They then go to their barracks where they met with Magister Hulka, the strict Magister.

He hates it when his students use super powers because the curriculum is meant to apply to all students, using powers during the lessons is the equivalent to cheating. Like, how Ben uses Four Arms and Swampfire on training site. During their training the fusion grenade they were practicing with malfunctioned and it's mode changed from stun to overload. Tack can't release the grenade on his hand even with the help of Magister Hulka to release the grenade.

But the grenade is still stuck on Tack's hand. The grenade explodes but they are saved by Ben as Fasttrack. Tack was so impressed with Ben but Magister Hulka was unimpressed because he had used his super powers again.Magister Hulka hates it when Ben uses the Ultimatrix. In the team's room they have a conversation. Gwen and Kevin were sleeping while Ben and Tack were still up since they can't sleep and go to investigate who sabotaged the grenade. As a result not only do they not find the saboteur but they are rudely woken up by Hulka and are tired. The team's punishment for Ben and Tack sneaking out is combat training with the Alpha Squad.

The test is to save a fake hostage from the Alpha Squad while not using their super powers (insult on Ben). Gwen was planning for their strategy: She, Kevin and Tack attack to save the hostage dummy while Ben was assigned on back-up. Ben complained about being on back-up, but Kevin said that he couldn't hit the broad side of a barn and Gwen said that no offense was meant. Kevin was the first to get caught by Alpha Squad. Gwen was second to get caught and Tack was the last.

Kodek said that no one can lose to Alpha Squad when suddenly Ben makes a Kamikaze run which gives Kevin and Gwen the opportunity to attack most of the Alpha Squad into submission. Ben then transforms intoDiamondhead to defeat Kodek.

Magister Hulka was upset with the two. He was furious on Kodek because he was so easily taken down by a group of "rookies". And he was angry at Ben because he had used his super powers again and had broken the dummy which, had this been a real hostage situation, would have killed a innocent bystander. As punishment they were to clean their barracks using their toothbrushes and brush their teeth with them later.

Whilst they were cleaning the barracks, they hear the explosion of a bomb and run over to find that it went off in the Magister's room. Ben transforms into Terraspin to extinguish the fire when Magister Hulka arrives and demands to know what is going on. Instead of being grateful for putting out the fire, he tells the team that after they have finished tidying their room they are to put back together what was left of his.

That night the team decides to trail Magister Hulka to catch whoever was trying to kill him. He went into the weapons room where it appears that Kodek is the saboteur. However, Kodek reveals that he got the same ideal to figure out who's trying to kill Magister Hulka. Meanwhile, Magister Hulka is attacked by Kolar, a blue skinned Tetramand.

Kolar takes Tack hostage and attempts to use him to force Hulka into a Null Void portal which opens up into a sun. Ben remembers Tack's unusual and seemingly useless ability to extend his extremely flexible neck a foot or so, so Tack knocks down Kolar, who gets into a tug-of-war with the others. Magister Hulka then pushes him into the portal, after he changed the coordinates to a prison.

After a few weeks at the academy, the team graduates with flying colors. Hulka drops by to see the team off and thanks Ben for saving him in his own way, by giving Ben one of his medals which translates to an award for creative and effective tactics made in the heat of battle.

It's Not Easy Being Gwen

Gwen starts her day by jogging and studying French. She then comes home to take a shower and then gets ready for school. When she was about to leave, her mother asks her to write out invitations for a formal family reunion. Realizing that there are too many invitations, Gwen tries to use a spell to make her pen write the words down for herself, but instead they catch on fire. This just makes Gwen's day harder. At school, Gwen meets with Emily, who says she has a piano concert tonight and she hopes Gwen can come. Gwen promises to be there, despite being very overbooked, with activities and the invitations and helping her friends track down Animo. When lunch break goes on, Gwen meets with Kevin, but sees his shirt ripped up and says that he found Animo.

