The Ultimate Omnimatrix (often referred to as the Ultimatrix) was the device that Ultimate Alien revolved around. Ben uses it to replace the Omnitrix, which he destroyed in a battle with Vilgax. The Ultimatrix was removed by Azmuth in The Ultimate Enemy: Part 2 and replaced by the true Omnitrix.


Originally created by Azmuth, the Ultimatrix's power core was unstable and incomplete so he put the device in high security storage.

Albedo stole the Ultimatrix and was able to stabilize the core, as well as "surpassing" the prototype Omnitrix by adding the evolutionary function. Unfortunately for him, Ben's DNA was still the default for the Omnitrix and the Ultimatrix was still linked to the same database, so Albedo only had access to Ben's current aliens, which excluded Grey Matter. Allying himself with Vilgax, he agreed to help him so he could turn himself back to normal, while Vilgax could have the Earth. After Albedo as Ultimate Negative Humungousaur easily defeated Ben as Humungousaur, Vilgax threatened Gwen and Kevin's lives in order to force Ben to give up the Omnitrix. Afterwards, Vilgax betrayed Albedo by using the Omnitrix to defeat him by turning his army of bioids into thousands of Humungousaurs.

Later, Ben activated the Omnitrix's self-destruct mechanism to force Vilgax to remove it but Vilgax refused, thinking he was bluffing and later suffered the consequences. Ben released Albedo and forced him to give him the Ultimatrix via the same threat. Ben used Ultimate Swampfire to battle Vilgax and used Jetray to later escape.

Ben continued to use it until he defeated Vilgax with Diagon's powers, Azmuth came to take Ascalon as well as the Ultimatrix and gave the new Omnitrix to the worthy wielder.


The Ultimatrix, unlike the Omnitrix, didn't resemble a wristwatch, looking more like a gauntlet. The central component, the selection interface remains the same, while the watch band was replaced by a gauntlet-like band extending up to almost half of the wearer's arm (since the band's ability to morph its shape wasn't placed into it).

When Albedo used it, the Ultimatrix had a red color scheme. After Ben took the Ultimatrix from Albedo, the Ultimatrix became green. This shows that the user can change the color scheme of the Ultimatrix.

The selection interface was identical to the original dial, with the intergalactic peace sign that changes color to reflect what mode the Ultimatrix was in.

Known UsersEdit

User When it was Put On When it was Removed
Albedo Albedo steals the Ultimatrix from Azmuth's laboratory and puts it on in The Final Battle: Part 1 In The Final Battle: Part 2, Albedo removes the Ultimatrix in order to give it to Ben.
Ben Tennyson In The Final Battle: Part 2, Ben puts on the Ultimatrix after taking it from Albedo. In The Big Story, the Plant Alien removed the Ultimatrix from Ben.
In The Big Story, Ben puts the Ultimatrix on again after taking it from the Plant Alien. In The Ultimate Enemy: Part 2, Azmuth removed the Ultimatrix from Ben so Ben can the use the Omnitrix.
Plant Alien In The Big Story, the Plant Alien stole the Ultimatrix and put it on. Ben stole the Ultimatrix from the Plant Clone.
Alpha Alpha duplicated the Ultimatrix and used it to transform into E.V.O versions of the aliens in Ben 10-Generator Rex: Heroes United. Alpha's duplicate Ultimatrix was removed by Rex Salazar.


Active Mode is the Ultimatrix's default mode. Normally Active Mode is active when the Ultimatrix can be used and nothing is wrong.

File:Recharge Mode.PNG
Recharge Mode's main purpose is to keep the Ultimatrix from damaging the user. Recharge Mode is activated when the Ultimatrix runs out of time. Recharge Mode is deactivated automatically, once a certain period of time has passed.
According to Dwayne, using Ultimate Forms will make the Ultimatrix go into Recharge Mode sooner than using non-Ultimate aliens.[1]

File:Ultimatrix Yellow mode.PNG
When DNA not in the Codon Stream is near the Ultimatrix, it closes its main features until the DNA is scanned. When a new DNA sample is acquired, the Ultimatrix sometimes shows a picture of almost every alien unlocked, plus the new one.
When a new DNA is sensed, the Ultimatrix either pops out and shoots out a yellow ray from the black and yellow part or doesn't pop out but circles and then reveals a hole which shoots out the yellow ray. When in alien form, the Ultimatrix shoots out a yellow ray from the dial. If the DNA is already in the Codon Stream, the Ultimatrix will have to be set to Scan Mode manually and the alien will just be unlocked and available for use.

File:Reset Mode.PNG
The Ultimatrix deactivates, charges, and re-activates. It can turn off/on some features. Reset Mode can be activated by Voice Command or by pressing and holding the Ultimatrix symbol as an alien for 2 seconds.

File:Deactivated ultimatrix.PNG
The Ultimatrix shuts down, making it of no use. This mode first appeared in The Ultimate Sacrifice.

