The Cartoon Network Wiki

Enemy of My Frenemy

3,929pages on
this wiki
Enemy of My Frenemy
Ben 10 AU ep 45
General Information
Original broadcast February 11, 2012
Series Ben 10: Ultimate Alien
Season 3
Episode number 45
Overall episode number 143
Written by Brian Swenlin
David McDermott
Directed by Matt Youngberg
Episode Guide
Previous episode "Inspector 13"
Next episode "Couples Retreat"

Enemy of My Frenemy is the forty-fifth episode of Ben 10: Ultimate Alien and the thirteenth episode of the third season.​


Gwen Tennyson, using her Lucky Girl outfit, goes to Hex's lair to steal one of his spell books (like in Time Heals). However, the sorcerer noticed her presence and imprisoned Gwen in a force field that drains her powers, slowly crushing her.

Gwen explains that she wants to help Charmcaster and defeat Adwaita. Hex becomes appalled. She says that Adwaita is powerless since Aggregor stole the Alpha Rune. Hex takes the book and tells Gwen that the real name of Ledgerdomain has changed and constantly changes every few seconds.

Hex says that Adwaita probably regained the Alpha Rune and that Charmcaster is probably already dead. Gwen asks Hex to join her but he refuses saying that he won't join a suicide mission and that Spellbinder gave his life to save him and his niece so they could get out of that dimension. Hex allows Gwen to take what she needs, but grieving, asks Gwen to leave him alone.

Later, Kevin laughs at the fact that Gwen wants to return to Ledgerdomain to help Charmcaster free her people. Kevin says this is a mistake and that Charmcaster always tried to kill them, but he surrenders to the look of his girlfriend and prepares to turn on the Rust Bucket 3.

Gwen, using a laptop, uses an algorithm she created to help predict the true name of Ledgerdomain before it actually changes. After several attempts, she finally succeeds and the trio are back in Ledgerdomain. The team realizes that the place is different in appearance than the last time they were there.

However, Adwaita's stone bat-like creatures appear and attack them. Kevin reminds Gwen that her powers are stronger and she creates a force field. Ben has a plan and asks if she can tie them together with magic so they won't separate, then turns into Fasttrack and quickly outmaneuvers them.

However, Ben is trapped on a piece of floating rock and almost falls. Kevin says there is a cave nearby and tries to swing to there. Suddenly, a stone creature, named Ignatius, pulls them in and forces the creatures to retreat. Ignatius, a member of the rock monster species whom Charmcaster so readily uses, reveals that almost everyone was enslaved when Adwaita first took the throne.

A few months back, Adwaita disappeared, and the freedom fighters ended up disbanded as each member tried fighting to be the next on the throne. Ignatius continues saying he wanted no part in the bloodshed or the throne, and is one of the few freedom fighters left. He agrees to take the team to the stronghold of Adwaita.

On the way, they encounter Adwaita himself, stuck in a magical field and having his mana drained by a stone. Kevin throws the stone away and Gwen frees Adwaita, though binds him with a spell preventing him from using magic, and asks who put him there. Using no names, Adwaita claims a "Usurper" stole his throne. After some reverse psychology from Ben, Adwaita leads them to the Usurper.

Eventually, everyone comes to a place that has plenty of water and Kevin says that partnering with evil guys is a bad choice. While Kevin lists all the bad guys that they teamed up with that "tried to kill us", Adwaita utters a spell that frees him from his magical shackles, then enchants the water, causing a water creature to spring forth and attack the team. The water monster takes Kevin and Gwen, and severely injures Ignatius.

Ben sees Adwaita escaping and turns into Eatle and using his powers defeats the water creature. Ignatius tell the team not to worry, his injury will heal in a few short hours, but advises the team to continue with the plan and free everyone. Ben, Gwen and Kevin climb a rock and see Adwaita confronting the Usurper, which turns out to be Charmcaster.

She absorbs his soul and feeds it to her machine. Charmcaster, now in possession of the Alpha Rune reveals she knows the trio is there and that they might as well show themselves. She then explains that she's draining the power of all living beings existing in Ledgerdomain to resurrect her father.

Kevin says that her father is dead but Charmcaster says not for long. Charmcaster continues to reveal that everything she did leading up to the present had the sole purpose to help her resurrect her father. Gwen asks Ben and Kevin to stop the machine. Ben transforms into Eatle again and tries to eat the machine.

Realizing it's too big of a job for Eatle, so Ben changes into Chromastone. Chromastone is destroyed when he steps inside the stream of mana, slowly disintegrating into nothing. Ben then reappears falling to the ground, with an aura of mana surrounding him, and his soul being absorbed into the machine.

