Ben 10 Planet

Carl Nesmith

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Carl Nesmith
General Information
Species Human
Home World Earth
Affiliations Will Harangue
Occupation(s) Superhero (formerly)
Business man (formerly)
Super Villain
Powers and Abilities
Equipment Power Suit (formerly)
Alias Captain Nemesis
Alternate Counterparts Captain Nemesis (Cosmic Destruction Timeline)
Voice Actor Christopher McDonald
First Appearance Hero Time

Carl Nesmith, also known as Captain Nemesis and later known as Overlord, is a character introduced in Hero Time. Originally, he was a famous human super-hero, as well as a great American icon and Ben's idol, but in reality, he is just a greedy gloryhound and a fraud. After a jealous rivalry with Ben as a hero, Nemesis grew insane with jealousy and changed his name to Overlord before joining Will Harangue in his smear campaign against Ben.


Early Life

Captain Nemesis has been active as a hero since a long time ago (According to him, before Ben was born). A famous superhero and a great American icon according to most characters, his long services made him rich and famous, having his own weapon-making company and comic book series. In reality, he's really a gloryhound and a fraud who stages all criminal activities he seemingly stopped in order to get fame and fortune, though his agent implied he was a true hero in the past. Unlike Ben, he is shown to be greatly estimated by the anchorman Will Harangue, who described him as a "true American hero."

Ben 10: Ultimate Alien

Overlord fighting
Captain Nemesis Vs. Computron
WaterbenderMKAdded by WaterbenderMK

In Hero Time, Captain Nemesis organizes a fake kidnapping on Jennifer Nocturne in order to save her and come back on the first page of the news. However, the fake kidnapping was mostly stopped by Spidermonkey before Captain Nemesis arrived, causing Ben to get most of the credit. This, plus Jennifer kissing Ben in front of the media, caused Captain Nemesis to grow jealous of Ben, despite Ben's admiration for him. After a second attempt to get back credit was again unwillingly spoiled by Armodrillo, Captain Nemesis proposed a "friendly competition" between the two of them to see who was the best. Though he was able to win one test thanks to an Ultimatrix malfunction, he ended up being humiliated by Four Arms, ruining his image.

Overlord Arrested
Overlord arrested
Superbike10Added by Superbike10

After his defeat, Captain Nemesis was jealous and rancorous toward Ben, and upgraded his armor in a dangerous way in order to get revenge on him. He then kidnapped Julie and intersects Jennifer's helicopter. He uses them to bring Ben to him for a rematch. After a fight with Ultimate Humungousaur, Captain Nemesis endangered Julie and Jennifer's lives to force Ben through a "no-win" situation game. Goop saved Julie, while Gwen and Kevin saved Jennifer. During the fight, Captain Nemesis expressed a disgust and disillusionment for having "wasted" his life saving pathetic souls like Ben, and renamed himself Overlord, stating that Captain Nemesis is dead. Water Hazard was able to defeat him. He is then arrested by the police.

In Catch a Falling Star, Nesmith escapes from federal prison with aid from Jennifer Nocturne and wanted revenge on Ben. Then with Jennifer Nocturne they go to a Motel were Jennifer dyed her hair black. Later, Nesmith confronts Ben and they have a hand to hand battle with Nesmith losing. He later goes to a veterinary named Dr. Pervis to get plastic surgery, but he ends up killing Dr. Pervis afterwards, and later on the road he kills a truck driver and leaves a letter to Ben stating that he's going to the Nemesis Corporation building.

Overlord blast
Carl Nesmith with his new face firing his gauntlet at Ben.

At Nemesis Corporation, he wounds and kills some police officers. He reaches the elevator and inputs a code to a secret floor where he activates a bigger Power Armor but gets interrupted by Ben and Gwen. He then attacks them with his gauntlet, injuring Gwen in the progress. Ben then transforms into Eatle and defeats Nesmith, causing Jennifer Nocturne to wear the power armor. After his defeat, he surrenders and gives himself up to the police.

Powers and Abilities

Captain Nemesis had no powers by himself, instead he uses a powerful battlesuit. However, the armor was so complex that he needed his staff of technicians to put it on. He gains the following abilities when he wears the suit:

  • Enhanced Strength: The armor enhances his strength to an unknown degree.
  • Enhanced Durability: It provides him protection against damage.
  • Jet Boosters: The suit can be equipped with jet boosters that are used for flight or increased speed.
  • Projection of Energy Blasts: The gauntlets' palms can harness yellow energy for projection of blasts or for stronger punches. The beams are adjustable for narrow or destructive emission.
  • Grappling Hook: A gauntlet has a hidden grappling hook launcher for restraining opponents.

After his upgrade in which he boosted the core, he displayed much greater strength, speed and durability, as well as projecting red energy blasts from his palms. However, as a side effect, the armor grew hotter each time he used it, and according to Kevin, the suit would have blown up and killed him if Water Hazard hadn't saved him from it.

Video Games

Ben 10 Ultimate Alien: Cosmic Destruction

Nemesis Overlord Cosmic Destruction
Overlord in Cosmic Destruction
Brian DoddAdded by Brian Dodd

Captain Nemesis appears on Ben's second Trip to Rome, where he reveals that he was the one spying on Ben and leaking battle footage of him to Will Harangue. Ben appeared to Captain Nemesis and he is angry at him that Ben once again one-upped him. When fighting Ben, Captain Nemesis powers himself up by using the piece of the Potis Altiare that Enoch used. After Ben defeats Captain Nemesis, Captain Nemesis collapses from exhaustion.

Console Strategy

Captain Nemesis serves as the mini-boss of the Colosseum level. He is a pretty easy opponent. Captain Nemesis attacks by firing lasers and melee attacks. While some of his attacks cannot be blocked, they are all avoidable. Overall, dodge his attacks and keep attacking until he is defeated. The easiest way to beat him is to turn into NRG, and continuously blast him with a radiation beam.

Mini Trivia

  • As Captain Nemesis takes damage, pieces of his armor fall off.


Ben 10: Ultimate Alien

Ben 10: Omniverse


  • Carl has a strong resemblance to Adonis from Teen Titans, as well as similar facial features to that of Warp in the same show.
  • Carl is voiced by Christopher McDonald, and the character is apparently a pastiche of McDonald's previous corrupt antagonist characters who were all a force for good that have gone over the edge:
    • The brainwashed Superman from Batman Beyond (a long-time known superhero turned villain upon being controlled by Starro)
    • The paranoid CIA agent Kent Mansley from The Iron Giant (an ally of the U.S. who views the protagonist as a threat)
    • The jealous Dr. Wilson Croft from Flubber (the protagonist's equal counterpart who is jealous of the protagonist gaining all the attention)
    • The jealous golfer Shooter McGavin from Happy Gilmore.
    • The stern and antagonistic Harvey Dent from Beware the Batman.
  • Carl's new face after plastic surgery slightly resembled his voice actor Christopher McDonald, especially the new thick lips and the bags underneath the eyes.
  • In Arrested Development, Carl was briefly mentioned by Ben, Billy and the press.

See Also

Start a Discussion Discussions about Carl Nesmith

  • favorite villian?

    3 messages
    • eon diagon the destroyer vilgax the faction( malware and khyber) will harangue overlord ragnarok
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