The Ultimate Sacrifice

The Ultimate Sacrifice is the nineteenth episode of the third season of Ben 10: Ultimate Alien, and the thirty-ninth episode overall.
==Synopsis==
Ben is suddenly NOT Ben and it's an all-out revolt as the aliens inside Ben's Ultimatrix demand their freedom.
==Plot==
Ben as Humungousaur and the rest of the team are fighting a red robot in the middle of the street. After the robot takes down Kevin, it begins strangling Humungousaur, so Humungousaur evolves into Ultimate Humungousaur to fight the robot and proceeds to annihilate it. Both Gwen and the robot beg Ultimate Humungousaur to stop, only for him to angrily shout out that he's not Ben.
Suddenly, Ultimate Humungousaur attacks Gwen and Kevin. Gwen gets worried and notices that Ultimate Humungousaur's eyes are red. She tells Kevin that she thinks that Albedo might be controlling him, but Kevin thinks he just hit his head. A conversation between Ben and Sentient Ultimate Humungousaur follows. They keep arguing about whose body it is. Kevin gets annoyed and hits Ultimate Humungousaur with a car so hard that he is sent flying into the distance. Gwen thinks she could turn him back to Ben and uses her spellbook to find the right spell. After she uses the spell, they see Ben hitting himself with his eyes still glowing red. Gwen uses a sleeping spell to put him to sleep but he transforms back into Ultimate Humungousaur. Kevin ties him up with metal cables and Gwen calls Dr. Borges, a psychiatrist, to see what's wrong with Ben.
She asks him if he had issues with his mother when he was young. Sentient Ultimate Humungousaur replies that his mother tried to eat him before he even hatched. She tries to hypnotize the two personalities so that they can resolve their issues in their sleep and asks what he dreams of. Sentient Ultimate Humungousaur answers and says that he's going to kill Ben. He breaks his arm free from the steel wires and chokes himself, attempting to kill Ben. His eyes glow green, and Ben shouts out that he's killing both of them.
After successfully putting both Ben and Sentient Ultimate Humungousaur into a hypnotic trance, Sentient Ultimate Humungousaur wakes up almost immediately and rips apart the cables, roaring aggressively. Dr. Borges gets scared and runs away, asking them to pay for her work later. Sentient Ultimate Humungousaur shouts that his head is hurting and a few seconds later Sentient Ultimate Humungousaur glows red, and Ben disappears and leaving behind the Ultimatrix, apparently turned off. Ben is sucked inside the Ultimatrix, thinking that he is dead.
Gwen argues with Kevin about how to get Ben back. Kevin figures out that Ben is inside the Ultimatrix. Gwen thinks that they should go in after Ben, but Kevin thinks that they would be trapped in forever. He decides that she can take the risk if she wants to, but she has to be careful. Gwen sends her Anodite astral projection form into the Ultimatrix, while Kevin goes and finds Azmuth for help.
Inside the Ultimatrix, Ben is convincing himself he cannot be dead, because of his heroism and his handsome face and charms, when suddenly there is a short earthquake and from under the earth come out Sentient Ultimate Echo Echo, Sentient Ultimate Spidermonkey, Sentient Ultimate Swampfire, Sentient Ultimate Cannonbolt, Sentient Ultimate Big Chill, and finally Sentient Ultimate Humungousaur. Ben is shocked and Sentient Ultimate Humungousaur reveals that the Ultimate forms want to kill him in order to set themselves free from the Ultimatrix. Ben quickly explains that they can't do that because they are all him. Sentient Ultimate Echo Echo calls Ben a liar, and screeches at Ben. Sentient Ultimate Swampfire says they have brains and hearts and that they are all alive, with Sentient Ultimate Big Chill responding that they are sick of being inside the Ultimatrix. 
Sentient Ultimate Spidermonkey webs up Ben and Sentient Ultimate Humungousaur drags him away, intending to throw him into a fire pit which would kill him and set them all free. Ben transforms into Ghostfreak to free himself from the web. He tries to possess Sentient Ultimate Humungousaur but is not able to. Sentient Ultimate Big Chill uses his ice flames on Ghostfreak to freeze him, so he transforms into Heatblast to melt the ice, then transforms into Brainstorm and runs away. Brainstorm then transforms into Diamondhead and fights them. All of the Ultimates overpower him, so Diamondhead is forced to revert back to Ben.
