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Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Ben 10: Secret of the Omnitrix is the first Ben 10 film released and serves as the first, second, and third episodes of the fourth season of the series, and the fortieth, forty-first, and forty-second episodes overall.


In a battle with Animo, Ben in hero mode doesn't listen to reason from Max and Gwen, and gets hit by a weird energy. Little does Ben know that the "self-destruct" function on the Omnitrix has just been initiated![note 1]


The film begins with a detailed graphical montage of the Omnitrix activating as it reveals the title screen.

The plot opens with Gwen complaining about what normal kids do during summer vacation, such as going to the mall, which is what the gang was supposed to do that day. Max says they got "sidetracked" before revealing they are both chained to the ceiling leading to a device built by Dr. Animo. Animo says that his device is a DNA bomb that he hooked up to a nuclear reactor which when detonated will spread into the atmosphere and "de-evolutionize" the world. Ben breaks in as Heatblast in the Red Edition, XLR8 in the Blue Edition, and Eye Guy in the Gold Edition, prepared to stop Animo and free Max and Gwen. However, Ben is held up when Animo sicks his latest creation on him: a giant Mutant Hornet. Ben manages to beat it back for as long as he can before freeing Max and Gwen. As they succeed in trapping the hornet, Animo says that there's no way Ben can shut it down in time the easy way, so Ben decides for a more direct approach. Ben shoots a devastating fire blast or energy beam (as either Heatblast or Eye Guy) at the reactor's water tank or sabotages the machine (as XLR8) and continues pouring it on until the machines begin bursting with steam. Gwen objects since neither of them know what it will do. Ben ignores her, saying "Can't be any worse than what's going to happen if I don't". Ben's attack successfully overloads the system and shorts out the bomb's timer, neutralizing the threat. Unfortunately, a siren blares and the bomb releases an energy wave that hits Heatblast/XLR8/Eye Guy. The Omnitrix crackles with energy and the Omnitrix times out, causing Heatblast/XLR8/Eye Guy to revert back into Ben and Animo flies away with the Mutant Hornet.

Max and Gwen run over to make sure Ben is alright. Just then, the Omnitrix glows orange and recharges instantly. Ben shrugs off this unnatural occurrence and tries to transform into Stinkfly so he can pursue Animo despite Max's warning. The Omnitrix fluctuates, transforming Ben into Stinkfly, then Wildmutt, then Diamondhead, and finally, Grey Matter. Animo flies into a room with vats of toxic sludge, already plotting his revenge. Grey Matter flies in on his hoverboard and hits Animo with it straight in the jaw. The board is lost when it flies off and subsequently sinks in a vat and Grey Matter crawls into Animo's vest. Animo grabs Grey Matter and throws him at a vat. Luckily, Grey Matter manages to grab a chain hanging over it. Animo crashes into a wall with his Mutant Hornet and is pinned under it, securing him long enough for the police to arrive. Grey Matter reverts back into Ben and falls, but Gwen catches him with a spell just before plunging in the vat.

With that crisis averted, Max takes Gwen to the mall like they were supposed to that day and Ben, who is striking martial arts poses at a clothing store mannequin out of boredom, gets into trouble when the Omnitrix discharges a burst of energy out of nowhere that knocks him and Gwen into a worker and gets the Tennysons banned from the mall. Gwen is furious at Ben and storms off.

While the three are asleep inside the Rustbucket, a bright light wakes the Tennysons up at 3:30 AM. They look outside and it is revealed to be a giant ship landing next to the Rustbucket. The ship's pilot exits, and Ben prepares to go hero. However, the pilot shoots a diamond shard in front of Ben, revealing it to be Tetrax. Ben and Gwen are excited to see him since they haven't seen him since the last time, they took down SixSix. Tetrax says it's good to see them too and reveals that he "came as soon as he heard". Ben initially tries to apologize to him for destroying the hoverboard he gave him, but Tetrax says that he has actually come to Earth because he picked up the SDM signal from the Omnitrix. Ben still thinks it's merely another one of the Omnitrix's typical glitches. However, Max concludes that SDM stands for "Self-Destruct Mode". Tetrax says that it's natural for the Omnitrix to broadcast a signal when it begins its countdown. Ben realizes that the watch is going to destroy itself in a matter of time, and Tetrax adds to his fears when he says Ben will be destroyed along with it when it does.

