17-year old Ben Tennyson found a device known as the Omnitrix, from Vortex Industries, and discovers it was created by a galvan known as Azmuth, he trains Ben to use it against evil, and discovers that Vortex Industries' head, Julian Christ has used part of the Omnitrix's DNA to make a full-fledged army.
Scheduled to be Released 2013
Warner Bros., Dark Castle Entertainment
- Ben Tennyson (Max Thieriot)
- Gwen Tennyson (Ashley Tisdale)
- Max Tennyson (Anthony Hopkins)
- Julie Yamamoto (Brenda Song) - Ben's true love and devoted friend!, she was an associate of Vortex Industries
- Axel (Corbin Bleu) - Ben's best friend
- Azmuth (Christopher Plummer)
- Dr. Louis Jonas (Wallace Shawn)
- Young Ben (Logan Grove)
- Dustin Price (Tom Felton) - Ben's rival
- Louie Brand (Robert Sheehan) - Dustin's friend
- Iggy Write (Evan Ross) - Dustin's friend
- Carl Tennyson (Tom Selleck)
- Sandra Tennyson (Cate Blanchett)
- Principle Alexander Morrison (Jeffrey Tambor) - whom Max Tennyson dislikes, and allows Ben to be bullied!
- Mr. Erik Ireland (Billy Burke) - Ben's school teacher who broke up a fight between him, Dustin, Axel, Louie and Iggy
- Hamato Yamamoto (Donnie Yen) - Julie's father
- Ying Yamamoto (Jean Yoon) - Julie's mother
- General Otipus Rahn (Ben Kingsley) - head of the S.A.C.T.
- Colonol Rozum (Michael Gross) - member of the S.A.C.T.
- Major Tyson Brooks (Neil McDonough)
- Lt. Steel (Channing Tatum)
- Sgt. Brendon Grant (Jonathan Taylor Thomas)
- Mr. Orson Paxton (Bob Haskins) - gym teacher
- Louie Mann (Jackie Chan) - the janitor
- Frank Tennyson (Jason Issacs)
- Natalie Tennyson (Scarlett Johanson)
- Julian Christ (Kyle Toomey) - the main antagonist and the head of Vortex Industries, has used the Omnitrix's DNA to create an army, he was made CEO, when the original owner died, perhaps poisoned by Julian!
- Juliana Vincent/Rip Hazard (Jennifer Aniston) - a surfer who dosen't want to be losing her family, merged with Ripjaw and Water Hazard, and wanted to be a normal girl
- Portor C. Depot/AmPNRG (Anthony Anderson) - an escaped convict, merged with both Ampfibian and NRG
- Omar Terrence/Armafrillo (Cary Elwes) - a country boy who was banned for doing something kids should never do, merged with both Armodrillo and Swampfire
- Nick Leach/ChamMonkey (Jenson Ackles) - a new yorker who caused trouble, merged with ChamAlien and Spidermonkey
- Dr. Kirk Felix/TerraStorm (Doug Jones) - A Scientist, merged with TerraSpin, and Brainstorm!
- Dr Animo (Gary Oldman) - serves as Julian's scientist and mutated Kevin into Ultimate Kevin
- Kevin Levin/Ultimate Kevin (Taylor Lautnor/ David Sobolov) - Kevin was chased by Lt. Steel for days and months, and becomes Ultimate Kevin
- Argit (Andy Dick) - been with Kevin to meet up to Vulkanus
- Vulkanus (John DiMaggio) - waited for Kevin and Argit for Taednite
- Joey/Rojo (Avirl Lavigne) - she is the 1st villain to be defeated by Ben, she and her gang attacked a grocery store when Ben and Max were shopping for groceries
- Rojo's gang:
- Azul (T'Keyah Crystal)
- Armaillo (Lindsey Lohan)
- Verde (Moon Bloodgood)
- Morado (Maria Canals)
- Anaranjado (Paulina Perette)
- Heatblast (Steve Blum)
- Four Arms (Richard McGonagle)
- Diamondhead (Jim Ward)
- Cannonbolt (Fred Tatasciore)
- Big Chill (Mark Hamill)
- Swampfire (Ogie Banks)
- Way Big (Fred Tatasciore)
- Jetray (Charlie Adler)
In Ohio, in an orphanage, Max Tennyson (Anthony Hopkins) visits the orphanage to adobt someone, a nun shows a baby boy named Ben. Max decided to pick him up. He takes him to Bellwood in care of his son, Carl (Tom Selleck) and his wife, Sandra (Cate Blanchett).
