In this third and final installment, Ben Tennyson faces the sign of his old enemy, Vilgax, while also encountering the Forever Knights, but he learns a lot of secrets and lies from his closest friends that he must face.
November 27, 2013
- Ben Tennyson (Graham Phillips for Teenager, Ryan Kelley for Adult) - the main protagonist, faces secrets from Paradox and Max, while shocking revelations about his foes in the Alien Force/Ultimate Alien/Omniverse era, Charmcaster's true identity and Bazeel, and the real mystery behind Kevin's mutations and his break-up with Julie
- Julie Yamamoto (Yui Aragaki) - the deuteragonist and Ben's ex-girlfriend, who suddenly found out that her boyfriend, Herve was actually Billy Billions and Ship was really Malware
- Gwen Tennyson/Charmcaster (Amber Heard) - the tritagonist/anti-hero, revealed to be the Real Gwen when Kevin escaped from Technorg and replaced her with the Robot Gwen
- Grandpa Max (Lee Majors) - admits to Ben that he was obsessed with the past of ???, and had to keep the Plumbers in business, which made Ben feel betrayed and quitting the organization and ending his partnership with Rook, severing ties with them to be a solo-hero
- Magister Patelliday (Grant Moninger)
- Druba and Blukic (Craig Ferguson and Keith Ferguson)
- Rook Blonko (Keyon Isolade)
- Bezel (Robert Englund) - a sorcerer who possessed his charms, only to be revealed as a fraud and a con artist.
- Ashemis Cachan (Aiden Turner) - a man who tries to warn Ben about the Robot and Kevin, near the end, he reveals to Ben everything about Kevin and the Robot, he also apologizes to Ben for Kori's lustful behavior as she will be redeemed
- Kori Anderson (Emma Stone) - Ben's new love interest, she is a descendent of the Dragon Princess, Kyra, as she helps Ben unlock his spellbinding powers as he is the descendent of Eric the Spellbinder, she is also a mermaid, but Ben realizes a barrel had hit her so hard she fell in lust with another guy so by using Ashemis, his brother into helping her, Ben states, "Inevitable"
- Vilgax (Mads Mikkelsen) - the main antagonist, having used an emergency plan to destroy Ben with his Squid Monsters, who were really Lucubras, he mind controlled 2 Forever Knights, a Policeman, Winston and the Robot Gwen, then he found out that she orchestrated Ben and Julie's break-up, Kevin's mutation with a Lechorian virus, the villains from the Alien Force/Ultimate Alien/Omniverse era, Bazel and Charmcaster, Max's obsession with the past and Paradox's alternating of the future, he uses some of this info to lead Ben on a wild goose chase to expose the secrets the Robot harbored, sending him in a shock of betrayal and humiliation, then he found out Diagon was an illusion, and a part of him, an embodiment of power, it was entirely revealed that Vilgaxia was originally the Planet Murray, a peace loving organization that was dedicated to ???, but then Vilgax made lies that he is their new protector and renamed the planet Vigaxia, because it was based on Diagon's dimension, after using Sir George as his pawn of killing Diagon, absorbing him into Ascalon, Vilgax takes the sword and inserts Diagon's heart into his chest, giving him his embodiment of power back and uses the Estorica and the Robot's fellow Lechorians, that were being created as super powered weapons made from Kevin's temple
- Diagon (Neil Kaplain) - an embodiment of power who was thought to be a god worshipped by Conduit Edwards and the Estorica, only to be exposed as an embodiment and created as an illusion by the Robot
- Conduit Edwards (Ciaran Hinds)
- Sgt. Ramon Trask (Wade Williams) - a policeman
- Sir Rames (James Cromwell) - a blonde haired Forever Knight
- Sir Krey (Greg Ellis) - a brown haired Forever Knight
- Squire Winston (Tom Holland) - Sir Cyrus' squire
- Robot Gwen/Gwen Tennyson (Haley Ramm for Young, Galadriel Stineman for Adult) - revealed to have been a robot made to look like Ben in drag, and was a ploy orchestrated by Kevin, she orchestrated Ben and Julie's break-up, Kevin's mutation with a Lechorian virus, the villains from the Alien Force/Ultimate Alien/Omniverse era, Bezel and Charmcaster, Max's obsession with the past and Paradox's alternating of the future, and gave all of this info to Vilgax to humiliate Ben and lead him in a wild goose chase
- Val Khan/Kevin Levin (Nathan Keyes, Greg Cipes for Dragonlord form) - revealed to have been the dragon Sir George fought, when Ben asked how he turned into a youthful 11-year old, growing up into an adult, he revealed he used illusions to de-age himself to orchestrate their meet in in the arcade
- Billy Billions/Herve (Aziz Ansari/Eddie Redmayne) - was wearing an ID mask to pose as Herve to fool Julie with her own pigheadedness.
- Malware (Jemaine Clement) - revealed to have pretended to be Ship to manipulate Julie's ego.
- Professor Paradox (Ioan Gruffudd) - revealed to have alternated the future by tricking Ben into helping him.
- Forever Knights:
- Sir George (Chris Hemsworth for young age, Ian McKellen for old age) - realized the dragon he fought was really Kevin, not Diagon
- Frank Tennyson/Enoch (Luke Evans) - revealed to have been the Uncle of Ben, and a mad man believing to be a descendant of Arthur.
- Connor (David Oylewo) - a knight who then realizes that Enoch has plaid them.