Ben 10’s Aliens ARE Alive Inside the Watch

One of my favorite episodes!
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KELLEN ALIEN STREAM: • Kellen Goff's Best Ben...
Intro/ Outro Music: Noxi (NoxiMation)
Twitter - / noximation
KZbin - / noximation​​
TIMECODES:
0:00 - Introduction
3:39 - Episode Breakdown
35:57 - The Ratings
39:42 - Final Thoughts
_______HOW MY BREAKDOWNS WORK:
Classic Breakdowns - bit.ly/3Eo9OfQ
Movie Breakdowns - bit.ly/3Eo9Zb0
Alien Force Breakdowns - shorturl.at/gmBER
Ultimate Alien Breakdowns - bit.ly/3aaSe4o
THE REVIEW
I watch each episode with my own commentary, often pausing the scenes to get my words out without having to talk over the episode, and also to point out and analyze the show's art and animation. I have seen each episode already growing up, so these reviews are to compare and contrast the five categories listed below.
PLOT (Scaled from 1 to 5 Points)
The foundation of the episode. Uniqueness and overused tropes are taken into account, but it is also judged on how well it tells the story of the episode. An episode can score a 5 even with a basic/ cliche plotline as long as it has good pacing, worthy use of its tropes, and feels well-polished. An episode can lose points due to plotholes, uneven storytelling, and relying too heavily on cliches to do the work for it.
CHARACTERIZATION (Scaled from 1 to 5 Points)
How well the characters are written. Do they feel like themselves compared to the grand narrative of the franchise? Are the supporting or one-off characters interesting, or pure plot devices? Did the humor land? Did the actions and character motivations make sense?
VISUALS (Scaled from 1 to 5 Points)
Basically, everything that happens on-screen. Character Design. Animation. Backgrounds. Creative mechanics and solutions. If there is CGI or digital effects added, how well do they blend into the show, and were they used as an enhancement, or a crutch?
IMPORTANCE (Scaled from 1 to 5 Points)
This includes, but is not strictly based on, how important the episodes are to the current story arc (if there is one) or the general narrative of the Ben 10 Franchise. Points can also be awarded for how impactful the episode was, or how favored/ important it is to the general Ben 10 fanbase. I ask myself, "If I skipped this, would I be missing out on the 'Ben 10 Experience?' "
ENTERTAINMENT (Scaled from 1 to 5)
Pretty much the most important part of developing a tv show. You can be perfect in all four of the previous categories, but the episode can still be boring. On the flip side, the episode can be absolute garbage, but still an enjoyable watch. How likely would you be to put this episode on if you were in the mood to watch Ben 10?

[@TheInkTank]

KELLEN ALIEN STREAM: kzbin.info/www/bejne/iKuvoaeAbLujbtk Also, forgot to update the Vehicle Repair Counter when the RB3 gets wrecked on Galvan Prime. I'll mention that in the next Full Breakdown!

[@foafy7]

At least we know that Khyber got to Saul 💀

[@James10Ultra]

kzbin.info/www/bejne/nIOaeWmpgreLaas the ultimate showdown

[@user-eq2xd6yj6g]

13:49 ...this can be equivalent to PUTIN WIDE WALK 😂😂😂

[@ThickMan863]

At 14:36 if you think of it as a motherboard, they would be breaking through from a separate layer of the board, cause motherboards have several layers to accommodate multiple traces.

[@ppmvng6563]

What if you could continue the Ultimate's story and say they do hangout with Eunice in Primus maybe helping Azmuth with a Couple of Stuff but don't kill any of the Ultimates

[@jennisgurung2760]

I know Ultimate Alien gets a lot of hate nowadays however Ben’s willing to sacrifice himself for the Ultimate aliens is definitely one of the best moments in the entire franchise.. showing his willingness to let other beings (including aliens) he’s never known to before to be free. Now that’s the TRUE meaning of being a hero..

[@marcelosimao2533]

One of my favorites moments of ben

[@theamazingspooderman2697]

I love that Ben is always the sacrificial one

[@rishuprasadrishu8117]

I like alien force and ultimate alien my favourite

[@Savagewolver]

Ultimate Alien only failed because Ben bought into his own hype when his secret got out. He got better about it by the end of the season, but it got sooooo bad in omniverse. I’m one of the few that actually likes Julie.

[@kermitgotthesickkicks4265]

Yeah it's great.

[@thegoblin4948]

The fact that that generic robot at the beginning of the episode really did seem to be a living being (it's shown clearly feeling pain, surrendering, etc) does kinda tie in to the whole theme of the episode, of the transformations being alive.

[@theshellderinslowbrostail5422]

Yeah, never noticed it like that

[@neptuneplaneptune3367]

It probably would have helped if it wasnt UAFs typical Red and gray generic robot design. Maybe a more unique design with a face more capable of showing expression, and not that Vocie Filter that makes me barley even understand him, would have helped a lot here

[@timedragon5492]

I think the Ultimates gain sentience due to the nature of their creation. The DNA is put through a simulated "Worst Case scenario" so the DNA develops experiences and memories in response to the simulation. This would explain Ult. Humungosaur's "My mother tried to eat me before I even hatched" line.

[@vivianike609]

I like this

[@nicksuazo4377]

Makes sense. I imagine it's the same thing when Ben collects a new alien DNA sample through the Omnitrix. He's essentially cloning an alien and then transforming into them. And the ultimate aliens are the said clones who were experimented upon - like a living being turned into a living weapon.

[@yamato9753]

That's horrifying. That means every alien Was like in a war-zone for their entire life and then suddenly enslaved to be used as a puppet. I would've loved to see Saul and the other ultimates interacting with the enviroments of their home Planets. Like the ultimates beating the ever living crap out of their "predators" while having trauma flashbacks.