Seventeen Years Later
Ben (Max Thieriot) is having a rough day, being hit by a basketball by his rival, Dustin Price (Tom Felton), he is asked by a girl if he can come to her party, but Ben said he was busy, she said it will be cool. Then, Ben tried to get his book for class, but got his arm squished when a couple was making out, and when he did, he accidentally bumped into Principle Alexander Morrison (Jeffrey Tambor), who he angered for bumping into him. Then Ben finally got into class and met up with his close friend, Axel (Corbin Bleu). Later, after lunch, Ben sees Dustin forcing a big kid named James (Jonah Hill) by getting his lunch, though Ben tells Dustin to stop picking on him, but when Ben calls Dustin a jerk, Dustin throws a basketball at Ben's face knocking him down, causing him to kick him in the stomach, but Axel saves his life by punching him, which leads all 4 of them to Principle Morrison's office causing them 5 hours of after school detention. Ben calls Grandpa Max telling him that he has 5 hours of after school detention, and Max promises to pick him up at 5:01.
Meanwhile, Kevin Levin (Taylor Lautnor) and his partner, Argit (Andy Dick) are seen at a diamond store, where they robbed a ginormous piece of taydnite, where they are attacked by Lt. Steel (Channing Tatum) and the S.A.C.T. (Special Alien Capture Team) as they pursue them in Kevin's car. At last, they lost S.A.C.T., as they got into an abandoned warehouse, to see Vulkanus (John DiMaggio), who tells them to keep finding him more taydnite.
At 5:01, Ben is picked up by Max and his cousin, Gwen (Ashley Tisdale), whom is jealous of Max's relationship with Ben, Ben is brought back home, as he lays flatly on his bed. He watches television, he sees a commercial of Vortex Industries, where it's CEO, Julian Christ (Christopher Eccleton) has told people about alien technology. The next day, Ben goes to check out Vortex Industries, he meets one of the associates, Julie Yamamoto (Brenda Song) who was feeding a galvanic mechamorph, who tells him not to get her in trouble. Ben then looks around the whole place, as he sees a door with green energy inside, Ben enters it, and sees a orb like containment tool, Ben opens it, to see a device watch-like weapon, Ben almost touches it, but when the Omnitrix jumps on Ben's wrist, Ben starts to freak out. He tries to get it off, by using a tool to get it off, but to no avail. Ben sees a tiny little button, he presses it, and sees type of aliens in the watch, he sees a fire based alien silhouette, Ben accidentally presses it turning into Heatblast (Steve Blum), freaks out saying he's on fire, he calms down, and accidentally causes liquids, glasses, papers and everything to accidentally burn, he then started floating when green light emerged from earth to an unknown planet, known as Primus, where he first meets Azmuth (Christopher Plumber), who teaches him to control the power. Ben as Heatblast uses it on dummies, and has use flying abilities with a rock beneath his feet and that Ben can use other aliens, Azmuth tells Ben to try and learn how to control the Omnitrix properly.
Later, when Ben got back on earth, he sees Christ yelling at Julie to find a way to get somewhere, before someone else does as he drives off in his limoscene. Ben catches up to the limoscene, he comes by to tell Christ that it was fault and not Julie's, he told him not to punish Julie, but he refused and told his driver to drive him back. Ben looked back at Julie, who frowned and walked away.
Later, Ben and Max went out shopping for some groceries, while Ben picked out some groceries, Grandpa Max was pumping gas, whom he was told by Ben about the Omnitrix. Later, a girl dubbed as Rojo (Avril Lavigne) attacks the gas station and steals money. Ben turns into Fourarms (Richard McGonagle) and fights her gang, and Ben is being distracted by Rojo as she was about to shoot him, because Max jumped and took the hit, leaving a wound, angered, Ben savagely attacked Rojo, he then picked up Grandpa Max, and took him to a hospital.
