The Ultimate Enemy: Part 2

The Ultimate Enemy: Part 2 is the thirty-second and final episode of the third season of Ben 10: Ultimate Alien, and the fifty-second and final episode overall.
==Synopsis==
Vilgax re-emerges in his most powerful form ever! Can Ben stop him?
==Plot==
The episode starts off from where the previous episode left off. The team, Sir George, Vilgax, and Psyphon look out through a hole in the cave to see the gigantic Dagon hovering outside after breaking the seal. They head outside to confront him. Dagon claims that he won't need to fight the team and George, calling Vilgax to do away with them. However, Vilgax has vanished, leaving George to comment that Vilgax is wise for knowing that Dagon will be defeated. Undeterred by this, Dagon simply summons droves of Esoterica in Vilgax's place and has them begin attacking, with their focus solely on George. Gwen and Kevin decide to keep them busy so George can fight Dagon alone.
Ben, seeing Juryrigg is no match for Dagon, transforms into Way Big. However, before Way Big can finish his quip, Dagon cuts him off, gloating about how he believes he will defeat him and conquer their dimension. Way Big finishes his quip and transforms into Ultimate Way Big, growing to a fraction of Dagon's size. Jumping on Dagon's face, Ultimate Way Big begins pummeling him, much to Dagon's annoyance. He then tosses Dagon into a dam, destroying it in the process. Ultimate Way Big begins shooting cosmic rays and discs at his foe, accidentally destroying some property when he dodges an attack. However, none of Ultimate Way Big's attacks cause any significant damage to Dagon.
Annoyed by Ultimate Way Big's attempts to stop him, Dagon creates a small acid rainstorm over Ultimate Way Big, harming him enough to cause the Ultimatrix to revert Ben to normal, leaving an unconscious Ben in the water. Elsewhere, Gwen and Kevin have become overwhelmed by the seemingly endless amount of Esoterica, leading Gwen to cast a protective shield to block them. Dagon appears before them, leading Gwen to think Ben may be deceased. However, Kevin assures her that Ben might have simply just changed back. George declares Ben's sacrifice will not be in vain and resumes fighting Dagon, giving him several slashes to the face while Gwen and Kevin resume fighting the Esoterica.
Back at the dam, Ben recovers and transforms into Wildmutt, then into Ultimate Wildmutt to head back to the battle. Arriving, Ultimate Wildmutt helps Gwen and Kevin defeat the Esoterica. Meanwhile, Vilgax impatiently tells Psyphon to hurry with the machine's preparations. However, Psyphon tells Vilgax that he needs to properly adjust the device, as it is not absorbing just the powers from a being like he had previously done. Vilgax then threatens him to make sure it works, something Psyphon takes well.
Outside the cave, Chromastone saves George from Dagon's laser by using his energy absorbing ability, and then shoots ultraviolet rays at Dagon, giving George an opening. However, when George fails to land a hit on Dagon, Chromastone fires again, before yelling that he's out of energy. Gwen asks how much energy he can hold, and when answered "a lot", Gwen charges him up with mana, allowing Chromastone to fire a larger blast. However, Dagon has become annoyed with the constant attempts to stop him and knocks Chromastone to the ground. George attempts to make another attack on Dagon, but he sends a red bolt of lightning down from the sky that zaps George. Weakened, George reverts to his old man form, dropping Ascalon, and kneeling on the ground. He then turns completely grey and begins to blow away in the wind as a cloud of dust. When Ben recovers, Gwen sadly informs him of George's demise.
