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You are a slightly larger speck than the other specks infesting this world. But still, you are beneath my notice.
~ Diagon to Ben (as Ultimate Way Big).

Diagon is a major antagonist in Ben 10: Utlimate Alien, serving as the overarching antagonist of Season 3. He is an extra-dimensional demonic entity who took a form of a dragon during medieval times.

Diagon is the worshipped deity of two modern day religious cults known as the Flame Keepers' Circle and the Esoterica who believed that he is an extra-terrestrial bring who had visited Earth many years ago and gave humans advanced technology. He is believed to have sworn to come back to Earth and bring the "Golden Age". He said he will bring alien tech so Earth would have no war, no disease, just peace. Vilgax was mistaken for and later pretended to be Diagon in "The Flame Keepers' Circle".

In fact, Diagon is an extra-dimensional demonic entity who is at least 1,700 years old and have tried to invade this dimension with help from many Lucubras during Earth's medieval era. He was banished back to his dimension when Sir George defeated him by cutting out his heart with Ascalon, a powerful weapon given to him by Azmuth centuries ago.

He was voiced by John DiMaggio, who also played Bender in the Futurama franchise, Dr. Drakken in Kim Possible, the Joker in Batman: Under the Hood, and Don Vito in the show Celebrity DeathMatch.


Diagon is a very arrogant and treacherous being who is shown to be excessively manipulative and power-hungry. 

Due to the fact that he himself is power, Diagon sees himself as a very godlike and invincible being who deserves to rule all with his mind control. 

Diagon talks down to all others as if they are merely nuisances or specks (even referring to some as such). 

Diagon does have a sense of honor to the strong and a sense of caution in dealing with them. He addresses Sir George as "George the Triumphant", due to his past victory against him. He also seems to respect Gwen Tennyson, or at least her power. He sent Vilgax to deal with Sir George and Ben]] due to the danger that George presented to him. 


Diagon is shown to look similar to Vilgax's true form; a giant squid as Ben finds Vilgax in the secret room inside headquarters of the Flame Keepers Circle to whom the members of the cult worship as the Knowledge Bringer. But later in A Knight to Remember, Diagon took control of Gwen and uses her to communicate with Ben that Vilgax will attempt to steal the source of his strength, his heart.

After that, Driscoll tells Ben that when the First Knight fought Diagon, he reveals that Diagon's true form is somewhat like a Dragon. Diagon scares Gwen as seen in A Knight to Remember, and scared Ben, Gwen, and Kevin into demanding Azmuth to get them away in Solitary Alignment. Azmuth and Sir George do not seem to be scared of Diagon. They have probably gotten used to the sight of it.

Though he looks like Vilgax's true form that has the appearance of an octopus, Diagon is in actuality, a powerful demon, not an alien.


in "The Flame Keeper's Circle", Diagon was first introduced and his appearance was revealed in a craving at the headquarters.

In "A Knight to Remember", Diagon took control both of Gwen and Winston.

In "Solitary Alignment", his shadow was seen in a flashback.

Diagon's voice was heard in "The Enemy of My Frenemy", being called by the name Old One, a being who can bring dead people back to life. Charmcaster gave him six hundred thousand souls (from every living thing in Ledgerdomain except herself) and in return, asked to bring her father back to life. Spellbinder disapproves her attitude saying that his daughter became a worse tyrant than Adwaita ever was. Spellbinder says that he can't stay in Ledgerdomain knowing that his life was bought by the cost of so many others and decides to leave again. Charmcaster says no, but Spellbinder returns to the dead and the Diagon makes all souls return to their bodies, saying that "such is the way of magic".

In "The Beginning of the End", his voice was heard again when Sir George demand to face him instead he summoned Vilgax his Herald.

Diagon's World

Diagon's World

In "The Ultimate Enemy: Part 1", the Seal was finally broken, allowing Diagon to return to Earth's dimension from his own home dimension.

In "The Ultimate Enemy: Part 2", Diagon fights against Ultimate Way Big and defeats him with acid rain, later Diagon is absorbed by Vilgax. At the end of the episode, Ben used Ascalon to defeat Vilgax and in consequence absorbed Diagon, his power transformed into the form of a star because of Azmuth.

Powers and Abilities

Dragon was an extra dimensional demonic entity whose demonic powers made him appear to be a deity in the eyes of many. His entire physical form was actually composed of demonic power.

  • Near-Immortality: He is ancient powerful demon who is nearly invincible. He can only be truly harmed by the Ascalon.
  • Superhuman Strength: He is also superhumanly strong, being able to restrain Way Big easily.
  • Regeneration: He regenerated from a lost tentacle and cuts forms he Ascalon in a few seconds.
  • Metamorphosis: He can shape shift into any form he chooses. His main form seems to be a gigantic octopus levitating. He had even taken the forms of a dragon and even reduced his size to fight Way Big.
  • Heat Vision: He can fire intense heat blasts from his eyes.
  • Inter-Dimensional Travel: He could travel between dimensions.
  • Psychokinesis: He has mind control powers, although his mind controlling powers can be blocked via metallic protection covering a living being's head.
  • Power Bestowal: He can bestow his Heralds with demonic power. This act amplified Vilgan's already immense physical powers.
  • Reality Manipulation: He could warp reality to an extent. He transformed almost everyone on earth into Esoterican Soldiers in an instant. He could even grant wishes with the right sacrifices. He was going to resurrect Charmcaster's dad in exchange for the payment of the souls of Legerdemain. He even caused it to rain fire drop son Way Big so as to defeat him.


