Carl Nesmith

Carl Nesmith, also known as Captain Nemesis and later known as Overlord, is a character introduced in the Ben 10: Ultimate Alien episode called Hero Time. Originally, he was a famous human super-hero, as well as a great American icon and Ben's idol, but in reality, he is just a greedy gloryhound and a fraud. After a jealous rivalry with Ben as a hero, Nemesis grew insane with jealousy and changed his name to Overlord before joining Will Harangue in his smear campaign against Ben.

Personality
Carl Nesmith appear to be arrogant, He enjoy the fame and glory more than helping people.

He become jealous of Ben Tennyson being famous and getting the attention.

He is a psychopath and power hungry.

Early Life
Captain Nemesis has been active as a hero since a long time ago (According to him, before Ben was born). A famous superhero and a great American icon according to most characters, his long services made him rich and famous, having his own weapon-making company and comic book series. In reality, he's really a gloryhound and a fraud who stages all criminal activities he seemingly stopped in order to get fame and fortune, though his agent implied he was a true hero in the past. Unlike Ben, he is shown to be greatly admired by the anchorman Will Harangue, who described him as a "true American hero."

Ben 10: Ultimate Alien
His first appearance is Hero Time, Captain Nemesis plan a fake kidnapping on Jennifer Nocturne by sending some men to keep her hostage and so Captain Nemesis can save her and make a come back to front page news, Before Captain Nemesis arrived he needed to put on his armor, and while he was getting his armor ready by his men, Ben Tennyson transform into Spidermonkey and defeat most of the men that was keeping Jennifer Nocturne hostage, finally Captain Nemesis arrived, but only stop one that was trying to escape. Ben Tennyson got most of the credit and Jennifer Nocturne kiss him for saving her life, and it made Captain Nemesis jealous. but Ben did say that he was his bigger fan.

Captain Nemesis invited many people to come to his party at his building, He also invited Jennifer Nocturne, He saw that Jennifer came to his party and she introduces Ben Tennyson to him, Who was being friendly because he is bigger fan of him. All the people at the party we're more interested of Ben than Captain Nemesis, Captain Nemesis got jealous again.

Captain Nemesis had second hero plan, He released Computron and his minions from Dimension 12, So he can defeated them and have the opportunity to prove that he is a better hero than Ben, Will Harangue was capture some the footage on film, but another news crew capture all as well, Ben Tennyson arrived as Jetray than transforms into Armodrillo and destroy Computron's Minions, and Captain Nemesis only destroy Computron leaving Ben who destroy most of the robots.

Nemesis be friendly toward Ben to challenges to a friendly hero comptition to prove who the better hero, but Nemesis was hiding his jealousy. The first challenge was about strength, Ben win the first challenge easily as Humungousaur by throwing a train further than Captain Nemesis. The second challenge was about speed, His men equipped jet boosters behind his armor, Ben selected Jetray, but instead he was transform into Rath, Nemesis win the second challenge, Rath got angry and attack Nemesis, Jennifer Nocturne ask Rath what he is doing, Rath than transform back into Ben and Ben say "Sorry Rath just get carry away sometime". Than there was tie breaker and the final round was a a tug-of-war that was held over a mud pit. Ben wins as Four Arms and Nemesis lost, Ben Tennyson was the winner of the hero comptition and Captain Nemesis was humiliated, but Ben as Four Arms respect and say that Nemesis put up a good fight, but Nemesis didn't appreciate Ben's kindness.

Later Captain Nemesis was jealous and rancorous toward Ben Tennyson and wanted revenge on him, Nemesis ask his men to remove the safeguards from his armor, One of his men was going to ware him about danger, but Nemesis didn't want to know about it and his say if his want to defeat Ben Tennyson he need more power, His assistant Simons tell his him not to do it, but Nemesis refuse and tell him to leave, Than Nemesis tell his men to remove the safeguards of his armor. Nemesis kidnap Julie Yamamoto and Jennifer Nocturne, Ben Tennyson was in his car, He call Julie Yamamoto if want to go Mr. Smoothy with him, Nemesis answers Ben "come and get me" if he wants to see her again.

Ben went to his lair and transforms into Humungousaur and then Ultimate Humungousaur then have a battle with Captain Nemesis, Nemesis then put Julie and Jennifer in danger, Ben save Julie as Goop and Jennifer was saved by Kevin and Gwen. Nemesis then have a battle with Ben as Goop, Gwen, Kevin, Ben as Goop said to Captain Nemesis if he can turn his armor off, they can have a talk. Captain Nemesis couldn't believe that he wasted his life saving people like Ben, Nemesis said that Captain Nemesis is dead and he renamed himself Overlord.

Ben Tennyson transform from Goop into Water Hazard (selected alien was Big Chill), Water Hazard shoot nice cold water at Nemesis' armor and his armor started to steam, then Water Hazard absorb the moisture from the air and cause Nemesis' armor to break making him powerless. Ben as Water Hazard was angry that Captain Nemesis was not a hero any more so he defeated Nemesis by punching him several times, Water Hazard then transform back into Ben, and Ben say to Nemesis that being hero isn't about fame it about helping people. Captain Nemesis was then arrested by the police and was taken to prison for attack Ben, and his popularity was lost as well.

In Catch a Falling Star, Nesmith escapes from federal prison with aid from Jennifer Nocturne and wanted revenge on Ben. Then with Jennifer Nocturne they go to a Motel were Jennifer dyed her hair black. Later, Nesmith confronts Ben and they have a hand-to-hand battle with Nesmith losing. He later goes to a veterinary named Dr. Pervis to get plastic surgery, but he ends up killing Dr. Pervis afterwards, and later on the road he kills a truck driver and leaves a letter to Ben stating that he's going to the Nemesis Corporation building.

At Nemesis Corporation, he wounds and kills some police officers. He reaches the elevator and inputs a code to a secret floor where he activates a bigger Power Armor but gets interrupted by Ben and Gwen. He then attacks them with his gauntlet, injuring Gwen in the progress. Ben then transforms into Eatle and defeats Nesmith, causing Jennifer Nocturne to wear the power armor. After his defeat, he surrenders and gives himself up to the police.

Ben 10: Omniverse
In The Vengers, he was first seen in a flashback, when Kangaroo Kommando tried to explode a bomb on a building. As soon as he appeared, everyone started celebrating him, even the 11 year oldBen Tennyson. While he was interviewed by Will Harangue, Kangaroo Kommando became angry because nobody was listening to him and he explodes the bomb. The people, however, were saved by XLR8. Seeing that XLR8 gets all the attention, he started to get jealous.

In the present, Carl meets Kane at the jail, and presents a new entrepreneur: Billy Billions, who wants to form a group with them. With Billy's help, they both got new and more powerful armors.

After the Vengers became more popular than Ben himself, he and North started to compete to see who is the most popular. It just got worse when they wanted to rename the group and the Nemesis Tower and the Billions Tower started to shoot each other. However, this battle was transmitted live by Harangue which caused all of Bellwood to know the truth about the Vengers. When the police arrived, the whole group escaped.

Powers and Abilities
Carl Nesmith possesses no natural superpowers, Instead he wear battlesuit that gain he power,
 * Enhanced Strength: His suit gain his a unknown degree of enhanced strength.
 * Enhanced Durability: The armor on his suit protect him from any physical damage.
 * Flight: His suit can be equipped with jet boosters allow him to fly with increased speed.
 * Energy Beams: His can project harness yellow beam from his gauntlets, One laser blast can kill human with just one shot.

Weaknesses
Carl Nesmith is useless without his armor.