Ben tries to think hard about how the SDM was activated in the first place. This leads him back to when they fought Animo at the reactor, but further condemns this as a mystery and tells Gwen that it doesn't really matter, assuming Tetrax can handle it. However, Tetrax reveals that he has no idea how to restabilize it, but Azmuth, the rumored creator of the Omnitrix, would be able to. Tetrax says that he can find Azmuth's DNA signature on the Omnitrix with the equipment in his ship, and they can use that to find him. After taking a look at the pattern repetition on the Omnitrix's hourglass dial (the pattern that indicates the countdown), he estimates that they have less than four days to deactivate the SDM before the clock reaches zero.

Later, Ben and Tetrax say goodbye to Max and Gwen. Max can't go with them since Tetrax believes it would be too great of a risk if any alien recognizes Max from his Plumber days. Max tells Ben to take it seriously and Ben, who is very enthusiastic and confident, takes off on the ship with Tetrax. Ben is impressed by Tetrax's ship when he gives him a tour. Ben meets Tetrax's pilot, Gluto, and the ship takes off. Elsewhere, Vilgax (who has just recently escaped the Null Void) commandeers a ship from some aliens and one of his Bioids picks up the SDM signal. On Tetrax's ship, Tetrax performs scans on the Omnitrix, but cannot find Azmuth's DNA Signature. Ben tells him to look on the back, and he finds it. He scans for Azmuth and finds a signal on a prison planet, Incarcecon.

An alarm goes off from the lower level and Ben and Tetrax head down to search. Ben tries to transform into XLR8 to search for the intruder but transforms into Wildmutt instead and discovers that the intruder is Gwen, who says that she thought Ben needed backup. However, Wildmutt accidentally walks headfirst into a button and opens the hatch and venting the atmosphere into the vacuum of space. Wildmutt and Gwen are about to get sucked out into space, but Tetrax fires his shards at the airlock controls and closes the hatch as Wildmutt reverts back into Ben. Gwen explains herself, but Tetrax becomes concerned when he notices the Omnitrix's self-destruct countdown accelerating.

Later, Ben plays in Tetrax's hoverboard simulator and Gwen tries to have a conversation with Ben about this whole thing. Ben tells her that he's not worried about anything that could happen. Gwen reminds him that the life-threatening situation with the Omnitrix doesn't just affect him, stating that Max wouldn't want Ben to be vaporized (or whatever may happen if the watch doesn't get destabilized in time) and reminds him that Tetrax said that Azmuth would deactivate the Omnitrix, not fix it. Ben doesn't believe her, but Tetrax confirms, stating that having the Omnitrix deactivated would be his chance to return to a normal life. When Ben states that he can't go back to a normal life after everything he's been through. Tetrax tells Ben that his transformations speed up the countdown and tells him not to use it again to keep time on their side. The Omnitrix then releases another burst of energy like it did back at the mall, and this time, Ben goes flying and gets zapped hard.

In the control room, Gwen talks with Gluto as the ship approaches Incarcecon. Their conversation is cut short when they approach, and the defense systems begin to activate. The Incarcecon communication system orders proper authorization or their ship will be destroyed. Tetrax enters multiple codes just before the Incarcecon cannons fire until he finds the right one. He programs the ship to appear as a garbage transport and it is accepted into the prison. They land in a garbage disposal bay and Tetrax programs a scanner with Azmuth's signature. He says that it's too dangerous for the prisoners to see Ben and Gwen as humans and gives them a disguise and the three search for Azmuth in the prison. A prisoner notices Tetrax and follows him and he tells Ben and Gwen to wait for him while he searches on. In the distance, Ben then sees somebody who he immediately believes to be Vilgax. Ben elects that if he's going to have to give up going hero, he's at least going to take down Vilgax once and for all. He transforms into Upchuck and runs off to fight the prisoner, which leaves Gwen exposed to the other prisoners. Upchuck attacks Vilgax while the prisoner that was following Tetrax, who is revealed to be SixSix, attacks him. Upchuck and the prisoner that looks Vilgax fight with each other. Upchuck is subdued and the prisoner reveals to be a female member of the Chimera Sui Generis species and kicks Upchuck away back to Gwen. When he reverts back to Ben, the prisoners realize that Ben has the Omnitrix and surround the two.