Gwen comes and takes them down to save Ben. Ben says that he's had enough of being nice to them and transforms into Way Big and throws Sentient Ultimate Big Chill and Sentient Ultimate Echo Echo into a building and slams the others down into the ground. Sentient Ultimate Humungousaur then calls a retreat. Sentient Ultimate Big Chill questions the idea, but, after realizing what he is planning, retreats along with the Ultimate forms, leaving Way Big and Gwen alone.
Meanwhile, Kevin is flying the Rustbucket 3, approaching Galvan Prime when a giant hologram recording of Azmuth's head appears, warning that if the unidentified ship came any closer, it would be destroyed. Kevin thinks that nothing will happen, but the automatic security system activates. Although he is able to dodge the lasers, he crashes the Rustbucket 3. He sees that Azmuth's tower is close but when he gets closer to the door, a Mechamorph Guard tells him he can't pass, so he gets ready for a fight.
Inside the Ultimatrix, Way Big walks around, looking for a way out, with Gwen flying next to him. Sentient Ultimate Spidermonkey captures Gwen in a web, but she just burns it off. The Ultimatrix times out and Way Big transforms back into Ben, so the Ultimate forms ambush him and take him by force. Gwen tries to get closer to save him, but Sentient Ultimate Echo Echo throws his sonic disks at her.
Kevin is still fighting the Mechamorph Guard. Kevin is defeated, but he tries to explain to Azmuth that Ben saved the world countless times, he said so that he could let him in to save him. He sees Azmuth behind him telling the guard to leave and tells Kevin that he will help. 
Gwen is being stalled by Sentient Ultimate Echo Echo and Ben is about to be thrown in a pit of fire by the Ultimates so that they can be set free. Gwen gets really angry and blows up the sonic disks. She starts unleashing more of her immense Anodite power, but Ben begs her to stop, because she could lose her humanity. She says that she will no longer be under an immense power surge (so she gets to keep her humanity) and tells Ben that she is going to destroy all the Ultimates. The Ultimates realize their fate, but just before Gwen destroys them, Ben orders her to stand down. He willingly wants to sacrifice himself so he can set his Ultimates free. Sentient Ultimate Humungousaur grabs Ben and takes him to the pit of laser fire. Ben asks Sentient Ultimate Humungousaur whether he could have a last word with Gwen. He hesitates, but yet he trusts that Ben won't trick them. So, he lets him go to Gwen. He tells Gwen that he has to die. Gwen begs him not to do so, but Ben tells her to keep quiet. He said that a true hero will sacrifice for the sake of others and that he must die, if he wants to set the Ultimate forms free to live their lives and then gives Gwen a goodbye kiss on her forehead. He walks to the pit of fire with the Ultimate forms around him, chanting the word "burn". Before Ben jumps in, he stops to tell them that he never intended them to suffer. He takes one breath, waits, and jumps in.
He is shown waking up out of the Ultimatrix with Gwen, Kevin, the Ultimate forms, and Azmuth around him. He was confused and tells Azmuth that he died. Azmuth explains that, due to his heroic sacrifice, the Ultimatrix set the Ultimates free and spared Ben's life.
He also explains to Ben, while fixing the Ultimatrix, that the glitch that caused the Ultimates to gain consciousness has been removed and they will now be a reflection of Ben, as with all his transformations. Sentient Ultimate Humungousaur tells Ben that they are sorry for what happened in the Ultimatrix, but Ben replies he had no hard feelings. Azmuth then creates a portal to take the Ultimate forms to a planet where they would live in peace. Before following the Ultimate forms through the portal, Sentient Ultimate Humungousaur apologizes to Ben and states that he wasn't as bad as he thought.
Ben seems proud of himself by the expression on his face at the end of the episode and Kevin invites Ben and Gwen for a visit to Burger Shack. Gwen is surprised, but Kevin says that it's the least he can do for his "best girl" and his "best friend".
==Noteworthy Events==
===Major Events===
*A glitch in the Ultimatrix causes some of the Ultimate forms to become sentient, which Azmuth fixes.
*The Rustbucket 3 is destroyed.
