34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Original Continuity.

Ben 10: Secret of the Omnitrix is the first Ben 10 film released and a three part episode in the series.


The film begins with Gwen and Max being chained to a device built by Dr. Animo. Gwen wanted to go to the mall. Animo says that a nuclear reactor will detonate his DNA bomb. Then, Ben comes in as HeatblastXLR8, or Eye Guy (as in the different beginnings), deactivates the DNA bomb and frees Max and Gwen. Animo flies away on a Mutant Hornet 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. The Omnitrix glows orange and recharges and Ben transforms into Stinkfly, but then transforms into Wildmutt, then transforms into Diamondhead, and then transforms into Grey Matter. Animo flies into a room with vats of toxic liquid. Grey Matter flies in on a hoverboard and lands and hits Animo with it. The board is destroyed in a vat and Animo grabs Grey Matter and throws him at a vat. Luckily, Grey Matter manages to grab a chain and hangs over it. Animo crashes into a wall with his Mutant Hornet and is pinned under his bug and Grey Matter reverts back into Ben and falls, but Gwen catches him with a spell. Later, Max takes Gwen to a mall and Ben, who is bored, gets into trouble through the Omnitrix discharges a burst of energy that knocks Ben into a worker and gets the Tennysons banned from the mall. Gwen is furious at Ben and storms off. Inside of the Rust Bucket, a bright light wakes the Tennysons up in the night and it is revealed to ship that lands next to the Rust Bucket and Tetrax exits from the ship. Ben apologizes to him for destroying the hoverboard, but Tetrax says that he's there because he picked up the Self-Destruct Mode signal from the Omnitrix, and that when it is destroyed, it will destroy Ben.

Ben realizes that Animo's DNA wave was responsible for triggering the self-destruct mode and Tetrax says that he can't fix it, but Azmuth, the creator of the Omnitrix, is able to. Tetrax says that he can find Azmuth's DNA signature on the Omnitrix in his ship, and they can use that to find him. He also says that they have about four days. Later, Ben and Tetrax say goodbye to Max and Gwen. Max tells Ben to take it seriously and Ben, who is very enthusiastic and confident, and Tetrax enter into the ship. Ben is impressed by Tetrax's ship when Tetrax gives him a tour. Ben meets Tetrax's pilot, Gluto, and the ship takes off. Elsewhere in a different ship, Vilgax commandeers a ship from some aliens and he picks up the SDM signal. On Tetrax's ship, Tetrax performs tests on Ben and the Omnitrix, but cannot find a 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 enter into there. Ben tries to transform into XLR8 in order 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, but Wildmutt accidentally opens the hatch.

Wildmutt and Gwen start to get sucked into space. Tetrax closes the hatch as Wildmutt reverts back into Ben, but the countdown to self-destruct in the Omnitrix accelerates. Later, Ben plays in Tetrax's overboard simulator and Gwen tells him that Max doesn't want Ben to be vaporized and reminds him that Tetrax said that Azmuth would deactivate the Omnitrix, not fix it. Ben doesn't believe her, but Tetrax confirms. Tetrax tells Ben that transforming speeds up the countdown and tells him not to use it again. The Omnitrix then releases a burst of energy and Ben goes flying. In the control room, Gwen talks with Gluto as the ship approaches Incarcecon and Tetrax programs the ship to appear as a garbage truck and it is accepted into the prison. They land in a garbage disposal bay and Tetrax programs a scanner with Azmuth's signature and says that it's dangerous for the prisoners to see Ben and Gwen as humans. He gives them a disguise and the three search for Azmuth in the prison. A prisoner notices Tetrax and follows him and Tetrax tells Ben and Gwen to wait for him. Ben thinks that he sees Vilgax. 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 know other Sixsix, attacks him and Upchuck and Vilgax fight with each other. Vilgax grabs Upchuck, but she isn't Vilgax: She is revealed to be a female member of his species and throws Upchuck away and he reverts back into Ben. The prisoners realize that Ben has the Omnitrix and surround Ben and Gwen.

Ben tries to activate the Omnitrix to transform into an alien, but the Omnitrix is timed out and has to recharge. Gwen grabs a pipe and fights off 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 prisoners. The female Vilgax arrives and recognizes the Omnitrix and she reveals that she is Azmuth, the creator. 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 and frees him from the prison. Gwen and Tetrax rush over to Ben, and he wakes up. Gluto flies over and opens the ship and the three get in and prisoners follow and manage to knock 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. Tetrax is furious, but Myaxx says that she knows where Azmuth is: Xenon. The name frightens Tetrax and he reveals that when the Omnitrix is destroyed, the universe will be destroyed to.