Ben tries to activate the Omnitrix to transform into something else, but the Omnitrix is now timed out and has to recharge. Gwen grabs a pipe and fights off the aliens and Ben does as well. Tetrax and SixSix fight with each other when Tetrax sees the commotion. He climbs onto a hoverboard and comes to Ben and Gwen's aid and fights the prisoners. The female Chimera Sui Generis arrives and recognizes the Omnitrix, and she reveals that she is Azmuth, the creator they've been searching for. Gwen casts a spell that knocks out an alien prisoner and Ben asks Azmuth to fix the watch, and she says that she will if Ben frees her. A prisoner carries Ben off, but the Omnitrix discharges energy again this time knocks him unconscious. However, it did provide the kind of cover they all needed to escape. Gwen and Tetrax rush over to Ben, and he wakes up. Gluto flies over and opens the ship and the three manage to make it inside with the prisoners following. They all manage to knock the prisoners off of the ship but allow Azmuth to enter. Ben closes the ship and SixSix rides on the ship but is shot off and floats in outer space. Azmuth scans the Omnitrix, but reveals that she is actually Azmuth's assistant, Myaxx. The reason for the DNA signature from the Omnitrix leading them to her was because she erased his and put on her own because he never gave her the credit she deserved. Tetrax is furious when she also reveals that she can't stop the countdown on account of Azmuth not trusting her with the abort sequence and demands a reason not to shoot her back to Incarcecon. Myaxx says that she knows where Azmuth is: Xenon. The name frightens Tetrax and she explains the random energy bursts the Omnitrix keeps releasing: the watch is struggling to contain all the energy it's generating for the Big Bang, and they'll keep getting more powerful until the final detonation. Ben knows that he'll be destroyed if the watch explodes, but Myaxx says that he won't be the only one to die. Upon this, Tetrax reveals a secret that he kept from Ben regarding the truly dire stakes of their quest: If the Omnitrix is allowed to detonate, the explosion will cause an energy ripple that will literally rip apart the universe.

Myaxx says that Azmuth built the self-destruct in order to keep the Omnitrix out of the wrong hands, but he never calculated for anyone being foolish enough to set it off. Ben is angry at Tetrax for not telling him how dire the situation really is. Tetrax never told Ben because he thought Ben would be more concerned about how this affected him. Ben tries to protest, but Tetrax forces Ben to realize why he helps people with the Omnitrix at all; Is it because it's the right thing to do, or for the thrill of being a hero? Meanwhile, at Incarcecon, Vilgax picks up SixSix and the Omnitrix signal. Myaxx fits the Omnitrix with an inhibitor that will stop the energy bursts any further. The ship arrives at Xenon, which is completely cloaked because of a device that Azmuth created that absorbs all the light within range. Xenon is surrounded by an asteroid belt which also cloaked by the device, so now the asteroid belt is mostly comprised out of "failed attempts". Tetrax sends Ben out onto the outside of the ship to use the Omnitrix's homing device to guide Gluto and everyone else through the field safely. The Omnitrix sends out its homing signal and Ben guides the ship. The Omnitrix sends out a beam that illuminates the device, bringing light back to the quadrant and asteroid field while Gluto picks up a signal from a giant incoming piece of debris that drills tethers into the ship's haul. They come from Vilgax's ship. Bioids start to enter the ship and Vilgax demands the Omnitrix. Tetrax sends Ben a pod that he can use to get back to the ship. Suddenly, several of Vilgax's Bioids cut through and enter Tetrax's ship, followed by Vilgax and SixSix. The pod is built for Gluto, so Ben has trouble figuring it out. Tetrax destroys the Bioids in the ship. The pod speeds towards a piece of debris.

When Ben figures out how to steer the pod, he flies to the ship, and he is pursued by Mechadroids. On the ship, Tetrax gives a suit to Myaxx and a gun and the two go out to detach the ship from Vilgax's tether lines before both ships are destroyed when they enter Xenon's atmosphere. Vilgax and SixSix go to the control room to find it empty. He sees Myaxx and Tetrax outside and sends SixSix after them. Gluto is revealed to still be in the control room and fights off Vilgax the best he can. Ben figures out the pod's weapons and fights the Mechadroids while Gwen destroys Bioids with the hover simulator using a spell. She runs into the control room where Vilgax and Gluto are fighting. Ben continues to evade the Mechadroids in the pod and makes his way to the ship where Tetrax opens the ship for him. Vilgax sees Ben and orders his Mechadroids to attach to the pod. SixSix climbs out and attacks Tetrax and Myaxx. Ben shoots SixSix and knocks him off the ship, along with his helmet. Gwen arrives at the control room and discovers that Gluto has been destroyed. A Bioid has her in its sights, but just before it shoots her, Gluto reforms and engulfs himself around the Bioid's blaster, destroying it and splattering him to the four corners of the control room. Ben's pod explodes, but he lands in the ship with Vilgax waiting for him.

