Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Carl Nesmith
General Information
Species Human
Home World Earth
Residence Nemesis Tower
Age 35
Status Alive
Occupation(s) Superhero (formerly)
Super Villain
Dimension Number 1
Powers and Abilities
Powers Enhanced Intelligence
Abilities Expert Businessman
Equipment NEMESIS Armor MK III
Current Alias Overlord
Other Alias(es) Captain Nemesis
Voice Actor Christopher McDonald

Carl Nesmith, formerly known as Captain Nemesis and simply Nemesis, currently known as Overlord, is a Human from Earth. A famous American superhero and one of the wealthiest persons on the planet, Nesmith's irrational jealousy and hatred towards Ben Tennyson turned him to villainy.


Carl Nesmith looks like a man in his early thirties, bearing an uncanny resemblance to Marvel Comics' Tony Stark. He has a fit physique, black hair and brown eyes, with a small mustache. Nesmith prefers to dress in classy businessman suits and yellow shades.

Powers and Abilities


  • Enhanced Intelligence: Nesmith possesses a genius-level intellect, having multiple degrees in engineering, graduating from MIT at the age of 19. Soon after, he constructed his first suit of armor, using spare parts from vehicles he found in the nearby junkyard.


  • Expert Businessman: Nesmith has managed to build and retain an enormous multibillion dollar empire. He has gained great respect in the business world, an advantage he uses to its full potential. He is savvy enough to keep the 'villain with good publicity' act going, planning several steps ahead and dealing with any threat that could tarnish his reputation as soon as possible, leaving no traces behind.


  • NEMESIS Armor MK 0: This is the first suit of armor that Nesmith built. It was large and cumbersome, having severe mobility issues and limited weaponry. It was destroyed during his second battle with The Overruler. Nesmith keeps a copy of this armor in the Hall of Armors in Nesmith Tower.
  • NEMESIS Armor MK I: This is Nesmith's most iconic suit of armor and the first one to feature the orange color scheme. It was used throughout his superhero career. Nesmith keeps a copy of this armor in the Hall of Armors in Nesmith Tower.
  • NEMESIS Armor MK 1.5 (nicknamed Overlord Armor MK 0): This is the suit of armor Nesmith used against Ben Tennyson in Hero Time. It was the first suit of armor Nesmith used while in his Overlord alias.
  • NEMESIS Armor MK II: This is the suit of armor Nesmith used while on the Vengers team. When wearing the MK II, Nesmith simply called himself Nemesis. Nesmith keeps a copy of this armor in the Hall of Armors in Nesmith Tower.
  • NEMESIS Armor MK III (nicknamed Overlord Armor MK I): This is a new prototype suit of armor Nesmith is currently testing. Unlike the previous models, this armor replaces the iconic orange color with a chrome finish. Another innovation is the addition of a faceplate, consisting of two pieces that can retract, revealing Nesmith's face. The chest piece has a glowing sky blue arc reactor, with an 'O' logo present on it, indicating that Nesmith has officially accepted his new alias of Overlord. The suit can be easily disassembled and stored within a suitcase for comfortable transportation.
  • NEMESIS Armor MK IV (nicknamed Overlord Armor MK II): Unknown.


Ben 10: Omnitrix Unlimited




Overlord Volume 1

An American hero reborn! Carl Nesmith is back, with a new suit, new alias and new outlook on life! After a fallout that almost cost him his reputation, Carl took it upon himself to rise up from the ashes of Captain Nemesis and emerge as Overlord, Bellwood's champion and protector! Facing vile villains like The Loquacious Looter and misguided superpowered teenagers like Ben Tennyson, Carl defends mankind from evil in the name of truth, justice and the American Way!

Overlord Volume 1 1


  • 20 action packed pages, illustrating Carl's return as Overlord, as well as his first fight against The Loquacious Looter.
  • Reprint of Stories to Surprise #78, Carl's first appearance as Captain Nemesis.
  • Reprint of Captain Nemesis Adventures #1, Carl's first solo comic book.
  • Reprint of Captain Nemesis: Centurion of Mankind, the critically acclaimed one-shot offering a closer look at Carl's life as a hero.
  • Exclusive interview with Carl Nesmith, hosted at the newly rebuilt Nemesis Tower.
  • Concept art of Overlord's new armor design.
  • And much more!

