Ben 10: Destroy All Aliens 2012

Bellwood skirmish leads to Omnitrix malfunction

Ben, Gwen, and Grandpa Max spend their evenings fighting aliens on the streets of Bellwood. During a battle against a robotic tank, Gwen uses her pink magic to dismantle the machine while Ben remains attached to it, worsening the damage. The resulting disruption triggers a malfunction in the Omnitrix that will ripple through the rest of the story.

Ben is grounded; Omnitrix disrupts homework

Back home, Ben is grounded after a school mishap when the Omnitrix teleports his homework away. He tries to work on a history report, but the device zaps his laptop as well, piling trouble on top of the grounding. The incident underscores how unstable the device has become.

Tetrax arrives; Azmuth seeks meeting; attack by Waybig

Tetrax Shard arrives with urgent news that Azmuth wants to meet Ben. They board Azmuth's ship to seek him, but they are ambushed by an evil Waybig. Tetrax activates a new Omnitrix function during the melee, but before he can explain, danger forces them to fall back.

Ben ejected as Diamondhead; new function shown

The ship is attacked and Ben is blasted into the atmosphere, landing on Earth as Diamondhead. The new ability prevents him from returning to human form when it times out, leaving him in a permanent alien state until rescued. This malfunction sets the stage for a globetrotting pursuit by the Mechamorph threat.

Fourarms battles Mechamorph at Stonehenge; global chase begins

Ben, in the form of Fourarms, arrives at Stonehenge to confront a weaponized Galvanic Mechamorph. The Mechamorph demands to know about the alien that attacked Ben, and the fight tears across the globe as teleportation drags them from Stonehenge to other landmarks. The clash damages ancient sites and tests Ben’s control over his powers.

Grey Matter escape; Ben heads home; clues surface

Meanwhile, Gwen and Grandpa Max receive a call from Ben's parents reporting that Ben has escaped. Ben uses Grey Matter to slip away from the Mechamorph and heads toward Bellwood, while Gwen and Max close in on clues about Azmuth's ship. The chase tightens around the core mystery.

Azmuth's ship log reveals disguise; Waybig's attack continues

Gwen and Max locate Azmuth's ship logs, which reveal that Azmuth disguised the ship as a semi-truck to track and repair the malfunctioning Omnitrix. The logs note that the ship was destroyed by the evil Waybig, underscoring the danger of their mission. The revelation brings new urgency to their efforts.

Mechamorph closes in; Omnitrix restored

The Mechamorph finally catches up to Ben and Gwen near Bellwood, prompting a reunion with Tetrax. Tetrax restores the Omnitrix to normal just as the Mechamorph arrives, buying them a precious moment of safety before the next confrontation. The team steels themselves for the looming clash.

Inside the Omnitrix: battle inside a device

Inside the Omnitrix, Ben, Gwen, Tetrax, and the Mechamorph confront the evil Waybig from within. They are attacked by swarms of Stinkflies and a herd of Wildmutt as they realize the true scope of the threat. The Mechamorph is revealed to be Azmuth’s father, adding a personal motive to the conflict.

The malfunction explained; reversal attempt; parents transformed

Gwen explains to Ben that her dismantling spell caused a pink mana imbalance in the Omnitrix that worsened the malfunction. They attempt to reverse the transportation with Azmuth's father, but the device malfunctions again, transforming Ben's parents into Wildmutt and Heatblast. The revelation that the Waybig is Azmuth himself emerges.

City park confrontation; Waybig contained; Omnitrix fixed

The team follows Azmuth to a city park, where Ben transforms into Waybig to subdue him and hold off the other Waybig while Azmuth regains control. They work to restore the Omnitrix and repair the damage caused by the earlier chaos. The stakes rise as personal relationships and responsibilities collide with the mission.

Azmuth explains pink mana; father revealed

Azmuth reprimands Ben and Gwen for their mistakes and reveals that his father is a Galvan wielding a Mechamorph-type armor. He hints that the pink mana in the Omnitrix will ultimately be understood with time, foreshadowing a larger role for Gwen. The revelation reframes the stakes of their quest.

Restoration and return home; Ben matures

Azmuth repairs the Rust Bucket and restores Ben’s parents to their normal forms. He departs to reconcile with his own father. Ben’s grounding ends, but he chooses to stay home and finish his history report, showing he has learned responsibility.