Vilgax attacks Ben and he runs off since there's nothing he can do with the Omnitrix in its current state. Ben tries to tell Vilgax that the Omnitrix is set to self-destruct, but Vilgax doesn't care. Meanwhile, Myaxx and Tetrax untether their ship from Vilgax's. After Ben fails to make a deal with Vilgax to help him find Azmuth and stop the countdown, he opens the hatch and Vilgax goes flying into space as the ship starts to enter Xenon's atmosphere. Gwen tries to fly it with little success and Ben arrives to help who saw remains of Gluto. Gwen tells him that Gluto sacrificed himself for her, which she refers to as "being totally unselfish. Something Ben wouldn't understand". Ben remarked his cousin that he is unselfish. Tetrax and Myaxx reenter the ship and Ben and Gwen stop the ship from crashing, but they fly into a rock pillar and crash anyway. The ship slides towards a canyon, but the two of them are able to stop it before it falls off. Tetrax and Myaxx arrive and the four ride hoverboards towards Azmuth's compound. They find it overrun by vines, which then are revealed to be wild Florauna and attack Gwen. The group shoot at the Florauna, but they keep coming. Gwen saves Ben from one, but it grabs her and drags her away instead. Seeing Gwen in serious danger, Ben has no choice but to turn into Four Arms, not caring about the dangers of the countdown despite Myaxx's warning. Four Arms chases after the Florauna attempting to rescue Gwen, but he is ensnared by countless vines, and it drags her underground and eats her. Once it gets away with Gwen, all the other Florauna stop attacking and leave. Four Arms breaks free and tries to rescue Gwen, but he cannot due to an impenetrable hatch closing behind it.

Four Arms pounds at the ground trying to open the hatch to no avail. Tetrax sadly tells Ben/Four Arms that there's no way to save her now. Those wild Florauna were never going to back down until they had one of them. Out of cold fury of losing Gwen on his watch, especially after sacrificing herself to save him, Four Arms punches the wall hard declaring that it should've been him to die at the Florauna's tendrils which he utterly destroyed and causes a large explosion as debris falls around him. After transforming back, Ben collapses to the ground and angrily blames Myaxx for this whole disaster. Ben claims that if she hadn't help Azmuth create the Omnitrix, then he never would have found it and Gwen would still be alive. Myaxx angrily fires back by telling Ben that she is a selfish and self-centered being, but it takes one to know one. Tetrax angrily stops their arguing and takes them to a place Azmuth may have gone to if he were to survive an attack like that. Before getting on the way to Azmuth's lair, Ben looks back at the hatch where Gwen was taken, regretting that he couldn't save her as Four Arms.

On the way, Ben is crestfallen at his greatest failure and must now figure out how he is to break the news to Max. Tetrax tells Ben that he knows exactly what he's going through and tells him his origin story: When he was Ben's age, he was a selfish mercenary who worked for the best of the best, no matter how evil they were. It was only a matter of time before he began working for Vilgax. He stole the last piece of the puzzle Vilgax needed to invade Tetrax's home planet. When the people wouldn't surrender, he completely destroyed the planet to make an example. He changed for the better when his greatest failure led to the destruction of his home and everybody on it. So, when he heard Vilgax wanted the Omnitrix, he vowed to never let Vilgax get his claws on another powerful weapon again. In light of hearing the story, Ben finally takes responsibility for the chain of events leading to this catastrophe and believes that his reckless behavior at the Dr. Animo's reactor somehow set off the SDM. Tetrax says that they have to keep going before the Omnitrix self-destructs so that Gwen and Gluto and everyone else wouldn't have died in vain. Myaxx stops and Ben and Tetrax fly through a security laser that triggers an energy field and Tetrax saves Ben as they fly through it. A camera recognizes the Omnitrix. A hologram of a mechanical being appears, asking what Ben is doing with "his" Omnitrix and reveals that he is Azmuth. Ben introduces himself and then explains the situation, asking Azmuth to turn off the SDM, but Azmuth shuts more doors and refuses. Ben refuses to give up, stating that Gwen sacrificed her life to stop the detonation, but Azmuth shrugs that off as any of his concern. Ben's anger reaches a boiling point and declares that it is his concern now as he transforms into Cannonbolt. He rushes headfirst into the doors trying to break through, but the doors are equipped with electric fences designed to rebuff such attacks. Declaring that he's come too far and lost too much to be stopped and will not be denied, Ben revs up full speed and smashes the doors down like a row of dominos.

