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Enemy of My Frenemy

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This article is about an episode from the third season of Ultimate Alien. You might have been looking for The Enemy of My Enemy.
Enemy of My Frenemy
Ben 10 AU ep 45
General Information
Original broadcast February 11, 2012
Series Ben 10: Ultimate Alien
Season 3
Episode number 45
Overall number 143
Written by Brian Swenlin
David McDermott
Directed by Matt Youngberg
Episode Guide
Previous episode Inspector 13
Next episode Couples Retreat
Gallery Cast Errors

Enemy of My Frenemy is the forty-fifth episode of Ben 10: Ultimate Alien.​


Gwen Tennyson, using her Lucky Girl outfit, goes to Hex's lair to steal one of his spell books (like in Time Heals). However, the sorcerer set up a force field that cannot be destroyed by Gwen's mana; instead the field absorbs it, powering it up and slowly crushing her.

Gwen explains that she wants to help Charmcaster and defeat Adwaita. Hex becomes appalled. She says that Adwaita is powerless since Aggregor stole the Alpha Rune. Hex takes the book and tells Gwen that the real name of Ledgerdomain has changed and constantly changes every few seconds.

Hex says that Adwaita probably regained the Alpha Rune and that Charmcaster is probably already dead. Gwen asks Hex to join her, but he refuses, saying that he won't join a suicide mission and that Spellbinder gave his life to save him and his niece so that they could get out of that dimension. Hex allows Gwen to take what she needs, but grieving, asks Gwen to leave him alone.

Later, Kevin laughs at the fact that Gwen wants to return to Ledgerdomain to help Charmcaster free her people. Kevin says this is a mistake and that Charmcaster always tried to kill them, but he surrenders to the look of his girlfriend and prepares to turn on the Rust Bucket 3.

Gwen, using a laptop, utilizes an algorithm she created to help predict the true name of Ledgerdomain before it actually changes. After several attempts, she finally succeeds and the trio are back in Ledgerdomain. The team realizes that the place is different in appearance than the last time they were there.

However, Adwaita's stone bat-like creatures appear and attack them. Kevin reminds Gwen that her powers are stronger and she creates a force field. Ben has a plan and asks if she can tie them together with magic so they won't separate, then turns into Fasttrack and quickly outmaneuvers them.

However, Ben is trapped on a piece of floating rock and almost falls. Kevin says there is a cave nearby and tries to swing to there. Suddenly, a stone creature, named Ignaceous, pulls them in and forces the creatures to retreat. Ignaceous, a member of the stone creature species whom Charmcaster so readily uses, reveals that almost everyone was enslaved when Adwaita first took the throne.

A few months back, Adwaita disappeared, and the freedom fighters ended up disbanded as each member tried fighting to be the next on the throne. Ignaceous continues saying he wanted no part in the bloodshed or the throne, and is one of the few freedom fighters left. He agrees to take the team to the stronghold of Adwaita.

On the way, they encounter Adwaita himself, stuck in a magical field and is having his mana drained by a stone. Kevin throws the stone away and Gwen frees Adwaita, though binds him with a spell preventing him from using magic, and asks who put him there. Using no names, Adwaita claims a "ursurper" stole his throne. After some reverse psychology from Ben, Adwaita leads them to the ursurper.

Eventually, everyone comes to a place that has plenty of water and Kevin says that partnering with evil guys is a bad choice. While Kevin lists all the bad guys that they teamed up with that "tried to kill us", Adwaita utters a spell that frees him from his magical shackles, then enchants the water, causing a water creature to spring forth and attack the team. The water monster takes Kevin and Gwen, and severely injures Ignaceous.

Ben sees Adwaita escaping and turns into Eatle. He then uses his powers to defeat the water creature. Ignaceous tells the team not to worry, and that his injury will heal in a few short hours, but advises the team to continue with the plan and free everyone. Ben, Gwen, and Kevin climb a rock and see Adwaita confronting the ursurper, which turns out to be Charmcaster.

She absorbs his soul and feeds it to her machine. Charmcaster, now in possession of the Alpha Rune, reveals she knows the trio is there and that they might as well show themselves. She then explains that she's draining the power of all living beings existing in Ledgerdomain to resurrect her father.

Kevin says that her father is dead, but Charmcaster says not for long. Charmcaster continues to reveal that everything she did leading up to the present had the sole purpose to help her resurrect her father. Gwen asks Ben and Kevin to stop the machine. Ben transforms into Eatle again and tries to eat the machine.

Realizing it's too big of a job for Eatle, Ben changes into Chromastone. Chromastone is destroyed when he steps inside the stream of mana because of its overwhelming power and Chromastone's limit when absorbing mana, slowly disintegrating him into nothing. Ben then reappears falling to the ground, with an aura of mana surrounding him, and his soul was being absorbed into the machine.

