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Ben 10: Destroy All Aliens

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Ben 10: Destroy All Aliens
General Information
Original broadcast March 11, 2012
Country United States
Network Cartoon Network
Written by Marty Isenberg
Directed by Victor Cook
Starring Tara Strong
Meagan Smith
Paul Eiding
Movie Guide
Preceded by Ben 10: Alien Swarm
Gallery Cast Errors

Ben 10: Destroy All Aliens, formerly called Ben 10: Alien Dimensions[1], is a CGI movie that premiered on March 11, 2012.


A large tank is traveling through Bellwood and It is smashing over cars, while being chased by the police. Ben, Gwen, and Grandpa Max find it, and the tank begins growing spider-like legs to begin chasing them. They retreat under a tunnel, where their tires get destroyed. Ben gets out to fight it but Max and Gwen tells Ben he can't fight on a school night.

They both get out, and Ben transforms into Upgrade and gets ready to fight. Gwen tries telling him that the tank needs a spell to be destroyed, and fights with Upgrade. Upgrade finally merges with the tank, but it overcomes his power. Gwen uses a spell on it, and the robot falls apart. Upgrade reverts back into Ben, and the Omnitrix begins glowing pink, affected by the spell.

Ben is in an odd green world flying around on his hoverboard. He tries to find Grandpa Max, but is attacked by Heatblast, followed by 5 of his other aliens, as well as Way Big. Way Big then tells Ben he wants homework, and Ben wakes up in class and is hassled by his teacher. Cash finds Ben at his locker and shoves him in. Ben tries to transform into Four Arms, but he transforms into Heatblast instead and busts out.

Heatblast is inside of his bedroom, and Carl and Sandra are asking where he went. After Heatblast reverts back into Ben, he says he was looking for his underwear and they question him about the Heatblast footprints on the floor. Ben then gets grounded. That night, Ben is studying. He says he wished his work would just vaporize, and the Omnitrix vaporizes his laptop.

He calls Gwen about it, but Tetrax appears, telling Ben that Azmuth wants to speak with him. Ben goes with Tetrax and is beside his ship when he flies off. But suddenly, a blue To'kustar attacks them. Ben tries to transform into Way Big, but he transforms into Stinkfly instead. Stinkfly goes to attack the Evil Way Big after Tetrax explains that if you hit it on the fin, it will become paralyzed.

Unfortunately, the Omnitrix times out, causing Stinkfly to revert back into Ben and he manages to hang onto the Evil Way Big. He tells the Omnitrix to recharge, then it does and it destroys the To'kustar. Ben goes flying with Tetrax to find Azmuth. Tetrax puts a special setting onto the Omnitrix, but Ben is unaware of what it is. He is shot out of the ship by accident, and he transforms into Diamondhead to break the fall.

Max and Gwen are searching for Ben. They stop where Ben fought the To'kustar. Tetrax lands and tells them that he must tell them something. Meanwhile, Diamondhead is walking in the road. The Omnitrix begins to time out, and Diamondhead is happy that he will be able to catch a ride without freaking out the driver. Then Diamondhead transforms into Four Arms because of the setting Tetrax put the Omnitrix into.

Retaliator then appears and begins attacking Four Arms. Retaliator reveals that he messed up Tetrax's ship, causing Ben to be shot out. Four Arms asks if he messed up Azmuth's ship too, making him late. Retaliator begins getting nervous by the mention of Azmuth. Four Arms manages to throw him away, and transforms into Upgrade.

Retaliator comes back and tries to attack Upgrade, but realizes that he wasn't the Tetramand that he had originally been attacking. Upgrade tries to sneak away, but is attacked by Retaliator again and they teleport to Rio de Janeiro. After fighting more, they are teleported to Egypt. Upgrade transforms into Stinkfly and manages to escape.

They are flying through Bellwood and Stinkfly transforms into Heatblast in order to continue flying. Retaliator manages to capture Heatblast, but he transforms into Grey Matter and escapes. Gwen, Max, and Tetrax are talking when they find Azmuth's ship with a huge hole in it. They watch the log and find that the To'kustar attacked Azmuth's ship. Retaliator teleports in and tells them Azmuth is dead, then shows them the To'kustar attacking.

He begins asking for the To'kustar, but they try to explain it wasn't the To'kustar attacking them. They trap Retaliator into a wall and sets the ship to self-destruct. Grey Matter runs down his street and to his house where Sandra and Carl find him. Sandra begins attacking him, but Grey Matter jumps on her head. She throws him outside. Grey Matter then transforms into Diamondhead again, and Sandra passes out and Max shoots Carl, knocking him out.

Tetrax and Gwen come out and Tetrax takes the setting off of Ben's Omnitrix. Retaliator appears and attaches Diamondhead to a rope. Diamondhead reverts back into Ben and tells Retaliator to explain his connection to Azmuth. At the mention of Azmuth, the Omnitrix begins glowing and teleports Ben, Gwen, Tetrax, and Retaliator into a weird city.

