powers of an infant Celestialsapien, a species of omnipotent, godlike aliens which can manipulate reality and time to an essentially unlimited extent with their thoughts. Aggregor manages to reach the Forge of Creation and the team pursues him. They are nearly defeated by Aggregor, but Kevin, as a last resort, absorbs the powers of the Ultimatrix and is able to defeat Aggregor, absorbing his powers in the process. Unfortunately, the absorption of too much power overwhelms Kevin, leading him to insanity and an unquenchable thirst for more power. This leads to a stand-off between him and Ben, who, after failed attempts at tracking and saving Kevin, resolves to kill Kevin to prevent him from hurting anyone. But with the aid of Gwen, he is able to instead remove Kevin's absorbed powers, saving him and restoring the five aliens from the Andromeda Galaxy back to life. 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 by trapping Ben within it. 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. Both the second and third seasons of Ultimate Alien primarily focus on the Forever Knights, and particularly their leader and founder, 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. Though tempted by the sword's power to wipe out all evil with a mere thought, Ben overcomes the temptation and returns it to Azmuth. Azmuth, impressed by Ben's exercise of self-control in the face of such strong temptation, tells Ben to give up the Ultimatrix and rewards him with a new Omnitrix which he says he has been working on since Ben got hold of the first Omnitrix in the original series. He then departs, telling Ben to use the Omnitrix well and do the right thing. Episodes Characters Crossovers