The Final Battle: Part 2
General Information
Original broadcast March 26, 2010
Series Ben 10: Alien Force
Season 3
Episode number 46
Overall episode number 98
Episode Guide
Previous episode The Final Battle: Part 1
Next episode Fame

The Final Battle: Part 2 is the forty-sixth and final episode of Ben 10: Alien Force. It is both the finale of season 3 and the Series finale of Ben 10: Alien Force.


Starting from where the previous episode left off, Ben has given Vilgax the Omnitrix (prototype) and Vilgax commands his droids to attack Ben and the team. Gwen teleports Ben and the team away. Albedo protests, saying that Vilgax was supposed to destroy the Omnitrix, to revert Albedo. Vilgax announces his betrayal and transforms his army into thousands of Humungousaurs. Negative Ultimate Humungousaur tried to fight the army. However, he was soon defeated and dogpiled. Meanwhile, Kevin, Gwen and Max are in the Rust Bucket. Meanwhile, Ben expels himself from his friends. He wanders in the forest sadly. He took off his jacket and puts it on a nearby Rock. Azmuth teleports in. Ben said that his Jacket is a hero Jacket, and he doesn't deserve it anymore. Ben also repeatedly blames himself for his failure because Vilgax has the Omnitrix. Azmuth explains to him that he might be powerless without the Omnitrix, but that doesn't mean he isn't a hero without it. This gives Ben an idea and heads to his friends with a plan. Then, Gwen teleports the group on Vilgax's ship. Vilgax introduces to them the ability to transform his biods. He says that the one he showed them were "a few of the hundred thousands I have". Ben commands Vilgax to give him the Omnitrix. Vilgax commands his biods to attack, so Ben activates Self Destruct to the Omnitrix in Voice Command. Vilgax says that he is bluffing and transforms his biods into Swampfire. The Omnitrix self destructs, sending Vilgax to a wall. Ben runs to Vilgax to gather the Omnitrix's remains.


Meanwhile, Kevin gets a bad headache and turns back into his original human form, Gwen and Max point out that he is normal again. Max said that it was the Omnitrix that kept him in his mutated form. Happily, Kevin and Gwen share their first ever romantic kiss. Ben says that they didn't have to ruin the moment, to which Gwen points out "Victory Kiss!". Enraged, Vilgax begins to overload his hyper drive and aims it to crash on Bellwood. Max says that that will destroy Bellwood along with everything else within a hundred miles. Gwen, Max and Kevin attack Vilgax. Ben runs to the chained Albedo and asks him to surrender the Omnitrix. Albedo corrects him with "Ultimatrix". Ben says that they could have a deal, Albedo should surrender him the Ultimatrix. Albedo asks what is it for him. Enraged, Ben frees Albedo and commands the Ultimatrix to self-destruct. Albedo gives it to him quickly. Meanwhile, Vilgax was about to defeat Max, Kevin and Gwen, when he si hit by a fireball. It is revealed to be Ben as Swampfire, who had put on the Ultimatrix. Ben instructs Gwen and Grandpa Max to steer the ship away from Bellwood . Then, he commands Kevin to stay and get his back. Vilgax fights them both and easily knocks out Kevin. He then punches Swampfire sending him flying at a Machine. Ben gets up and transforms into Ultimate Swampfire, announcing his battle cry. Vilgax charges at Ben, but he blasts him with Blue Fire. Meanwhile, Gwen and Max are trying to steer the ship. Max points out that they are too fast to turn around, so he suggests to angle away from the city, to ditch in the ocean. Ultimate Swampfire fights Vilgax and slightly has the Upper Hand.

As the ship begins to sink underwater, it succumbs to the pressure of being below sea level and the ship starts to break, flooding the inside with water. Kevin starts to wake up and runs to Gwen and Kevin. Vilgax said that Fire wouldn't be so useful that they are in his element turns into a giant squid-like creature surprising Ben. Max, Gwen, and Kevin escape, while Ben is left to fight Vilgax. Before Vilgax was able to swallow Ultimate Swampfire, he makes a small tentacle and presses his Omnitrix Symbol, disappearing in a flash. Meanwhile above water, Grandpa Max, Gwen, and Kevin, in Gwen's Shield see Vilgax's Ship self destruct. Max and Gwen think Ben has died. However, they are lightnede up again as Jetray flies out of the water and reverts in their shield. They all hug happily. Gwen asks what happened to Vilgax. Ben says that he didn't see him get out, but he's survived worse and if he does "It's hero time".

Spells UsedEdit

Major EventsEdit

  • Ben self-destructs the Omnitrix.
  • Kevin returns to his human form, and has regained his absorbing powers.
  • Gwen and Kevin share their first kiss.
  • Ben obtains the Ultimatrix.
  • Ben first transforms into Ultimate Swampfire.
  • Vilgax's true form is revealed.
  • Vilgax is left underwater while the ship exploded, leaving his fate unknown.
  • Vilgax's dream to use the Omnitrix's powers for an army to take control of the universe almost came true.