[@twistedyogert]

I guess they are like Droids from Star Wars. A droid straight out of the factory is preprogrammed with all the code needed for them to operate effectively but over time they will eventually develop a personality based on both their memories and the original parameters they were programed with. So the ultimates essentially start out as mere computer programs but over millions of simulated years they eventually develop a personality.

[@ZealStarMedia]

This explanation makes the most sense to me. The personalities they have are a result of their simulated lives. Saul is referencing the “worst case scenario” the Ultimatrix put him through. That does kinda mean all the Ultimates have pretty messed up lives, and likely blamed Ben initially.

[@snowboundwhale6860]

"What's the plan?" "There is no plan" Love moments like these. It was such an obvious opportunity for them to plot some other way out of the situation but Ben's just not about that here. He knows what he needs to do to do what he believes is right, and that means going through with the self-sacrifice even if he isn't particularly happy about it. It pairs nicely with Gwen and Kevin's moment earlier where they both have different ideas for how to help Ben and decide they'll try both of them separately; Ben and Gwen aren't exactly on the same page here but Ben makes his choice, and while it wasn't what she expected, Gwen still respects it.

[@yxrackman2397]

I like how the therapist is just chill about interviewing metallic/ biological green dinosaur with machine exploding bullets and a spiked tail

[@jacenskywalker507]

​@redloiyu654jay Ben's mother. Gwen's mother's name is Natalie, while Ben's mother's name is Sandra.

[@jvbon646]

Actually the exploding bullets aren't machines, it's his bones

[@yxrackman2397]

@@jvbon646 that's even more crazy

[@LucyWest370]

I feel like earth is kinda used to aliens now lol

[@nullpoint3346]

@@jvbon646 I feel the need to paste a quote here. Cave Johnson: "We haven't entirely nailed down what element it is yet, but I'll tell you this: _it's a lively one,_ and it does *NOT* like the human skeleton."

[@Aimez-da-Llama]

I wonder if the reason why the ultimate aliens gained sentence due to a "glitch" was because of the simulated million years of combat. Ultimate Humungosaur mentions that his mother tried to eat him as an egg, which shouldn't be a thing in a battle simulation, so I wonder if the glitch was giving the transformations whole lives to live instead of just the battles, hence why they gained sentience and a desire to live independently from Ben and the Ultimatrix

[@raatz1]

Good idea

[@TheSteeltec]

I was thinking very similar yeah.

[@kindlingking]

I always assumed that was the case. Ultimatrix generates billions upon billions of simulation, picks up the best and deletes the rest, before doing the whole process again untill it creates an organism specifically breed for combat, takes it's dna, then deletes it's too. But due to a glitch, it failed to delete that data at least one and accidentally created a sentient artificial being with memories of all those simulations. Which if course almost drew it insane. It's such a cool concept that I wish was explored a bit more.

[@LeRodz]

But the Ultimatrix doesn't just simulate combat, it simulates the worst possible scenario for each species. It goes beyond just constant war, and in U-Humungosaur's case includes some form of cannibalism. That's why it's possible for this sentient version of the transformation to have experienced this.

[@au7923]

That makes me wonder, what are the species exactly fighting in the omnitrix? They're own kind? Or the nemetrix aliens.

[@kickbuttowskii]

35:11 azmuth takes them to hangout at primus and just kinda pushes them into the stream like a serial killer😂😂

[@C.Johnson9714]

This is one the best episodes of Ultimate Alien. Kevin's speech is very wholesome and Ben's willingness to sacrifice himself to set The Ultimate's free was such a powerful moment. 35:07-35:25 But I too would've liked to see the Ultimate's return and have them either living on their species home planets or on Primus with Eunice.

[@ianr.navahuber2195]

Imagine at least one of the Ultimates getting to live in Primus alongside Eunice or one staying at Earth

[@C.Johnson9714]

@@ianr.navahuber2195 Indeed, in fact personally I could see Ultimate Cannonbolt living on Primus or staying on earth because his species home planet was destroyed.

[@_Tzer]

​ @kermit4036 Sort of iirc theres a variant on wildmutt's home planet.

[@hattoripool1533]

This is probably the worst situation of Ben getting possessed by his aliens because at least with Ghost Freak and Big Chill he was somewhat safe in his human form

[@blackops7809]

That episode with Big Chill was funny as heck, Ben was literally pregnant as as Big Chill

[@thisischris999]

This is my favorite episode of Ultimate Alien by far. It gives a great story, shows what Ben is willing to do to save individuals, and it actually feels like it deserves being called Ultimate Alien

[@rafaelconstantino9736]

I agree ,this one is a banger

[@windzdoesstuff]

Àgreed

[@Ben10nnysn-qk1ez]

So true

[@researcherchameleon4602]

Something I just realized, when Ben is human again, and is fighting for control with Ultimate Humungusaur, his eyes being solid green makes it seem less like he’s back to normal, but rather like this is just another transformation

[@Je-S1001]

100% Agee

[@Stargazer_Ley]

The "You are evolving" line from Asmuth could be read as Asmuth saying Kevin is growing as a person. If someone like Kevin can become a hero and selfless person willing to sacrifice himself for his friend, then Asmuth has a chance to not be such a jerk. That scene marks Kevin's growth and has it recognized by others. I've always found Kevin to be a more compelling character than Ben because Ben is the hero, we expect him to do the right thing but Kevin is grayer.

[@romdan7136]

Yeah, but I think like Kuro, I'm questioning why he uses that phrasing. Like, that makes it sound like, in my head at least, Azmuth was going to have ended up MAKING Kevin or some kind of crap like that.

[@DamianQualshy]

I always assumed that Ultimate Humongousaur's story was the life that he actually lived thanks to Ultimatrix's evolutionary function.

[@ethanfinity]

"You Kevin Levin are evolving, perhaps there's the tiniest speck in this universe after all" another Great quote from Azmuth

[@ethanfinity]

Also can we appreciate the return of Ghostfreak in this episode

[@ethanfinity]

@redloiyu654jay well, it was out of no where, and not to mention that Ben chose him without hesitating

[@superior2096]

Definitely one of my favorite azmuth moments.

