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When Albedo used it, the Ultimatrix had a red color scheme. The central component, the selection interface remains the same, while the watch band was replaced by a gauntlet-like band extending up to almost half of the wearer's arm (since the band's ability to morph its shape wasn't placed into it). The Ultimatrix, unlike the Omnitrix, doesn't resemble a wristwatch. Using Ultimate Swampfire, Ben defeated Vilgax and then managed to escape the ship with the others. Ben released Albedo and forced him to give him the Ultimatrix via the same method. Later, Ben activated the Omnitrix's self-destruct mechanism to remove it but Vilgax refused, thinking he was bluffing and later suffering the consequences. Vilgax betrayed Albedo, however, using the Omnitrix to defeat Albedo by turning his army of bioids into thousands of Humungousaurs. After easily defeating Ben as Ultimate Humungousaur, Vilgax threatened Gwen and Kevin's lives in order to force Ben to remove the Omnitrix. Allying himself with Vilgax, he agreed to help him so he could turn himself back to normal, while Vilgax could have the Earth.
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Unfortunately for him, since Ben's DNA was still the default for the Omnitrix, Albedo only had access to Ben's current forms, which excluded Galvan. The Galvan, Albedo, who was one of the assistants Azmuth had before he tried to create his own Omnitrix and accidentally locked himself in a negative image of Ben's human form, stole the omnitrix and was able to stabilize it. Originally created by Azmuth as the Omnitrix's successor, its power core was unstable so he put the device in high security storage.