Aliens UsedEdit

By BenEdit

By AlbedoEdit

By Vilgax's BioidsEdit



Azmuth: You are a fool.

Ben: You don't hear me arguing.
Quotes Right


Ben: Omnitrix, self-destruct in 30 seconds, command code 0, 0, 0, destruct, 0.
Omnitrix: Destruct sequence completed and engaged. Detonation in T-30 seconds.
Vilgax: If the Omnitrix self-destructs, it will destroy the entire universe.
Ben: It would if I let the charge build up for a few days, but I'm only giving it 30 seconds.
Omnitrix: Detonation in T-20 seconds.
Ben: My bad. 20 seconds. Take off the Omnitrix or it's gonna blow!
Vilgax: You're bluffing. (makes the Bioids transform into Swampfire)
Bioids: SWAMPFIRE! (marches towards Ben)
Vilgax: Destroy him!(the Bioids prepare to attack)
Omnitrix: Detonation in T-10 seconds. (the Bioids look at the Omnitrix as it continues counting down) ...5...4...3...2...1... (self-destructs, sending Vilgax flying into a wall)
Kevin: (as Ben runs towards Vilgax, puts his hands on the sides of his head) Aaaaaaaaahhhhh!!!... (falls to the ground)
Gwen: Kevin!

(as Gwen and Grandpa Max crouch down next to Kevin, Ben runs to Vilgax and picks up the remains of the Omnitrix)
Quotes Right


Kevin: I've got a headache like you wouldn't belie- (Ben, Max, and Gwen smile at him)
Kevin: What?
Gwen: You're human again.(Kevin looks at himself)
Grandpa Max: It must've been the Omnitrix that was keeping you in that form. Once it was destroyed...
Kevin: I'm normal?
Gwen: Let me show you... (they kiss)
Grandpa Max: (smiles)
Ben: It was a nice little moment. Why'd they have to do that?

Gwen: Victory kiss.
Quotes Right


(Vilgax punches Ben as Swampfire and sends him flying into a machine)

Vilgax: You're losing, Tennyson!

Swampfire: Maybe so, but the new rig comes with some extras. (Transforms into Ultimate Swampfire) Ultimate Swampfire!! (Vilgax charges at him, but he blasts Vilgax back) What'ya say, Vilgy? Round 2?
Quotes Right


Vilgax: Fire's not so useful now that we're in my element!
Ultimate Swampfire: A sinking ship is your element? That explains sooo much.
Quotes Right


Ben: I'm going to let you go, but I'll be taking your Omnitrix.

Albedo: Ultimatrix.
Ben: Whatever. Do we have a deal?
Albedo: What is it for me?
Ben: I don't have time for this. (Ben frees Albedo) Command Function Override Code 10.
Ultimatrix: Override accepted.
Ben: Hey! What do you know? It recognizes my voice.
Albedo: Wait! What are you doing?
Ben: Omnitrix Self-Destruct in 30 Seconds: Command code: 0, 0, 0, destruct, 0.
Ultimatrix: Destruct sequence completed and engaged. Detonation in T-30 seconds.
Albedo: You're bluffing.
Ben: (holds the destroyed Omnitrix) Ask Vilgax if I'm bluffing.
Albedo: (looks at the destroyed Omnitrix and gives the Ultimatrix to Ben)
Ben: (Ben puts the Ultimatrix on his wrist) I like the old one better.
Albedo: Um...
Ben: Oh, Abort Self Destruct, Code 10.

Ultimatrix: Self-destruct sequence aborted.
Quotes Right


(last lines in the episode)

Gwen: What happened to Vilgax? Ben: I didn't see him get out, but he's survived worse. Kevin: He could come back.

Ben: If he ever does, it's hero time.
Quotes Right


Max: We're going too fast to turn around but we can angle away from the city and ditch in the ocean!

Gwen: Where's the ocean?

Max: Aim at the blue part!
Quotes Right


Gwen: (looks at Swampfire) Green eyes? Ben?

Vilgax: Tennyson!

Swampfire: Miss me?
Quotes Right


  • When Max stopped the Rust Bucket, there were no stripes on it.
  • When Negative Ultimate Humungousaur is talking to Vilgax about their agreement, his armor near his stomach is much thinner than usual.
  • When Vilgax turns his Bioids into Humungousaur, they do not transform all at once but instead group by group.
  • Max shouldn't have been able to save a page of Gwen's spellbook because he shouldn't be able to read it.

Naming and TranslationsEdit

Language Name Origin
Portuguese (Brazil) A Batalha Final, 2ª Parte The Final Battle, 2st Part
Spanish (Latin America) La Batalla Final: Parte 2 The Final Battle: Part 2
Spanish (Spain) La Batalla Final: Parte 2 The Final Battle: Part 2


  • Ben is able to self-destruct the Omnitrix using voice command (the voice command is exactly the same one used by James T. Kirk in Star Trek III: The Search for Spock).

See AlsoEdit

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