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Vengeance of Vilgax: Part 2

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Vengeance of Vilgax: Part 2
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General Information
Original broadcast September 11, 2009
Series Ben 10: Alien Force
Season 3
Episode number 28
Overall number 80
Written by Dwayne McDuffie
Directed by Butch Lukic
Episode Guide
Previous episode Vengeance of Vilgax: Part 1
Next episode Inferno
Gallery Cast Errors

Vengeance of Vilgax: Part 2 is the twenty-eighth episode of Ben 10: Alien Force.


After the explosion, Gwen emerges from the rubble, courtesy of the protection from a Mana shield.

Spidermonkey and Chromastone then emerge from rubble and leave. Ben, Gwen, and Goop also emerge. The aliens leave and they find Kevin, who is now a mixture of things he has absorbed previously. Ben eventually notices that Chromastone, Goop, Spidermonkey, and Way Big are missing from the Omnitrix. Azmuth suddenly appears as a hologram and is upset at the turn of events. He tells Ben he has 24 hours to find the alien forms and recapture them so he can regain their powers, and that if he fails, the aliens will perish. Outraged with the disaster, Azmuth also tells Ben that he'll never help him again.

Ben is upset and Kevin tries to revert to normal by absorbing Gwen's skin, but to no avail. Kevin then decides to use the Plumber's badges to track down the alien samples. The trio find Chromastone causing havoc in the pier and Kevin attacks. He discovers his new morphing powers and uses them to fight Chromastone. Ben tries to transform into Humungousaur, but he transforms into Murk Upchuck instead and captures Chromastone after Kevin knocks him out. The trio continues to search for the aliens and Ben wants to drive, upsetting Kevin. Gwen uses her laptop, upgraded by Plumber technology, to reveal that Vilgax has defeated 10 heroes on other worlds and now has their abilities. Ben is not worried, but blames Kevin for the Omnitrix problems as Spidermonkey stops them using his webbing, and uses a web to take Gwen.

Ben transforms into Brainstorm and frees Gwen. He then fights Spidermonkey, while Kevin uses his new powers to free Gwen from the webbing. Brainstorm absorbs Spidermonkey after Gwen reminds him and the trio continues their quest. The trio goes into the sewer and Goop shows up, surrounding Ben. Goop defeats Kevin and Gwen with ease as Ben transforms into Swampfire to battle Goop. The battle is then taken above ground after Swampfire's flames ignited methane in the sewers, causing a huge explosion. Goop is eventually re-absorbed after a long fight.

The three later go after Way Big, having only an hour before Ben has to battle Vilgax. Max contacts the group, telling them that Vilgax is one of the Plumbers' enemies and he is getting into gear, wanting to fight him. Ben decides he would have to fight Vilgax without Way Big and he decides to go face Vilgax to stall. An hour later, a massive newscrew has gathered and Psyphon appears. The battle is going to be seen on all planets and Vilgax's army surrounds the sky, intending to destroy Earth if he won. Everyone on Earth watches and Jetray arrives, wanting Vilgax's team to be his servants after he won.

Vilgax appears and a fight ensues. Vilgax then proceeds to battle Jetray, Big Chill, and Humungousaur. Vilgax proves too strong and is going to kill Ben, until Kevin and Gwen arrive with Way Big. Ben re-absorbs him and tries to transform into him, but instead transforms into Chromastone. The fight ends as Vilgax shatters Chromastone with his sword, just as Max arrives and Kevin and Gwen share tears. Psyphon appears and takes the Omnitrix for Vilgax.. The pieces of Chromastone suddenly come together to form Diamondhead, who easily defeats Vilgax. Max approaches, telling him the rules, that Vilgax is not allowed to return to Earth or attack it again since he lost. Vilgax leaves, but promises to have his vengeance upon Ben.

Ben is upset that everyone knows his secret, but Max reveals that he used his Plumber tech to block half the fight. Though he won, Ben has no idea what happened to Chromastone. He claims the Omnitrix is broken and decides teamwork is the best option, regaining his friend's trust after saving the Earth.

Noteworthy Events

Major Events

Vilgax frozen

Frozen Vilgax

Minor Events

  • It is revealed that Kevin is afraid of alligators and that Gwen is afraid of spiders.



Aliens Used



Ben: I'm missing Goop, Chromastone, Spidermonkey, and Way Big. How'd he manage to sneak away?

Quotes Right


Ben: This is a job for... Humungousaur! (transforms into Murk Upchuck)'
Murk Upchuck: (sighs) Or Upchuck. Upchuck is good.

Quotes Right


Ben: Here Chromastone...good Chromastone.(whistles)

Quotes Right


Ben: Eww, smells like a sewer in here.
Gwen: I'm not kidding Ben, no more sewer jokes.
Ben: Smells like a plan to me. (Gwen hits him) Ow!

Quotes Right


Vilgax: Ben 10, I've come to kill you and conquer your world. Is now a bad time? Are you ready to die, Ben?
Jetray: Can we skip the threats and get to the "fight" part? There's a Sumo Slammers marathon at eight, and I forgot to set the DVR. (Vilgax swings his sword at Jetray) I'll take that as a "yes".

Quotes Right


Grandpa Max: By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world, and never attack it again. Do you acknowledge?
Vilgax: I do. But know this, Ben Tennyson. I will have my vengeance upon you.
Ben: Sure thing. Get outta here.

Quotes Right

Naming and Translations

Language Name Origin
French La Vengeance de Vilgax, 2e partie The Vengeance of Vilgax, 2nd part
Hungarian Vilgax bosszúja, Második rész Vilgax's Revenge, Part 2
Portuguese (Br) A Vingança de Vilgax, 2ª Parte The Vengeance of Vilgax, 2nd Part
Spanish (HA) La Venganza de Vilgax: Parte 2 The Vengeance of Vilgax: Part 2
Spanish (Spain) Vilgax Regresa: Parte 2 Vilgax Returns: Part 2



  • This is the first time Murk Upchuck's transformation is shown.
  • In the Australian and Indian Cartoon Networks, both parts of Vengeance of Vilgax were joined together.
  • When the aliens are shown on the Omnitrix map, Alien X, Cannonbolt, Murk Upchuck and Lodestar aren't shown.
Ben 10: Alien Force Episodes
Season 1
Ben 10 Returns: Part 1Ben 10 Returns: Part 2Everybody Talks About the WeatherKevin's Big ScoreAll That GlittersMax OutPier PressureWhat Are Little Girls Made Of?The GauntletParadoxBe-KnightedPlumbers' HelpersX = Ben + 2
Season 2
Darkstar RisingAlone TogetherGood Copy, Bad CopySave the Last DanceUndercoverPet ProjectGroundedVoidedInside ManBirds of a FeatherUnearthedWar of the Worlds: Part 1War of the Worlds: Part 2
Season 3
Vengeance of Vilgax: Part 1Vengeance of Vilgax: Part 2InfernoFool's GoldSimpleVreedle, VreedleSinglehandedIf All Else FailsIn Charm's WayGhost TownTrade-OffBusy BoxCon of RathPrimusTime HealsThe Secret of ChromastoneAbove and BeyondVendettaThe Final Battle: Part 1The Final Battle: Part 2
Ben 10: Alien Swarm

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