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A Knight to Remember

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A Knight to Remember
Sir George with Diagon's heart
General Information
Original broadcast December 2, 2011
Series Ben 10: Ultimate Alien
Season 3
Episode number 42
Overall episode number 140
Written by Len Uhley
Matt Wayne
Directed by Butch Lukic
Episode Guide
Previous episode The Mother of All Vreedles
Next episode Solitary Alignment

A Knight to Remember is the forty-second episode of Ben 10: Ultimate Alien and the tenth episode in the third season.



Rath stopping the FKC

Ben (as Rath), Gwen, Kevin, and a squad of Plumbers are fighting the Flame Keepers' Circle. The Flame Keepers' Circle is planning to take Vilgax to Diagon's heart so that he may regain his power. During the conflict, the Flame Keepers' Circle detonates explosives in the warehouse they are fighting in and gets away. Kevin is able to capture one member and takes off his mask, revealing that the member is Winston the squire of the Forever Knights. Because he had been mind controlled by the Lucubra, Diagon was able to control him and anyone else who had originally been controlled by the Lucubra.


Fasttrack stealing the Forever Knights' weapons

They take Winston to the Forever Knights, who are with Sir Cyrus and Driscoll. Ben confronts them and they fire on him. He turns into Fasttrack and steals their weapons, reverting back to normal afterwards. Ben tells Cyrus about Winston's membership in the Flame Keepers' Circle and Cyrus attempts to execute Winston. Ben stops Cyrus from executing Winston when he explains that the squire couldn't help himself. Ben demands to know what the Forever Knights have to do with Diagon and Driscoll tells them the tale of Saint George, a knight who fought the Diagon in the Middle Ages. Using his sword Ascalon, he ripped out Diagon's heart, but Diagon did not die, because he was just not as powerful. George then sealed the Diagon back into his own dimension. Ben then tells Driscoll that he knows that George is alive and that he wants to speak with him.

Diagon then takes control of Gwen and explains to them that if Vilgax gets his heart, that he will be able to take control of the entire universe. Driscoll takes the team into George's quarters. Gwen uses her mana powers to read calculus equations on the walls and figures out where Old George is. She tells the Forever Knights, then they knock out Ben, Gwen, and Kevin and lock them up.

2011-12-03 1808

Diagon's heart

Later on the knights find George at an invisible shrine, which travels between Diagon's dimension and ours, built by the Flame Keepers' Circle, and he tells his Knights he must get the heart. They go through the shrine and FKC Members jump out from statues and attack and outwit all of the Knights with their dimensional jumping abilities, but George just walks through all of them, easily knocking one of them out. He finds the heart pierced through his old sword and is about to grab it when a tentacle pulls him back. The dying Vilgax grabs the heart and returns to his normal form, then the sword falls into his hand as a Forever Knight suit grows on him. He gains new powers and takes out Edwards, Cyrus, the Knights, and FKC members with one blow from his right arm. Winston walks over to him (being controlled by Diagon) telling him that in order to be powerful enough to rule the universe, he must break the seal that the Lucubra was trapped in (this was a trick). After they have escaped, the team is flying in the Rust Bucket 3 with a mentally disturbed Gwen when she gets a vision and sees Vilgax walking up to the seal, fighting the Knights as he goes. They begin to fly there, but realize that they won't get there in time. Ben instructs Gwen to teleport him and Kevin. Kevin puts the ship on auto-pilot and begins arguing that Gwen is too sick, but she says she can do it. She teleports them.


The first knight regains his youth

When they get there, she faints. Ben tries to get Vilgax to stop, saying that Vilgax doesn't know what he is doing, but Vilgax argues otherwise, and Ben then proclaims that he knows what he is doing as well, and he becomes Eatle. Eatle shouts his name and gets ready to battle, but Vilgax shoots a very powerful beam at him and Eatle is knocked out. Kevin absorbs a Forever Knight helmet and tries to fight Vilgax, but the villain easily counters him out by swinging his right arm and falls on Eatle, causing Eatle to revert to Ben's human form. Vilgax breaks the Seal, and Gwen crawls over to Ben and Kevin, telling them to wake up. Ben wakes up and sees as Vilgax is screaming and gets sucked into Diagon's dimension. (That was the trick that Diagon was playing). As Gwen mentions that Diagon now has his heart, Old George regains consciousness as he picks up his sword, and is transformed, his armor is donned and his youth restored, which reveals him to be the first Forever knight. He then says "Let them come".

Major Events

Ultimatrix Alien Debut




Aliens Used


  • Error eye
  • Ben grabs the knife
  • Knife is missing
  • The height of the wall next to Gwen
  • The height of the wall changes
  • A dark signs. And Kevin doesn't at the wheel.
  • A light signs
  • wrong color
  • right color
  • Error Eatle
  • Error Gwen's collar
  • In one scene, one of the five Plumbers had purple eyes, instead he had black eyes.
  • After Ben took the knife from Sir Cyrus's hand he didn't have it in his hand.
  • In one scene, while Driscoll was talking with Ben, the Forever Knights symbol on his chest was incomplete, being a line instead of a cross.
  • In one scene, Winston's bottom lip is a different color.
  • When Driscoll shoots the gang, his hand/gun does not move (he fires three shots to exactly the same point but the trio still collapse).
  • When Kevin and Ben are arguing about Gwen's teleportation, the wall next to Gwen is about waist height, but in the next scene it changes to about shoulder height.
  • Inside the Rust Bucket 3 signs on the floor are dark, but in one scene they are light. Also, Kevin doesn't at the wheel.
  • Kevin absorbs the metal, but he becomes a different color. Next, Kevin appears in a normal color.
  • When Ben was defeated as Eatle, he was on his back. However, when Kevin lands on him, he is shown to be on his stomach and the Ultimatrix symbol is gone.
  • When Ben says "STOP" to George, Gwen's collar is the color of her skin.
  • In the end credits Fasttrack's name is misspelled Fastrack
  • When Rath jumps in front of the truck the frame of the Ultimatrix is covering some of the symbol.

Naming and Translations

Language Name Origin
Portuguese (Brazil) Um Cavaleiro Para Lembrar A Knight to Remember
Spanish (Latin America) La Historia de un Caballero The Story of a Knight
Spanish (Spain) Un Caballero Inolvidable An Unforgettable Knight
Hungarian Egy igazi lovag A True Knight


  • The name is a reference to the book/movie A Night to Remember, by Waltor Lord.
  • The design of characters and background in Driscoll's flashback is similar to Disney's "Sleeping Beauty."
    • The Diagon's dragon form resembles Maleficent's dragon form.
  • In Ben's universe, Sir George is revealed to be the same St. George from Saint George and The Dragon.

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