Dagon relishes in his victory over George, proclaiming that his conquest of this dimension will soon come to fruition. However, Vilgax comes into view with Psyphon and the machine, declaring that if anyone is to rule this universe, it's going to be him; he also plots to take over Dagon's dimension as well. Dagon then attacks Vilgax, planning on destroying his "weapon". However, his laser beams are absorbed into the machine as it keeps drawing in his power. Psyphon explains that under normal conditions, the device simply drains a being's powers. However, since Dagon's very being is made of power, he gets absorbed by the machine. Upon the device completely absorbing Dagon, Vilgax demands his power be given to him. Ben tries reasoning with Psyphon, but he doesn't listen. Upon gaining Dagon's powers, Vilgax takes a form similar to him and shoots laser beams at the team, leaving nothing but a crater where they were.
However, it is revealed Gwen teleported everyone to the Plumbers' Mt. Rushmore base. Ben theorizes that they have a couple of days before Vilgax figures out they aren't dead and how to properly use his powers to find them. However, he is proven wrong the minute he stops talking as Vilgax's voice demands they come out and face him, sending the Esoterica to attack them. However, Gwen activates the base's defense system, warding off the Esoterica. Annoyed, Vilgax reassumes his previous form and rips off the Washington face from the monument, disabling the defense system.
Once inside the Mt. Rushmore fort, Vilgax begins tearing apart the base, knocking out Gwen and Kevin. Faced with Ben in one final stand-off, Vilgax wonders what tricks Ben will use this time, only to see him grab the Ascalon and become covered in knight's armor; Ben decides not to use the Ultimatrix, having figured out how to use the sword. Vilgax fires energy blasts at Ben, but he reflects them back at Vilgax with Ascalon. They both charge at each other, and in a flash of light, Vilgax is reverted to his normal form; Ben absorbed Dagon's power into Ascalon. When Vilgax questions what he'll do with Dagon's power, Ben tells him that he'll change the Esoterica back to normal.
Vilgax says that with Ascalon, the Ultimatrix and Dagon's power, he could rid the universe of evil for good. Ben finds this interesting, causing a recovered Gwen and Kevin to question if he should actually take moral advice from Vilgax. Julie and Ship arrive, asking Ben to stop. Stressed with the choice with what to do, Ben asks for quiet as he remembers all of his adventures. Raising Ascalon, Ben sends beams of light all over Earth, turning everyone back to normal, just as he said and loses the armor. Julie kisses Ben, something he says is worth giving up all that power.
Pondering what to do with Ascalon, Ben is shocked to find Azmuth standing in front of him, demanding it back. Upon its return to Azmuth, Ascalon is sent into the stars. Azmuth then demands the Ultimatrix from Ben. Ben complies, confused as he thought he had proven himself worthy to use it. Azmuth points out that he still doesn't understand; an inferior copy of the Omnitrix is not worthy of him', leading Ben to question Azmuth again. Annoyed that Ben didn't let him finish, Azmuth tells Ben to look at his wrist, which now has a new Omnitrix. Further elaborating, Azmuth explains this is the Omnitrix, the one he worked on ever since Ben received the prototype. Ben then asks if he can have the Master Control now, leading Azmuth to playfully smile and reply "Perhaps for your 18th birthday". Azmuth then leaves, and the episode ends with Ben, Gwen, Kevin, Julie, and Ship together, ending the series.
==Noteworthy Events==
===Major Events===
*Sir George is killed by Dagon.
*Vilgax absorbs Dagon's powers.
*All of the Esoterica are turned back to normal.
*Azmuth removes the Ultimatrix from Ben so that he could give him the new Omnitrix.
====Ultimatrix Alien Debut====
*Ultimate Way Big
===Minor Events===
*Ben and Julie share their first on-screen kiss.
*Azmuth reveals that the original Omnitrix and the Ultimatrix were prototypes.