The next day, Ben gives a silent treatment, Axel and James come to say sorry to Ben, that they feel bad for Max's injury. Julie, who was a classmate here, comforted Ben for Max's injury. Dustin teasingly states, "The new kid on the block kind of gets picked on." As he starts smoking on Ben's face, with his friends, Louis Brand (Robert Sheehan) and Iggy White (Evan Ross) laughing, Dustin continues to harass him some more, Julie, Axel and James tell Dustin to stop, but Dustin kept smoking in Ben's face, but he had a silent treatment, though Dustin is making fun of Max of how he kindly treated Ben. He then makes a square made of smoke through Ben's face, he asks where Max is now, as he about to blow another, Ben punchs the cigarette off his mouth, and knocks off his latte, and grabs him by the collar, and angrily tells him to stop making sick jokes about his grandfather, and he grudgly smacked his hands off him, they start to fight, Louis tackles Ben, but Ben throws him on the floor, Iggy tries to attack him, but Axel attempts to fend him off. And Ben and Dustin get into a fist fight, Louis grabs Ben's jacket, but Julie hits him on the head with a book. Mr. Ireland (Billy Burke) comes by, and sees the fight and breaks it up, and reports them to Principle Morrison's office. He gives the 5 another 5 hours of detention, Ben starts to angrily ask Principle Morrison why he is not preventing bullies to mistreat him, and Morrison tells him that he allowed him to be bullied, because he hates his grandfather, and that he is pathetic and an old oaf and is worthless. To that, Ben states that Principle Morrison is a vain, greedy, cold-hearted maniac, Morrison states, "How dare you?!", Ben states, "How dare i?!, how dare you make horrible things about my grandfather?!", as he punches his face, to that Morrison angrily states 7 hours of detention for Ben, but Ben storms off, with Morrison angrily tells Ben to come back in his office, Axel stands by Ben, saying that everything he said about Morrison is true.
Ben talks to Max about Morrison and Dusty's horrible words about him. Max tells Ben that something some words about people are bad and that can be horrifying anytime. Before he leaves, Dr. Louis Jonas (Wallace Shawn) informs Ben that he will be out in 4 days.
Meanwhile, Ben in his car heads out to an abandoned warehouse, with a soda, as he starts the radio listening to a song, "Heaven helps the Man" as he dances through with his jacket off. Suddenly, he hears Kevin and Argit, he puts back on his jacket, turns off the radio, and hides in his car. As Kevin and Argit grab a huge crate of taydnite. Suspicious, Ben follows them, and he uses his alien, Diamondhead (Jim Ward) to act like a taydnite statue, as they drive off to the warehouse. Vulkanus is stunned to see the statue, only to be attacked by Ben as Diamondhead. Kevin and Argit start to attack Ben, but Ben managed to fend them off, Kevin asks for Argit's help, but Argit showed his true colors and betrayed Kevin by knocking him with quills. Until Lt. Steel knocked him out, and Vulkanus tried to escape, only for Ben to slice him, before the Omnitrix powered down, to reveal Vulkanus' true form, and Steel grabbed with a metal cage, and takes all 3 in custody, and asks Ben if he is alright, he said he was good, he states the Omnitrix that it was a nice watch, and Ben leaves.
Meanwhile, in Vortex Industries, Dr. Aloysius James Animo (Gary Oldman) looking at cameras of Ben as Heatblast and Diamondhead, with his pet seagull. Christ returns to see green blood on worms when they start evolving into lepidopterrans. Christ then becomes obsessed with the Omnitrix's DNA, he then tells his plan to Animo, and the worms. Animo shows Christ about Ben as the aliens, Christ then becomes obsessed that he needs to make his own army to bring back Ben to him so he can strip the Omnitrix.
Later on the next day, Ben meets up with Julie and they start to grow romantic toward each other. Later, when Julie went to see Vortex Industries with the green blood of the Omnitrix being test on a brunette ponytail girl being tested on, thus merging her with a Florauna, making her a humanoid. Julie asks why Mr. Christ is doing this, just to make a few changes for humans. He warns Julie to work for this one, but to this, Julie quits. But, Christ decides for his employees to proceed without her.
Ben then meets up with Julie in a pink strapless bikini at the beach, they meet Juliana Vincent (Jennifer Aniston) who was surfing when a shark took abit of her. She then leaves, and Ben and Julie take a swim.