Finally, inside Azmuth's sanctum, Cannonbolt demands Azmuth to shut off the Omnitrix, but when he further refuses, Ben declares that if the universe is doomed anyway, he will not be denied the pleasure of vanquishing Azmuth first. Ben lands a critical blow and destroys his suit. Azmuth climbs out, revealing himself to be a Galvan, and Cannonbolt reverts back into Ben. Tetrax then demands Azmuth to stop the countdown, but states that the universe being destroyed is the best thing that could happen given his inability to see the good in people, revealing that the Omnitrix was intended to be a device for understanding all the beings of the universe, and people like Ben and Vilgax have caused it to be perceived as a weapon. Ben explains how he has occasionally used the omnitrix for personal gain but used it to protect those who cannot protect themselves for the most part. He finally manages to change his mind by telling him that to make a world worth saving, he can't just be a selfish jerk like Ben used to be himself. The lair begins to collapse and the four run outside, where Vilgax, SixSix, and many Mechadroids and Bioids are waiting for them.

Mechadroids and Bioids land and Vilgax sends SixSix to attack, too. Azmuth asks why Ben continues to defend the Omnitrix, and Ben says that it's because he thinks of people besides himself. He shoots some Bioids and two Mechadroids self-destruct from a spell cast by Gwen, who enters the battle with Gluto. Ben, in tears from seeing his cousin alive again, runs to embrace Gwen and she explains that Gluto regenerated from the particles left on her clothes from when he exploded back on the ship. When he reconstituted himself, he saved her from the wild Florauna. SixSix attacks them and the Mechadroids and Bioids march at them, but the group fights and destroys the robots while Tetrax battles SixSix. Ben's gun is destroyed, and he and Myaxx are surrounded by Bioids. Ben removes the Omnitrix's energy burst deflection device, where a massive energy blast destroys all of the Bioids and knocks Vilgax and SixSix away. Meanwhile, Azmuth deactivates the Omnitrix just before its countdown reaches zero through removing the dial. Giant Mechadroids climb to the group's position with Vilgax riding on one. Vilgax says that he will make Azmuth build him a better weapon when Ben says the Omnitrix is useless now. Azmuth grabs the Omnitrix dial while Tetrax destroys a Mechadroid.

While under fire, Gwen then tells Ben that he doesn't need the Omnitrix to be a hero and Azmuth reattaches the dial which not only reactivates the Omnitrix, but also unlocks and transforms Ben into a To'kustar, an extremely powerful transformation he names Way Big. Way Big destroys all of Vilgax's forces and then grabs Vilgax while Tetrax defeats SixSix. Vilgax claws into Way Big's hand, which enrages him to the point of hurling Vilgax into space.

After the battle, Azmuth builds a ship from the scattered Mechadroid parts. Ben thanks him for fixing the Omnitrix and offers it back. Azmuth lets him keep it, stating that the sole purpose of building it in the first place was to create a better understanding of the beings of the universe. He then reveals that he was moved by Ben's advice about thinking of more than just himself and tells Ben can make that understanding happen, then he sees no reason as to why he can't keep the Omnitrix. Azmuth puts the finishing touches on his ship and Myaxx goes with him. Ben asks Azmuth to give him Master Control, but Azmuth flies away instead, sarcastically asking him if he wanted to figure that out on his own like a "true" hero would. Gluto subsequently reveals that he can speak English and has understood every insult Ben has used on him.

At the end of the movie, Tetrax drops Ben and Gwen off on Earth with a new hoverboard and leaves. Afterwards, the Tennysons hear a radio bulletin from the Rustbucket that "zombies" are attacking the mall and the movie ends as the team prepares to fight them.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Omnitrix Alien Debuts[]

Minor Events[]



Aliens Used[]

Spells Used[]

  • Histus potiva
  • Segma sofum


Grey Matter: Sometimes I think this thing just plain hates me.

