Episode Title:
The Ultimate Enemy Part 2.
Episode Description:
Ben transforms into Ultimate Way Big and attacks Dagon, but is defeated and nearly killed by Dagon's nigh-omnipotent power. Subsequently, Dagon electrocutes and disintegrates George with lightning, declaring himself victorious over his greatest foe. Vilgax suddenly appears and taunts Dagon into firing a laser at him, which Psyphon absorbs into the machine that Vilgax used to steal the powers of other heroes in Ben 10: Alien Force. Because Dagon's "substance is power," his entire body is absorbed into the machine, which Vilgax orders Psyphon to fire at him in order to grant him Dagon's power. Psyphon does so in spite of Ben's objections, and Vilgax gains the full power of Dagon, attacking and seemingly destroying Ben, Gwen, and Kevin. However, Gwen is revealed to have teleported them all at the last second to the decommissioned Plumber headquarters at Mount Rushmore. Moments later, Vilgax returns and attacks them, knocking out Kevin and Gwen. Ben takes Ascalon and wields its power, attacking Vilgax and absorbing Dagon's power from him. Ben is tempted by the virtually limitless power he now possesses, and on Vilgax's suggestion, contemplates wiping out all evil in the galaxy. However, Gwen, Kevin, and a recently arrived Julie dissuade him, and Ben gives up the power. Julie kisses Ben, and Azmuth arrives to reclaim Ascalon. Azmuth then destroys the Ultimatrix and gives Ben a new Omnitrix, asking him to keep doing the right thing.