While driving in Kevin's car, Gwen's mother berates her about not finishing the invitations and Kevin asks if she can help him get into high school. Gwen promises and before Kevin leaves to help Jetray take down Animo's mutant frogs, Gwen gives him a magic pendant that can protect him if he needs it. Gwen goes back to her school to finish the rest of her studies and notices Animo placing a threat on the Internet and Humungousaur battling the mutant frogs. She also has to cover for her algebra teacher's class and do karate. Once the school day is over, Gwen would finish her list of duties for the day by finishing the invitations, helping Kevin get a G.E.D. and get to Emily's concert. However, Spidermonkey arrives and tells Gwen that they can't defeat Animo without her, now making Gwen's schedule even tighter.

Emily is angry that Gwen would put saving the world from Animo over getting to her concert. When she berates Gwen for always leaving her to save the world, Gwen gets hurt and (without a choice) goes with Ben to help. In an open field, Kevin is battling Animo and his army of mutant frogs. While being picked up, he drops the magic pendant Gwen gave him. As Kevin was about to be killed by Animo, Gwen and Cannonbolt arrive to help him. While battling Animo, Emily prepares for her concert and is saddened to learn that Gwen is not in the seat she reserved for her. Emily plays the music and Dr. Animo fires his transmodulator ray on both Gwen and Kevin, but they manage to survive thanks to Gwen's shields. Cannonbolt and Kevin work together while Gwen rests from protecting Kevin from the transmodulator ray. Ultimate Cannonbolt finally defeats Animo, then destroys the mind-control headband that allowed Animo to control his mutated frogs. Soon, Emily stops playing the piano and while she is gifted with applause, she believes Gwen never showed up at her performance, but is surprised to see Gwen, despite being scraped up and messy from the battle, in the audience applauding Emily (she presumably got there by a teleportation spell), saving their friendship. When Gwen comes home, she tells her mother she got the invitations done in the car and Gwen's mother allows Ben and Kevin to join them for dinner. When Gwen's mother asked how her day was, she responds it was the "usual" and hugs her mother while yawning.

Ben 10,000 Returns

Ben 10,000 Returns is the 30th episode of Ben 10: Ultimate Alienand the tenth episode of the second season.
Twenty years in the future, Eon is attacking Ben 10,000's headquarters, where he criticizes Eon's decision to attack him alone. He is then attacked byEon's servants, but Ben 10,000 fights Eon and his soldiers usingUltimate Humungousaur, Articguana and Heatblast's powers. As Eon was about to hit Ben 10,000 with a time ray, Ben 10,000 then usesClockwork's time ray and apparently destroys Eon and his minions. Suddenly, Paradox appears and tells Ben 10,000 that the fight with Eon is not over and it had barely begun.

Ben, Gwen and Kevin are investigating a signal from the Ultimatrix. They find the Hands of Armageddon, and when Ben touches it, it releases some of Eon's soldiers. Ben transforms into Spidermonkey to fight, but after defeating them, they disappear. In the future, Paradox tells Ben 10,000 that Eon is not dead and he is destroying alternate versions of Ben. Realizing he is targeting his past self, Paradox and Ben 10,000 go to the past to meet the gang, after Gwen uses a spell to use the Hands of Armageddon to see through time. Soon, Paradox and Ben 10,000 appear.

Ben 10,000 reveals he is a different future duplicate than from the one Ben met when he was 10 and Paradox explains about crosstime. Paradox informs them that the Hands of Armageddon is the source to their troubles, so Ben as Four Arms and Ben 10,000 strap the Hands of Armageddon in the Rust Bucket 3. However, it is reactivated and releases more servants. Ben fights with Goop and Ben 10,000 fights with an Big Chill, Spidermonkey and Ultimate Humongousaur's powers. When the ship was going down, Ben 10,000 uses Jetray's powers and is able to land the ship safely.

