"Meet... Ultimate Humungousaur!"
Vilgax teams up with Albedo in order to defeat Ben once and for all. Meanwhile, the rogue Galvan has acquired a new device, with which he would achieve this goal: the Ultimatrix.- Action Prologue: Following the episode's opening, the team is on a mission to rescue Ben from Kraab. This event isn't important for the rest of the two-parter.
- Adaptation Displacement: In-Universe, Word of God indicates that Kevin is more familiar with the Sumo Slammers video games, rather than the cartoons Ben watches.
- Bait-and-Switch: At first, it seems that Ben was the one who stole Azmuth’s newly created Ultimatrix, due to the thief having his silhouette. It’s quickly revealed to be Albedo.
- The Bus Came Back:
- Albedo returns for the first time since his debut in "Good Copy, Bad Copy".
- Kraab, who hasn't made any appearences since the original series, returns here as a villain for the Action Prologue.
- Myaxx makes a cameo at the beginning of the episode, briefing Azmuth about the stolen Ultimatrix.
- Asteroid Thicket: Kraab's ship goes into an asteroid field, from which the team barely escapes from.
- Call-Back: Back in the original series, Vilgax monologued about how he wants to create an army of Omnitrix users to take over the galaxy. Here, he has such an army, but made out of robots called Bioids.
- Curbstomp Battle: Albedo easily defeats both Gwen and Kevin. He also overpowers Ben as Humungousaur, while being Ultimate Humungousaur.
- Cliffhanger: The episode ends with Ben giving Vilgax the Omnitrix so he would spare Gwen and Kevin.
- Downer Ending: Ben has given up the Omnitrix to Vilgax and Albedo, who stand victorious.
- Oh, Crap!: Azmuth is initially blasé about the theft of the Ultimatrix, saying that it wasn't complete and he can always start again. He immediately changes his tune when we see that Albedo stole it and used his own core to finish the device.
- Sadistic Choice: Vilgax threatens to murder both Gwen and Kevin if Ben doesn't give up the Omnitrix.
- Self-Deprecation: Ben complains that his favourite cartoon got a sequel series wherein a former Big Bad made a Heel–Face Turn and teamed up with the hero, with the continuity messed up and a lack of realistic Character Development.
- Shout-Out: A reference to Star Trek when Ben gives up the Omnitrix: "Zero, zero, zero, release coupling, zero".
- Stealth Hi/Bye: Ben pulls one when he realises Albedo is back and leaves to intercept him.
- Stealth Pun: The override code for the Omnitrix is “Code 10”.
- Villain Team-Up: Vilgax teams up with Albedo so they can defeat Ben. The Galvan lampshades how an alliance like that wouldn't work, but Vilgax assures him he's just after Ben, not the Omnitrix. Yeah, sure...
- Wham Episode: Vilgax obtains the Omnitrix from Ben, who had just been defeated by Albedo with his new Ultimatrix device.
- Wham Shot: Albedo transforming into Ultimate Humoungousaur.
- Yank the Dog's Chain: Albedo is just about ready to return to his original Galvan form. But he soon finds that Grey Matter isn’t in the active list and all the others are currently locked, leaving him with nothing but the aliens Ben has active.
