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Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity
This article is about the movie. You might have been looking for the short.

Ben 10: Destroy All Aliens is the fourth movie in the Ben 10 franchise, released on March 23, 2012. It is also the third movie and the first CGI movie of the Original Series, serving as an epilogue as well.


Ten-year-old Ben Tennyson is finally back from his summer vacation... and his life is a mess! Humiliated by his teacher, grounded by his parents, and cursed with a malfunctioning Omnitrix that's vaporizing his homework, Ben seizes an opportunity to "get away from it all" by exploring the galaxy with his alien buddy Tetrax. However, he quickly finds himself crashing back to Earth in alien form and unable to turn human again! To make matters worse, Ben soon encounters a deadly Mechamorph Warrior - just like Ben's Upgrade alien, but armed with explosive high-tech armor and a single-minded goal to destroy all aliens! As Grandpa Max, Gwen and Tetrax race to track him down, Ben's battle with the Mechamorph Warrior takes them to the Omniverse - a strange world that exists within the Omnitrix itself - and a deadly battle with an evil version of Ben's most powerful alien of all: the hundred-foot-tall Way Big! But little does Ben know that neither the Mechamorph Warrior nor the Evil Way Big are exactly what they seem![merch 1]


The movie begins with the Tennysons pursuing a runaway urban assault vehicle through the streets of Bellwood. The vehicle evades the police vehicles and causes destruction through firing missiles that take down buildings. The Rustbucket catches the vehicle, but the vehicle aims a cannon at the Rustbucket. The Tennysons flee from the vehicle and the Rustbucket stops due to its tires being popped. Ben tries to use the Omnitrix, but Max stops him from transforming into an alien form. Max shoots at the vehicle and Ben transforms into Upgrade anyway. Upgrade goes to attack the vehicle, but Gwen stops him with magic as she believes her magic would do a better job than Upgrade's Technopathy. They begin arguing until Upgrade pretends to agree with Gwen, but he merges with the vehicle when she releases him. He accidentally upgrades its weaponry but maintains control until Gwen suddenly casts a dismantling spell on the vehicle, which electrocutes Upgrade and causes the vehicle to fall apart; this also almost kills Gwen and Max. Upgrade comes out of the pieces and reforms but is jolted by the spell before suddenly reverting back to Ben. Gwen frees Max from the wreckage and while Max is shown to be okay, Ben and Gwen argue over who caused the destruction. Max tells them to stop as the danger is over and everyone is okay. They walk away, not noticing the Omnitrix crackling with pink energy from the spell that causes green energy to surge within the dial.

Later, Ben is seen riding on his hoverboard through a green-colored Bellwood, which he finds abandoned. He stumbles across a figure at a dark corner who he believes to be Max. The figure ignites, revealing itself to be Heatblast, and attacks Ben. Ben escapes, only to then be attacked by Four Arms, Stinkfly, Diamondhead, Wildmutt, and Upgrade. Ben manages to get away from all of them, but the ground collapses and he is grabbed by Way Big who demands his homework. Ben wakes up to find his teacher asking the same question. Ben tries to submit the homework into his teacher, but the moment his teacher touches it the Omnitrix flashes, and the homework disappears. The class is dismissed, and the teacher assigns Ben a history report. When the teacher grabs Ben's planner and looks through it, he finds an unflattering picture of himself in it, due to which Ben ends up in detention.

At his locker, Ben laments that he isn't going to save the world anymore when Cash and JT appear and close him in his locker. Ben attempts to transform into Four Arms, but he transforms into Heatblast instead. Heatblast then breaks out of his locker, causing the fire alarm to go off, and flies home. While inside of his house, Heatblast hides in his bedroom when his parents Carl and Sandra arrive. Fortunately for him, Heatblast reverts back into Ben just in time, but his parents noticed that there are burnt footprints on the carpet leading to his room and ground him when he can't come up with an explanation. Ben states that he is supposed to go fishing with Max, but his parents stick to the punishment, as they believe that missing one trip with his grandfather won't be a big issue since he spent the whole summer with him. Afterwards, Ben calls Max in the hopes that he's needed to save the Earth and reveals he wishes he was still on summer break fighting aliens around the country, but Max won't help him as he doesn't want Ben to push away his family like he almost had with Ben's father when Max was still fully active as a Plumber.