Ben and Retaliator are in a forest of diamond shards. Ben asks where his Omnitrix is, since it was missing from his wrist. Suddenly, a bunch of Lepidopterrans begin attacking them. Gwen and Tetrax are trying to find where they are and Gwen says they are in the Omnitrix. There is thunder, and Gwen questions why there would be thunder on a sunny day.

Then Tetrax says it's not thunder, then a bunch of Vulpimancers attack. Gwen uses a spell and they disappear. Ben is with Retaliator again and he tries to find out who the To'kustar was. Retaliator says that aliens don't fall from the sky. Then Gwen and Tetrax fall from the sky. Tetrax thinks that they are on Petropia, but Gwen explains it is a simulation by the Omnitrix.

Gwen captures Retaliator in a mana bubble where Retaliator explains that he is Azmuth's father. They begin asking about the To'kustar. Ben and Gwen are flying around on a mana platform. They find Tetrax and Retaliator fighting the To'kustar. Gwen casts a spell on Retaliator to make him teleport them out. They all teleport out, including the To'kustar.

Retaliator chases after the To'kustar. Ben tries to transform, but the Omnitrix transforms his mom into Heatblast and his dad into Wildmutt. They attack Ben, Gwen, Max, and Tetrax. The two figure out that the Omnitrix has transformed Azmuth into the Evil Way Big. They are in a mana bubble, while Sandra tries to destroy it.

She is finally successful, but Tetrax puts up a diamond shield. Ben transforms into Way Big and begins attacking the Evil To'kustar. Way Big manages to knock him down, but Retaliator attacks Way Big, thinking he is the Evil To'kustar too. The Evil To'kustar gets up and Way Big and Gwen try to explain to Retaliator that the Evil To'kustar is Azmuth.

They continue fighting and Way Big tells Retaliator to stop Evil To'kustar you have to aim for the fin, so Retaliator does and hits Way Big. Way Big is then paralyzed and reverts back into Ben and Gwen casts a spell on the Evil To'kustar. Azmuth manages to capture Ben, Gwen, and Retaliator, then uses Retaliator to fix the Omnitrix. Azmuth tells Retaliator he should stay away from the Mechamorph Armor because it makes people extremely aggressive, then he takes off Retaliator's armor, revealing a regular Galvan.

Ben asks for Azmuth to transform his parents back to normal. Gwen and Ben use the Omnitrix to transform them back to normal and they let Ben go on a fishing trip. Azmuth and Retaliator then leave. Azmuth tells Ben and Gwen to stop arguing about who destroyed the Rustbucket. Azmuth wears the Mechamorph suit and fixes the Rustbucket. The movie ends with Ben, Gwen, and Max on another road trip, while being attacked by Dr. Animo and his giant frog.



Aliens Used

Dream Aliens

By Azmuth

Spells Used


  • The Omnitrix is missing
  • The Omnitrix is green even though it just timed out
  • The Omnitrix has two buttons
  • Way Big's Omnitrix symbol is green
  • After Azmuth changed back, the time of day changed too.
  • When Upgrade reverted back into Ben, the Omnitrix didn't glow red.
  • The Omnitrix has two buttons to activate the dial throughout the entire movie.
  • When Grey Matter was climbing down Retaliator, the Omnitrix symbol was missing from his back for a few seconds.
  • Gwen used a locator spell to track Ben when he was lost; however, in Ben 10 Returns (which takes place approximately 4–5 years later), Gwen states that was the first time she had ever attempted a tracking spell.
  • Way Big is shown with his Alien Force/Ultimate Alien appearance instead of his original series appearance, and his Omnitrix symbol is green instead of white.



Ben 10 Destroy All Aliens- Curta-102:31

Ben 10 Destroy All Aliens- Curta-1

  • In this movie, the color of ten-year-old Gwen's mana is varying shades of glowing pink, magenta, and fuchsia just like the eleven, fifteen, and sixteen-year-old Gwen's.
  • In Australia, Cartoon Network hosted a competition for two kids to play a voice 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?".
  • Tara Strong and Meagan Smith returned to their roles as ten-year-old Ben and Gwen, respectively.
  • In this movie, Gwen reveals that Ben's favorite shirt is also his only shirt.
  • The ship Azmuth used to get to Earth was the same one he used to get off of Xenon during Ben 10: Secret of the Omnitrix.
  • Azmuth foreshadows Gwen's being educated about her powers being made possible by mana, and when she asks what mana is, he simply responds that she will figure it out some day.
  • One of the sneak peeks of this movie showed Way Big holding up ten-year-old Four Arms and Gwen, who are holding on to a green rope. However, this scene was deleted from the film.


Ben 10 Movies
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
Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

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