Radiation Mode is activated when radiation is detected. The Ultimatrix will beep and flash red. Radiation Mode is activated whenever high levels of radiation are detected.
Radiation Mode can be turned off by turning the Ultimatrix symbol to the quarter past position as an alien, or when radiation isn't detected anymore.

When in Self-Destruct Mode, the Ultimatrix counts down until it explodes. Self-Destruct Mode functions as a last resort should the Ultimatrix fall into the wrong hands. Self-Destruct Mode can be activated and deactivated by Voice Command.


  • According to Dwayne McDuffie:
    • The Ultimatrix did have a Master Control.
    • The Ultimatrix did not possess the ability to revive species stored on Primus, due to it not being added by Azmuth at the stage of development it was in and Albedo didn't add it.
  • The Ultimatrix could access the Codon Stream's database to show which transformations have been activated over time.
  • The Ultimatrix functioned as a wireless receiver for the Codon Stream.
  • The Ultimatrix was linked to the voice and DNA of Ben and responds to voice commands as the Omnitrix did.
Command Code What It Does
Decouple Ultimatrix Command Code: 000 - Release Coupling - 0 Removes the Ultimatrix
Ultimatrix Self Destruct in (name a time): Command code: 000 - Destruct 0 Activates Self-Destruct
Abort Self Destruct Code 10 Aborts Self-Destruct
Ultimatrix Reset Code 10 Activates Reset Mode
Ultimatrix Abort Reset Code 10 Aborts Reset Mode
Command Function Override Code 10 Overrides something
Ultimatrix User Access Voice Recognition Mode Makes the Ultimatrix recognize the wearer
Activates Voice Command
File:Evolution activation.PNG
  • The Ultimatrix had the ability to evolve aliens into their Ultimate Form, granting them new powers and new abilities that are more powerful. This was activated by pressing the Ultimatrix symbol as an alien, causing four gray spikes to grow.
  • According to the Cosmic Destruction website and Dwayne, the evolution feature worked by placing the selected species in a simulation, right down to the DNA, for an extended period of time, about a million years or so, in what is described as a "worst case scenario"; the actual DNA is then simply modified to match the new DNA. This survival of the fittest routine explains why the evolutions are more combat-centered than their normal forms.
  • The Ultimatrix served as a communicator when transformed and not transformed, like the other Omnitrixes.
  • The Ultimatrix always went into Capture Mode when there is a sapient species' DNA that isn't in the Codon Stream within its proximity.
  • There were several ways of removing the Ultimatrix:
    • The Ultimatrix had a Voice Command that removes it, just like the Omnitrix.
    • Pressing the black button next to the dial makes the Ultimatrix larger in size, so it can be slipped off.
    • Ben was also able to remove the Ultimatrix from his Plant Clone by grabbing it at the same time the clone attempted to turn into an alien, so instead of the Clone turning into Swampfire, Ben did.
  • The Ultimatrix had A.I (Artificial Intelligence).
  • The Ultimatrix could add extras to alien forms (Goop's anti-gravity disk, NRG's suit, etc.) in order to make the forms more safe/usable.
  • The Ultimatrix could change the clothing that the aliens wear, Ben doesn't quite know how the feature worked. It is shown that returning aliens had unique clothing to them (e.g. Four Arms).
    • According to Dwayne, Albedo individually applied this function to each of the aliens.
    • It is possible the Ultimatrix could adapt the user's clothing to fit the alien, Eugene said it was possible this setting would of be used again, however, it wasn't.
  • According to Eunice, the Ultimatrix did not possess the ability to restore DNA.
  • It seemed that the Ultimatrix can't detect outer dimensional creatures.
  • The Ultimatrix could detect other Matrix cores like Eunice.
  • The Ultimatrix automatically reverted the user back into their normal form when they get sufficiently hurt or knocked out.
  • The Ultimatrix had the ability to transform between alien forms without touching the Ultimatrix symbol, which is evident in episodes like Where the Magic Happens, where Ben was able to change from Jetray to Cannonbolt, without touching the symbol.


The Ultimatrix had a total of at least 1,000,910 aliens via the Codon Stream, 63 unlocked aliens and 47 named aliens (Ultimate Forms Not Included). Ben has transformed into 35 out of 44 listed.

Note: See the Codon Stream's Species DNA for a more detailed number of aliens Ben can possibly turn into.

If the "When and How unlocked" field is blank, then that means that the alien was already synced to the Omnitrix before its destruction.

Unlocked AliensEdit

These are all the known aliens the Ultimatrix had ever had unlocked.

