Following the previous episode, George is suddenly confronted by Azmuth, who reveals that he built his sword, Ascalon. George leaves for Area 51, which he relocated and converted into a Forever Knight fortress, declaring that he will stop the Dagon. Azmuth then uses a simulation to tell Ben, Gwen, and Kevin the origins of Ascalon. Centuries ago, Azmuth and his lover Zennith lived on Primus, where Azmuth was seeking to understand the fundamental forces of the universe. Azmuth ultimately developed Ascalon to manipulate reality itself, but Zennith left him out of disagreement with his irresponsible behavior. Later, an Incursean stole Ascalon seeking to use it for battle, but instead accidentally destroyed his entire home planet. Azmuth retrieved Ascalon and swore to devote himself to peace. He then gave the sword to George in the year 1131 for him to use to defeat Dagon. Azmuth then admits that he developed the Omnitrix not only for the purpose of galactic peace and empathy, but also in the hopes that Zennith would notice.