Paradox appears again and tells them that the Hands of Armageddon must be destroyed. Ben becomes Way Big and Ben 10,000 uses Clockwork's powers while Gwen protects herself, Kevin and Paradox from the blasts. However, both of their Ultimatrix symbols glow purple and a portal is opened for Eon to emerge. When Way Big tries to stop him, Eon fires a blast turning Way Big into a disintegrating statue.However, he just destroyed Way Big, eliminating him from the Ultimatrix. Ben is still safe, and transforms from to Swampfire then to Ultimate Swampfire to fight while Ben 10,000 uses XLR8. Eon destroys both Swampfires, and as he was about to destroy Ben, Ben 10,000 protects him with Diamondhead's diamonds. He then gets him away from Eon using XLR8 again and Gwen uses another spell to stop time around them. They take off the helmets of Eon's soldiers, but finds them all to have Ben's face.
Eon reveals that instead of destroying the Bens he defeats, he absorbs them and turns them into his slaves. Eon takes off his own helmet to reveal he has Ben 10,000's face. Soon enough, Eon is destroyed when Ben destroys the Hands of Armageddon. All of the timelines Eon altered are restored to normal and Ben 10,000 helps Ben get Way Big and both Swampfires back along with unlocking all of his old transformations that he turn into when he was in 10 age and a few new aliens for Ben, just to annoy Azmuth. Before leaving, Paradox gives a warning about Old George and the Lucubras.

Moonstruck

Moonstruck is the 31st episode of Ben 10: Ultimate Alien and the eleventh episode of the second season.

The beginning of the episode shows Ben, Gwen, Kevin and Grandpa Max cleaning out the Rust Bucket. Trying to make the job easier, Ben stupidly turns into Four Arms but gets stuck. Ben then gets kicked out of the Rust Bucket by Kevin. Then Gwen finds a Bracelet in one of the boxes Ben carried. She asks if she can keep it but Max says no and it belongs to Verdona. Then Ben and Gwen ask Max to tell them the story of how Max and Verdona first met.

MANY YEARS AGO
The beginning starts with a young Max in the Air Force leading a fighter squadron in attack formation. Then out of nowhere Max sees a U.F.O. He shoots it down, but destroys his plane in the process and is scolded by his superior who almost kicks him out of the air force. Then a colonel wants to have a word with him; he tells Max that there have been previous alien sightings hence why the president has been working so hard to get people into space. The Colonel wants Max to join the space program and Max hapily accepts.

Max drives happily away to a diner where he meets a mysterious red-haired woman who is revealed to be Verdona in her human form. They begin to flirt, only to be interrupted by a large man in an overcoat entering the dinner. He spots Verdona and attempts to capture her only to be fought off by Max. After being smashed into the jukebox his disguise drops to reveal that he is in fact a humanoid machine. Max and Verdona flee in Max's car.

The robot, revealed to be a Synthroid by Verdona, steals a police car and follows the duo. In the car, Max demands some answers from Verdona who reluctantly tells him that she an alien from another planet and that the Synthroid is trying to kidnap her. They are interrupted by the Synthroid who tries to push their car off the road. After some fancy driving from Max, the Synthroid crashes into an overturned oil tanker and Max and Verdona escape.

The two take a brief rest at an abandoned gas station and Verdona informs Max that the bracelet on her wrist, the same one Gwen Found, inhibits most of her special and unique abilities and powers except telepathy but since the Synthroid is a machine it will not do them much good. She also reveals that she was on the space ship that Max shot down earlier and read his mind which is what lead her to him. Max says he has an idea on how to remove the bracelet and takes Verdona to a smelting plant. He attempts to remove the bracelet with a pair of steel clippers but the bracelet proves to be made of an incredibly dense material. The Synthoid catches up to the pair and Max attempts to stop it. After sustaining some damage, it reveals it can automatically repair itself of all injures. It captures Verdona and leaves to repair its ship.

Max then manages to locate Verdona and the ship by using the strong telepathic link they share. At the crash site, the Synthroid reveals that it wants Verdona since she is an Anodite and can power his species cities for decades before expiring. The fight is interrupted by the appearance of Magister Labrid who orders the machine to stand down. It ignores him, shoots down Labrid and flees with Verdona onto the ship. Max prevents its escape by using Labrid's blaster to destroy the energy core of the ship, destroying it and the Synthroid.

