They walk off, but Azmuth puts on the Mechamorph armor and merges with the Rust Bucket in order to repair it. Animo is similar to the last scene of. Overall, this is the best Ben 10 has to offer. Max tells Carl that he'll find him. Afterward, Tetrax's ship lands on the ground and Tetrax begins to speak to Max and Gwen. Upgrade pretends to not know, but Retaliator decides to interrogate him.
Four Arms arrives at Stonehenge and he then is attacked by a named. When Ben explains what it is, Retaliator attacks him due to believing that he was the To'kustar. They search through the forest and perceive Tetrax's crystals and the abandoned truck. Way Big explains that the other To'kustar is Azmuth, but Retaliator doesn't believe him and attacks. Retaliator says that they were made by Tetramands, but Upgrade transforms into Stinkfly and escapes from Retaliator's grasp.
Retaliator grabs Four Arms, but Four Arms throws him off and Retaliator morphs into a mechanical warrior. The ship is shot in the atmosphere and then a hole opens and Ben is sucked out. Afterwards, Ben calls Max in the hopes that he's needed to save the Earth and reveals he wishes he was still on summer break fighting aliens around the country, but Max won't help him as he doesn't want Ben to push away his family like he almost had with Ben's father when Max was still fully active as a Plumber. Four Arms and Retaliator keep fighting as Retaliator continues to demand information. Suddenly, Ben and Retaliator are then attacked by a swarm of. At Ben's house, Max and Tetrax are fighting Wildmutt and Heatblast.
Azmuth says that the Omnitrix was overloaded with mana, confusing Gwen, who was ignorant at the time about her lineage, and that he came to Earth to fix the Omnitrix, but was transformed into an Evil Way Big. The class is dismissed and the teacher assigns a history report. The story is pretty interesting too as it keeps you guessing on what's going to happen next. Retaliator removes off the armor and reveals himself to be Azimuth and has the real Retaliator in Ben's hands. Retaliator 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 falls to Earth and transforms into Diamondhead just at the right time.
Afterwards,, Gwen and Tetrax find themselves in Ben's dream city. Grey Matter arrives to his house and opens the door. Ben sees the Omnitrix on his wrist and realizes that Gwen's plan worked. The To'kustar from earlier appears and walks away. Retaliator flees and drags Ben along while attacking the swarm.
Evil Way Big realizes who he and Retaliator are and Retaliator does as well. Soon enough, trouble comes looking for Ben as a mysterious alien vengefully searches for answers involving the malfunctioning of Ben's omnitrix and the disappearance of Azmuth the creator of the omnitrix. Tetrax and Gwen arrive and Tetrax is shocked to find himself on. Evil Way Big grabs Retaliator and merges him with the Omnitrix and fixes it. Tetrax distracts Wildmutt and Gwen saves Ben from Heatblast.
Retaliator says that Upgrade caused his teleporter to malfunction and then he shocks Upgrade and interrogates him. The To'kustar bursts from the ground and Retaliator attempts to attack it, but Gwen stops him. Ben realizes that he reminded Azmuth of the importance of family and Retaliator tried to contact him when he left for Earth, but only received the video of the To'kustar crushing him. The Vulpimancers follow and they run on Tetrax's crystal board. Azmuth starts to go home, but Ben asks him to transform his parents back into normal. On the road, the Omnitrix makes a bright flash. However, this scene was deleted from the film.
Retaliator ties her and Ben together and they slide away and fall off of a cliff, but land safely below. Max, Gwen, and Tetrax look on Azmuth's ship and Gwen discovers Azmuth's journal. Ben falls to the ground, but Tetrax manages to catch Ben. Heatblast says that he disappeared, but Retaliator doesn't believe him. Get ready to set your watches because this is Ben 10: Destroy All Aliens! Max shoots at the tank and Ben transforms into anyway. I went in this not expecting too much, and as a result I was totally blown away by all the stuff that happens throughout the film. After Max tries to fix in the Rustbucket, He makes it outside just in time as the Rustbucket is destroyed by the To'kustar.