Ben 10 Ultimate Alien Season 3 Episode 20 — "The Ultimate Enemy: Part 2"

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The entire multi-show era reaches its grand, spectacular conclusion in Ben 10: Ultimate Alien Season 3, Episode 20, "The Ultimate Enemy: Part 2." The ultimate series finale delivers an epic battle of god-like proportions as the fate of human free will and the entire cosmic order is decided in one final hour.

With the demonic extra-dimensional entity Dagon fully unleashed upon the terrestrial sky, Ben Tennyson stands as the universe's absolute last line of defense. Armed with the Ultimatrix, Ben faces a heartbreaking sacrifice, the betrayal of an old nemesis, and an all-consuming temptation that forces him to define what it truly means to be a hero.

“An ancient god falls, a legendary sword transforms a tyrant, and a boy from Bellwood is handed the absolute power to rewrite the universe.”

Episode Summary

The definitive final battle explodes into action as the colossal, shadow-like entity Dagon towers over Earth's atmosphere. Sir George, utilizing the full energetic output of his legendary blade Ascalon, leads a valiant but tragic assault against the demon king. In a devastating turn, Dagon overpowers the immortal knight, turning him to dust. Before his passing, George passes the reality-warping blade down to Ben, who stands alongside Gwen and Kevin in the crumbling ruins of the citadel.

The battlefield is thrown into absolute chaos when the cunning warlord Vilgax enacts his ultimate betrayal. Utilizing Psyphon's advanced energy-siphoning apparatus, Vilgax completely drains Dagon's extra-dimensional essence directly into his own biology, slaying the dark god and transforming himself into a terrifying, god-like entity. With unmatched cosmic power and Ascalon at his command, a fully evolved Ultimate Vilgax brings Ben to his knees, threatening to rewrite the minds of every living being in the universe.

In a desperate, final counter-strike, Ben reacts with precision. He utilizes his newly mastered mechanical gremlin form, Juryrigg, to break through Psyphon's machinery, allowing him to claim Ascalon. Channeling the blade's immense, fundamental cosmic forces, Ben evolves into a colossal, armor-plated knight form, systematically shattering Vilgax's god-like constructs and siphoning Dagon's dark essence safely into the sword, ending the dimensional breach forever.

The emotional climax of the series unfolds as Ben stands alone, holding a sword and gauntlet that grant him absolute, unchecked mastery over reality. Vilgax maliciously tempts him to use the power to instantly cure disease and eliminate evil, which would turn Ben into a universal dictator. Gwen's tears and Kevin's unwavering support ground Ben, prompting him to make his most mature choice: he rejects godhood. Azmuth materializes from orbit, reclaims Ascalon, and swaps out the glitchy Ultimatrix for a sleek, brand-new, officially completed version of the true Omnitrix, setting a beautiful stage for a new era of adventure.

Themes & Character Development

The Ultimate Temptation: The narrative masterfully highlights that a true hero's greatest weapon is not absolute power, but the moral restraint required to reject it, perfectly mirroring the classical tragic corruption of archetypes.
The Core of the Trio: The closing moments solidify the unbreakable bond shared by Ben, Gwen, and Kevin, proving that their mutual trust and emotional grounding are what truly save the universe from absolute tyranny.
A Completed Journey: Azmuth rewarding Ben with the genuine, finalized Omnitrix serves as a magnificent graduation milestone, signaling that Ben has grown from an impulsive kid with a watch into a worthy galactic guardian.

Production Details

First Aired: March 31, 2012
Created By: Man of Action (Duncan Rouleau, Joe Casey, Joe Kelly, and Steven T. Seagle)
Written By: Dwayne McDuffie and Matt Wayne
Directed By: Dan Riba
Produced By: Cartoon Network Studios / Dedicated to the Memory of Dwayne McDuffie
Art Style: Visually breathtaking and epic visual aesthetics showcasing glowing golden knight visual armor modifications, massive dimensional distortions, and sweeping, cinematic final frames.
Voice Cast:
- Yuri Lowenthal as Ben Tennyson / Juryrigg
- Ashley Johnson as Gwen Tennyson
- Greg Cipes as Kevin Levin
- James Remar as Vilgax / Ultimate Vilgax
- Jeff Bennett as Azmuth
- John DiMaggio as Dagon / Psyphon

Fun Facts & Trivia

Did You Know?

This monumental grand finale episode is officially dedicated to the beloved memory of legendary series developer, story editor, and writer Dwayne McDuffie, who tragically passed away during production.
Ben uses the manic gremlin form Juryrigg for a highly critical tactical purpose, using his hyper-fast mechanical tearing traits to take down Psyphon's siphon device.
When Ben wields Ascalon while wearing the Ultimatrix, he gains a unique, heavily stylized green knight-armor design that pays a brilliant visual tribute to Sir George's look.
Azmuth handing Ben the brand-new, sleek finalized Omnitrix serves as the direct, official narrative bridge leading into the sequel series, Ben 10: Omniverse.
The closing scene where Ben, Gwen, and Kevin drive off down the open highway in Kevin's car brings the multi-year narrative arc of the UAF era to a beautiful, full-circle conclusion.

Legacy & Impact

"The Ultimate Enemy: Part 2" stands as a monumental landmark and one of the absolute most emotionally profound, critically acclaimed milestones in the entire multi-show Ben 10 franchise. By forcing Ben to choose between absolute universal dictatorship and humble human heroism, it provided an absolute masterclass in science fiction storytelling.

The rich storytelling magnitude of Ben 10: Ultimate Alien achieves absolute perfection through this sweeping finale, trading simple alien brawls for an unforgettable exploration of responsibility and morality. It stands as a timeless, beautifully animated masterpiece that successfully closed a multi-year generation of cartoon history.