The bracelet loses its power and Verdona returns to her true Anodite form. She asks Max to come with her to space and promises to give him anything he desires. Max declines her offer, saying he needs to take what he wants himself and not have it handed to him. She realizes that she can't change his mind, kisses him and promises to that they will meet again as she flies away.

Prisoner Number 775 is Missssing

Prisoner Number 775 is Missing is the 32nd episode of Ben 10: Ultimate Alien, the twelfth episode of season 2, and the last episode of season 2.

This episode starts with Old George walking towards Area 51and approaching two guards. While the guards try to politely get rid of him, Old George, with surprising strength, knocks them out and goes inside Area 51, where a bright light shines, making the base disappear. Meanwhile, Ben as Swampfire, Gwen andKevin are roasting hot dogs, when Grandpa Max gets a call fromCooper about Area 51's disappearance. They decide to go to Area 51 to investigate what happened. Max, Ben, Gwen and Kevin arrive at Area 51 and meet with Cooper and Colonel Rozum, according to Cooper there are no signs that the base was destroyed or teleported away, it just up and disappeared. They go down to the crater where the base was and find a level 3 tech floor, where Colonel Rozum reluctantly explains it is part of a holding facility for alien combatants that has been held up to the past 50 years and Ben turns into Big Chill to investigate under what is there while Max and Rozum argue over the conditions (as the facility breaks the law under the Casey-Kelly Accords) and finds a bunch of trapped aliens in cells and that there are exactly 774 aliens. But Colonel Rozum says that there is supposed to be 775, where an invisible lizard like-alien boards a Plumber ship and attempts to escape with it. Ben transforms into Rath(although he intended to be Humungousaur) and uses his long black claws to cling himself onto it to catch the escaped prisoner, but eventually falls off and seemingly, down to his unexpected death.

However, Ben was able to survive and find the damaged Plumber ship landing on a dock. They find the ship empty but by crashing and abandoning it the prisoner accidentally set it to self-destruct and Kevin tried to deactivate it, but sped it up.
Ben transforms into Echo Echo (again, intending Humungousaur) and produces an army of clones that throws the ship into the lake, but the lake was too shallow and the ship blows up. They find a town where the alien is attacking. Ben transforms into Humungousaur (although this time he purposely said he wanted Goop and got Humungousaur) and he and the group fights Prisoner 775.

After Gwen traps him in a mana sphere, he says that 50 years ago he was a soldier fighting a dictator on his world before being exiled to earth and captured by the American airforce and in his absence his family was killed. Kevin suggests him to "even the score" and Ben advising him to seek justice, which ultimately leads him to decide to exact revenge on Colonel Rozum and his family for his imprisonment and tricks Gwen into letting him free, where the building crumbles around them, but are protected by Gwen's shield. They decide they must stop Prisoner 775 from killing Colonel Rozum and his family.

The group informs Max and Cooper of Prisoner 775's revenge plan and fly to Florida to find Colonel Rozum before he does. However, it is revealed Prisoner 775 hitched on the ride and runs away. Ben transforms into Wildmutt to track him. 775 finds Rozum's house and suggests whether not to attack when he sees his wife and a child, but suddenly is attacked by Ben and the group.

When he seems too stealthy to take on and when he was about to kill Rozum, Ben transforms into Ultimate Wildmutt and stops him, but 775 begs for Ben to kill him so he can be reunited with his family and cries over their deaths, shocking Rozum.

Spared, 775 is then taken by the Plumbers while Ben scans his DNA and unlocks its transformation. Ben transforms into ChamAlien (he says Overkill which was a joke at the beginning of the episode) and while Gwen and Kevin walk away with Ben following them, with the mess resolved Max takes the opportunity to chew out Rozum, he can use whatever justification helps him sleep at night, but the simple fact remains if he had shown simple mercy to 775 and followed proper procedure all those years ago he would have prevented the destruction wrought today and the reckless endangerment of Rozum's family and the lives of others.