Ben tries to write his report about the age of exploration when the Omnitrix flashes and his laptop disappears. Ben believes his Omnitrix has vaporized it, but he doesn't think much of the incident He calls Gwen and attempts to deceive her into helping him with his report, but Gwen refuses and hangs up her phone. Suddenly, a crystal flies through the window and Tetrax arrives. As Ben and Tetrax fly away on their hoverboards, Tetrax says that he received a message from Azmuth, saying that he needed to meet with Ben. Ben is excited to go. Ben and Tetrax fly into a forest and head to where Tetrax's ship is parked. Tetrax is surprised that Azmuth isn't there. The Omnitrix starts to flash, arousing Tetrax's suspicion, but Ben flies off to look for Azmuth. On the road, the Omnitrix makes a bright flash.

A truck heads towards Ben, but Ben crashes his hoverboard and the Omnitrix zaps the truck, which veers into the forest. Ben runs to it, but a branch falls on him and traps him. Ben then sees a To'kustar and it tries to step on him, but Tetrax stops it and frees Ben. Ben tries to transform into Way Big, but he transforms into Stinkfly instead. Tetrax says to Stinkfly that the fin on the To'kustar is its weakness, and they attack the large alien. Stinkfly flies to the Tokustar's head, but the Omnitrix times out early and Stinkfly reverts back into Ben and falls. Ben grabs onto the fin and the Omnitrix flashes, causing the To'kustar to then disappear. Ben falls to the ground, but Tetrax manages to catch Ben. Meanwhile, Gwen and Max are ready to leave and go fishing when Carl calls Max and says that Ben is gone. Max tells Carl that he'll find him. Back in the forest, Tetrax thinks that the To'kustar is connected to Azmuth and Ben says that they should search for Azmuth. After they enter into Tetrax's ship, Tetrax activates a setting on the Omnitrix, but he won't tell Ben about what it is. The ship takes off and Ben is excited to be on an adventure. The ship is shot in the atmosphere and then a hole opens, and Ben is sucked out. Ben falls to Earth and transforms into Diamondhead just at the right time. After landing on the ground, Diamondhead has no idea where he is located.

Meanwhile, in the Rustbucket, Gwen tries and fails to track Ben, only getting as far as the forest. They search through the forest and perceive Tetrax's crystals and the abandoned truck. Gwen casts a spell on the truck and reveals it to be a ship. Afterward, Tetrax's ship lands on the ground and Tetrax begins to speak to Max and Gwen. As Diamondhead is walking down the street, the Omnitrix times out and Diamondhead transforms into Four Arms instead of reverting back into Ben. Four Arms arrives at Stonehenge and he then is attacked by a Galvanic Mechamorph named Retaliator. Retaliator says that he is looking for an alien and Four Arms and Retaliator engage in a fight, but Retaliator can teleport. Stonehenge starts to topple, but Four Arms catches it, and Retaliator says that it is a Galvan practical joke. Retaliator grabs Four Arms, but Four Arms throws him off and Retaliator morphs into a mechanical warrior. Retaliator keeps demanding an alien and Four Arms knocks him away, but he teleports back and attacks Four Arms. His missiles carry Four Arms into the sky, but he figures out how to control his flight and flies back to Retaliator. Retaliator flies to meet him and shoots him, but Four Arms throws the missiles at Retaliator, and they cause an explosion. Four Arms jumps onto Retaliator, and they crash into the ground. Retaliator says that he shot down Tetrax's ship and blasts Four Arms away. Four Arms mentions Azmuth hand Retaliator asks what he knows of him. Four Arms and Retaliator keep fighting as Retaliator continues to demand information. They destroy Stonehenge and Four Arms swats Retaliator away before he transforms into Upgrade again.

