[s2e32] The Ultimate Enemy Pt 2 -

Azmuth arrives, takes back the Ultimatrix (calling it an "inferior copy"), and gives Ben the completed Omnitrix he has been working on for years.

Vilgax tempts Ben to use Dagon's power and Ascalon to "wipe evil from the universe," but Ben ultimately chooses to use the power only to restore the humans transformed into monsters. [S2E32] The Ultimate Enemy Pt 2

The two share their first on-screen kiss on the lips at the end of the battle. Option 2: Danny Phantom (Special Episode) Azmuth arrives, takes back the Ultimatrix (calling it