Ben finds his Ultimate Aliens have become sentient and are trying to escape by killing him.
- Abusive Parents: Ultimate Humongosaur claims that his mother tried to eat him.
- Character Witness: Kevin tells Azmuth of the good Ben has done, including finding it within himself to forgive Kevin for his past misdeeds, to convince the Omnitrix creator to help in the current crisis. And when Azmuth sees that Ben was willing to sacrifice himself for the Ultimates, he’s willing to finally forgive Ben for damaging the Omnitrix.
- Continuity Nod:
- When discussing issue with the therapist, Ben mentions his old fear of clowns, revealing it was developed at age 4 during a traumatic circus visit.
- Once Gwen meets up with Ben as Way Big, Ben expresses surprise over Gwen's "glowing body". Which makes sense, given Ben was too busy fighting the Highbreed to notice it in War of the Worlds Part 2, and wasn't around when Gwen used it to terrorize Zombozo, meaning this truly is the first time he's seen her Anodite form.
- Filler Villain: The robot at the start of the episode exists purely for Ultimate Humongosaur to beat up so we know Ben's not in control.
- Godzilla Threshold:
- Gwen enters her Anodite form (albeit as an astral projection) in order to rescue Ben from the Ultimatrix.
- Ben considers the situation warranting of using Ghostfreak
- Heel–Face Turn: While none of them were really evil, so much as desperate, the Ultimates all apologize to Ben and depart peacefully after being freed from the Ultimatrix.
- Heroic Sacrifice: When learning the Ultimates intend to sacrifice him so they can be free, Ben willingly jumps into the flames. This allows the Ultimatrix to release all of them.
- Heroic Suicide: Ben's death is the only way to free the Ultimates from their prison, since his mind controls the Ultimatrix.Ben: There's only one way out of this. In order for the Ultimates to live... I have to die.[Later]Gwen: What's the plan?Ben: No plan. I don't know why they branched off and became individuals. But I know that they deserve to live free.Gwen: So do you!Ben: [kisses her forehead] Goodbye Gwen.
- Lampshade Hanging: The creators were probably aware people would notice the Ghostfreak parallels with Ultimate Humongosaur, so we have Ben turn into Ghostfreak to battle the Ultimates.
- Negated Moment of Awesome: When captured by the Ultimates, Ben transforms into Ghostfreak for the first time since the Alien Force episode Ghost Town, and attempts to possess Ultimate Humungosaur. Unfortunately, it seems his possession abilities don't work inside the Ultimatrix, as Ghostfreak just harmlessly slams into him instead.
- No-Sell: The sentient Ultimates are somehow immune to Ghostfreak’s Demonic Possession powers.
- Pet the Dog: Right before throwing him into the pit, Ultimate Humungosaur allows Ben to say goodbye to Gwen, despite Ultimate Big Chill's protests.
- Put on a Bus: Azmuth takes the Ultimates somewhere Ben assures them they will be comfortable and useful.
- Red Eyes, Take Warning: The first hint something is up is that Ben’s eyes turn from green to red. Gwen lampshades this, wondering if Albedo has somehow taken control over Ben.
- Shoo Out the Clowns: The therapist Gwen hires to try and fix things runs away screaming quickly, at which point the episode becomes more dramatic and character driven.
- Survival Through Self-Sacrifice: Ben is ultimately spared after jumping into the fiery pit, and the Ultimates are still able to go free.Ben: What happened?Azmuth: Your sacrifice reset the Ultimatrix. The flaw that generated the self-actualized Ultimates has been corrected. Any Ultimates generated from this moment forth, will simply be reflections of you, as was always intended.Ben: But, I jumped into the pit. Why am I still alive? Not that I'm complaining, mind you.Azmuth: Your intention was what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free. Genuine self sacrifice, more rare than astatine or francium.
- "The Reason You Suck" Speech: As Kevin fights against Azmuth's security measures, he starts laying into Azmuth on how unfair his treatment of Ben is, given what he's accomplished over they years.Kevin: Tennyson may have messed up the Ultimatrix, but he's put himself on the line again and again! He's risked his life a hundred job for people he didn't even know! For slobs like me, for jerks like you! He's a hero...and more importantly...he's my best friend.
- There Are No Therapists: Hilariously subverted when Gwen and Kevin call one in to try and get to the heart of Ben being possessed.
- Two Lines, No Waiting: While Ben and Gwen end up inside the Ultimatrix to fight the sentient Ultimate forms, Kevin takes the watch itself to Azmuth, in the hopes of getting him to fix it. The episode cuts back-and-forth between their two viewpoints.
- We Are Not Going Through That Again: Azmuth ends the episode by upgrading the Ultimatrix to remove the glitch that gave the Ultimate forms sentience.