Retaliator appears and is confused to see Upgrade and he asks where Four Arms went. Upgrade pretends to not know, but Retaliator decides to interrogate him. They teleport away and end up in Rio. Retaliator says that Upgrade caused his teleporter to malfunction and then he shocks Upgrade and interrogates him. They teleport again and land on the pyramids on Egypt. Retaliator says that they were made by Tetramands, but Upgrade transforms into Stinkfly and escapes from Retaliator's grasp. After attaching Retaliator to the pyramid with his slime, Stinkfly tells him about the Omnitrix, but Retaliator doesn't believe him. Retaliator chases him and shoots Stinkfly, which knocks him out of the sky. Retaliator and Stinkfly then teleport into Bellwood and land on a building. Meanwhile, in the forest, Tetrax explains what happened to Max and says that he altered the Omnitrix to keep Ben from reverting back into normal. Max is furious about what has happened and Gwen says that Azmuth might be able to find Ben and says that the ship is his. They enter into the ship while Retaliator chases Stinkfly around the city and shoots at him. Retaliator projects water at Stinkfly that knocks him into a building, but Heatblast emerges from the building and flies to attacks Retaliator. Retaliator freezes Heatblast and grabs him with giant tweezers. While dangling him off of a building. Retaliator asks Heatblast where to find the To'kustar. Heatblast says that he disappeared, but Retaliator doesn't believe him. Luckily, Heatblast transforms into Grey Matter and escapes from Retaliator's grasp.

Max, Gwen, and Tetrax look on Azmuth's ship and Gwen discovers Azmuth's journal. It states that Azmuth was tracking a malfunction in the Omnitrix and Gwen plays a video of Azmuth disguising the ship when a flash of light knocks it into the forest. The To'kustar from earlier appears and walks away. Tetrax recognizes the To'kustar, but Retaliator teleports into the ship and aims a gun at the three. Retaliator says that Azmuth is dead and plays the video of the To'kustar crushing the ship. After Retaliator asks for the To'kustar, Tetrax attacks him and pins him to the ship. Max asks where Ben is and displays an image of the Omnitrix. Retaliator asks what it is, and the ship's self-destruct activates. Retaliator teleports away and the ship explodes. Fortunately for the three, Gwen shields the others with her mana and Max says that they need to find Ben. Gwen is able to sense him and says that he's close. Grey Matter arrives to his house and opens the door. Sandra and Carl see him and panic. Sandra attacks Grey Matter and throws him back outside, but Grey Matter lands and transforms into Diamondhead. Sandra faints and Max stuns Carl with a weapon. After Tetrax returns the Omnitrix to normal, Retaliator arrives and grabs Diamondhead with a rope. Retaliator shoots Max and Diamondhead reverts back into Ben, confusing Retaliator. The Omnitrix starts to crackle, and Gwen realizes what is happening. She runs to Ben before the Omnitrix flashes and everyone disappears except Max, Ben's parents, and the Omnitrix. Afterwards, Gwen and Tetrax find themselves in Bellwood.

They look around and do not anything. A voice says that they are on Earth and a screen appears, floating in the street. Ben and Retaliator are on a crystal world and Ben tries to transform, but he sees that the Omnitrix is gone. When Ben explains what it is, Retaliator attacks him due to believing that he was the To'kustar. Suddenly, Ben and Retaliator are then attacked by a swarm of Lepidopterrans. Retaliator flees and drags Ben along while attacking the swarm. The swarm then flies away and Gwen casts a spell that says that they're inside of the Omnitrix. Gwen and Tetrax then are attacked by a swarm of Vulpimancers, but Tetrax grabs Gwen and flees on a crystal "hoverboard". The Vulpimancers chase them around the city and Gwen casts a spell that sends them onto a building. The Vulpimancers follow and they run on Tetrax's crystal board. They leap off of the building and Gwen casts a spell that teleports them away, leaving the Vulpimancers to fall to the ground and disappear.