==Characters==
*Ben Tennyson (flashback and present)
*Gwen Tennyson (flashback and present)
*Kevin Levin (flashback and present)
*Sir George (death)
*Julie Yamamoto (flashback and present)
*Ship (flashback and present)
*Magister Labrid (flashback; cameo)
*Max Tennyson (flashback; cameo)
*Dragon (flashback; cameo)
*Verdona (flashback; cameo)
*Manny Armstrong (flashback; cameo)
*Helen Wheels (flashback; cameo)
*Bellicus (flashback; cameo)
*Serena (flashback; cameo)
*Azmuth (flashback and present; flashback was a cameo)
*Carl Tennyson (flashback; cameo)
*Sandra Tennyson (flashback; cameo)
*Cash Murray (flashback; cameo)
*JT (flashback; cameo)
*Pierce's Girlfriend (flashback; cameo)
*Galapagus (flashback; cameo)
*Ra'ad (flashback; cameo)
*Bivalvan (flashback; cameo)
*Andreas (flashback; cameo)
*P'andor (flashback; cameo)
*Charmcaster (flashback; cameo)
*Celestialsapiens (flashback; cameo)
**Star Child (flashback; cameo)
*Eunice (flashback; cameo)
===Villains===
*Dagon
*Vilgax
**Ultimate Vilgax
*Psyphon
*Flame Keepers' Circle
**Esoterica (returned to normal)
*Forever Knights (death)
*DNAliens (flashback; cameo)
*Albedo (flashback; cameo)
*Highbreed (flashback; cameo)
*Aggrebots (flashback; cameo)
*Aggregor (flashback; cameo)
**Ultimate Aggregor (flashback; cameo)
*Addwaitya (flashback; cameo)
*Darkstar (flashback; cameo)
*Ultimate Kevin (flashback; cameo)
==Aliens Used==
*Juryrigg
*Way Big
**Ultimate Way Big (first appearance)
*Wildmutt (cameo)
**Ultimate Wildmutt
*Chromastone (off-screen activation)
*Alien X (flashback; cameo)
*Humungousaur (flashback; cameo)
==Spells Used==
*Magnus vox
*Eo recedentia
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*Ben being overwhelmed by Ascalon was hinted by Gwen in Solitary Alignment.
*When Gwen and Kevin try to talk Ben out of misusing Ascalon, Gwen mentions how she was tempted to go full Anodite in War of the Worlds: Part 2, and Kevin mentions how he lost control of his powers in The Forge of Creation.
*Vilgax taunts Ben by mentioning Diamondhead and Swampfire, referring to his encounters with them in Vengeance of Vilgax: Part 2 and The Final Battle: Part 2, respectively.
*The existence of a third Omnitrix was first mentioned by Azmuth in Map of Infinity.
==Errors==
*In the previous episode, Dagon said "At last" before he physically appeared, but during the recap at the beginning of this episode, he says it after he appears. Furthermore, Juryrigg faces the opposite direction compared to the previous episode.
*Way Big and Wildmutt's holograms face away from Ben.
*Before Ultimate Way Big pulls Dagon from the sky, his left shoulder is colored blue. This also occurs with his hands before he changes back.
*When Dagon reverts to his regular form after defeating Ultimate Way Big, he turns transparent, during which there is an error where the division between his two layers is visible.
*The river that Ultimate Way Big battles Dagon in covers his feet, but when he reverts to Ben, it is much shallower.
*Ultimate Way Big changes back into Ben without changing back into Way Big.
*When Ben transforms into Ultimate Wildmutt, he only has three nostrils instead of four.
*When Kevin absorbs metal, there is a layering error, where some of his human skin is visible.
*When Ultimate Wildmutt attacks the Esoterica, his lips are the same color as his skin.
*In one shot, after Ultimate Wildmutt reverts to Ben, Kevin's body is not covered in metal.
*After Ben gets up after reverting from Chromastone and Sir George had been turned to dust, Gwen appears noticeably taller than Ben.
*After Vilgax absorbs Dagon's power and ascends to the sky, his mouth initially does not move when he speaks.
*In one shot, the top of Gwen's head is shown floating above the chair in the Mt. Rushmore Plumber base, with the rest of her body cut off.
*Gwen's height relative to the chair in the Plumber base changes between shots.
