The end of summer break and the start of the school year finds 10-year-old superhero Ben Tennyson (voiced by Tara Strong) at odds with his teacher, grounded by his parents, and itching for some major alien-hunting action. So when his old friend Tetrax (David Fennoy) shows up and invites him along on an intensive training program somewhere far, far away, Ben barely hesitates before jumping at the chance. Unfortunately, the excursion is complicated by his malfunctioning Omnitrix, which sends Ben back to Earth stuck in variations of his alien forms. Even worse, his arrival coincides with that of an unidentified Mechamorph who's got one goal: Destroy all aliens. A battle ensues, and alien-form Ben and the Mechamorph are transported to another universe that exists within the Omnitrix itself. It will take all of his wits, plus the help of his Grandpa Max (Paul Eiding) and cousin Gwen (Meagan Smith), for Ben to get back home safely.
A large tank is travelling through Bellwood. It is smashing over cars and being chased by police. Ben, Gwen and Grandpa Max find it and the tank begins growing spider-like legs to begin chasing them. They retreat to under a tunnel where their tires get destroyed. Grandpa gets out to fight it and tells Ben and Gwen they can't fight on a school night.
The Ben 10: Destroy All Aliens
They both get out and Ben transforms into Upgrade and gets ready to fight. Gwen tries telling him it needs a spell to be destroyed and she begins fighting with Ben. Upgrade finally merges with the tank but it overcomes Ben's power. Gwen uses a spell on it and the robot falls apart. Then Upgrade transform back and the Omnitrix begins glowing pink, after being 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 his over 5 aliens and Way Big. Then Way Big 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 instead becomes Heatblast, then he busts out.
Then he transforms back and is hanging onto it. 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. Ben becomes Diamondhead to break the fall.
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 says they are on Petropia but Gwen explains it is a simulation by the Omnitrix.
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 had transformed Azmuth into the Evil Way Big. They are in a mana bubble while Sandra tries to destroy the bubble.
Ben asks for Azmuth to turn 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 and being attacked by Dr. Animo and his giant frog.
Based on the original animated series Ben 10. Ben becomes targeted by an evil Mechamorph Warrior, named "Retaliator," who mistakenly blames Ben for something he did not do and attempts to destroy all aliens.
Ben 10: Destroy All Aiens is a 2012 animated film that tells about Ben Tennyson (Tara Strong) who turns into Upgrade and affected by Gwen Tennyson's (Meagan Smith) dismantling spell while they fighting a robotic tank which leads to a malfunction in the Omnitrix which now it can teleports and changing others into some of the Ben's aliens permanently.
A truck heads towards Ben. Ben crashes his hoverboard and the Omnitrix zaps the truck, which veers into the forest. Ben runs to it. A branch falls on him and traps him, and he sees a To'kustar. It tries to step on him, but Tetrax stops it and frees Ben. Ben tries to turn into Way Big, but gets Stinkfly. Tetrax tells Stinkfly that the fin on the To'kustar is its weakness and they attack. Stinkfly flies to the Tokustar's head, but turns into Ben and falls. He grabs onto the fin and the Omnitrix flashes. The To'kustar disappears. Tetrax catches Ben. Gwen and Max are ready to leave and go fishing when Carl calls Max and says that Ben is gone. Max says that he'll find him. Tetrax thinks that the To'kustar is connected to Azmuth, and Ben says that they should search for Azmuth. They go onto Tetrax's ship. Tetrax activates a setting on the Omnitrix, but won't tell Ben what it is. The ship takes off. Ben is excited to be on an adventure. The ship is shot in the atmosphere. A hole opens and Ben is sucked out. He falls to Earth, turning into Diamondhead just at the right time. Diamondhead has no idea where he is. Gwen tries and fails to track Ben, only getting as far as the forest. They search it, seeing Tetrax's crystals and the abandoned truck. Gwen casts a spell on it, revealing it to be a ship. Tetrax's ship lands. As Diamondhead is walking down the street, the Omnitrix times out, but it turns him into Four Arms instead of Ben. Four Arms arrives at Stonehenge. He is attacked by a Galvanic Mechamorph named Retaliator. Retaliator says that he is looking for an alien. Four Arms and Retaliator fight, but Retaliator can teleport. Stonehenge starts to topple, but Four Arms catches it. Retaliator says that it is a Galvan practical joke. Retaliator grabs Four Arms, but Four Arms tosses him off. Retaliator morphs into a mechanical warrior. Retaliator keeps demanding an alien. 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. Four Arms tosses 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, with Retaliator demanding information. They destroy Stonehenge. Four Arms swats Retaliator away and turns into Upgrade. Retaliator appears and is confused to see Upgrade. He asks where Four Arms went. Upgrade pretends to not know, and Retaliator decides to interrogate him. They teleport away and end up in Rio. Retaliator says that Upgrade caused his teleporter to malfunction. He shocks him and interrogates him. They teleport again, this time landing on the pyramids on Egypt, saying that they were mad by Tetramands. Upgrade turns into Stinkfly and escapes Retaliator's grasp. He sticks him to the pyramid. Stinkfly explains the Omnitrix, but Retaliator doesn't believe him. Retaliator chases him and shoots him, knocking him out of the sky. They teleport to Bellwood and land on a building. In the forest, Tetrax explains what happened to Max, and says that he altered the Omnitrix to keep Ben from going human. Max is furious. Gwen says that Azmuth might be