The next day, they are in class, they work together on a test. Ben later met up in a dodgeball match against Dustin, Ben defeated him. And he and Julie met in swimming class, Ben outsmarts Dustin by swimming fast enough. Then at night, Ben meets Julie's parents (Donnie Yen and Jean Yoon) at dinner. They talk about Ben, he asks if he can take Julie out to a dance party. Later, Christ calls upon Juliana, Porter C. Depot (Anthony Anderson), Omar Terrence (Cary Elwes), Nick Leach (Jensen Ackles) and Kirk Felix (Doug Jones) and uses the green blood on them. Meanwhile, Ben is shown in a texido, while Julie in a pink strapless flower dress as they began dancing in the party, when suddenly 5 alien hybrids known as Rip Hazard, AmPNRG, Armafrillo, ChamMonkey and TerraStorm attack the party, and Ben turns into Cannonbolt (Fred Tatasciore) to fight all 5 of the menaces, they heard on the speaker from Christ's voice to return to Vortex Industries, and they left, Ben then re-unites with Julie. Then, Christ is disgraced of how the 5 did horribly for not trying to capture Ben, he turns to Animo to find him someone who desires great power.
The next day, Dr. Animo decided to enter the prison cells. As he entered without the guards knowing Dr Animo decided to go to Kevin's cell, as Dr Animo enters Kevin's cell, Kevin asks him what do you want from me. Animo replies back to give you a even much more greater power to stop Ben Tennyson. Kevin replies back and tells him why should I trust you, Dr Aloysius James Animo asks him because I am a genius scientist and together with the power of the two of us we can defeat Tennyson. OK! but I will give you my word that I would never ever trust Argit again and I really hope old man that you are nothing like a betrayer like Argit. You have my word replies Dr Animo.
Ben and Julie were chatting around discussing about Christ on his plan. Ben thinks Christ wants him.
Meanwhile, Kevin enters Vortex Industries and lays on a table, as he places serums inside him and shot his blood into green blood, thus making him an amalgam of the Omnitrix aliens, thus turning him into Ultimate Kevin (a amalgam of Diamondhead, Fourarms, Swampfire, Humungousaur, Jetray, Big Chill, Chromastone, Brainstorm, Spidermonkey, Lodestar and Rath).
Ultimate Kevin later heads to the high school and attacks and tries to capture Ben, Ben tells Julie to run, as he transforms into Big Chill (Mark Hamill) to fend off Kevin. Suddenly, Kevin starts an explosion, when Principle Morrison arrives, seeing the mess, he is presumely killed. And the high school is torn down, and the football field is destroyed when other football players except Axel are killed as they fell in to their deaths, though the cheerleaders manage to escape. Ben saves the janitor from a crash by a flag falling down on him, Mr. Ireland is killed when a building collapse on him. Julie is safe, with her father worrying, though he saw Ben, whom he blames for nearly getting Julie killed, he forbids Julie to see Ben again, for nearly getting her killed, Julie puts her hand on Ben's cheek, but Ben removes her hand and bids goodbye to her, as he walk pasts Axel and James, and a injured Dustin, who smirks at him.