[@NightShroudYT]

While I’m fully aware that the Ultimates want to be free and live their lives in peace, it would have been cool to see them return. With them not really being actual fighters/combatants, it still would have been cool to see them return and help Ben and the team in some sort of fight/battle. Like Ben and the team are in a sticky situation, but at the last moment Azmuth arrives with the Ultimates to help Ben win whatever battle or situation is going on at the time. The Ultimates helping could be their way of both saying thank you for what Ben did for them, as well as repay the favor/debt. In the end, I think this was a well put together episode with tones of A+ writing an decision making. Everyone in this episode were 10/10’s.

[@Nixo77]

Exactly this was by far my most favorite episode in the entire ben 10 series At first when ben as ultimate humungousaur had red eyes I thought it was Albedo lmfao

[@BrendenTait8858]

Well apparently, Ultimately Humungousaur got killed by Kyber

[@noctisastrum7495]

​@Brenden Tait, And if kyber managed that, he probably got all the other ultimates as well, which is really sad

[@BrendenTait8858]

@Noctis Astrum Eh, Hsaur is significantly easier to find and we didn't see any trophies of the others so we're left to assume the rest are alive

[@au7923]

​@@BrendenTait8858 To be fair, Derrick himself says no, but his statements are debated upon.

[@TheXtremeBoltGuy]

This whole episode just made me realize, if Albedo still had the Ultimatrix he'd be so screwed XD

[@skylerfisher4347]

I liked the touch that Ben couldn't possess the ultimates after going ghostfreak. While in a plot standpoint it just makes sense to not allow that to ensure there's no easy way out, It also fits with a prior plot point set back in the original Ben 10. Zeke couldn't possess ben when he was transformed, and had to wait for him to become human. These ultimates, while not technically ben, still fall under the category of transformation and receive the same anti-possession protection. Likely some kind of failsafe protection both the omnitrix and the ultimatrix share to ensure the user is safe from being controlled by beings like Zeke.

[@kieriwelch5056]

My personal theory on why ultimate wildmutt didn’t appear was the fact he wasn’t used that often I always thought that the glitch only worked for the six ultimates he used the most because of prolonged use but it’s probably just the creators forgetting the transformation because the fans didn’t like it

[@mertensiam3384]

I don't think fan input had anything to do with it, i always thought the creators themselves didn't like it after all or because it didn't fit the budget

[@IansChonkyCat]

It would explain why Ultimate Swampfire and Ultimate Humungasaur talk, but the other get little to no voice lines (Ultimate Cannonbolt for instance). Because Ben has used Ult.Swamp and Ult.Humung way more than the others, so their sentience would be more… developed I guess would be the right word for it? Point being the more Ben transformed into the ultimate the more that ultimate became sentient, so ultimate Wildmutt only being transformed into once didn’t trigger the glitch, while the others did. It also explains the lack of Ultimate Waybig, which we do know exists.

[@jvbon646]

It's probably what Kuro said, they likely made this episode before or around the time they were working on "Prisoner 775 is Missing", so either Ult Wildmutt wasn't something they made yet or it was in development but not finished before they made this episode so they just left it out. Fans definitely didn't had anything to do with it, cuz Ult Wildmutt shows up again in the UA finale

[@jvbon646]

@@IansChonkyCat Ult Waybig doesn't show up until the end of UA, so the Ultimatrix had not created him yet

[@yarlem8660]

Thank u for giving me a way for this to not bother me anymore

[@BeastForce141]

Kevin speech when he was fighting a Upgrade species And Ben speech for he jumped into the pit really sent me to tears. This episode shows that Ben shows responsibility for his actions.

[@ethanfinity]

I agree

[@marcelosimao2533]

Yes bro

[@jacenskywalker507]

A wise man once said, *"With Great Power there must also come Great Responsibility."* Rest in Peace, Stan Lee. We miss you.

[@misterOrca4]

​@@jacenskywalker507 I thought it was "With Great Power comes Great Big Bitty Bitches" Kermit the Frog.

[@jacenskywalker507]

@@misterOrca4 *"I was gonna say 'bitches', but if you wanna stay a virgin..."*

[@HerohammerStudios]

The fact that a creative is giving any credence to the concept of "oh, it's a show. Get over it" is really depressing

[@laserlock777]

One thing I wanted to mention, at 11:30 when ultimate humongousaur has that memory, it could be because the ultimatrix runs the DNA through a simulation of the most dangerous environment possible, so his mother trying to eat him could be a memory from a part of that simulation

[@darkpheonix77]

exactly my thought. its the process used to make the forms. they are not actual aliens that dna was sampled from so the in video explication doesn't make sense. but simulation fits perfectly

[@researcherchameleon4602]

Something I just realized, when Ben is human again, and is fighting for control with Ultimate Humungusaur, his eyes being solid green makes it seem less like he’s back to normal, but rather like this is just another transformation

[@The_Mem]

I mean that fitsin since he timed out to ultimate humangasur

[@researcherchameleon4602]

@@The_Mem I typed this before that part of the video

[@Genra]

11:19 *"My mother tried to eat me before I even hatched!"* My explaination for this was always that this was part of the "1,000,000 year worst case scenario" simulation, and that when the glitch created consciousness, it also gave them false memories born from that simulation, which made them also believe they were real beings separate from Ben. After all, surviving your mother trying to eat you as a baby would make you pretty tough lol

[@Blaze-hopper]

Yes after this evolution does come in 1,000,000 a mother kill there children who says the children wouldn't turn on there mother that's why he thinks his mother tried to kill him he thinks he lives in the far future but was captured but in actuality he's just a ai with the capability to feel and think if your a red vs blue fan you call him a smart ai all the memories are false but the ultimate believe in those memories so yeah guess they are alive

