Sentient Ultimate Humungousaur answers and says that he's going to kill Ben. Gwen uses a sleeping spell to put him to sleep but he transforms back into Ultimate Humungousaur. The Knights headed up by Sir Reginald knew that behind that seal was the secret of the First Forever Knight, and possibly a cache of alien tech. They go in the cave but, the plant isn't there. Ben says that he had enough of being nice to them and transforms into and throws Sentient Ultimate Big Chill and Sentient Ultimate Echo Echo into an Ultimatrix like building and slams the others down into the ground. Sentient Ultimate Big Chill uses his ice flames on Ghostfreak to freeze him Ben as Ghostfreak couldn't escape as both of them were intangible , so Ghostfreak transforms into to melt the ice, then transforms into and runs away. She tells Kevin that she thinks that might be controlling him, but Kevin thinks he just hit his head.
He suddenly wakes up, breaks his arm free from the steel wires and chokes himself, attempting to kill Ben. Baz-L is on a distant planet where he is stealing some valuable gems from some temple statues. Vilgax betrays Albedo, keeping the Omnitrix against their deal and uses it to turn his army of bioids into Humongousaurs. Meanwhile, was flying the , approaching when a giant hologram recording of 's head appears, warning that if the unidentified ship came any closer, it would be destroyed. Ben, Kevin and Gwen find Elena Validus to see what is going on.
While she was being stalled by Ultimate Echo Echo, Ben was about to be thrown in a pit of fire by the Ultimates so that they could be set free. Before they all left, Sentient Ultimate Humungousaur apologizes to Ben and states that he wasn't as bad as he thought, before leaving himself. The argument escalates into a heated battle between the two first-cousins, which Ben wins as Way Big using an incredibly strong and powerful cosmic ray attack. Ben appears shortly afterwards and the whole gang hugs. Julie joins a cult called the Flame Keepers' Circle. 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.
Gwen must juggle things around, in which she has to help Ben and Kevin recapture Dr. Borges gets scared and runs away, asking them to pay for her work later. They create a good friendship with an alien named Tack and Ben dislikes the drill instructor, Magister Hulca, that is being targeted for revenge by a menacing Tetramand. The show also featured an episode marathon with a contest event in the United States. The one main story line concerns the appearance of a very mysterious and dangerous character called Sir George, along with Diagon, a dimensional demon. Aided by Magister Pyke, they travel to the planet's core, which contains a gravitational multiplier holding the water planet together. Prince Gyula and King Xarion want to see this weapon, Gyula wants to control Dr.
Gwen using her abilities on the Ben starts saying that his head is hurting. While Gwen assumes her inner Anodite form as her astral projection to enter the Ultimatrix to help Ben, Kevin travels to planet Galvan Prime to convince Azmuth to help. Gwen thinks she could turn him back to Ben and uses her to find the right spell. Ben must now learn the Ultimatrix secrets. Since Kevin has the ability to open the suit using his Osmosian powers to absorb Taedenite, P'andor tricks him into cutting it open. Soon Vilgax proposes that the two of them should take revenge on Ben. He tries revert to his old form but he is not able to, for he needs the Omnitrix.
He tells Gwen that he has to die. The energy causes him to become an egomaniac. The group of Forever Knights that he is watching tries to break an ancient seal. When they go to Gwen's room, they find a dark-hair girl. They try to leave the house, but Gwen's mom insists they take Sunny with them.
Darkstar romantically charms Charmcaster and uses her magical strength and energy to his own evil advantage to absorb all of the infinite amounts of mystical mana from Ledgerdomain. The final episode that aired March 31, 2012 was dedicated to Dwayne McDuffie, who died during the production of this series. In fact, he is actually watching some Forever Knights live. Gwen sends her astral projection form into the Ultimatrix, while Kevin goes and finds for help. He takes one breath, waits, and jumps in. In addition, he reveals the real reasons for creating the Omnitrix and the Ultimatrix.
Sentient Ultimate Swampfire said that they have brains and hearts like any other life forms have and that they are all alive. He tells Ben and his team about it, but only Ben believes him. He goes in the cave and an alien plant attacks him. She tries to hypnotize the two personalities so that they can resolve their issues in their sleep and asks what he dreams of. He tries to possess Sentient Ultimate Humungousaur, but is not able to.
Ben, Kevin and Gwen find Elena Validus to see what is going on. Vilgax and the Flame Keepers' Circle fight against George and the Forever Knights along with Ben Tennyson. Ma Vreedle plans to spawn an army of Pretty Boy Vreedle clones, which could dry up Earth's oceans. Ben tries to stop them as Ultimate Humuongosaur, but he manages to escape. After Kevin absorbs the powers and abilities of Alan, Helen, Manny, Pierce, and Dr. Kevin fights a He saw that Azmuth's tower is close but when he got closer to the door, came and told him he can't pass, so he got ready for a fight.