Tetrax: Don't worry. I've performed many of these test on myself. Never felt a thing. (He puts on gloves.)
Ben: But don't you have, like, diamond-hard skin?
Tetrax: ...Good point. Let's get started!

Ben: (Transforms into Way Big) Whoa! Check me out! I'm not just big! I'm WAY Big!

Vilgax: Release me... or suffer the consequences!
Way Big: Pretty big talk for such a little guy. (Vilgax claws Way Big's hand) OW! THAT'S IT! YOU ARE SO OUTTA HERE! (Throws Vilgax into space)

Azmuth: You coming?
Myaxx: Are you going to give me some respect from now on?
Azmuth: Meh. I wouldn't count on it.
Myaxx: Guess it is better than that prison planet.

Naming and Translations[]

Language Name Origin
Arabic بن 10 : سر الأمنيتركس Ben 10: Secret of the Omnitrix
Bulgarian Бен 10: Тайната на Омнитрикса Ben 10: Secret of the Omnitrix
Chinese Ben 10: 變身之謎
Ben 10:Omnitrix的奧秘(DVD)
Ben 10:The Secret of Omnitrix (DVD)
Croatian Ben 10: Tajna Omnitrixa Ben 10: The Secret of the Omnitrix
Dutch Ben 10: Het Geheim van de Omnitrix Ben 10: The Secret of the Omnitrix
French Ben 10: Le Secret de L`Omnitrix Ben 10: The Secret of the Omnitrix
German Ben 10: Das Geheimnis der Omnitrix Ben 10: The Secret of the Omnitrix
Greek Ben 10: Το Μυστικό του Όμνιτριξ/To Mistiko tou Omnitrix Ben 10: The Secret of the Omnitrix
Italian Ben 10: Il Segreto dell`Omnitrix Ben 10: The Secret of the Omnitrix
Korean 벤 10: 옴니트릭스의 위기 Ben 10: The Crisis of the Omnitrix
Polish Ben 10:Tajemnica Omnitrixa Ben 10: Secret of the Omnitrix
Portuguese (Br) Ben 10: O Segredo do Omnitrix Ben 10: The Secret of the Omnitrix
Romanian Ben 10: Secretul Omnitrixului Ben 10: Secret of the Omnitrix
Russian Бен 10: Секрет Омнитрикса Ben 10: The Secret of the Omnitrix
Spanish (HA) Ben 10: El Secreto del Omnitrix Ben 10: The Secret of the Omnitrix
Spanish (Spain) Ben 10: El secreto del Omnitrix Ben 10: The Secret of the Omnitrix


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dwight Schultz Dr. Animo
Dee Bradley Baker Wildmutt
Eye Guy
Prisoner #1
Automated Security
Steve Blum Heatblast
Nightmarish Alien
Alien Fly Prisoner
Richard Horvitz Grey Matter
Lepidopterran Prisoner
Jim Ward XLR8
Piscciss Volann Prisoner
Incarcecon Security
Dave Wittenberg Upchuck
Prisoner #2
Dave Fennoy Tetrax
Prisoner #3
Prisoner #4
Vanessa Marshall Myaxx
Robert David Hall Azmuth
Richard McGonagle Four Arms
Fred Tatasciore Cannonbolt
Way Big




  • In two scenes in the Red Edition, the smoke from Heatblast's hands is miscolored as fire.
  • In one shot in the Gold Edition, Eye Guy's entire backside is miscolored light tan.
  • In the Blue Edition, when XLR8 is about to put on his visor, his face was missing.
  • In many shots, the Omnitrix's dial faces the wrong way.
  • When Max puts his hand over Ben's mouth to prevent him from insulting Gwen, the Omnitrix's dial is smaller than it should be.
  • In the wide shot of the Resolute taking off, Gwen can be seen standing next to Max, despite having snuck aboard.
  • Tetrax calls Wildmutt a "Vulpin" instead of a "Vulpimancer."
  • In the floor-level shot of the Alien Vermin getting crushed by the Nightmarish Alien:
    • An alien meant to be in the background is on a layer between Nightmarish Alien's front and back legs.
    • A second alien meant to be in the background is on a layer in front of Ben.
    • The vermin has a yellow square on its ear.
  • Upchuck's stomach constantly glows, even when he hasn't eaten anything.
  • In one scene, Upchuck has six tongues.
  • When Ben and Gwen are fighting aliens on Incarcecon, right before the Tetramand prisoner destroys Tetrax's hoverboard, the Omnitrix is missing from Ben's wrist.
  • When Four Arms punches the ground, Tetrax's jaw can be seen floating in midair.
  • In the flashback to Petropia, one Petrosapien has his back spike miscolored to be the color of the background.
  • When Azmuth re-inserts the Omnitrix core, it is grey and green, as opposed to the standard black and green.