Myaxx says that Azmuth built the self-destruct in order to keep the Omnitrix out of the wrong hands and Ben is angry at Tetrax for not telling him that the Omnitrix will destroy the universe. At Incarcecon, Vilgax picks up Sixsix and the Omnitrix signal. Myaxx fits the Omnitrix with a device that will stop the energy bursts. The ship arrives at Xenon, which is cloaked - including its asteroid field. Tetrax sends Ben out onto the ship to use the Omnitrix's homing device to guide Gluto. The Omnitrix sends out a homing signal and Ben guides the ship. The Omnitrix sends out a beam that illuminates the planet and asteroid field while Gluto picks up a signal from a giant incoming piece of debris and drills land of the ship and grab it. They come from Vilgax's ship. Drones start to enter the ship. Vilgax demands the Omnitrix. Tetrax sends Ben a pod, and Ben gets in. Suddenly, drones cut through and enter Tetrax's ship, followed by Vilgax and Sixsix. The pod is built for Gluto, and Ben has trouble figuring it out. Tetrax destroys drones in the ship. The pod speeds towards a piece of debris.

Ben figures out how to steer the pod and flies to the ship and he is pursued by drones. On the ship, Tetrax gives a suit to Myaxx and a gun and the two go out to detach the ship from Vilgax's. Vilgax and Sixsix go to the control room to find it empty and he sees Myaxx and Tetrax outside and sends Sixsix. Gluto grabs Vilgax, but Vilgax throws him off. Ben figures out the pod's weapons and fights the drones and Gwen destroys drones with a spell and runs into the control room where Vilgax and Gluto are fighting. Ben continues to evade the drones in the pod and makes his way to the ship and Tetrax opens the ship for him. Vilgax sees Ben. Drones attach to the pod. Sixsix climbs out and attacks Tetrax and Myaxx. Ben shoots Sixsix and knocks him off his helmet. Gwen arrives at the control room and discovers that Gluto has been destroyed. A drone shoots her, but Gluto regenerates and saves her. This time, he is destroyed for good and the pod explodes, but Ben lands in the ship. Vilgax confronts him.

Vilgax attacks Ben and Ben runs. Ben tells Vilgax the the Omnitrix is set to self-destruct, but Vilgax doesn't care. Myaxx and Tetrax untethered their ship from Vilgax's. Ben opens the hatch and Vilgax goes flying into space and the ship starts to enter Xenon's atmosphere. Gwen tries to fly it with little success and Ben arrives and Gwen tells him that Gluto sacrificed himself. 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 stops before it falls off. Tetrax and Myaxx arrive and The four ride hoverboards towards Azmuth's compound. They find it overrun by vines. The vines then transform into Florauna and attack Gwen. The group shoot at the Floraunas, but they keep coming. Gwen saves Ben from a Florauna, but it grabs her instead and drags her away. Seeing Gwen in real danger, Ben transforms into Four Arms not caring about the countdown, despite Myaxx’s warning. Four Arms chases after the Florauna, but it drags Gwen underground and eats her. Once it gets away with Gwen, all the other Floraunas stop attacking and leave. Four Arms 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 that there’s no way to save her, and that the Florauna were never going to stop until they had one of them. Ben collapses to the ground and he blames Myaxx for the disaster - Ben claims that if he didn't have the Omnitrix, Gwen wouldn't have died and Myaxx becomes defensive. Tetrax calms them down and she takes them to a place Azmuth may have gone to. On the way, Tetrax tells Ben about how he betrayed his home planet to Vilgax when he was young and it was destroyed. When he heard Vilgax wanted the Omnitrix, he vowed to never let Vilgax get his claws on another powerful weapon again. Ben blames himself for Gwen's death and believes that his reckless behavior a the 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 and then a hologram of a being in a suit asks what Ben is doing with “his Omnitrix” and reveals that he is Azmuth. Ben introduces himself. He asks Azmuth to turn off SDM, but Azmuth shuts more doors. He says that he won't shut it off. Ben angrily transforms into Cannonbolt and breaks down the doors after revealing that he’s come too far to turn back, and that two of their most valuable teammates have died making it that far (Gwen and Gluto). Cannonbolt tells Azmuth to shut off the Omnitrix, but when he further refuses, he states that if the universe is doomed anyway, he says that Azmuth will go down first and attacks him, which destroys his suit. Azmuth, a Galvan, climbs out and Cannonbolt reverts back into Ben. Azmuth says that he didn't create a weapon, that the Omnitrix was a peace device, and people like Ben and Vilgax have made it perseved as a weapon. Azmuth says that the universe being destroyed is the best thing that could happen given his inability to see the good in people, and Ben calls him a selfish jerk. The lair begins to collapse and the four run outside, where Vilgax, Sixsix, and many drones are.

