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The second season features primarily self-contained stories, including an episode in which Ben’s ultimate forms achieve sentience and attempt to free themselves from within the Ultimatrix. Ben decides to sacrifice himself so that the ultimates can be free; instead, the Ultimatrix recognizes his selflessness and frees both him and the ultimates.


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Both the second and third seasons of Ultimate Alien primarily focus on the Forever Knights, and particularly their leader, Sir George, an immortal soldier and the origin of the myth of Saint George and the Dragon. George seeks to prevent the threat of Dagon, an extradimensional energy being which he defeated in the 12th century, which now seeks to return to Earth and take over the minds of all humans. George is killed, but Dagon himself is absorbed by Ben’s nemesis Vilgax. Ben defeats Vilgax by using George’s sword, a weapon built by Azmuth that is powerful enough to destroy planets, to absorb Vilgax’s power into itself.

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Ben confronts the alien, named Bivalvan, who explains that he is trying to leave Earth after having been stranded there. Ben defeats Bivalvan, who reveals that he is from the Andromeda Galaxy and was kidnapped along with four other aliens by a monster named Aggregor. Ben and his team leave to retrieve the Plumbers, but Bivalvan is recaptured by Aggregor. Later, Ben’s classmates take his side and clap for him and the lives he’s saved.

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