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''Ben 10: Destroy All Aliens'' is a 2012 [[AllCGICartoon CGI]] film in the ''WesternAnimation/{{Ben 10}}'' franchise. It is the third for the original series (coming after the [[LiveActionAdaptation live action]] film ''Film/Ben10RaceAgainstTime'' and the regularly animated ''[[WesternAnimation/Ben10SecretOfTheOmnitrix Secret of the Omnitrix]]'') and the fourth film in the series overall.

The film takes place at the end of the original series where Ben is now back in Bellwood getting on with his life (as usual not particularly happy about it). During a fight with a tank, Ben is caught in the crossfire from Gwen's magic which affects the Omnitrix and causes it to go haywire more then usual. Tetrax comes to pick up Ben so Azmuth can fix it but en route their attacked by a Galvanic Mechamorph hunter whose also looking for Azmuth. The malfunction from the Omnitrix cause Ben to teleport wildly around the world with the Mechamorph in pursuit. While Tetrax, Max and Gwen try to locate Ben themselves.

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!!The film has the following tropes.

* AesopAmnesia: Lampshaded
-->'''Max''': Now that you're in the clear with your folks, I suppose there's still room in the Rustbucket for a weekend road trip.
-->'''Ben:''' No grandpa I never should've run out on my parents. No point in saving the universe if you lose your family. I've learned my lesson.
-->'''Gwen:''' You'll forget it again. But you've learned it
* AllCGICartoon
* AttackItsWeakPoint: All Tokustars have a weakness on their giant fins.
* BilingualBonus: Chain combos into StealthPun: The Tokustar species is based on Series/{{Ultraman}}, a popular Japanese superhero character. The genre of Japanese cinema/television Ultraman belongs to is called {{Tokusatsu}}. In other words, Way Big is based on a ''toku star''.
* ChekhovsGun: Tetrax's lecture with Ben on how to fight a Tokustar.
* ConvenientlyEmptyBuilding: TurnedUpToEleven with it being an freaking city! Also Ben's neighborhood is strangely quiet to all the noise of explosions and friends screaming in the middle of the night. Must be heavy sleepers.
* EekAMouse: Ben's mother when she sees Ben in his Gray Matter form.
* [[spoiler:{{Futureshadowing}}: Azmuth mentions Mana to Gwen.]]
* InferredHolocaust: An ''entire city'' is heavily damaged and destroyed during a fight with [[spoiler:Way Big and Tokustar!Azmuth]].
* {{Interquel}}: The film takes place between the original series and the sequels.
* LampshadeHanging: Gwen lampshades Ben's tendency to suffer from AesopAmnesia.
* LookBehindYou: Done to the Mechamorph when being asked about the Tokustar. Ben tells him that the Tokustar is right behind him. The Mechamorph falls for it.
* NewPowersAsThePlotDemands: Tetrax somehow gets the ability to lock Ben out of his human form.
* NiceJobBreakingItHero: [[spoiler:Gwen's magic spell used on Upgrade in the beginning of the movie is ''the source of everything bad that happens in the movie''. This gets lampshaded later on, as both Ben and herself say that it's her fault.]]
* NoNameGiven: The Galvanic Mechamorph[=/=][[spoiler:Azmuth's father]] is given no name in this film, with the best name given in outside media being "Retaliator".
* NonStandardCharacterDesign: While almost everyone has their original designs in this film, Way Big uses his appearance from both sequel series.
** The eyes on the character lose their anime-like design and look a tad more normal.
* PapaWolf: Max when Tetrax tries to explain what's going on. [[spoiler:As well as Azmuth's father when he thinks the Way Big killed his son.]]
* PoorCommunicationKills: The Galvanic Mechamorph [[spoiler:really Azmuth's father]] constantly keeps attacking Ben who tries to tell him he's just as confused as he is about where Azmuth is or who the Tokustar is. It isn't until he's fully subdued that he ''finally'' tells the group whats going on. [[spoiler:This trope also nearly comes into play when they find out the Tokustar ''is'' Azmuth.]]
** The ''entire film'' could be said to suffer from this, due to the fact that Ben doesn't tell Tetrax that he's ''grounded'', as well as not telling him that his watch is malfunctioning. Everyone calls him out for not being honest on ''either''. At least [[spoiler: Azmuth's father]] has the excuse that [[spoiler: the suit increases aggression, creating a lot of poor judgment]].
*** Even worse is that [[spoiler: Gwen is also a source of the trouble for not figuring out sooner that ''her magic fucked up everything in the Omnitrix''.]]
* ReunionShow: All of the original voice cast return for this one.
* RetCanon: The film was previously classified as non-canon, but Derrick Wyatt, the art director for ''Ben 10 Omniverse'', says that it's now classified as canon and Ben got Feedback sometime after the events of this film.
* RevengeBeforeReason: The Retaliator.
* RunningGag: Whenever the Mechamorph Hunter has Ben subdued and is answered that said alien he's looking for disappeared. He dismisses this with "Aliens don't just disapper". A second later Ben (in alien form) does (though mostly due to either teleporting or turning into a different alien.)
* ShapeShifterModeLock: Sorta, Tetrax programs the Omnitrix to keep turning Ben into different aliens but won't change him back to normal.
* TheWorfEffect: [[spoiler: Way Big pretty much didn't do anything besides being clobbered.]]
* StatusQuoIsGod: Ben's parents see him transform into aliens but the memory is wiped from them at the end (remember they don't truly find out till ''[[WesternAnimation/Ben10AlienForce Alien Force]]'').
* TitleDrop: by [[spoiler:Azmuth's father]]:
--->"I will DESTROY ALL ALIENS!"
* YouAreGrounded: Ben's parent do this to him due to a mishap at school thanks to Omnitrix going nutty. Ben's disappearance is what causes Max and Gwen to get in on the plot after they phone Max. [[spoiler: At the end, when the parents are restored to normal from the accidental Omnitrix transformation. They conveniently forget about the punishment which frees up Ben to go on a weekend trip with Max and Gwen. Ben turns it down, having learned his lesson from the whole ordeal.]]
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