Flash and his friends struggle to overcome Shadow's new Ultimate Alien form, and the Negative Ten run wild across Canterlot.
- All Your Base Are Belong to Us: The climax of the chapter has the Negative Ten attack Plumber Base. They ultimately defeat the heroes, forcing Flash, Trixie, Shining, and Azmuth to retreat.
- The Bad Guy Wins: The chapter ends with Shadow and the Negative Ten defeating the heroes in battle and taking over Plumber Base.
- Bring It:
- Ultimate Riot-Horn does this gesture at the start of the chapter when taunting the heroes.
- Flash as Dragoon tells the Negative Ten to bring it on when they invade Plumber Base.
- Darkest Hour: Shadow's new Ultimate Alien form proves to be too much for any of the heroes to handle, and he and his Negative Ten take over Plumber Base, forcing Flash, Shining, Trixie, and Azmuth to flee while the Rainbooms are captured.
- Dramatic Irony: Azmuth says that the Ultimatrix must come from a universe where he's a complete idiot, finding the idea of messing with the natural order of things to be trouble. Of course he is unaware that the Ultimatrix was actually created by his evil former student Albedo.
- I Will Only Slow You Down: At the end of the chapter when the heroes are forced to flee from Plumber Base in defeat, Azmuth can teleport them out but the damage that Shadow did to his remote makes it so it only works on him and anyone currently around him, which only includes Flash, Trixie, and Shining Armor. Flash looks over at the Rainbooms, and Twilight yells for him to get out before it's too late. So they are forced to leave them behind, with Flash promising to come back for them.
- Lock-and-Load Montage: While preparing to battle the Negative Ten, all of the Rainbooms gear up with Plumber weapons, in addition to Flash going alien, Trixie activating her powers, and Shining gearing up.
- Mythology Gag: Azmuth considers the evolutionary feature on the Ultimatrix to be "nothing but trouble".
- Out-Gambitted: In addition to overpowering the heroes, Shadow also anticipates everything they had prepared against him and his team, from giving Viral an immunity to the Plumber base's new firewall to removing the Ultimatrix's vulnerability to Azmuth's forced shutdown device.
- Removed Achilles' Heel: Azmuth reveals that he had developed a wand to shut off the Omnitrix in the event it ever fell into the wrong hands, and believed it could also work on the Ultimatrix. Unfortunately, Shadow expected this and altered the Ultimatrix so that it wouldn't be affected.
- Take That!: When Flash wonders what the Ultimate versions of some of his aliens might looks like, he wonders if any of them would just be a recolored version but quickly thinks something like that couldn't really be considered an Ultimate Alien. This is a dig at some of the Ultimates like Big Chill and Cannonbolt, which don't do much to differentiate from the originals outside of their different colors.
