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Carl Nesmith, also known as Captain Nemesis and later known as Overlord, is an antagonist in Ben 10: Ultimate Alien, and Ben 10: Omniverse. He is a former superhero who became a supervillain who tries to destroy Ben Tennyson so he can became famous again.


Carl Nesmith, despite being a superhero in his prime, is extremely arrogant, uncaring and self-absorbed. Unlike most superheros, he cares little about actually saving and helping people and only seeks to receive attention and fame even at the cost of others, specifically Ben Tennyson. Despite this, Captain Nemesis chose to portray Ben Tennyson as being misguided instead of a delinquent when his assistant labelled him as such.


Carl Nesmith is a superhero even before Ben 10. He uses his technology to build himself a supersuit to counter his enemies. However, he is revealed to be a fraud as he stage up incidents to get fame for his heroic actions. Some implied that he was a true hero in the past.

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 attempts to be friendly toward Ben by challenging 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 asks 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 he says if he wants to defeat Ben Tennyson, he needs more power, His assistant Simons tells him not to do it, saying that this would be a mistake. Simons also says that working alongside with Captain Nemesis was the greatest honor of his life and begs him not to do it, but Nemesis refusea and yells at him to leave, upsetting Simons so much that he obeys his boss's orders and walks away. Nemesis tells 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 finally snaps at Ben, expresses his disgust and disillusion towards Tennyson, unable to 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 anymore so he defeated Nemesis by ruthlessly punching him several times, Water Hazard then transforms 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 his actions, and his popularity was lost as well.

Carl Nesmith makes his return in Catch a Falling Star, Jennifer Nocturne helped him to escape prison and also bring him a gauntlet from his old armor, and Carl Nesmith wanted revenge on Ben Tennyson for ruining his life. Nesmith took Jennifer to a Motel and Jennifer Nocturne dyed her hair black when she and Nesmith were there. Later, Carl Nesmith battles Ben to a hand-to-hand fight, but Nesmith was losing. Later, Carl Nesmith and Jennifer Nocturne went to a vet to meet veterinary named Dr. Pervis to give him plastic surgery, After Dr. Pervis finished Nesmith's plastic surgery, Nesmith killed Dr. Pervis and put him in a cold room.

Powers and Abilities

Carl Nesmith possesses no natural superpowers. Instead, he wears a battlesuit that he gains power from:

  • Enhanced Strength: His suit gives him an unknown degree of enhanced strength.
  • Enhanced Durability: The armor on his suit protects him from any physical damage.
  • Flight: His suit can be equipped with jet boosters that allow him to fly with increased speed.
  • Energy Beams: He can project and harness yellow energy beams from his gauntlets. One laser blast can kill a human with just one shot.


Carl Nesmith is useless without his armor.



  • Captain Nemesis is similar to Syndrome from the Incredibles. Both of them endanger civilians so that they can pretend to be superheroes. Neither have superpowers but their technology and intellect allows them to be a threat to those that DO have superpowers. However, in an inversion of the character, Captain Nemesis was Ben's idol while Mr. Incredible (the main character of the Incredibles) was Syndrome's idol as a child.
  • Captain Nemesis also has some similarities to Marvel's Tony Stark/Ironman, being a business man who fights in an high-tech suit of armor that grants him superpowers, has a Jarvis-like butler in the form of Simon, and being immensely egotistical. His face pre-surgery even resembles Tony Stark's face.


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