[@jay15951]

I woukdnt even go sof ar as to call them false at that point. It's entirely plausible the ultimatrix worst case scenario is acurate enough ti reality that it straight up simulates atom by atom thus granting proper sentience to its creations

[@ianr.navahuber2195]

@@jay15951 i mean, it wouldn't be the weirdest thing the omnitrix or ultimatrix ever did nothing will ever top "ben using upgrade to control a videogame, but somehow, a random lightning causing ben-as-upgrade (and whoever was holding him at the time), to be transported to the videogame, the aliens become power ups, and seemingly giving sentience to the characters in the game" the idea that the aliens inside the watch (at least the ultimates), developing sentience and at least memories of a life is nothing in comparison

[@Genra]

@@jay15951 I call them false because Ben doesn't seem to have any of these memories, meaning they likely only exist in the simulation and then are "purged" so to speak. However, due to the glitch, the purged data was dumped into the dormant sentient Ultimates.

[@ashuraomega7113]

My only question about this is he said before he hatched so how would he know about that?

[@MilczekHD]

I just noticed Ultimate Spidermonkey covers his ears when standing behind Ultimate Echo Echo's sound attack. Could be a reach but I think it's a neat little reference to how Spidermonkey's species has really good hearing.

[@The_Man_Who_Think]

10:26 The cat was like "oh hell nah let me do the breakdown thing with you"

[@ATVPokemonMaster_02]

The whole Kevin Speech while he's fighting the Galvanic Mechamorph is just too sweet. It's so lovely ❤️✨👍🏻. Shows how much Ben is like a little brother to him too

[@hattoripool1533]

I wish these Ultimates returned in Omniverse because I would love to see what type of lives would they live? They are one of a kind versions of their own species. I wonder how would their species react and treat them?

[@ksoundkaiju9256]

In Khyber’s lair There’s an ultimate Vaxasaurian helmet….

[@SeraphOC]

​@@ksoundkaiju9256 I was about to point this out. Khyber definitely killed the Ultimate Vaxasaurian.

[@ksoundkaiju9256]

@@SeraphOC which is a really dark Easter egg

[@shadowninjagamingyt9680]

​@@ksoundkaiju9256 not really since omniverse changed ultimate humangasour design so he no longer has that helmet

[@LucyWest370]

@@shadowninjagamingyt9680 depends on how you treat the redesigns. Did Four Arms always have a moustache, or does he just get that when hes older? What color is the classic omnitrix symbol?

[@MelvinStFleur]

25:23 Im sorry but how fast Ultimate EchoEcho gets smacked into that building is too funny to me

[@Animogx]

This episode is easily in my top three episodes in the UAF era. I wish they followed through on the Ultimate sentience plotline and did a follow-up for these Ultimates. How crazy would it have been to see them come back to square off with Albedo? Or see them on their home worlds and have that bittersweet realization that this is realistically their first time home but by the design of the Ultimatrix they would have only known their home from a worst case scenario simulation that required their more combat adapted forms? Just a moment of Saul stepping on planet, freezing at seeing it in its prime, and just falling to his knees in tears

[@chukspriitive7528]

My theory for this episode is that the ultimatrix in order to create ultimates creates a simulation in itself and samples the transformations inside as real beings and then runs them through various scenerios for millions of years forcing them to adapt and evolve their ultimate abilities but in the process giving them sentience. That explains why ben is in a city environment is just one of the scenerios that the device creates.

[@aceofspades8474]

I didn’t see this comment before I made a similar one, but yea, I agree. It’s already confirmed that the ultimates are made from running the dna through a “worst case scenario” so I assume these sentient ultimate aliens lived through the simulations and that’s where their memories are from.

[@andydurand8559]

This is one my favorite episodes in the series the humor lands well and the characters are written super good. Ben willing to sacrifice his life for the Ultimates when he just met them & they tried to kill him shows how heroic & noble a person he is. Also love Kevin’s speech to Azmuth about how much he values Ben as a friend. I almost teared up towards the end I knew Ben wasn’t gonna die but the emotion still hit

[@yudhazacharias9377]

How do you explain Ben having the Ultimatrix inside the Ultimatrix? That's weird and trippy. In Destroy All Aliens, Ben went inside the Omnitrix, and he doesn't have it in there

[@andydurand8559]

@@yudhazacharias9377 Well I’m not completely sure but Ben went inside the Omnitrix because of Gwen’s spell this time around it was the Ultimatrix it self that caused it.

[@rolingk267]

I swear, Ben 10 had so much potential to turn these genuinely good one time episodes into spin-off shows, like the Max Force of these ultimate aliens, maybe with Eunice like you mentioned. I'd even take an Albedo show with Hugh, Swamps, and Fridge lol. All these could expand world building.

[@rolingk267]

By the way, nice breakdown as usual lol.

[@chaserred4155]

27:38 Waybig got the Forgis on the Jeep-

[@kermitgotthesickkicks4265]

I'm Ded bro😂😂😂

[@Alphaanims]

My favourite episode of UA It’s just so interesting to see how each Ultimate transformation have their individual personalities.. and a whole hierarchy

[@acmeanvil3022]

I always found the idea of each of Ben's alien transformations being alive with their own individual personalities and quirks an interesting concept. I like to imagine Echo Echo and his individual clones being like Huey, Dewey and Louie, finishing each other's other sentences and all, while Humungosaur is seen by all the other transformations as a spot light hog and chastised for being Ben's "pet favourite".

[@theamazingspooderman2697]

and Rath would get into arguments with every transformation

[@mohdzainlone]

Nah

[@tanner201x8]

@@mohdzainlone Yah

[@kermitgotthesickkicks4265]

yeah that's hilarious. And Rath's just Rath.

