Ben 10 Planet

Vengeance of Vilgax: Part 2

3,402pages on Ben 10 Planet
Vengeance of Vilgax: Part 2
Jetray Vengence of Vilgax
General Information
Original broadcast September 11, 2009
Series Ben 10: Alien Force
Season 3
Episode number 28
Overall episode number 80
Written by Dwayne McDuffie
Directed by Butch Lukic
Episode Guide
Previous episode Vengeance of Vilgax: Part 1
Next episode Inferno

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 protection of an energy 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 told Ben he had 24 hours to find the alien forms and recapture them so he could regain their powers. 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 become Humungousaur, but becomes Murk Upchuck and captures Chromastone after Kevin knocked 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 and now had 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 becomes 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 becomes 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 had to battle Vilgax. Max contacts the group, telling them that Vilgax is one of the Plumber's 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, going 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. But Vilgax is too strong and is going to kill Ben, until Kevin and Gwen arrive with Way Big. Ben re-absorbs him and tries to use him, but instead becomes 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 and Vilgax was going to absorb the Omnitrix's power. The pieces of Chromastone suddenly come together to form Diamondhead, who easily man-handles Vilgax and Max approaches, telling him the rules, as 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 was upset that everyone knew his secret and Max revealed that he used his Plumber tech to block half the fight and Ben had no idea what happened to Chromastone. He claimed the Omnitrix is broken and he decided teamwork was the best option, regaining his friend's trust after saving the Earth.

Major Events

Vilgax frozen

Frozen Vilgax



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


  • Diamondhead's hands each have a finger less
  • Ben's hand is not stuck to the web
  • Brainstorm's lightning is miscolored
  • Vilgax is talking even though he is frozen
  • Diamondhead Eye Error
  • Omnitrix Error
  • There are Diamond remains behind Ben
  • There is no remains behind Ben.
  • Size error
  • Goop's arm stretching with the hologram.
  • When Diamondhead shot diamonds the first time, he only has three fingers instead of four.
  • Brainstorm's lightning is blue instead of yellow.
  • When Ben is about to transform into Brainstorm, his hand isn't on the spider web.
  • When Big Chill froze Vilgax, Vilgax was still speaking through the ice.
  • Before Chromastone blasted Vilgax, his eye was different.
  • When Vilgax was changing his sword into crystal form his torso was red instead of black.
  • When Diamondhead was shooting his diamond projectiles the third time, Vilgax's appearance is reversed.
  • When Diamondhead used the three big shards, His eyes were wrongly placed.
  • When Ben told Vilgax to leave, there were diamond remains behind him. In the next shot, there was nothing behind him, after which, the remains reappeared.
  • When Ben wasn't sure what happened to Chromastone, the sides of the Omnitrix were pasted and reversed in color.
  • When Ben, Gwen and Kevin are in the car looking for the first alien, the Omnitrix's colors (green and black) are inverted.
  • When Ben transformed from Big Chill to Humungousaur (being in his largest form), Vilgax was about the size of Humungousaur's head, but in the next scene Vilgax was about a half of Humungousaur's size.
  • When Ben is captured by Sentient Goop and activates the Omnitrix, Goop's body stretches farther than it should have, extending with the hologram instead of just the dial.

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 episode makes two allusions to urban legends. First, when Spidermonkey goes after Gwen, Kevin says it'll lay eggs in her head, then when the eggs hatch, they'll eat her brain. Second, Ben says that, in the sewer, there are alligators that people flushed down the toilet when they were babies.
  • The Casey-Kelly Accords are a reference to Joe Casey and Joe Kelly, two of the creators of the Ben 10 saga.


  • 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.
  • Even though Vilgax was to never come back to Earth again by the rules of the Galactic Code of Conduct, he comes back several times in later episodes.
  • Kevin remains mutated until The Final Battle: Part 2 where Max tells him that the energy from the Omnitrix kept him in that mutant form.
  • It is revealed that Kevin is afraid of alligators and Gwen of spiders

Around Wikia's network

Random Wiki