Alien Species When and how it was Unlocked/Obtained
Alien X Celestialsapien
AmpFibian Amperi AmpFibian's DNA was obtained by scanning Ra'ad in Fused
Armodrillo Talpaedan Armodrillo's DNA was obtained by scanning Andreas in Andreas' Fault
Articguana Polar Manzardill Articguana was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Snare-oh Thep Khufan Snare-oh was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Frankenstrike Transylian Frankenstrike was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Blitzwolfer Loboan Blitzwolfer was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Big Chill Necrofriggian
Brainstorm Cerebrocrustacean
Cannonbolt Arburian Pelarota
ChamAlien Merlinisapien ChamAlien was unlocked by scanning Prisoner 775 in Prisoner #775 is Missing
Chromastone Crystalsapien
Clockwork Chronosapien Clockwork was unlocked by Ben 10,000 in Ben 10,000 Returns
Diamondhead Petrosapien
Ditto Splixson Ditto was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Eatle Unknown Eatle was unlocked by Ben 10,000 in Ben 10,000 Returns
Echo Echo Sonorosian
Eye Guy Opticoid Eye Guy was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Fasttrack Citrakayah Fasttrack was unlocked off-screen prior to Basic Training
Four Arms Tetramand Four Arms was re-unlocked by scanning Manny prior to Video Games
Ghostfreak Ectonurite
Goop Polymorph
Grey Matter Galvan Grey Matter was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Heatblast Pyronite
Humungousaur Vaxasaurian
Jetray Aerophibian
Jury Rigg Unknown Jury Rigg was unlocked by Ben 10,000 in Ben 10,000 Returns
Lodestar Biosovortian
Rath Appoplexian
Nanomech Human / Nanochip
NRG Prypiatosian-B NRG's DNA was obtained by scanning P'andor in Too Hot To Handle
Ripjaws Piscciss Volann Ripjaws was re-unlocked by scanning Pyke off-screen in Deep
Shocksquatch Gimlinopithecus Shocksquatch was unlocked through unknown circumstances
Spidermonkey Arachnichimp
Stinkfly Lepidopterran Stinkfly was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Swampfire Methanosian
Terraspin Geochelone Aerio Terraspin's DNA was obtained by scanning Galapagus in Escape From Aggregor
Perk Upchuck Perk Gourmand Perk Upchuck was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Murk Upchuck Murk Gourmand
Upgrade Galvanic Mechamorph Upgrade was re-unlocked by Ben 10,000 in Ben 10,000 Returns
Water Hazard Orishan Water Hazard's DNA was obtained by scanning Bivalvan in Fame
Way Big To'kustar
Wildmutt Vulpimancer
Wildvine Florauna Wildvine was re-unlocked by Ben 10,000 in Ben 10,000 Returns
XLR8 Kineceleran XLR8 was re-unlocked by Ben 10,000 in Ben 10,000 Returns

Other Known AliensEdit

These are the aliens that have been named and confirmed to exist. They were never shown to be unlocked and transformed into in Ultimate Alien.

Alien Species
Buzzshock Megawhatt
Spitter Spheroid

Known Ultimate FormsEdit

Normal Form Ultimate Form
Big Chill Ultimate Big Chill
Cannonbolt Ultimate Cannonbolt
Echo Echo Ultimate Echo Echo
Humungousaur Ultimate Humungousaur
Spidermonkey Ultimate Spidermonkey
Swampfire Ultimate Swampfire
Wildmutt Ultimate Wildmutt
Way Big Ultimate Way Big


  • Vuescope Ultimatrix
  • Revolution Ultimatrix
  • Ultimate Ultimatrix
  • Disk Alien Ultimatrix
  • Battle Ultimatrix


  • According to Matt Wayne:
    • The aliens were not according to the user's age, they are the "prime specimen of the respective species".
    • Ben scanned aliens off-screen and reordered his list afterwards.
    • Ben had much more aliens than we thought he did.
    • Ben manipulated the Ultimatrix to switch forms or go Ultimate.
    • Ben had scanned aliens that are not in the Ultimatrix database.
      • However, he didn't scan them at every chance he got.
  • According to Dwayne McDuffie:
    • The Ultimatrix was showing signs of it not being completed properly.
    • The Ultimatrix was less powerful than the prototype Omnitrix likely due to the fact that it did not have the ability to repair genetic damage.
    • The Ultimatrix was Level 20 technology.
    • The Ultimatrix was more complicated to use fully than the Omnitrix.
    • Albedo installed more features in the Ultimatrix than we know.
  • According to Derrick J. Wyatt:
    • There were technical glitches in the prototype Omnitrix and Ultimatrix that limited the positioning of the Omnitrix during transformations.
      • This actually caused interference with the transformations such as power glitches.
        • Azmuth reformatted and corrected these errors in the Omnitrix.[2]
    • Azmuth destroyed the Ultimatrix off-screen after The Ultimate Enemy: Part 2.
  • Azmuth did not want to have the Ultimates in the Ultimatrix because they would be used for violence. He even commented on the evolutionary feature, stating it was "begging for trouble". Dwayne said that Azmuth's dislike for the evolutionary function is related to Ben's pink eyes when he transformed from an ultimate form in Fame.
  • Azmuth could keep an eye on Ben and his activities via the Ultimatrix.
  • The Ultimatrix was misspelled "Ultamatrix" on the Cartoon Network site.
  • In Cartoon Network's "Top 10 Things To Wear On Your Wrist" the Ultimatrix is #5.


See AlsoEdit

Template:Omnitrixes timeline

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