[@ahmed4363]

ghost freak as the quiet kid

[@overknightacention39]

This whole episode makes sense of you think about it. In Destroy All Aliens, the protype omnitrix has been shown to download individuals and even had a simulation of Dimond Head's home world. It even effect Asmuth's mind when DNA started to leak from the Omnitrix and turn him into Waybig. In fact, the entire method for going Ultimate is by placing the base forms in a simulated version of their own home world and turning it into an active warzone for a million years. This is why when Eon uses his time rays on Ultimate Swampfire, Ben losses regular Swampfire as well. Let's also not forget about Alien X.

[@patientnr.0409]

Ben is probably not directly inside the Ultimatrix' Ominitrix parts but it's added battle-evolution simulator, where the ultimates are "born", that's why it looks so different.

[@theplaguegamer6216]

My headcanon as to why Ultimate Wildmutt didn't appear is that an Ultimate has to be used a certain amount of times and exist long enough to form a consciousness. Ultimate Wildmutt was used once all the others had at least 4 appearances

[@zcgamerandreacts2762]

That makes sense.

[@youtubestudiosucks978]

Or maybe he's a pacifist, the smarter somebody becomes the less willing they are to fight. Albert einstein wasnt much of a fighter and you know that steven hawkings fighting skills are below average. The smarter you become the more you want to preserve your own existance and hire dumb muscle to protect yourself.

[@theplaguegamer6216]

@@youtubestudiosucks978 that makes sense, but these Ultimates were made specifically for combat fighting is all they know.

[@youtubestudiosucks978]

@@theplaguegamer6216 just because you're made for something doesnt mean that you want to do that same something. Many kids go on kick-boxing because their parents force them to while all they want to do is have a peacefull life, play some soccer from time to time and videogames instead of trying to kick the ass of their fellow comrade in arms who doesnt even want to be there

[@FranciscoRamirez-nb4uu]

​@@youtubestudiosucks978 in Phill's episode in teh original show they said vulpimancers weren't friendly even with their own race so I don't know what will make the design for war U. Wildmut not aggresive

[@sunsetvibe1063]

12:41 your honour my clients are being housed inside a alien watch against their own free will, as am I

[@brainstorm006]

16:18 nice call there 😂

[@kaylaa2204]

Big Chill and Rath are very different situations from Ghostfreak. Theres can be explained by things that are part of genetics. Like hormones and strong instincts. Ghostfreak entirely took control. Ben is very much in control of Rath, and with Big Chill it's presented as though he was simply unaware of what he was doing. Like sleepwalking. Plus if Big Chill was the same as Ghostfreak, I feel like he wouldn't have just stopped after the birth, its next goal would have been to get out of the omnitrix, if it was sentient And in this episode, this was presented as either a bug or a poor design choice with the ultimatrix. Being designed for peace by Azmuth I cannot imagine the original would've worked taht way. Albedo however heavily disagreed with that design philosophy. Also the glitch has been interpreted as an issue with how the Ultimatrix runs simulations to make them in the first place. Thats how I personally view this episode anyway.

[@kyranthewalker9095]

Since the Ultimatrix creates the Ultimates by placing the DNA in a simulation for thousands of years it's possible that the memories Ult-Humungo has are from a specific specimen in that simulation.

[@aceofspades8474]

Which is pretty dark because the simulated worlds for the ultimates are described as “the worst case scenario” so ultimate humungousaur lived in a brutal and dangerous world where everything, even his own mom, was trying to kill him. Imagine how he must have felt when he learned that the entire reason his world was like that and the reason he suffered the way he did was so he could be born stronger and then used as a weapon for some other creature to use in battle. I can’t imagine the kind of existential crisis that would cause.

[@mertensiam3384]

@@aceofspades8474 knowing i caused that would mess me up so badly, i don't think I'd even want to use any ultimates or any of the aliens i made the Ultimatrix create evolved forms for

[@aceofspades8474]

@@mertensiam3384Yea it’s pretty brutal. Not really Ben’s fault since he had no idea but that’s gotta be a hard thing to just move on from and live with. That’s the kinda guilt that’d keep you up at night, the crushing regret of having done something so wrong when you never meant to. It’s crazy that this happens and is just never brought up again, the ultimates and the effects this whole thing had on Ben definitely should have played a role in at least a few episodes after this. I also wonder how the ultimates would feel about Albedo who completed the ultimatrix and was the first person to transform into ultimate humungousaur.

[@t.i.5528]

The scene where Ben kisses Gwen, apologizes to the Ultimate Aliens even though he didn't know they were suffering and willingly sacrifices himself to save them, will never not make me tear up. Same with Kevin's speech. Also, I love how Gwen is willing to kill to save Ben's life. Shows how much she really cares about him.

[@WildWeavile]

My theory about wildmutt was that since it part of the og 10, and since Ben has still used and respected his aliens even as a kid, wildmutt chose not to rebel.

[@user-zv9es6so8u]

So…kind of like a dog and his old owner?

[@Tx_98]

Cool theory I like it but they probably just forgot about him lol

[@skibot9974]

Well Ben used Cannobolt way more and only had him for a month less than wildmutt

[@temidayobello1311]

i mean ben only used ultimate wildmutt once at this time so it's quite likely he didn't rebel as he wasn't a frequently used ultimate all the others in this episode were used a lot more than him

[@The_guy25]

16:48 I remember a kids book called science friction, where he’s fighting a bunch of small aliens, turns into ultimate echo echo, where apparently he can also duplicate, he has an open mouth

[@dphantom1314]

For the Ultimates memories I think the Ultimatrix fabricated them with the consciousness. Since it makes ultimates by putting the transformation in a non stop war setting for 1000 years. I imagine that on the last simulation, it follows the life of the most recent iteration of the transformation. Then when they reach their physical prime, the sample is captured and forced to be what Ben transforms into. So this ultimate humongusaur probably started life like that, with his mother trying to eat him due to lack of food. Then when he reached his prime, he was forced to just be a transformation controlled by Albedo and later Ben.

