[s2e32] The Ultimate Enemy Pt 2 -

In this grand finale, Ben Tennyson faces his most powerful threats to date.

While often referred to as a Season 2 special, this episode is widely considered the darkest in the series. "Danny Phantom" The Ultimate Enemy (TV Episode 2005) [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. In this grand finale, Ben Tennyson faces his