Ben tries again: . Malware catches him mid-flight, absorbs his neuroshock blasts, and fires them back. Cannonbolt —Malware flattens him into a disc. Big Chill —Malware freezes him solid using his own intangibility against him.
Gwen tries to reason with him. “Azmuth created you! You’re his son!”
As they fall, Malware’s voice booms: “Then I will simply destroy everything around you first.”
He slams the dial. emerges—larger, armored, spiked. He roars and slams Malware through three walls. For a moment, it works. Ultimate Humungousaur rips Malware’s arm off. Ben 10 Ultimate Alien Episode 1 35
Ben refuses to hand over the Ultimatrix. He slams the dial. “It’s hero time!” He transforms into —but Malware simply stretches a single arm, wraps it around the giant alien, and begins draining the transformation. Ben screams as green energy is siphoned away. Humungousaur shrinks, withers, and reverts to Ben in seconds.
He slams the dial one last time. But instead of an alien, the Ultimatrix projects a countdown:
Kevin hardens his skin into metal and charges, but Malware phases through him like a ghost. Gwen throws a mana shield, but Malware’s touch corrupts it, turning her pink energy into black, sparking code. He’s not just strong—he’s an antithesis to all their tech. Ben tries again:
A hologram flickers on. Azmuth is chained in a sub-lab, but he’s smiling. “You wanted the Ultimatrix? Look closer. It was never the weapon. He was.”
Each transformation fails. The Ultimatrix begins to crack.
“I have no choice,” Ben whispers.
The episode ends with Ben, Gwen, and Kevin crashing into the Galvan Prime core—a massive, pulsating sphere of pure energy. Malware has begun absorbing it. The planet begins to crack apart.
The episode opens on a quiet, rainy night in Bellwood. Ben Tennyson, now 16, is enjoying a rare night off from being a hero. He’s in his room, flipping through an old photo album. A picture falls out: him, Gwen, and Kevin, all smiling after defeating the Highbreed. But his eyes linger on a different face—a small, frog-like alien with a kind expression. Azmuth.
“Pathetic,” Malware says. “The Ultimatrix cannot hurt me. It is my sibling. My meal.” Big Chill —Malware freezes him solid using his
Suddenly, the Omnitrix (now the Ultimatrix) flashes red. A warning siren blares. Ben slaps it, expecting a malfunction, but instead, a holographic screen projects a single word: .