====Character Debuts====
*Dr. Borges
*Mechamorph Guard
*Sentient Ultimate Humungousaur
*Sentient Ultimate Echo Echo
*Sentient Ultimate Cannonbolt 
*Sentient Ultimate Big Chill
*Sentient Ultimate Swampfire 
*Sentient Ultimate Spidermonkey 
*Red Robot
====Ultimatrix Alien Debuts====
*Ghostfreak (Ultimate Alien debut)
===Minor Events===
*As a courtesy, the Ultimates have been taken by Azmuth to a nice planet to live freely.
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Kevin Levin
===Supporting Characters===
*Dr. Borges (first appearance)
*Azmuth
===Antagonists===
*Red Robot (first appearance)
*Sentient Ultimate Humungousaur (first appearance)
*Sentient Ultimate Echo Echo (first appearance)
*Sentient Ultimate Cannonbolt (first appearance)
*Sentient Ultimate Big Chill (first appearance)
*Sentient Ultimate Swampfire (first appearance)
*Sentient Ultimate Spidermonkey (first appearance)
*Mechamorph Guard (first appearance)
==Aliens Used==
*Humungousaur (off-screen activation)
**Ultimate Humungousaur (x2; second time was an unintentional transformation)
*Ghostfreak (first reappearance)
*Heatblast (cameo)
*Brainstorm
*Diamondhead
*Way Big
==Spells Used==
*Imperium in mentum
*Somnus
==Quotes==
==Naming and Translations==
==Cast==
==Errors==
*When Ultimate Humungousaur runs towards the Red Robot, his Ultimatrix symbol is missing in one shot.
*Throughout the entire episode, Sentient Ultimate Humungousaur nails are grey instead of black.
*During the opening credits, the text suddenly appears and disappears instead of fading in and out (except for the director's credit), and it does not have a drop shadow.
*When Sentient Ultimate Humungousaur disappears into the Ultimatrix, the black switch on the Ultimatrix is not there.
*Ben has an Ultimatrix even though he is inside the Ultimatrix itself.
*Ghostfreak's hologram faces away from Ben.
*Ghostfreak's back line pattern changes twice.
*The lines on Heatblast's body are different when he is in the ice.
*Way Big is once again smaller than usual.
*When the sentient Ultimates lure Way Big to the fire pit, it is just a short distance away, but Way Big walks a considerable distance to get there.
*Before Gwen threatens to kill the sentient Ultimates, Sentient Ultimate Swampfire's face is much bigger than usual.
*In the final scene, Sentient Ultimate Echo Echo looks smaller.
*When Azmuth fixes the Ultimatrix, for a split second, part of his jaw is in front of the watch.
TUS (34).png|Missing Ultimatrix symbol
TUS (165).png|Grey nails
TUS (170).png|Missing black switch
TUS (246).png|Hologram error
TUS (250).png|Ghostfreak's first pattern
TUS (251).png|Ghostfreak's second pattern
TUS (253).png|Ghostfreak's third pattern
TUS (269).png|Line error
TUS (379).png|Ben has an Ultimatrix
TUS (390).png|Way Big is smaller than usual
TUS (397).png|The fire pit is a short distance away
TUS (407).png|Way Big is still walking
TUS (456).png|Face error
Freed Ultimates.PNG|Size error
Jaw error.png|Jaw error
==Trivia==
*The episode's title is listed as Ultimate Sacrifice on the back of the Ben 10 Ultimate Alien: The Wild Truth DVD.
*In this episode, Ben states that his coulrophobia came from being scared by a clown at the circus when he was four. This is retconned in Omniverse, as Ben's coulrophobia came from seeing Max in clown make-up when he was five.Something Zombozo This Way Comes
*This is the fifth time an alien takes control of Ben, and the only time that it is an Ultimate form who does this.
*Azmuth took the Sentient Ultimates to his lab where they could live comfortably and usefully.
==Notes==
==References==
===Crew Statements===
====T.J. Collins====
====Eugene Son====
====Duncan Rouleau====
===Cartoon Network===
===Ben 10 Planet===
es:El sacrificio supremo
pl:Największe poświęcenie
pt-br:O Sacrifício Supremo
ro:Sacrificiul suprem
Category:Ben 10: Ultimate Alien Episodes
Category:Ben 10: Ultimate Alien Season 3 Episodes
Category:Episodes
Category:Episodes Written by Dwayne McDuffie
Category:Episodes Directed by Butch Lukic