Meanwhile, Retaliator asks Ben is he used the Omnitrix to transform into the To'kustar, but Ben says no, and Retaliator doesn't believe him. Tetrax and Gwen arrive and Tetrax is shocked to find himself on Petropia. Gwen says that it isn't really Petropia and that it is only a simulation in the Omnitrix. Gwen thinks that the Omnitrix may have scanned them, and Ben realizes that they're stuck. Retaliator flies away with Ben, but Gwen catches him in an energy bubble. Tetrax cuts Ben away from Retaliator. Retaliator tries to teleport, but he fails and reveals that he is Azmuth's father, whom he hasn't seen for thousands of years until he suddenly returned home. Ben realizes that he reminded Azmuth of the importance of family and Retaliator tried to contact him when he left for Earth, but only received the video of the To'kustar crushing him. Retaliator took it upon himself to get revenge on the To'kustar, arriving in Bellwood and shooting down Tetrax, believing him to be the To'kustar. Ben realizes that the Omnitrix probably scanned the To'kustar and that it is probably in there with them. The floor starts to crack, and Ben sees his homework and laptop inside of the ice. The To'kustar bursts from the ground and Retaliator attempts to attack it, but Gwen stops him. Retaliator ties her and Ben together and they slide away and fall off of a cliff, but land safely below. Gwen realizes that he dismantling spell is what broke the Omnitrix and she still hopes to escape, but Ben doesn't think that they can.

They fly back to the battle and Gwen thinks that magic and Upgrade caused the problem, so they can also fix it. Gwen intends to use Retaliator, who is fighting the To'kustar with Tetrax, instead of Upgrade. The To'kustar falls down and Gwen casts a spell on Retaliator, which causes him to bring everyone out of the Omnitrix. After Max tries to fix the Omnitrix in the Rustbucket, he makes it outside just in time as the Rustbucket is destroyed by the To'kustar. Ben sees the Omnitrix on his wrist and realizes that Gwen's plan worked.

The To'kustar stomps off and Retaliator follows. When Ben tries to transform, the Omnitrix flashes and projects a blast at Carl and Sandra, transforming Carl into Wildmutt and Sandra into Heatblast. Wildmutt attacks Ben while Heatblast attacks Max and Gwen. Retaliator attacks the To'kustar, but it throws him into a building. Tetrax distracts Wildmutt and Gwen saves Ben from Heatblast. Tetrax says that Ben's parents are disoriented, and Gwen realizes that the To'kustar must be Azmuth due to the fact that the Omnitrix transformed him in the same way as Ben's parents. Ben realizes that she is right and Tetrax tells Ben and Gwen to stop Azmuth and Retaliator. Ben transforms into Way Big and he grabs Gwen and walks to where Retaliator and Azmuth are fighting. Way Big grabs Azmuth and pulls him off of Retaliator. Way Big and Azmuth fight and knock down buildings. Gwen shields herself as the To'kustars fight and Way Big knocks out Azmuth, but Retaliator sees him and attacks. Way Big is sent flying and Gwen tells Retaliator that Way Big is Ben. Way Big explains that the other To'kustar is Azmuth, but Retaliator doesn't believe him and attacks. Way Big grabs him, but Azmuth attacks Way Big. Retaliator frees himself and attacks Azmuth. Way Big defends Azmuth as Gwen explains how Azmuth was transformed into an Evil Way Big.

Retaliator teleports away as Azmuth swats Way Big away and throws a building onto him. Retaliator attacks and Azmuth chases him. Afterward, Way Big tells Retaliator to aim for the fin by mistake, and Retaliator does. Way Big jumps in front and is hit in the find. Way Big is paralyzed and reverts back into Ben. Gwen falls, but lands safely as Retaliator and Evil Way Big fight. Gwen stops Retaliator from attacking and casts a spell to access Evil Way Big's mind and she tells him to fix the Omnitrix. Evil Way Big realizes who he and Retaliator are, and Retaliator does as well. Evil Way Big grabs Retaliator and merges him with the Omnitrix and fixes it. The Omnitrix flashes and Evil Way Big transforms back into Azmuth.

Azmuth says that the Omnitrix was overloaded with mana, confusing Gwen, who was ignorant at the time about her Anodite lineage, and that he came to Earth to fix the Omnitrix but was transformed into an Evil Way Big. Retaliator apologizes and Azmuth apologizes as well and says that his Mechamorph armor causes aggression. The armor comes off of Retaliator and reveals him to be a Galvan. Azmuth starts to go home, but Ben asks him to transform his parents back into normal. At Ben's house, Max and Tetrax are fighting Wildmutt and Heatblast. Retaliator merges with the Omnitrix and Gwen casts a spell that transforms Ben's parents back. Retaliator and Tetrax hide somewhere else as Carl and Sandra's memories have been affected so that they forget even grounding Ben, and they go inside after allowing for him to participate on a fishing trip with Gwen and Max. Retaliator removes off the armor and reveals himself to be Azmuth and has the real Retaliator in Ben's hands. They walk off, but Azmuth puts on the Mechamorph armor and merges with the Rustbucket in order to repair it. Ben says that he never should have run away. Later, Ben gives his report on the Age of Exploration as Tetrax leaves Earth. Later, the Tennysons are seen going another road trip when they are attacked by Dr. Animo and his giant mutant frog. The movie ends with Ben, Gwen, and Max running into battle.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]