[@madladdie7069]

Minor corrections but it's a million years and the transformations are all the same age as Ben. The only exception I can think off are the scanned aliens.

[@mertensiam3384]

@@madladdie7069 the scanned aliens are also supposed to be Ben's age, but you know UAF

[@Xeno-The-Wanderer]

@@madladdie7069 that's likely due to being the Ultimatrix

[@madladdie7069]

@@mertensiam3384 they're _supposed_ to be Ben age but they're straight up just clones of the donor.

[@mertensiam3384]

@@madladdie7069 that's because this is UAF, and we can't have aliens looking different, appereanly But they're also supposed to be the peak of their species, so Ben looking JUST like them implies they're already the best of the best??? I guess I could believe that if it happened once, but it happens everytime he scans an alien in UAF to show that they just didn't care enough/didn't have enough budget to make it lore accurate Because when we see Ben scan Liam in Omniverse, he turns into a much, MUCH different looking alien, which implies Liam is probably below average of what the Omnitrix considers the peak of his species

[@boredguy6970]

Despite this being one of Way Big’s most memorable appearances, I’m kinda bummed out about how small they made him. He’s significantly smaller in this episode than in every single preceding appearances. I want him to be so massive that he could threaten to crush the Ultimates with a single footstep (like in Soto, Simple or even War of the worlds) not merely 4 or 5 times the height of Ult Humongosaur. Heck, isn’t that how big Max Size Humongosaur is ? Way Big should be far larger. Episode is still GOAT-ed and looks cool AF though.

[@mertensiam3384]

I think it's because he's inside the watch so it gets shrunk down? But honestly it's probably just to still make the Ultimates look like a threat

[@ultimus6412]

It's funny how Way Big shows up again right in the following episode and he's the height of Golden Gate Bridge.

[@temidayobello1311]

@@mertensiam3384 the writers do make waybig's size rather inconsistent in cosmic destruction the video game he was smaller than the nearby bridges in the cgi cutscenes but whilst the player is controlling him in the in game level he's much bigger than the bridge as well as albedo who was evil waybig in the episode simple i noticed that waybig looked even bigger than he should be

[@marxist-leninist-protagonist]

35:18 One thing I've thought about that is that there's a high chance they'd suffer extremely strong prejudice on their home planets, right? I mean, we do it to our own species for WAY less. Imagine if an actual future version of our species appeared? It'd probably be like mutants from Marvel. That, or they'd treat them like superheroes or something. There's so much potential here. I feel like writing and drawing that.

[@kermit4036]

Isn't Cannonbolt's species extinct? That honestly seems like a worse fate than being stuck in the Ultimatrix, your whole species just doesn't exist, and even if they did you would still be the odd one out

[@_Tzer]

​@@kermit4036 Sort of iirc theres a variant on wildmutt's home planet.

[@zavinci2372]

@@_Tzerwait huh

[@_Tzer]

@@zavinci2372 Yeah theres a subspecies or something of Arburiun Pellaroda on wildmutt's planet called "Vulpinic Tortugan's"

[@zavinci2372]

@@_Tzer brooo I never knew that, I love Ben 10 lore, it’s so vast.

[@obi-wankommo-obi6880]

Ben goes Ultimate Humungousaur: "I better call Saul!"

[@slenderbear2234]

Ghostfreak not being able to possess the ultimates is a great call back to classic where he couldn’t possess Ben when in alien form

[@Aaroncorn_chaoticmind.]

This was a legit horrifying episode to watch when you were a kid, like some of us could imagine having an omnitrix or whatever ben had at thr time. But for this glitch to happen and then suddenly trap personas of aliens that, from what we saw of ultimate humongousaur and his mom trying to eat him, it felt like you would be a jailer and trapper of innocent people and took over their bodies like puppets. Edit: started a war in the comments, stay away please!

[@bashengatheblackmanta7003]

No it wasn't

[@KraylebStudios]

​@@bashengatheblackmanta7003 It actually kind of was

[@bashengatheblackmanta7003]

@@KraylebStudios nope

[@KraylebStudios]

@@bashengatheblackmanta7003 Care to elaborate? Or do you just disagree that it was genuinely cool, and don't have a reason

[@curtisleblanc5897]

It was one of those episodes that didn't make us want an omnitrix. Like all the Zy'Skayr episodes from OS

[@GamerKent427]

12:46 Better Call.....😏

[@geezerweezer5460]

Imagine if Ultimate Wildmutt wasn't there because they like being in the ultimatrix

[@Taldaris]

This episode was pure hype. Seing Ben vs the Ultimates, Gwen in her Anodyte form to save Ben, Ghostfreak, and the tension of Ben's sacrifice. Also always felt bad for the robot at the start.

[@rikajougasaki3296]

11:50 The way I see it is that since the Ultimate function works by running a simulation to evolve these creatures, those memories are a part of said simulation. We see with Suemongousaur later that Vaxasaurians care for their young, but maybe in this simulated reality where Terradino is a protean hellhole that results in them evolving to adapt to war, cannibalism is more commonplace?

[@CheezsterYT]

Ain't nobody gonna talk about the fact that Saul singlehandedly knocked Waybig off course, yet went flying when Kevin smacked him with a car?

[@DaniPup_]

28:11 I think the ultimatrix timing out was because that was when Ben gave up, knowing what he had to do

[@saminkazi.13]

I believe Ultimate Wildmutt isn't in this episode because of his lack of eyes, the viewers won't be able to distinguish between the sentient-red eye-version and Ben's-green eye-version

[@axelnilsson5124]

Or because this was aired before Prisoner 775 is Missing

[@runeonce-great6370]

​@@axelnilsson5124 Iirc Kuro actually pointed out that in both airing AND production order, Prisoner 775 Is Missing comes before Ultimate Sacrifice

[@akdrzllol1698]

This episode had some of my favourite moments. Ben willing to sacrifice himself and Kevin’s speech. Both scenes show how much each character has grown and like you said they ain’t played out as a joke. From the soundtrack, art, the goodbye to Gwen and the ending, the whole episode was peak.