*In one shot, after Vilgax destroys the Plumber base, Gwen's helmet is gone.
*When Ben raises Ascalon against Vilgax, the Ultimatrix can be seen poking out of his sleeve. However, when the sword armors him up, the Ultimatrix can't be seen, despite the fact that it clearly would be.
*When Ben is in the midst of being tempted by Vilgax into using the power of the Ultimatrix, Ascalon, and Dagon to rid the universe of evil, Julie suddenly is able to help Gwen and Kevin talk him out of it, despite not being present when the conversation started and shouldn't know what's happening.
*Strangely, when Vilgax is stripped of his powers, he has his regular clothes back on, which is impossible as it was shown in The Final Battle: Part 2 that he shed his clothes when he transformed into his true form.
*When the camera shows Ben thinking about what to do with all the power he has, Gwen is seen once again without her helmet on.
*The flashbacks from previous episodes shows scenes that Ben wasn't present in despite said flashbacks supposedly coming from his mind.
*Vilgax disappears from the episode after Ben reverts the Esoterica to human.
*When Ascalon teleports away, there is a hole in Ben's arm in the shape of Ascalon for one frame.
*When the Ultimatrix detaches itself from Ben's wrist, the dial is briefly turned to the right.
*Eatle is listed in the credits despite not appearing in this episode.
TUE2 (31).png|Hologram error
TUE2 (45).png|Blue shoulder 
TUE2 (108).png|Blue hands 
TUE2 (109).png|Shallow water
TUE2 (129).png|Hologram error
TUE2 (133).png|Nostrils error
TUE2 (145).png|Layering error
TUE2 (150).png|Mouth error
TUE2 (154).png|No metal layer
gwen height error.png|Height error
TUE2 (257).png|Floating top of head
TUE2 (258).png|The chair is slightly taller than Gwen
TUE2 (261).png|Gwen is slightly taller than the chair
TUE2 (275).png|Missing helmet
TUE2 (321).png|Vilgax has clothes
TUE2 (346).png|Missing helmet
Ultimatrix error 2.png|Ultimatrix dial error
The Ultimate Enemy Part 2 Voice Credits.png|Eatle in the credits
==Trivia==
*The episode's title is listed as The Ultimate Enemy Pt. 1 within the episode itself, The Ultimate Enemy, Part 1 on the Ben 10 Ultimate Alien: The Ultimate Ending DVD, The Ultimate Enemy - Part 1 on Amazon Prime Video, and The Ultimate Enemy, Pt. 1 on iTunes.
*This episode was dedicated to Dwayne McDuffie, one of the writers and story editors, who passed away in 2011.
*For unknown reasons, this episode is missing from the Cartoon Network website.
*Azmuth destroyed the Ultimatrix off-screen after the events of this episode.
*The first draft of this episode was completed on October 31, 2010.
* According to Derrick J. Wyatt, in an earlier draft of the episode's script, one of the characters was supposed to die. However, this was changed at the last second by Matt Youngberg as the Cartoon Network executives were against it.
**However, according to Matt Wayne, when he wrote the episode with Dwayne and Charlotte Fullerton, they never discussed killing a character, stating that it could be a notion that had been rejected by the time they were writing it, or Derrick misheard something.
==References==
===Crew Statements===
====T.J. Collins====
====Dwayne McDuffie====
====Derrick J. Wyatt====
====Matt Wayne====
===Amazon Prime Video===
es:Enemigo supremo
pl:Wróg ostateczny: część 2
pt-br:O Inimigo Supremo: Parte 2
ro:Duşmanul suprem: Partea 2
Category:Episodes
Category:Ben 10: Ultimate Alien Episodes
Category:Ben 10: Ultimate Alien Season 3 Episodes
Category:Two Part Episode
Category:Episodes Written by Dwayne McDuffie
Category:Episodes Directed by Dan Riba
Category:Dagon Arc
Category:Episodes with Flashbacks