Aliens Used[]

By Ben[]

  • Upgrade (x2; second time was an unintentional transformation)
  • Heatblast (x2; first time intended alien was Four Arms; second time was an unintentional transformation)
  • Stinkfly (x2; first time selected alien was Way Big; second time was an unintentional transformation)
  • Diamondhead (x2; second time was an unintentional transformation)
  • Four Arms (unintentional transformation)
  • Grey Matter (unintentional transformation)
  • Way Big

Dream Aliens[]

By Azmuth[]

  • Way Big (unintentional transformation)

By Sandra[]

By Carl[]

Spells Used[]

  • Mechanae discombobulus (x2)
  • Portallus projectum
  • Discombobulus negatum

Naming and Translations[]

Language Name Origin
Italian Ben 10 Destroy All Aliens Ben 10 Destroy All Aliens
Polish Ben 10: Zniszczyć Wszystkich Kosmitów Ben 10: Destroy All Aliens
Portuguese (Br) Ben 10: Destruição Alienígena Ben 10: Alien Destruction
Romanian Ben 10: Vânătoarea de Extratereştri Ben 10: Alien Hunt
Spanish (HA) Ben 10: Destrucción Alienígena Ben 10: Alien Destruction


Voice Actor Role(s)
Tara Strong Ben Tennyson
Sandra Tennyson
Meagan Smith Gwen Tennyson
Girl Student
Paul Eiding Max Tennyson
Dee Bradley Baker Stinkfly
Carl Tennyson
Cash Murray
Steve Blum Heatblast
Mechamorph Armor
Jim Ward Diamondhead
Richard McGonagle Four Arms
Ben's Teacher
Fred Tatasciore Way Big
Evil Way Big
Richard Horvitz Grey Matter
Dave Fennoy Tetrax
Dwight Schultz Dr. Animo
Adam Wylie JT
Robert David Hall Azmuth
Troy Baker Retaliator
Boy Student


  • There are a few references to Ben 10: Secret of the Omnitrix:
    • The ship Azmuth uses to get to Earth is the same one he used to get off of Xenon.
    • Gwen recognizes Azmuth's ship and the Resolute, having last seen both of them during the events of that movie.
    • Azmuth's father remarks that Azmuth mentioned meeting someone who reminded him of home and family, that person being Ben.
  • Ben recalls the time he and Gwen got sucked into a video game in Game Over.
  • The color of 10-year-old Gwen's mana is varying shades of glowing pink, magenta, and fuchsia. Her mana would remain in that color as she ages.
  • Azmuth foreshadows Gwen's being educated about her powers being made possible by mana. When she asks what mana is, he simply responds that she will figure it out someday.



  • The Omnitrix has two buttons to activate the dial throughout the entire movie.
  • When Upgrade reverts back to Ben, the Omnitrix stays green.
  • When Ben passes by the gas station in his dream, the Omnitrix is missing from his wrist.
  • When Grey Matter climbs down the Retaliator's body, the Omnitrix symbol is missing from his back.
  • Way Big is shown with his Alien Force/Ultimate Alien appearance instead of his Original Series appearance, and his Omnitrix symbol is black and green instead of grey and white.
  • The end credits misspell Heatblast's name as "Heat Blast".