[@thepanelbiter9915]

17:55 head canon, Ultimate Wildmutt is low key super intelligent like Brainstorm or something. He avoided the whole situation so he could exist without the other ultimates taking up space or something

[@thegoblin4948]

The way Kevin talks about Ben, is the culmination of all of his character development. God i love that moment.

[@Eric6761]

It feels like you are seeing a pay off for everything you watched Kevin go through, his arc, his difficulties, his ups and downs and still he manages to prove each time that he is a True Hero and is wiling to face everyone no matter what

[@kermitgotthesickkicks4265]

More consistent than Ben as a whole character.

[@kingpiye7060]

Its also a nice conclusion to azmuth who by far eclipses his pessimistic nihilistic self in the original show.

[@nathanvarade5820]

I always figured since the Ultimates were created by simulations hostile environments to boost combat evolution these Trapped iterations have memories made up of how they grew to maturity. So in a hyper aggressive habitat Saul would have been in danger of getting eaten because of the difficulty it takes to survive. So he remembers the simulation

[@lastfirst7260]

one of my favorite eps too, Kuro.,THere is such rich Ben 10 energy in this one. It says a lot and makes you wonder quite a bit about the implications it proposes to the world this show is creating. Like how Azmuth is against creating sentient life just to abuse it. He created the upgrade species but did not force them to do something like say protect his home in this episode. He knew it right to allow them the freedom to make their own path. The upgrades species chose to help even when they could have not. Makes sense and goes along with his ideals to later have him angered when sentient life is created, and it is not given inherent freedom and is instead imprisoned in the watch. I bet Albedo wouldnt even consider such things when making the ultimatrix, he would just care that it worked well enough

[@codenate02]

Given the way Ultimates are said to be created by "simulating their evolution in a warzone", I assumed that the bug that gave them consciousness, and by extension Ultimate Humongo having memories of his mother, were that. So in the Ultimate Humongo simulation, his mother tried to eat him before he even hatched, and this Ultimate Humongo can remember that.

[@Ozaru-45]

Albedo said it simulates harsh conditions to force the evolution, so Saul having a memory of almost being eaten makes sense from a lore standpoint.

[@AnonEcho98]

33:38. I meeeean... we do see bits of Saul on Khyber's lil' "trophy room", more specifically, Saul's helmet... underneath a Vaxasaurian Skull.

[@Yoriichi017]

No we don’t

[@barkbush8048]

Hope Kuro acknowledges that there is now one Arborian Pelarota in existence now.

[@HiperPivociarz]

10:40 Them being one off characters is exactly why they are allowed to have a new voice actor. They don't want to hire someone new for Edwards, because they're worried they won't be able to book that person in time when it's time to record for his next episode. At least as far as I understand, I don't know if that was the reasoning.

[@cybus01]

Something that I'm surprised Kuro didn't mention is just how wild the scaling of the robot is at the beginning. Sometimes he's huge, and other times the background makes him look like he's the same size as a car.

[@AidanDownes_KH]

I always remember this episode as bringing in some interesting concepts and further diving in the different aspects of the Omnitrix.

[@styko2925]

Imagine being a kid and a die hard ben 10 fan, then seeing this episode for the first time and actually thinking to yourself for a moment that ben would actually die after her jumped off. I remember that disgusting feeling back then and even cried. Truly one of the best episodes of the entire ben 10 franchise as a whole. And also one of the more terrifying ones.

[@stuffedanimalswithdicks9022]

That was me. I was on the edge of my fucking seat

[@curtisleblanc5897]

16:58 WHEN THE HELL WAS THAT?!

[@Crystal_959]

I love these episodes where Dee Bradley baker really gets to show off his acting chops. Also I think for Ultimate Humungousaur, the backstory he's talking about are from the simulation of how the Ultimates are created. So that incident of his mother trying to eat him DID happen in the artificial simulation, and Humungousaur remembers that as happening to him. It didn't end up erasing his, or any of the other Ultimates' minds like it was supposed to before finalizing them as a transformation

[@zyro7756]

My head cannon about the ultimates goes like this ( and I think I wrote this in a previous breakdown ) The Ultimatrix core was never supposed to be a device used for transformations, rather it was meant to be something that predicts possible evolutions for species to either foresee possible events that would trigger said evolution or what needs to be done to support said species. I figure that’s something azmuth would do. The device took core DNA and put it in a simulation of worst case scenarios and the tested DNA was that of the ultimates available up until now. They were all given simulated lives and a conciseness and were never meant to be combined with other DNA through transformations. This is why Ultimate Saur has memories of his mother trying to eat him as in a worst case scenario, that would probably end what she needed to do in order to survive When Albedo took the core he modified it to work as a transformation device since it still had a lot of DNA uploaded into it. When transforming into ultimates it had a similar effect as it did with ghostfreak where it was still Ben in the drivers seat but over time the original aliens took over

[@Laantin]

Also for the 'my mother tried to eat me before I was born' I think maybe they are apart of the 1 million years of evolution or whatever, like they are the descendant of it so it has simulated memories

[@mechajay3358]

I see this episode as a showcase of how Ben, when the situation calls for it, will be the hero who does the right thing end.

[@powerstorm2972]

I like to think that the ultimatrix not being complete in albedo’s “finishing” it caused this glitch to slowly gradually progress to where this episode happens and that azmuth corrected this and improved upon it and other glitches in the true omnitrix.

[@jacenskywalker507]

My favorite scene is a tie between Ben's sacrifice and Kevin's speech (both are great moments that somehow, in a good way, give you a kind of gut punch...but a good one that let's you know the writers can hit you with an amazing moment at any turn, and, with enough care, can make it feel very well earned).

