New RAT omni 2 This article belongs to the Race Against Time timeline in the Classic Continuity

Ben 10: Race Against Time is the first live-action film based on the Ben 10 series. It premiered on November 21, 2007 in the US as a Cartoon Network original film.


At 2:59 a.m. in Bellwood, a mysterious figure appears out of thin air on the town's main street and immediately starts destroying things. Ben, in the form of Heatblast, confronts him. After a short battle, Heatblast seemingly obliterates the villain and reverts back into Ben.

Grey matter rat

Grey Matter in Race Against Time

The next morning, Ben goes back to school, and has trouble adjusting to a normal life again. After a bad day in which he gets bullied by Cash and J.T., and two girls he tried to flirt with earlier, this resulted in Grey Matter causing complete chaos at a diner where Doris Dalton works.

Later, he and Gwen go over some yearbook photos she took. In the background of one with Ben, Gwen enhances a blurred spot and reveals the same villain Ben defeated earlier. Grandpa Max identifies him as Eon, an alien the Plumbers captured almost two centuries ago. When he arrived, he was half dead and brought a device with him called the "Hands of Armageddon", which would open a time rift to the alien's home dimension and unleash his race upon Earth if activated.

The three Tennysons travel to a secret containment facility, where Eon is supposed to be kept in suspended animation, only to find it empty and his guardian aged to near-death. Before he dies, the Plumber warns Ben that Eon is after him. Traveling back to Bellwood, Max takes Ben and Gwen to the location of the Hands of Armageddon, guarded by the few remaining Plumbers ranging from Mrs. Dalton, Mr. Hawkins the postman, Fire Chief Whittington, and Principal Edward White.

Eon follows them and breaks into the facility, but cannot activate the device.



When Ben attempts to use the Omnitrix, it malfunctions, glowing purple, and refuses to activate. Eon attempts to kidnap Ben, claiming it to be a rescue, but Ben escapes. Eon manages to corner Ben, explaining that his race learned to control time itself, but trapped themselves by misusing their power. He claims that his fate is intertwined with Ben's. Eon is scared off by an old man who happens to be another Plumber before he can elaborate. Grandpa Max decides it would be best for Ben to leave Bellwood so that Eon won't find him, but Ben bravely refuses and they both come to a deal where Ben will be monitored daily by a Plumber in disguise.

The Plumbers, all around town, guard Ben around the clock. When Ben goes to the school gym to be alone, Principal White attempts to calm Ben's fears. Suddenly, Eon arrives again and shoves White out of the way. This time, Ben transforms into Diamondhead and fights him off. Later on that day, Ben decides to lure Eon into a trap by purposefully leaving himself open, but this backfires and he is captured, along with Gwen and Max after the Rustbucket is destroyed.

At the Plumber facility storing the Hands of Armageddon, Eon explains some of the background of the Omnitrix: Ben can only remain in his alien forms for ten minutes at a time, a failsafe to prevent them from overwhelming his personality. Eon knows how to deactivate the failsafe, and in doing so can resurrect himself through the Omnitrix. He does so, and Ben is transformed into a younger version of Eon. The older one retreats since there are now two of him. Reborn, Eon activates the Hands of Armageddon. Meanwhile, Principal White has gotten out of the nurse's office and finds the imprisoned Plumbers. When trying to find the key to that room, they point to the button near the door that freed them all. Gwen and Max manage to free themselves and work to stop him. While Max tries to disable the time rift, potentially at the cost of his own life, Gwen appeals to Ben inside Eon. Ben successfully overcomes Eon, pressing the Omnitrix symbol under his cloak to revert back into Ben, and with the help of the other Plumbers, manages to save Max and disables the time rift, sending Eon's race back to their own dimension.



Just when it seems like they've won, time stops for everyone but Ben. The older Eon reappears, angered at Ben's victory. Ben transforms into Wildmutt and fights him off, eventually knocking him into the Hands of Armageddon, destroying both the Hands and Eon. After doing an impromptu magic trick for the school talent show, using the Omnitrix timing out and a well-placed stage curtain, Wildmutt reverts back into Ben and he finally accepts being just Ben for a while. However, Max points out that aliens are persistent, and as they walk off into the night, an alien ship flies towards Earth.

Noteworthy Events

Major Events

  • Ben, Max and Gwen face Eon for the first time, who escaped from a cryogenic tube where he was held captive.
  • The Tennysons are back in Bellwood after their summer vacation.
  • Eon manages to take over Ben's body and activate the Hands of Armageddon.



Aliens Used


  • The Omnitrix is green even after timing out
  • The Omnitrix symbol is miscolored
  • When Heatblast is fighting Eon's goons, they're fighting the police officers in one scene, and are still running after them when Heatblast makes a wall of fire in the next scene.
  • After the Omnitrix times out from Heatblast, it doesn't turn red.
  • When Eon grabs Ben, he pulls him through the door of the hardware store, even though they were underground.
  • When Eon corners Ben and the old man shoots at Eon, the first few shots come out of nowhere before it shows him coming out the door.
  • When Ben as Eon reaches to the Omnitrix symbol, the sides of it are a lighter shade of green.
  • Heatblast knocks Eon through the insurance building window, but in a later scene it is fully intact.

