Julie Yamamoto, Vilgax and others in “The Ultimate Enemy, Part 2”

Look, there's a line. I'm not sure where it is exactly, but I'm sure this is way on the wrong side of it.

Power is meaningless if it isn't used. Do it.

Be quiet! [to Ben] Don't you see, Ben? It's the power. You're tempted, like I was tempted to go full Anodite.

And like when I lost control of my powers.

You can't force your answers on everybody. After everything we've been through, is this the way you want it all to end?

[overwhelmed] Everybody, stop talking! Let me think! [steps aside from the group and closes his eyes to make his choice; A montage shows him from his previous adventures; raises the Ascalon sword, sending beams of light all over Earth, turning every Esoterica back into human]

What did you do?

What I "said" I was going to do. Turn every Esoterica on Earth back to human. With all the free will that goes along with that. [the armor magically retracts off him]

Oh, Ben. [runs up to him and kisses him on the lips]

That was totally worth giving up all that power.

Knew you'd do the right thing.

Way to go.

[looks at the Ascalon] Now all I have to do is figure out what to do with this.

[arriving] I suggest you return it to its creator.

Azmuth! [Azmuth sends the Ascalon into the stars] You were right. That's too much power for any… [sees Azmuth extending his hand] What?

The Ultimatrix. Give it to me.

But, Azmuth, I thought I proved I was worthy.

As usual, you don't understand. You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you.

I don't…

[frustrated] Oh, for the love of… Look at your wrist!

[looks at his wrist and got himself a new Omnitrix; amazed] An Omnitrix?!

THE Omnitrix. An improved version I've been working on ever since you were given the prototype six years ago.

I don't know how to thank you.

Keep doing the right thing.

I don't suppose you'd consider giving me the Master Control.

[smiles] Perhaps for your 18th birthday. [teleports away]