Ben fails to defeat the extradimensional Diagon, who proceeds to destroy Sir George by electrocuting him with dark lightning. Vilgax returns, capturing Diagon by Psyphon’s power-absorbing machine. Psyphon proceeds to transfer Diagon’s power to Vilgax, making the galactic conqueror into a nearly-unstoppable force. Ben wields George’s supremely powerful sword, Ascalon, and uses it to drain Diagon’s vast strength from Vilgax into it. Reverted to his original form, Vilgax tries to corrupt Ben, asking what he plans to do with the combined power of Ascalon, Diagon, and the Ultimatrix but Gwen and Kevin both encourage Ben to resist Vilgax’s temptation. Ben uses his abilities to transform the Esoterica back into humans. Azmuth appears before them and asks Ben to return Ascalon and the Ultimatrix to him. He gives Ben a new-and-improved version of the Omnitrix he had received six years previously.