At night, Ben looked down at himself, Sandra came in, and asks Ben if everything is alright, and Ben replied, "No". Sandra came by and told Ben that he's not her's and Carl's natural born child, he was in an orphanage in Ohio, Grandpa Max picked him up, and brought him to Bellwood in their house. Ben asks why didn't Max tell him, Sandra tearfully said that she and Carl wanted to keep him safe. Ben forgives her, as they hug, though Sandra tearfully walked out. Meanwhile, Julie looked at a picture of her and Ben at the dance, she cares about him, suddenly, Ultimate Kevin smashes through her window and grabs her, Mr. Yamamoto heard upstairs and sees that Kevin has nabbed Julie. Meanwhile, Ben gets a call from Julie, but realizes that it was Christ's voice, who tells him that if he dosen't come alone to retrieve him the Omnitrix, Julie will die. Having no choice, Ben heads down to Vortex Industries, though Carl and Sandra watched as they followed him, Meanwhile, Christ is disappointed in Julie for quitting the Industries. Then, Animo sees video screens of Ben outside coming out of his car. Ben comes in, and he shows his jacket with no weapons. Carl and Sandra suddenly appeared worried that Ben might die, Christ sees that they have came to see Ben getting stripped from the Omnitrix, suddenly, Dr. Animo shot Carl and Sandra with a gun, and Christ turned confusingly to Animo, whom he told to keep a close eye on Ben, and the others keeping Julie hostage. Ben is strapped on the table, he angrily shouts at Animo for shooting Carl and Sandra, Animo told him they weren't his parents, his real parents were Pyliss (his father) and Lithya (his mother), that's why he had to kill them, Ben then starts to hallucinate and sees an illusion of his father, Pyliss (David Bowie), who tells him he is truly strong and has the power to control the Omnitrix. Then Ben starts to struggle to break free, but Animo tries to stop him and tells him, "No one will escape the dark one!", but Ben transforms into Swampfire (Ogie Banks) and escapes and fights Rip Hazard, AmPNRG, Armafrillo, ChamMonkey and TerraStorm and rescues Julie, though Kevin attacks him, but Lt. Steel covers Ben and fights him, Ben proceeds to battle all 5 of them, he traps ChamMonkey in plant seeds, defeats Armafrillo, flames out AmPNRG, gets TerraStorm knocked out with plant knock out and defeats Rip Hazard, who told him that her power isn't what she wants and wanted to be human, to have a normal life. Ben promises to put an end to all of this, Kevin tries to kill him, but Axel smashes Mr. Yamamoto's car through the glass window to hit Kevin, and Axel comes out of the car with a baseball bat determine to challenge Kevin, who thinks he can kill him, as Axel keeps distracting Kevin, Ben straps out electric wires to Kevin's tail, electrocusing Kevin to human, knocked out, Mr. Yamamoto tells Ben to save Julie, Ben nods and heads out to find Julie somewhere in the building.
Christ heads toward to Animo, ordering him to make more blood samples. Though Animo told Christ that it was his idea he used the Omnitrix's blood, and that he can have more power, though Christ said why he killed Carl and Sandra, Animo warns Christ that no one will stand in the dark one's way, Christ angrily asks who the dark one, Animo angrily told him not to dare defy his master, the dark one. Christ angrily realized he was his servant and fires him, though Animo states, "If you can't use your power, then i'll have to do it for you!", as he pulls out a wire from his control panel and bites it, electrocusing himself, Christ grabs him to let go of the cord, but it shocked him to the machine through the glass shard of the Omnitrix's blood falling on him, as he slips and grabs a lever which electrocuses him to mutation.
Ben finds Julie tied to a goo, Ben breaks Julie free, as he embraces her, until suddenly an earthquake came, and emerged a mutated Christ, now calling himself Vortex (Swampfire for the head, Ghostfreak for the eyes, Upchuck's tounge for his tounge, eight arms (Spidermonkey, Lodestar, Ripjaws and Fourarms being the lefts and Brainstorm, Upgrade, Diamondhead and Humongasaur being the rights), Wildmutt being the right leg, Atriguana being the left leg, XLR8 being the tail, Armadrillo being the chest, BigChill being the wings and Eatle's top being the horn) and Ben and Julie jump off and cling on to each other. Ben tells Julie to run and stay safe from Vortex, he says he'll handle him, as he tries to turn into an alien, Vortex uses his tounge to prevent him from doing so. Axel must help Ben, though Animo (now greenskined and nearly bald with white hair, and with shocked teeth) emerges from a rooftop that fell on him and grabs Axel and tries to kill him with blade attached to the machine, Mr. Yamamoto stops Animo from trying Axel, but suddenly Animo stabs Mr. Yamamoto in the stomach. Then, he walks to a control panel in a secret place he kept hidden, he releases a DNA