  • Power Drain: Diagon's entire being is power, which makes him vulnerable to having his power (and thus himself) absorbed by another.
  • Metal: Diagon's mind control can be blocked with metal. Since Sir George's helmet wa metallic, it explained how he was immune to Diagon' psionic power.
  • Laws of Magic: He is also bound to the rules of magic, shown when returning the payment of the souls of Ledgerdomain when a bargain had been refused.
  • Ascalon: The Ascalon is the only known wieldable weapon that could penetrate his invincibility and harm him.
  • Arrogance: Due to his vast demonic power, he could easily underestimate his foes. This weakness was exploited by Vilgax.



  • Diagon is based on the works of H.P. Lovecraft:
    • He is named after the mythological Dagon, a deity in multiple polytheistic religions (Semitic grain and fish god and a major member of the Philistine Pantheon), better known in popular culture for his portrayal in the Cthulhu Mythos, which led to the popular image of Father Dagon as an incomprehensible, alien deity.
    • Diagon shares some similarites with Cthulhu: both are supernatural aliens, both have mind controling powers and both look like an octopus.
    • Diagon's relationship with the Flame Keeper's Circle and the Esoterica may be based on the Church of Starry Wisdom that worships the Haunter of the Dark, an avatar of Nyarlathotep, and the Esoteric Order of Dagon who worshipped their namesake god.
    • Diagon has been confirmed in the credits of The Enemy of My Frenemy as "The Old One" by Charmcaster which references primarily the Great Old Ones from the stories of H.P. Lovecraft. It may also be a nod to the Old One from the videogame Demon's Souls and the Old Ones from the Justice League animated series.
    • Diagon's dimension is presumably based on the sunken city of R'lyeh.
  • When Diagon was first mentioned, it was said that he looked like a giant squid like Vilgax, but then to relate back to George's character was said that he was a dragon.
  • Diagon's World

    Diagon's World

    In A Knight to Remember when Vilgax obtained Diagon's heart, Diagon made Vilgax go to his dimension.
  • Diagon having no heart is similar to Davy Jones (Pirates of the Caribbean) having no heart either. In addition, both hearts are artifacts of immense power.
    • Also of note is the fact that Davy Jones, particularly his head, also slightly resembles a squid.
  • Diagon's dragon form is similar to that of Malchior of the Teen Titans animated series.
  • Though many believe Diagon to be an alien, he is in actuality a powerful demon.
  • While fighting Ultimate Way-Big in the water, he was about the same size as him with longer tentacles.


           Ben10Title Villains

Main Villains
Vilgax | Aloysius Animo | Hex | Zs'Skayr | Highbreed | Aggregor | Maltruant | High Override

The Faction
Khyber | Malware | Dr. Psychobos | Khyber's Panuncian | Ultimate Panuncian

Charmcaster | Michael Morningstar | Addwaitya

Argit | Looma Red Wind | Skurd | Great One | Mr. & Mrs. Mann | Camille's Ex-Boyfriend | P'andor | Sunny | Prisoner 775 | Chronian | Limax

Forever Knights
Forever King | Driscoll | Enoch | Joseph Chadwick | Sir George | Sir Morton | Winston | Forever Ninja

DNAliens | Mizaru | Simian

Negative 10
Rojo | Clancy | Sublimino

Flame Keepers' Circle
Diagon | Conduit Edwards | Esoterica

Circus Freaks
Zombozo | Acid Breath | Frightwig | Thumbskull | Zombie Clowns

Incursean Empire
Milleous | Attea | Raff

Bounty Hunters
Sixsix | Sevenseven | Eighteight | Synthroid | Sunder

Zs'Skayr Minions
Dr. Viktor | Yenaldooshi | Mummy | Crujo | Lord Transyl | Corruptura

Octagon Vreedle | Rhomboid Vreedle | Isosceles Right Triangle Vreedle

The Hive
Elena Validus | Nanochips | Decoy Queen

Psyphon's Gang
Psyphon | Bug-Lite | Bubble Helmet | Liam | Gorvan | Sweet-Eels Sparklefunk | Tummyhead

Fistrick's Gang
Hoodlum | Fistina

Proctor Servantis | Phil Billings | Swift

Captain Nemesis | Kangaroo Kommando | Will Harangue

Kevin 11,000 | Sploot | Subdora

Evil Bens
Eon | Albedo | Bad Ben | Mad Ben | Nega Ben

Other Villains
Blue Leader | Collectimus | Heatbat | Hulex | Jonah Melville | Kolar | Captain Kork | Kundo | Mr. Beck | Morgg | Mutant Reptile Leader | Mutant Seagull | Nyancy Chan | Poltroon | Red Leader | Seebik | Solid Plugg | Trumbipulor | Violet Offenders | King Xarion

Slix Vigma | Computron | Stalker

Nemetrix Aliens
Buglizard | Crabdozer | Hypnotick | Mucilator | Omnivoracious | Slamworm | Terroranchula | Tyrannopede | Vicetopus

Kevin Levin | Devlin Levin | Zed | Blarney T. Hokestar

Crossover Villains
Alpha | Black Knight | V.V. Argost

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