Gwen becomes terrified watching Ben dying, and Charmcaster uses the momentary distraction to try to kill Gwen, but Kevin shields her from the blast. His soul is also absorbed and Gwen in anger assumes her Anodite form. Charmcaster, waiting for this, uses the Alpha Rune to absorb Gwen's power and soul, further powering the machine.

Charmcaster calls Diagon (who is called by the name, Old One) with a spell, and offers up six hundred thousand souls, which consists of every living thing in Ledgerdomain. Using another spell, she steals the souls of everything in Ledgerdomain, and asks to bring her father back. With the offer accepted, Spellbinder returns to life. Not understanding how it is possible he is alive, he questions Charmcaster.

Revealing the price she paid for his life, Spellbinder disapproves of her attitude and of what she has done. He tells her he gave his life to allow her to escape Ledgerdomain and live a fairly normal life, but fears that because she returned to Ledgerdomain, she has become an even crueler tyrant than Adwaita was. Charmcaster starts to cry, and Spellbinder puts a comforting hand on her face. He tells her he loves her, but that he can't stay in the world of the living knowing that his life was bought by the cost of so many others and, turning back into pure mana, disappears back into the rift he came from. Then Diagon, saying that if the bargain is refused, then the payment must be returned. "Such is the way of magic.", he replies. He then returns all of the souls back to their bodies.

Charmcaster is feeling empty because for her whole life, she has been chasing something, and now that thing is gone. Gwen then ask Charmcaster what she is going to do now but Charmcaster simply replied "I don't know".The team decides to not apprehend her and leave her where she is. The episode ends showing Gwen caring about Charmcaster's feelings, worrying about how she'll fare now. Ben has no sympathy for Charmcaster, but Kevin agrees with Gwen, saying that he knows it isn't easy what Charmcaster is going through.

Noteworthy Events

Major Events

Minor Events



Aliens Used

Spells Used



Ben: (to Gwen) What's with the computer? Pirating spells on the internet?
Gwen: Not exactly. I've written a spell that uses a predictive decryption algorithm on the computer to figure out the true name of Ledgerdomain before it changes.....if I can sync it up just right.
Ben: So you're like a magic hacker? (looks at Kevin) Is my cousin cool or what?

Quotes Right


Kevin: (after Ben implies that the stone draining Adwaita has to be destroyed, walks up to the stone, picks it up, throws it off the cliff, dusting his hands) Problem solved. (gets a glare from Gwen) What?

Quotes Right


Kevin: Dude, teaming up with evil guys never ends well.
Ben: What about you?
Kevin: What about me? I'm not evil. I had a rough childhood.

Quotes Right


Gwen: She lived her whole life chasing after one thing. Now that thing is gone and she's just... empty. How do you fill that void?
Kevin: It ain't easy, trust me.

Quotes Right

Naming and Translations

Language Name Origin
Hungarian Riválisom ellensége My Rival's Enemy
Portuguese (Br) Inimigo da Minha Animiga Enemy of My Frenemy
Spanish (HA) Amigo de Mi Amienemigo Friend of My Frenemy
Spanish (Spain) El Enemigo de Mi Amienemigo The Enemy of My Frenemy


  • Like the previous episode, The Enemy of My Enemy, the title of this episode is based on the saying "The enemy of my enemy is my friend".


Ben 10: Ultimate Alien Episodes
Season 1
FameDupedHit 'Em Where They LiveVideo GamesEscape from AggregorToo Hot to HandleAndreas' FaultFusedHero TimeUltimate AggregorMap of InfinityReflected GloryDeepWhere the Magic HappensPerplexahedronThe Forge of Creation...Nor Iron Bars a CageThe Enemy of My EnemyAbsolute Power: Part 1Absolute Power: Part 2
Season 2
The Transmogrification of EuniceEye of the BeholderViktor: The SpoilsThe Big StoryGirl TroubleRevenge of the SwarmThe Creature from BeyondBasic TrainingIt's Not Easy Being GwenBen 10,000 ReturnsMoonstruckPrisoner Number 775 Is Missing
Season 3
The PurgeSimian SaysGreetings from TechadonThe Flame Keepers' CircleDouble or NothingThe Perfect GirlfriendThe Ultimate SacrificeThe Widening GyreThe Mother of All VreedlesA Knight to RememberSolitary AlignmentInspector 13Enemy of My FrenemyCouples RetreatCatch a Falling StarThe Eggman ComethNight of the Living NightmareThe Beginning of the EndThe Ultimate Enemy: Part 1The Ultimate Enemy: Part 2
Heroes United

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