Bomb, which can turn all humans into mutants, and that he de-evolutionize the world. Meanwhile, Ben is grasped by Vortex, who mockingly states that Ben has no friends, no family and no grandfather to save him, but Azmuth offscreen says, he's not alone, and he jumps on Ben's left arm, and presses the Omnitrix, and turns him into Way Big (Fred Tatasciore) as he ultimately defeats Vortex. Axel shouts out to Ben that Animo is insane and is about to turn everyone into mutants, Ben transforms into Heatblast to stop Animo saying, "Okay, Animo, science class is cancelled!". Animo states, "You're too late, you'll never stop me, or the dark one!", and Ben states, "If i can't shut it down, i'll just have to turn it up!" as he fires fire at the Bomb as he destroys it, shutting it off, Axel keeps Animo distracted by switching mutation with cure, as Ben fully destroys the bomb, it explodes as it turns Kevin, Rip Hazard, AmPNRG, Armafrillo, ChamMonkey and TerraStorm back to human, the Omnitrix's blood glows as it flies right back into the Omnitrix fully repairing it, with some of Ben's aliens back inside, though the Vortex Industries is about to crash as Ben jumps off and turns into Jetray (Charlie Adler) and saves Axel, Steel, Kevin, Animo, Juliana, Portor, Omar, Nick and Kirk and flies them down on the ground, and Ben goes back to save Mr. Yamamoto, who sees a wound coming out of his stomach, and rescues him by flying him down, and Ben is transformed back to normal, and tells Mr. Yamamoto that he's going to a hospital, but Mr. Yamamoto refuses and that he tells Ben something: "I't's Our Little Secret!", then Ben thinks of something, and that he must protect Julie, meanwhile, the Juliana, Portor, Omar, Nick and Kirk are transferred to a hospital, and Juliana thanks Ben for restoring them to normal. The next day, Ben has designed himself a green jacket with 3 white stripes, and a 10 logo, and is wearing a black shirt, blue jeans and black and white shoes. And Ben meets Grandpa Max at the hospital and picks him up, Ben confesses to Ben that he was worried that he would be dead or injured, as they hug. Ben later met up with Julie, apologizing for her father's death, and they hug and kiss each other. Later, they went back at the dance again, when Axel was taking his date, they bump into Dustin, Iggy and Louis confronting saying they want to see Ben, but Axel refuses and tells them to leave Ben alone. Dustin will, but the fingers crossed his back were lies and when Axel was walking, Dustin kicked him, Axel was aware, and he tried to fight Dustin, but Iggy and Louis tackled him, Ben and Julie arrived, but they were shocked Axel attacked by Dustin. Ben jumps off and kicks Dustin in the face, and he tackles Louis, while Axel fights off Iggy, and Julie and Axel's date were cheering for them. Axel knocks out Iggy by punching him in the eye, and Ben bangs Louis on Dustin's car knocking him out. But Dustin got up, and picked up a crowbar and said, "I'm break you limb through limb, Tennyson!", but Ben dodged the crowbar attack, Ben took it and hits Dustin with it, as he grabs his hair, and punches Dustin in the stomach, and the face, Ben and Axel high-five each other for their victory, and Julie and Axel's date congratulated them, and kissed them both. As they went inside, they started to a slow love song, Ben says to Julie that he'll always love her, and Julie will do the same, as they kiss.
Later in a mid-credit scene, Animo is seen in a dark allyway meeting his master, the Dark One (Charlie Adler), saying he has Ben the truth about his parents, and the Dark One replies, "Excellent, Ben Tennyson, won't know what hit him!" Suddenly Kevin Levin comes in and wants revenge from Ben Tennyson and he says to himself "The next time we fight Tennyson, it will be your last and this time Im going to kill you and you are going to suffer for ever". And at the end Kevin Laughs maniacly and insane..
- This Ben 10 film did not make the same mistakes that were excused in Ben 10: Alien Force and Ultimate Alien
- The theme song from Ben 10: Race Against Time.
- Ben's adopted parents (Carl and Sandra) were killed by Dr. Animo
- the songs "Hey Mickey", "Move it Like This", "and "Two Steps Behind" are featured at the party the Ben and Julie went
- It is said that Kevin Levin can mutate back to his normal form and turn again to his monster form
- In The Vortex, Ben sees many villains from the Past including, the Robot Gwen
- This movie is based on the episodes, And Then There Were 10, Alliance, Framed, Goodbye and Good Riddance, Kevin's Big Score and Ben 10: Secret of the Omnitrix.
- Julian Christ is based off Obediah Stane
- A scene where Ben and Julie off of Christ is similar to Eric and Ariel jumping off a gigantic Ursula and clinging on to each other as seen in The Little Mermaid.
- This movie is also based on The Ben 10 episode Kevin 11 this is because at the end Kevin laughs maniacly and he wants revenge.
- There will be a sequel