[@brandoncastellano1858]

“And he’s my best friend” I teared up a little. Damn.

[@dynosgarcia7645]

I like to believe the ultimate aliens plot was really supposed to be the plot of the last arc from UA, but since they allowed them to do the cult plot, that was brushed off

[@josephdavis9234]

30:25 "There's still some room for levity." Don't you mean Levin-ty?

[@lunakingsley.7247]

11:35 This could explain why Glitch Tennyson has access to information of galvanic mechomorph that he shouldn't. Also sense Glitch is half human he probably has a little bit of understanding of humans before meeting Ben. Also speaking of glowing eyes, I feel like Glitch should have glowing green eyes in his Glitch Ben form if he where to assimilate DNA or use his Omni-energy and omni-core for anything in that form.

[@ahmed4363]

glitch Tennyson? who the hell are you talking about?!

[@burner555]

@@ahmed4363 reboot character, he's made from Upgrade's DNA sample after Ben stops the Fulmini invasion from inside the watch

[@ahmed4363]

@@burner555 i was gonna say eww reboot, but i am genuinely interested in what a fulmini is. Maybe after i get over the garbage s1

[@burner555]

@@ahmed4363 Shockrock's species, it's a creature made of rocks and electricity, it was unlocked after Ben used Upgrade on the Omnitrix to defeat Vilgax in S1's finale In the S2's finale, the Fulminis used the Omnitrix as a gateway to conquer Earth Also, S2's gimmick is aliens with Fulmini armors and enhanced abilities

[@lunakingsley.7247]

@@burner555 Yap. Upgrade's DNA fused with Ben's DNA creating a new being. In other words Ben gets a brother. Although genetically they are close to being father and son then brothers, but that's just weird so let's go with brothers.

[@eman2863]

My headcanon for why the Ultimate came alive is that there was a glitch in the artificial evolution function. Where the simulation of the war resulted in personalities developing with the ultimates Ben uses most.

[@anthonycannet1305]

Francium is a real element, but it’s so radioactive that it decays into radium with a half life of 22 minutes. So if you have a piece of francium, you lose half of it every 22 minutes…

[@nehemiahwallace9900]

I honestly loved it when Kevin smacked Ultimate Humungousaur with a car. It was freaking hilarious. 🤣

[@ATVPokemonMaster_02]

30:30 *You Kevin are evolving ❤️✨, Perhaps there is a tiny speck of Hope in Universe afterall* Man i love this quote from Azmuth. ❤️✨

[@sparksshepherd3313]

11:20 It IS possible that the memory is real to Ult. Humongousaur, as the ultimates are evolved into their forms by simulating years of worst-case scenarios to survive, if I remember correctly.

[@ImprismedAlan]

so in the beginning kuro talks about how the ultimatrix can hold multiple consciousnesses and yet he completely forgets to mention bellicus and serena

[@Daniel-tv4ix]

hey kuro, I thing you forgot to mark a "vehicle repair" when Kevin lands on Galvan Prime

[@kurt50alien]

13:59 It might be possible that this episode and Destroy All Aliens were being made at the same time so when the idea of Ben entering the Omnitrix came up during writing or storyboarding this episode they knew that Destroy All Aliens had a similar idea for a part of the movie and the city design idea came from there while also making it techy to look like a microchip like you suggested. Just a thought.

[@kermitgotthesickkicks4265]

makes sense because destroy all aliens did release when Ultimate Alien was still airing.

[@Blitz_Blazer]

What would've been cool is seeing Ultimate Wildmutt help Ben escape from the Ultimates, and from there, he meets his other transformations, and we could see cool interactions, for example for Four arms :"Your the kid from years ago,right?"

[@quantumsurge7250]

When I originally watched this episode, I initially thought Ben died and I yelled it out, only for my sister to exclaim in joy to be upset by him not actually dying.

[@avatarthelegendary6755]

11:55 Albedo talked about how the ultimatrix makes the ultimates through simulations so I think it would be resonable to think that the device made each generation have certain attributes like early age combat (having to survive your parents trying to eat you) to encourage evolution

[@darbytheturtle]

This episode was one of the few that regardless of what I'm doing or what I'm in the middle of watching, if it comes to mind I always go back and watch it, it's a Standout that has stood the test of time, the trio are all given the arcs they need, Kevin defends his once foe humbly, Gwen accepts that her family is more important again than her own humanity to save Ben going overboard, and Ben accepting his conclusion and not wanting to try n run, he faces what had to be done in his mind and did it

[@RaidensBoobies17]

Kevin's speech to Azmuth always makes me cry all the time

[@CaptainRexCT--rd7eq]

No way Kuro these last few videos have been frickin great! We got a full Kevin Backstory breakdown, a great and fun Albedo episode and now one of the Best Ultimate Alien episodes ever.

[@nitzan3782]

11:40 I always thought it was a population simulation the Ultimatrix ran to 'evolve' each sampled species and picked the prime specimen of each reproduction cycle to simulate another, until there were no more beneficial mutations to be had in each species' natural habitat. Therefore, Humongosaur's mom DID try to eat him before he hatched...even if she never had the privilege of being made real. I took it as the Ultimatrix having a structure to host all these simulations. Also Earth IS full of rare elements, since one of our sun's precursors was large enough to create them. I doubt most solar systems already in existence have Uranium.

[@nickalouscromer9082]

That was Ben's 10th transformation into Ghostfreak, and 30th into Heatblast. Quite an exciting episode!

[@raatz1]

Only 30 for heathblast ?

[@MercenaryX84]

I wonder if Azmuth was secretly working on the true Omnitrix in this episode and the later events that happened, convinced him to eventually give it to Ben at the end of Ultimate Alien.

[@Bionickpunk]

The episode feels like a missing Alien Force S1 and S2 episode with Ultimates instead of regular alien transformations.The characterization and character continuity just feels like Alien Force.