Myaxx says that Azmuth built the self-destruct to keep the Omnitrix out of the wrong hands. This file contains additional information, probably added from the digital camera or scanner used to create or digitize it. If the file has been modified from its original state, some details may not fully reflect the modified file. During the course of the movie, it's revealed that Gwen goes to school with Ben and stops him from using the Omnitrix by saying it was a prop for the talent show.
Alien Kid • Alton Alabaster • Amazing Alan • Andy • Aniceto • Arnold • Baby Celestialsapien • Bahrvad • Bailiff • Barry • Ben's Teacher • Bezel • Bill Gacks • Billy • Blowfish • Bob • Dr. Ben Tennyson • Gwendolyn Tennyson • Ken Tennyson • Max Tennyson • Rook Blonko • Kai Green • Kevin Levin • Kevin's Spouse • Devlin Levin • Argit • J.
He is devastated by Gwen's sacrifice and starts pounding at the wall before turning back into Ben.
During the quest to find and destroy Eon, she shows deep concerns for Ben when he isn't taking anything seriously. Borges • Brad • Private Brownbag • Agent Bryson • Caitiff • Carol Smith • Sergeant Cast Iron • Centur Squaar • Chicken Alien • Cicely • Sergeant Cookmeister • Cow Alien • Decka • DJ • Judge Domstol • Donovan GrandSmith • Doug • Dragon • Earl • Ectonurite Twins • Eddie GrandSmith • Edith • Edna • Egor • Elsgood • Elves • Emily • E-N • Eunice • Mr. He says that he can find Azmuth's DNA signature on the Omnitrix in his ship, and they can use that to find him. On the ship, Tetrax gives a suit to Myaxx and a gun and the two go out to detach the ship from Vilgax's. Azmuth asks why Ben continues to defend the Omnitrix, and Ben says that it is because he thinks of people besides himself. Vilgax picks up the Omnitrix signal Myaxx fits the Omnitrix with a device that will stop the energy bursts.

He blames Myaxx for the disaster - if he didn't have the Omnitrix, Gwen wouldn't have died.
Fang • Fistina • Fitz • Fritz • Frolic • Gar Red Wind • Gaterboy • Genaro • Gil Steptoe • Gilbert • Gluto • Grick and Grack • General Groff • Haplor • Harold • Hector • Helena Xagliv • Helio • Herve • Highbreed Councilors • Hotel Guard • Hugo • Ignaceous • Immovable Object • Ishiyama • Jamie • Jeff • Joan Maplewood • Joe • Mrs. Ben comes in as Heatblast, gravattack, or XLR8, deactivating the DNA bomb and freeing Max and Gwen.
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. Kelly • Krakken • Kwarrel • Kyle Monitor • Lackno • Laurence Wainright • Kenko • Lepidopterran Kid • Councilwoman Liang • Lillimusha DiForestini • Lobster Man • Agent Locke • Loovis Slerdlerk • Lu • Lucy • Lukik • Madison • Madison's Father • Mad Harangue • Mad Rook • Malice • Mandy • Margie • Marty • Sheriff Mason • Maureen Nocturne • Mechamorph Guard • Medic • Mildred • ML-E • ML-E's Mother • Moldywarp • Mother Celestialsapien • Myaxx • N-8 • N-D • Naljian Mother • Natalie Alvarez • Megawhatts • Orb • Parts Dealer • Dr. Tetrax tells Ben that transforming speeds up the countdown and tells him not to use it again.
On the way, Tetrax tells Ben about how he betrayed his home planet to Vilgax and it was destroyed.
Pervis • Peterson • Pierce's Girlfriend • Porcupine • President • Probity • Pyxi • Quince • Rayona • Roger • Colonel Rozum • Sanctuary Guardians • Screegit • Sentinel • Sheelane • Shelby • Dr. Gwen destroys drones with a spell and runs into the control room where Vilgax and Gluto are fighting. Shueman • Smoothy Vendor • Smuggled Psycholeopterran • Sock Vendor • Spellbinder • Lieutenant Steel • Steve Cummings • Sugilite • Sumo Slammer Collecting Boy • Tack • Technorg • Tentacle Vendor • Tetramand Priest • Thaddeus J. Ben and Gwen stop the ship from crashing, but they fly into a rock pillar and crash anyway. Collins • Thomas Jingles • Tiffany • Tiffin • Tim Dean • Tini • Tiny • Tiny's Father • Tiny's Mother • Toby Monitor • Todd Maplewood • Trina • Trukk • Twotwo • Tyler • Ultimos • Vance Vetteroy • Vexx • Viktoria • Walt • Warrior • Mr. Ben turn into Stinkfly, but then into Wildmutt and Diamondhead before the Omnitrix settles on Grey Matter.

Tetrax programs a scanner with Azmuth's signature and says that it's dangerous for the prisoners to see Ben and Gwen as humans.
Ben makes the Omnitrix release an energy burst that destroys all of the drones and knocks Vilgax and Sixsix away. The Omnitrix discharges a burst of energy knocking Ben into a worker and getting the Tennysons banned from the mall. Azmuth says that he didn't create a weapon, that the Omnitrix was a peace device, and people like Ben and Vilgax turned it into a weapon. Azmuth says that the universe being destroyed is the best thing that could happen, and Ben calls him a selfish jerk. 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. The lair begins to collapse and the four run outside, where Vilgax, Sixsix, and many drones are.
Gluto reveals that he can speak English and has understood every insult Ben has used on him. The Tennysons hear a radio bulletin that zombies are attacking a mall and head to fight them.

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