Gwen becomes terrified watching Ben dying, and Charmcaster uses the momentary distraction to try to kill Gwen, but Kevin shields her from the blast. His soul is also absorbed and Gwen in anger assumes her anodite form. Charmcaster, waiting for this, uses the alpha rune to absorb Gwen's power and soul, further powering the machine.

Charmcaster calls Diagon (which is called by the name Old One) with a spell, and offers up six hundred thousand souls, every living thing in Ledgerdomain. Using another spell, she steals the souls of everything in Ledgerdomain, and asks to bring her father back. With the offer accepted, Spellbinder returns to life. Not understanding how it is possible he is alive, he questions Charmcaster.

Revealing the price she paid for his life, Spellbinder disapproves of her attitude and of what she has done. He tells her he gave his life to allow her to escape Ledgerdomain and live a fairly normal life, but fears that because she returned to Ledgerdomain, she has become an even crueler tyrant than Adwaita was. Charmcaster starts to cry, and Spellbinder puts a comforting hand on her face. He tells her he loves her but that he can't stay in the world of the living knowing that his life was bought by the cost of so many others and, turning back into pure mana, disappears back into the rift he came from. Then Diagon, saying that if the gift is refused then the payment must be returned "such is the way of magic." and returns all the souls back to their bodies.

Charmcaster is feeling empty because the whole life she has been chasing for something and now that thing is gone. The team decides to not apprehend her and leave her where she is. The episode ends showing Gwen caring about Charmcaster's feelings, worrying about how she'll fare now. Ben has no sympathy for Charmcaster, but Kevin agrees with Gwen, saying that he knows it isn't easy what Charmcaster is going through.

Major Events

  • Hex makes his Ultimate Alien debut.
  • Charmcaster's real name is revealed to be "Hope."
  • The team returns to Ledgerdomain to help save Hope.
  • Eatle's powers are first introduced.
  • Chromastone is revealed to have a limit of how much energy he can absorb at once.
  • Ben, Gwen and Kevin are killed in this episode, then revived.
  • Spellbinder makes his debut.



Aliens Used



Ben: (to Gwen) What's with the computer? Pirating spells on the internet?

Gwen: Not exactly. I've written a spell that uses a predictive decryption algorithm on the computer to figure out the true name of Ledgerdomain before it changes.....if I can sync it up just right.

Ben: So you're like a magic hacker? (looks at Kevin) Is my cousin cool or what?
Quotes Right


Kevin: (after Ben implies that the stone draining Adwaita has to be destroyed, walks up the stone picks it up throws it off the cliff, dusting his hands) Problem solved.......(gets a stare from Gwen) What?
Quotes Right


Kevin: Dude, teaming up with evil guys never ends well.

Ben: What about you?

Kevin: What about me? I'm not evil. I had a rough childhood.
Quotes Right


  • Gwen: She lived her whole life chasing after one thing. Now that thing is gone and she's just... empty. How do you fill that void?
  • Kevin: It ain't easy, trust me.
Quotes Right

Naming and Translations

Language Name Origin
Portuguese (Brazil) Inimigo da Minha Animiga Enemy of My Frenemy
Spanish (Latin America) Amigo de Mi Amienemigo Friend of My Frenemy
Spanish (Spain) El Enemigo de Mi Amienemigo The Enemy of My Frenemy


  • Error back fin
  • Spellbinder before error
  • Spellbinder error
  • Ben's jacket stripes are on both sleeves
  • Error names
  • error background
  • In one scene, Eatle's back fin has a green line on it.
  • When Spellbinder reprimands Charmcaster for what she did to get him out, the magenta circle on his chest was missing.
  • In one scene, Ben's jacket stripes are on both sleeves.
  • In the credits, it misspelled Dagon instead of Diagon and Addwayta instead of Adwaita.
  • Spellbinder's voice in this episode is different from his voice in Where the Magic Happens.
  • In the end of the episode, while Ben lifts both his hands saying 'who's up for a smoothy?', the Ultimatrix is missing.
  • At the opening scene when it says "Ben 10 Ultimate Alien" the "ien" has a white background instead of a black one.


  • The title of this episode is based on the saying The enemy of my enemy is my friend.


  • After Kevin had talked about teaming up with evil guys never ends well, Ben mentioned Dr. Animo, Darkstar, Sir Connor, Vilgax, and Charmcaster. Ben and Gwen had teamed up with everyone but Dr. Animo.

See Also

Around Wikia's network

Random Wiki