  • This movie is considered the series finale of the original Ben 10 series,[pop-up 1] despite having aired several months before the final episodes of the TV series. The movie counts as the first three episodes of Season 4 in production order.
  • On the official Cartoon Network website, the film is divided into three parts. The same synopsis is used for all three parts.
  • According to pop-up trivia from the enhanced version of the movie:
    • The movie takes place between Goodbye and Good Riddance and Race Against Time - even though it aired before both of them.[pop-up 2] However, the former is a what-if story and the latter was revealed to be part of an alternate timeline in Ultimate Alien,[1] thus making the chronology of the movie unclear.
    • Vilgax escaped the Null Void through sheer luck: happening to stumble upon a portal being opened on another planet.[pop-up 3]
    • Tetrax used a specialized Petropian crystal to "dissect" the Omnitrix.[pop-up 4]
    • While Ben was getting a tour of the Resolute, Gwen grabbed a change of clothes and snuck aboard.[pop-up 5]
    • The costume Ben and Gwen wore on Incarcecon was left over from a celebration on Arburia.[pop-up 6]
    • The Galvanic Mechamorph on Incarcecon was not a prisoner, but a maintenance engineer for its computer systems.[pop-up 7]
    • Since many prisoners wanted to prove how tough they are by taking out the infamous SixSix, he was wearing a disguise.[pop-up 8]
    • The Omnitrix rumors grew in the galactic underworld since Ben's brief time as an alien gladiator in Grudge Match.[pop-up 9]
    • Ben's transformations put stress on the Omni-Energy core, therefore speeding up the countdown.[pop-up 10]
    • Since the Omnitrix couldn't be removed, Tetrax modified Ben's spacesuit so the Omnitrix acted as a seal between Ben's hand and arm.[pop-up 11]
    • The drill lines seen when Ben was in space are normally used for deep space mining.[pop-up 12]
    • The gross drink that popped up on Ben's ship was the Protost version of coffee.[pop-up 13]
    • The small Mechadroid that attacked Ben in space had no pilots. As such, they fearlessly chase their target into any dangerous situation.[pop-up 14]
    • Gwen defeated some of Vilgax's Bioids by setting the simulator on the Resolute to recreate a solar storm - the highest level there is.[pop-up 15]
    • Vilgax's drills damaged the Resolute's stabilizers, causing it to plummet towards Xenon.[pop-up 16]
    • In addition to Myaxx, Azmuth had others who helped him build the Omnitrix - including other Galvans.[pop-up 17] This later turned out to be true in Good Copy, Bad Copy with the introduction of Albedo.
    • Vilgax called out his entire robotic army for the final battle for the Omnitrix.[pop-up 18]
    • Gluto had to go back to the Resolute to get his containment armor. Otherwise, he and Gwen would have arrived at the final battle sooner.[pop-up 19]
    • The Battle of Xenon will be recorded in the history of the Plumbers as an important turning point for Ben and Gwen.[pop-up 20]
    • Way Big is revealed to be a To'kustar and is the ultra-rarest species in the universe.[pop-up 21]
    • After Azmuth met Ben, he decides to become more involved and connected with the Plumbers.[pop-up 22]
    • The "zombies" at the end of the movie were actually invaders from Anur Ormerow.[pop-up 23]
  • The Incarcecon prisoners were designed by Thomas Perkins and Phillip Bourassa.[TP 1]


  1. The original synopsis provided on the Cartoon Network website erroneously reads: "In a battle with Animo, Ben in hero mode, doesn't listen to reason from Max and Gwen, and gets engulfed in a weird energy light. Little does Ben know that the "self destruct" function on the Omnitrix has just been initiated!"[CN 2]


Cartoon Network[]

Crew Statements[]

Thomas Perkins[]

Kersti Myrberg[]


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
81MokQTtfgL. SX
Ben 10 Versus the Universe: The Movie
Ben 10 Episodes