WRITTEN BY Brandon Raphael Rysis


PRICE: $4.99


Ben 10: Omnitrix Unlimited
Ultra3000 (Creator) - UltiVerse (Co-Writer)
Ben Tennyson - Gwen Tennyson - Kevin Levin - Rook Blonko
Dimension 1
Albedo - Eon - Faction (Doctor Psychobos - Khyber - Khyber's Anubian Baskurr) - Maltruence - Overlord
Sapient Transformations
Dimension -1
Dimension 1
Alien X - Alien XIII - AmpFibian - Arctiguana - Armodrillo - AssassinTen - Astrodactyl - Atomix - Ball Weevil - Big Chill - Blitzwolfer - Bloxx - Brainstorm - Bullfrag - Buzzshock - Cannonbolt - ChamAlien - Chromastone - Clockwork - Cloud 10 - Crashhopper - Decagon Vreedle - Diamondhead - Ditto - Eatle - Echo Echo - Eye Guy - Façade - Fasttrack - Feedback - Four Arms - Frankenstrike - Ghostfreak - Goop - Gravattack - Grey Matter - Gutrot - Heatblast - Humungousaur - Jetray - Jury Rigg - Kickin Hawk - Lodestar - Metashift - Mole-Stache - Nanomech - NRG - Pesky Dust - Persuader - Portaler - Pursuant - Quantum - Rath - •REC - Ringmaster - Ripjaws - Rocks - Rookie - ɿoɿɿiM - Sandbox - Scorch - Shellhead - Shocksquatch - Shroud - Skidmarx - Slick Stick - Snakepit - Snare-oh - Spidermonkey - Spitter - Squidstrictor - Stinkfly - Swampfire - Terraspin - The Most Useless Alien Of All Time - The Worst - Toepick - Under the Skin - Upchuck - Upgrade - Vaccine - Walkatrout - Water Hazard - Way Big - Whampire - Wildmutt - Wildvine - Wither - XLR8 - Yin Yang
Ultimate Arctiguana - Ultimate Big Chill - Ultimate Cannonbolt - Ultimate Diamondhead - Ultimate Eatle - Ultimate Echo Echo - Ultimate Goop - Ultimate Gravattack - Ultimate Heatblast - Ultimate Humungousaur - Ultimate Rath - Ultimate Spidermonkey - Ultimate Swampfire - Ultimate Water Hazard - Ultimate Way Big - Ultimate Wildmutt
Dimension 7
Bro Chill - Hawk Bro - Mixtape Bro
Dimension 12
Dimension 23
Alien 13 - Barnacle Man - Brainicrab - Clockwork - Frog Meister - Moth Man - Nuke-In-A-Box - Pile-o'-Goo - Plantfire - Speedraptor
Super Awesome Plantfire
Dimension 67
Alien ΙΓ - Diamondhead
Dimension 99
Blaze - Bloodstrike - Chamolizard - Clockwork - Fastah - Living Amplifier - Rage - Spider-Mankey - Stinkplant
Superior Living Amplifier
Dimension 131
Dimension 616
Dimension 999
Scream - Shredd - Slasher - Sludge
Dimension 2030
Diamond Arms (Diamondhead - Four Arms) - Ghostgrade (Ghostfreak - Upgrade) - Snarevine (Snare-oh - Wildvine) - XLR-Wolf (XLR8 - Blitzwolfer)
Dimension 3000
Chemix - Crystal Rock - Crystalshard - Shriek
Non-Sapient Transformations
Dimension 1
Apex - Bloodmarsh - Buglizard - Bulletshark - Bypass - Crabdozer - Dead End - Demonisher - Disbatch - Duplicat - Electriskull - Exhairvator - Feralscreech - Highlight - Hypnotick - Mucilator - Mycetopathia - Nightscare - Omnivoracious - Primental - Sheargas - Slamworm - Smoother - Soulpiercer - Stickup - Tearaway - Terroranchula - Toxisludge - Tyrannopede - Upsurge - Vicetopus
Ultimate Hypnotick - Ultimate Panuncian
Season 1 Episodes
An Unexpected Upgrade - Welcome To College, Rook - It's...Echo Echo Time! - Time To Go Useless - Anger Management - You Are Begging For Trouble - The Negative Effect - A Day in the Life of A Hero - Highbreed Invaded: Part 1 - Highbreed Invaded: Part 2
Season 2 Episodes
99 For A Change - Ben Quest - Ben 10: Across the 23rd Dimension - F.A.I.L. - Lights Out - Catfight...Again?! - Mind Over Matter - I Hate Time Travel - Forever Lost - No Hope - The End of Time