Giant drones land and Vilgax sends Sixsix to attack and the drones attack, too. Azmuth asks why Ben continues to defend the Omnitrix, and Ben says that it is because he thinks of people besides himself. He shoots drones and two drones self-destruct from a magic spell cast by Gwen, who enters with Gluto. Ben starts to cry and runs to embrace Gwen and she explains that Gluto regenerated and saved her from the Florauna. Sixsix attacks them and drones march at them, but the group fights and destroys the drones while Tetrax battles Sixsix. Ben's gun is destroyed and he and Myaxx are surrounded by drones. Ben makes the Omnitrix release an energy burst that destroys all of the drones and knocks Vilgax and Sixsix away. Azmuth deactivates the Omnitrix before it can explode through removing the dial. Giant drones climb to the group's position with Vilgax riding on one. Vilgax says that he will make Azmuth build him a better weapon and the drones attack. Azmuth grabs the Omnitrix dial while Tetrax destroys a drone. Gwen tells Ben that he doesn't need the Omnitrix to be a hero and Azmuth reattaches the dial and unlocks and transforms Ben into To'kustar he names Way Big. Way Big destroys the giant drones and then grabs Vilgax while Tetrax defeats Sixsix. Vilgax claws into Way Big's hand, which irritates him to the point of hurling Vilgax into space. Later, Azmuth builds a ship. Ben thanks him for fixing the Omnitrix and offers it back. Azmuth lets him keep it stating that the soul purpose of building it in the first place was to create a better understanding of the beings of the universe. He reveals that he was moved by Ben’s advice about thinking of more than just himself and tells Ben can make that understanding happen. Azmuth puts the finishing touches on his ship and Myaxx goes with Azmuth. Ben asks Azmuth to give him Master Control, but Azmuth flies away instead. Gluto reveals that he can speak English and has understood every insult Ben has used on him. Tetrax drops Ben and Gwen off on Earth with a new hoverboard and leaves. After that, the Tennysons hear a radio bulletin that “zombies“ are attacking the mall and the movie ends as the team prepares to fight them.

Noteworthy Events

Major Events

  • Ben and the gang meet up with Tetrax again.
  • Ben learns about the Omnitrix's self-destruct mode.
  • Ben and Gwen learn about and meet Azmuth, creator of the Omnitrix.
  • Ben transforms into Way Big for the first time.
  • Tetrax reveals his past to Ben, and how his former selfish lifestyle costed him his home world (which was revealed in Alien Force to be called “Petropia”).

Character Debuts

Omnitrix Alien Debuts



Aliens Used

Spells Used



Tetrax: Don’t worry, I've had many of these tests performed on myself. Never felt a thing.
Ben: But don't you have like diamond hard skin?
Tetrax: ...Good point. Let's get started!

Quotes Right


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

Quotes Right


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)

Quotes Right


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.

Quotes Right


  • Error Omnitrix tower
  • The Omnitrix is missing
  • When Ben and Gwen are fighting aliens on Incarcecon, right before the Tetramand destroys Tetrax's hoverboard, the Omnitrix is missing from Ben's wrist.
  • When Azmuth is re-inserting the Omnitrix dial, the "tower" of the dial is grey and green, as opposed to the standard black and green.
  • Tetrax calls Wildmutt a "Vulpin" instead of a "Vulpimancer". It may just be the abbreviation for Vulpimancer

Naming and Translations

Language Name Origin
Arabic  بن 10 : سر الأمنيتركس Ben 10: Secret of the Omnitrix
Bulgarian Ben 10: Тайната на Омнитрикса Ben 10: 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
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
Polish Ben 10:Tajemnica Omnitrixa Ben 10: 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




Some of Vilgax's drones

  • This movie was intended to be the series finale of the original Ben 10 series.
  • In Store 23, there is a billboard of Ben 23's movie "Secret of the Hero Watch," which parallels "Secret of the Omnitrix."
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