  • The movie was originally called Ben 10: Alien Dimensions.[2]
  • In Ben 10 Returns: Part 2, Gwen said she had never used a tracking spell before. The events of the movie retcon that statement.[3]
  • Gwen reveals that Ben's favorite shirt is also his only shirt.
  • After the script for the movie was completed, a two-minute short was made to convince the network to greenlight the movie.
  • In Australia, Cartoon Network hosted a competition for two kids to have roles in the movie. These two characters appeared briefly before Heatblast burst out of school early on in the movie.
  • In India, a lucky draw was held to select two children to watch the premiere of the movie in Malaysia. The lucky draw was called "Wassup alien?".
  • According to audio commentary for the movie from the DVD:
    • All of the models for the vehicles and characters (including background characters) were taken from the Original Series, except for Way Big.
    • Ben and Gwen's models were completed about a year before production of the movie began.
    • Bellwood has a bluish tint in the opening scene because the Retaliator and Evil Way Big are both blue and the crew wanted to include a nod to them.
    • Live-action references were shot for certain scenes to help the characters emote more naturally.
    • The movie was originally written to be a 90-minute theatrical movie only for India, which later changed into a 45-minute TV special and a 90-minute TV movie, before becoming a 66-minute TV movie.
    • The majority of the movie takes place at night and early in the morning to justify the lack of background characters.
    • Most of the voice actors' lines were recorded in two days.
    • Bellwood's overall look was taken from its depiction in the Original Series, while interior locations were taken from Midwestern cities.
  • In earlier versions of the movie mentioned in the audio commentary:
    • The dream sequence with Ben and his aliens was the opening scene.
    • There were several lines that explained how and why Gwen's powers had developed since the end of the Original Series.
    • Tetrax contacted Ben because he wanted him to take part in an immersive training program in outer space. There were two scenes in this version of the script that showed Gwen handling crime in Bellwood without Ben's help as well as JT and Cash continuing to bully him, which would have motivated him to run away from home.
    • Many scenes were longer, including the fight scene between Four Arms and the Retaliator, which was three to four minutes longer than it was in the final version of the movie.
    • The movie was supposed to take place in Mumbai, before it was decided to make the movie more international. Gwen and Max would have traveled around the world to find Ben.
    • In a similar vein, after battling each other in Egypt, Ben and the Retaliator were supposed to teleport to Mumbai. This idea was scrapped as, in the real world, Mumbai always has crowds of people no matter what time of day it is, and the crew deemed it too expensive to animate so many background characters.
    • There was a sequence in the movie similar to the one in the development short but with a different character that ultimately did not appear in the movie.
    • When Gwen and Tetrax were in the Bellwood simulation inside the Omnitrix, they were supposed to run down an alley, after which Gwen would make a portal to escape. This was mostly kept in the final version, except Gwen and Tetrax ride on a crystal slide instead of running.
    • Carl as Wildmutt tore a hole in Ben's shirt, but it was scrapped because the crew didn't want to create another model for Ben.
    • During their battle, one of the Way Bigs was supposed to fall to the ground and miss Ben's school by inches, which would have been followed by a line from Way Big to the effect of "Another couple inches and I wouldn't have had to do that history report". This was scrapped as it did not make geographical sense.
    • When Gwen stood on Way Big, she did not make a force field to protect herself, which was changed at the request of one of the network's executives.
  • Prior to its release, the movie was originally non-canon,[MW 1] but was made canon in Omniverse.[DJW 1]
  • The scenes between when Ben gets grounded and when Tetrax comes to Ben's house were storyboarded by Aluir Amancio.[AA 1]
  • Derrick J. Wyatt believed that Undertown was created after Way Big's fight against Evil Way Big in the movie destroyed a large section of Bellwood. Alien workers were brought in to rebuild the city and these workers built a small camp underneath Bellwood that grew to the size of a city over the course of a few years.[DJW 2][DJW 3] However, Matt Wayne believes that Undertown is a recent settlement that was built because the events of The Ultimate Enemy: Part 2 may have made Earth more attractive to aliens.[MW 2]



Crew Statements[]

Matt Wayne[]

Derrick J. Wyatt[]

Aluir Amancio[]

Classic Continuity
Secret of The Omnitrix DVD Ben-10-race-against-time-umd-movie-psp-cover Ben10Alien Ben-10-Destroy-All-Aliens-post
Ben 10: Secret of the Omnitrix Ben 10: Race Against Time Ben 10: Alien Swarm Ben 10: Destroy All Aliens
Reboot Continuity
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Ben 10 Versus the Universe: The Movie
Ben 10 Episodes