# Ben 10: Ultimate Alien – Ben's Most Terrifying Ultimate Form Ever! | Ultimate Malakor
Ben 10: Ultimate Alien – Ultimate Malakor
ACT THREE – The Fall of Ben Tennyson
The transformation wasn't painful.
It was torture.
Every strand of Ben's DNA felt as though it was being ripped apart and rebuilt by an unseen force. The Ultimatrix screamed with corrupted energy as black lightning erupted across the ruined Plumber Headquarters.
Ben fell to one knee.
"No... stop..."
His voice cracked with agony.
The green light of the Ultimatrix flickered violently before turning into an eerie black-and-crimson glow.
Silence.
Then...
Ben slowly stood.
But it wasn't Ben anymore.
His skin had turned pale green, covered with living black veins that pulsed like parasites beneath the surface. Jagged black armor grew naturally across his shoulders and arms. His eyes burned with crimson energy, while the Ultimatrix symbol on his chest radiated corrupted power.
A sinister smile spread across his face.
Not Ben's smile.
Something else's.
Gwen stepped back in disbelief.
"...Ben?"
Kevin couldn't move.
"What... did they do to you?"
The creature looked at them both with cold amusement.
"Benjamin Tennyson..."
The voice echoed unnaturally, as though two beings were speaking together.
"...no longer exists."
The crimson eyes brightened.
"There is only..."
"MALAKOR."
The walls of Plumber HQ shook.
Every computer exploded.
Emergency lights turned blood red.
Kevin growled and charged.
"I don't care what you're calling yourself!"
He swung a punch powerful enough to shatter steel.
Malakor caught it effortlessly.
Without even looking.
Kevin's eyes widened.
"What?!"
Malakor slowly squeezed Kevin's fist.
CRACK.
Kevin screamed as the armor around his hand bent inward.
One effortless throw sent him crashing through three concrete walls.
The entire headquarters trembled.
"Kevin!"
Gwen unleashed a massive wave of mana.
Brilliant blue energy filled the chamber.
It struck Malakor directly—
—and vanished.
Not blocked.
Absorbed.
Dark cracks spread across Malakor's body as Gwen's magic became part of him.
He smiled wider.
"So..."
"This is Anodite energy."
"Magnificent."
He raised one finger.
A black beam exploded from his hand.
Gwen barely erected a mana shield before the blast shattered it completely, throwing her across the room.
She crashed beside Kevin.
Both struggled to stand.
Neither had ever seen Ben this powerful.
Or this merciless.
Malakor walked toward them slowly.
Every step cracked the floor beneath him.
"You always believed..."
"...friendship made you stronger."
He looked directly into Gwen's eyes.
"How disappointing."
With impossible speed he appeared in front of her.
His hand wrapped around her throat.
She couldn't breathe.
"Ben..."
she whispered.
"If you're still in there..."
"Fight."
For the first time...
Malakor hesitated.
His hand trembled.
Just for a second.
Deep inside the darkness...
Ben heard her.
Fragments of memories flashed through his mind.
Running through Bellwood as children.
Grandpa Max smiling proudly.
Saving Earth together.
Laughing inside the Rust Bucket.
"Ben..."
Gwen's voice echoed again.
"You are not alone."
The darkness screamed.
"No!"
Malakor clutched his head.
The corruption fought back violently.
"I AM MALAKOR!"
His roar shattered every remaining window.
Then—
A beam of golden light burst through the ceiling.
A weakened figure descended from above.
Diagon.
Though badly injured, his eyes burned with determination.
"I have failed before..."
"But I will not fail again."
Golden cosmic energy erupted from his hands.
It slammed into Malakor, forcing him backward for the first time.
The corrupted Ben roared in rage.
"You should have stayed dead!"
The two powers collided.
Golden light against living darkness.
The explosion rocked the entire headquarters.
Dust filled the air.
For a brief moment...
Ben broke free.
His eyes returned to green.
"Gwen..."
His voice trembled.
"I can't hold him..."
"Please..."
"Don't give up on me..."
The darkness returned instantly.
Malakor screamed and unleashed an enormous wave of corrupted energy.
Diagon took the full force of the attack.
His golden aura shattered.
He collapsed.
Unconscious.
Silence returned.
Kevin could barely stand.
Gwen's mana was nearly exhausted.
Hope itself seemed lost.
Then Gwen remembered something Grandpa Max once told them.
"When you can't reach someone's strength..."
"...reach their heart."
She closed her eyes.
Instead of attacking...
She reached out.
Not with mana.
With memories.
Every adventure.
Every laugh.
Every sacrifice.
Every promise Ben had ever made.
The Rust Bucket.
Summer vacations.
Saving the universe.
Family.
Tears rolled down Gwen's face.
"You are Ben Tennyson."
"The hero who never gives up."
"The boy who always finds another way."
"And we're not losing you today."
Kevin limped beside her.
"We've fought together too long..."
"...to lose you now, partner."
Green light flickered inside the corrupted Ultimatrix.
Ben's heartbeat echoed.
Once.
Twice.
Again.
Malakor screamed.
Black energy erupted violently as the corruption began breaking apart.
"No!"
"HE BELONGS TO ME!"
Ben roared back with equal force.
"No..."
"I belong..."
"...to my family."
A massive explosion of emerald light engulfed the headquarters.
When it faded...
Ben collapsed onto the floor.
Human again.
Weak.
Exhausted.
Free.
Gwen embraced him immediately.
Kevin smiled despite the pain.
"You really know how to make things complicated."
Ben laughed weakly.
"I missed you guys."
But before anyone could celebrate—
The entire headquarters shook.
Warning sirens blared.
The ceiling began collapsing.
Massive chunks of concrete crashed around them.
Then Ben looked up.
His smile disappeared.
Floating above the rubble was a shadow.
Malakor.
No longer possessing Ben.
No longer bound by flesh.
Only a phantom of pure darkness.
And in his hand...
The Ultimatrix.
Its green core slowly turned black.
Malakor smiled.
"This was never about controlling you..."
"It was about claiming the only weapon capable of rewriting evolution itself."
Reality itself began to distort around him.
Cities flickered.
Stars dimmed.
Time fractured.
Ben slowly stood.
Horrified.
Because he finally understood.
The battle to save himself...
Had only been the beginning.
The battle to save existence...
Was about to begin.