Naming and Translations

Language Name Origin
Arabic بن 10 : سباق مع الوقت Ben 10: Race Against Time
French Ben 10: Course Contre la Montre Ben 10: Race Against Time
Italian Ben 10: Corsa Contro il Tempo Ben 10: Race Against Time
Korean 벤 10: 과거로의 질주 Ben 10: Race Against Time
Polish Ben 10 Wyścig z czasem Ben 10: Race Against Time
Portuguese (Br) Ben 10: A Corrida Contra o Tempo Ben 10: Race Against Time
Spanish (HA) Ben 10: Carrera Contra el Tiempo Ben 10: Race Against Time
Spanish (Spain) Ben 10: Carrera Contra el Tiempo Ben 10: Race Against Time
Swedish Ben 10: Kapplöpning mot tiden Ben 10: Race Against Time
Turkish Ben 10: Zamana Karşı Yarış Ben 10: Race Against Time


Actor Role
Graham Phillips Ben Tennyson
Haley Ramm Gwen Tennyson
Lee Majors Max Tennyson
Christien Anholt Eon
David Franklin Heatblast
Carlos Alazraqui Grey Matter
Daran Norris Diamondhead
Dee Bradley Baker Wildmutt
Beth Littleford Sandra Tennyson
Don McManus Carl Tennyson
Robert Picardo Edward White
Aloma Wright Doris Dalton
Tyler Patrick Jones Cash Murray
Tyler Foden J.T.
Alex Winter Constantine Jacobs
Jeff Jensen Hawkins
Michael Runyard Fire Chief Whittington
Sab Shimono Old Man
Bianca Brockl Candace
Paige Hurd Stephanie
Antoniette Spolar Talent Show Teacher
Mitch Watson Stage Manager
Andrew John Ferguson Kid on Bike
Marilyn ZackWoman in Curlers


  • This movie premiered in Poland before the first episode of Alien Force, but on the same day.
  • This movie's working title was Ben 10 in the Hands of Armageddon.
  • It is revealed that this timeline's version of Verdona is deceased.
  • This movie's theme song is a remix of the theme song of the original series.
  • This movie was originally canon to the Main Timeline.[DM 1] This was retconned in Ben 10,000 Returns when it was revealed that the movie takes place in an alternate timeline.
  • According to pop-up trivia from the enhanced version of this movie:
    • Ben has been back in Bellwood for a few weeks since his summer vacation ended.[pop-up 1]
    • Since her family moved to a different part of Bellwood during the summer, Gwen is going to Ben's school now.[pop-up 2]
    • Gwen has temporarily given up on her real magic in an effort to try and get back to normal.[pop-up 3]
    • Ben's aliens got famous over the summer thanks to news reports.[pop-up 4]
    • Eon's powers over energy allowed him to control the cars.[pop-up 5]
    • Gwen recognized the Diamondhead crystal debris. Everyone else just thought it was broken glass.[pop-up 6]
    • The Rust Bucket was destroyed, and even Upgrade can't help put it back together again.[pop-up 7]
    • Although Ben has stayed in his alien form for over 10 minutes before, it has never been with the failsafe purposely turned off.[pop-up 8]
    • The weird energy fluctuations of the Hands of Armageddon made it impossible for Gwen to use her magic.[pop-up 9]
    • The Hands needed the full power of a young Chronian to become activated.[pop-up 10]
    • The Hands' defenses dropped once it was powered on, making it easy to destroy.[pop-up 11]
    • The stage manager was played by the movie's writer - Mitch Watson.[pop-up 12]
    • The ships at the end of the movie are implied to belong to Vilgax.[pop-up 13]
  • Unlike in the original series, Ben and Gwen are shown wearing blue jeans instead of their usual pants in the official photos and the film.
    • Gwen doesn't wear her blue shirt with the cat logo on it and Max wore a hat in the movie as well.


Crew Statements

Dwayne McDuffie


Ben 10 Movies
Classic Continuity
Secret of The Omnitrix DVD

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

Start a Discussion Discussions about Ben 10: Race Against Time

  • Shirt Change in Race Against Time

    9 messages
    • Echoson wrote:Grey Matter wears a white jumpsuit with a black stripe. Since Ben is transformaing into him, his clothes change into his tradem...
    • The main reason is because when the Omnitrix first attached to Ben it mimic his clothing. So i guess that was permanent
  • Shirt Change in Race Against Time

    • Hey, I was thinking; during the Grey Matter transformation sequence How come Ben's orange t-shirt with a black and white stripe over...
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