able to find Ben and says that the ship is his. They go inside. Retaliator chases Stinkfly around the city, shooting him. He wets him, knocking Stinkfly into a building. Heatblast emerges and attacks Retaliator. Retaliator freezes Heatblast and grabs him, dangling him off of a building. He asks where to find the To'kustar. Heatblast says that he disappeared, but Retaliator doesn't believe him. He turns into Grey Matter and escapes. The Tennysons and Tetrax look on Azmuth's ship, and Gwen finds Azmuth's journal. Azmuth was tracking a malfunction in the Omnitrix. Gwen plays a video of Azmuth disguising the ship when a flash of light knocks it into the forest. The To'kustar appears and walks away. Tetrax recognizes it. Retaliator arrives and aims a gun at the three. He says that Azmuth is dead, playing the video of the To'kustar crushing the ship. He asks for Way Big. Tetrax attacks him, pinning him to the ship. Max asks where Ben is, displaying an image of the Omnitrix. Retaliator asks what it is and the ship's self-destruct activates. Retaliator teleports away and the ship explodes. Gwen shields the others and Max says that they need to find Ben. Gwen can sense him, saying that he's close. Grey Matter makes it home. He opens the door. Sandra and Carl see him and panic. Sandra attacks him and he turns into Diamondhead. Sandra faints and Max stuns Carl. Tetrax returns the Omnitrix to normal. Retaliator arrives and grabs Ben with a rope. He shoots Max. Diamondhead turns into Ben, confusing Retaliator. The Omnitrix starts to crackle and Gwen realizes what is happening. She runs to Ben. The Omnitrix flashes and everyone disappears except Max, Ben's parents, and the Omnitrix. Gwen and Tetrax find themselves in Ben's dream city.
They look around, finding nothing. A voice says that they are on Earth, and a screen appears, floating in the street. Ben and Retaliator are on a crystal world. Ben tries to transform, but sees that the Omnitrix is gone. When he explains what it is, Retaliator attacks him, thinking that he was the To'kustar. Suddenly, they are attacked by a swarm of Lepidopterrans. Retaliator flees, attacking, ad dragging Ben along. The swarm flies away. Gwen casts a spell that says that they're inside the Omnitrix. They are attacked by a swarm of Vulpimancers. Tetrax grabs Gwen and flees on a crystal "hoverboard". The Vulpimancers chase them around the city. 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, which disappear. Retaliator asks Ben is he used the Omnitrix to turn into the To'kustar. Ben says no, but 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, just 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 fails. Retaliator explains that Azmuth is his son, 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. Retaliator tried to contact him when he left for Earth, but only got the video of the To'kustar crushing him. He 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. The To'kustar bursts from the ground. Retaliator tries to attack it, but Gwen stops him. He ties her and Ben together and they slide away, falling off of a cliff and landing safely below. Gwen realizes that he dismantling spell is what broke the Omnitrix. 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. Gwen casts a spell on Retaliator, which causes him to bring everyone out of the Omnitrix, which Max is trying to fix 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. The Omnitrix flashes and zaps Carl and Sandra, who turn into Wildmutt and Heatblast. Wildmutt attacks Ben and 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, transformed in the same way as Ben's parents. Ben realizes that she is right. Tetrax tells Ben and Gwen to stop Azmuth and Retaliator. Ben turns into Way Big. Way Big grabs Gwen and walks to where Retaliator and Azmuth are fighting. He grabs Azmuth and pulls him off of Retaliator. Way Big and Azmuth fight, knocking down buildings. Gwen shields herself as the To'kustars fight. Way Big knocks out Azmuth, but Retaliator sees him and attacks. Way Big is sent flying. Gwen tells Retaliator that Way Big is Ben, and Way Big explains that the other To'kustar is Azmuth. 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 Way Big. Retaliator teleports away and Azmuth swats Way Big away, throwing a building onto him. Retaliator attacks and Azmuth chases him. 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. He is paralyzed and turns into Ben. Gwen falls, but lands safely. Retaliator and Evil Way Big fight. Gwen stops Retaliator from attacking and casts a spell to access Evil Way Big's mind. She tells him to fix the Omnitrix. He realizes who he and Retaliator are, and Retaliator does as well. Way Big grabs Retaliator and merges him with the Omnitrix, fixing it. It flashes. Way Big turns into Azmuth. Azmuth says that the Omnitrix was overloaded with mana, confusing Gwen. He says that he came to Earth to fix the Omnitrix, but was turned into Way Big. Retaliator apologizes, and Azmuth apologizes as well and says that his Mechamorph armor causes aggression. The armor comes off of Retaliator, revealing him to be a Galvan. Azmuth starts to go home, but Ben asks him to change his parents back. At Ben's house, Max and Tetrax are fighting Wildmutt and Heatblast. Retaliator merges with the Omnitrix and Gwen casts a spell that changes Ben's parents back. Retaliator and Tetrax hide. Their memories have been affected so that they forget even grounding Ben, and they go inside. Retaliator takes off the armor, revealing himself to be Azmuth, with the real Retaliator in Ben's hands. They walk off, but Azmuth puts on the Mechamorph armor and merges with the Rustbucket, fixing it. Ben says that he never should have ran away. Later, Ben gives his report on the Age of Exploration as Tetrax leaves Earth. The next summer, the Tennysons go on another road trip when they are attacked by Dr. Animo and a giant frog. They run into battle. 2ff7e9595c
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