The first feature film of the Ben 10 animated series. For the overall series it's actually the second film in the franchise coming after Ben 10: Race Against Time as well as the second based off the original series. It's also the Grand Finale canonically and in official order of the series (designated as episodes 49-51) despite that it was produced and took place before the last 10 episodes of the series and aired between "Big Fat Alien Wedding" and "Ben 4 Good Buddy" in Cartoon Network airing order.
An encounter with Dr. Animo accidentally sets off a self-destruct protocol in the Omnitrix. Tetrax reappears, and tells Ben that, in order to stop the countdown (the ramifications of which Tetrax doesn't reveal until later), they must find the only being who knows the inner workings of the device: its creator, Azmuth. Tetrax takes Ben (and Gwen, who stowed away on the ship) on an inter-stellar journey that's anything but leisurely, and that's before considering that Vilgax is hot on their tracks...
This movie provides examples of:
- 11th-Hour Superpower: At the movie's climax, Azmuth gives the freshly-repaired Omnitrix back to Ben, with a new alien: Way Big.
- Actually, That's My Assistant: Tetrax picks up a DNA signature on the watch, thinking it to be Azmuth's, and traces it to Incarcecon. The signature actually belonged to Azmuth's ex-assistant, Myaxx; who replaced Azmuths' signature with her own because Azmuth didn't give her enough respect. The trip to Incarcecon wasn't a total loss, however, as Myaxx was able to lead the group to Azmuth's hideout.
- Alone with the Psycho: Ben finds himself alone with Vilgax on Tetrax's ship, and he can't transform to defend himself since it will accelerate the countdown.
- And the Adventure Continues: As this is the real series finale in canonical order, the film ends with the Tennysons going off to fight zombies at a mall.
- Apocalypse How: Tetrax reveals that if the Omnitrix's self-destruct completes its cycle, it'll cause a Class X-3 to X-4 via a World-Wrecking Wave.
- Armour-Piercing Question: Tetrax gives one to Ben when Ben brags about how many people he has saved with the Omnitrix."That's true, you have helped a lot of people. But ask yourself this: do you help because it's the right thing to do, or for the thrill of being a hero?"
- Armor-Piercing Response: Gwen gives one to Ben when she confronts him over his lack of concern over the Omnitrix’s self-destruct countdown having sped up.Ben: I work best under pressure.
Gwen: This doesn’t only affect you, you know! What about Grandpa? I’m sure he doesn’t want you to get vaporized, or whatever!
Ben: Look, Tetrax and I have it covered. We’ll find Azmuth, he’ll fix the watch, and I’ll keep kicking alien butt!
Gwen: Tetrax said Azmuth would deactivate the Omnitrix, not fix it.
- Asteroid Thicket: Azmuth's planet is surrounded by a dense asteroid field, made worse because he has set up a light-dampening field which prevents anyone from seeing the asteroids.
- Attack of the 50-Foot Whatever: This film introduces Way Big, a giant alien form.
- The Alcatraz: This is first appearance of the prison station Incarcecon.
- Back for the Finale: Tetrax finally makes a reappearance in the Finale Movie after not having been seen since his debut in Season 1.
- Blackout Basement: Azmuth's world has a device which absorbs ambient light, making it nearly impossible to see the asteroids surrounding the planet. According to the commentary, Myaxx sold this technology to Space Pirates which wound her up in Incarcecon in the first place.
- Can't Kill You, Still Need You: After risking their lives to bust Myaxx out of Incarcecon thinking she was Azmuth, Tetrax has lost all patience with Myaxx and demands she give him a good reason not to shoot her back into the prison planet again. Myaxx simply states that due to her nature as Azmuths' former assistant: she knows where Azmuth really is at.
- Crush Blush: Gluto blushes when Gwen compliments him.
- Darker and Edgier: This movie shows a lot more on-screen deaths, best exemplified at Incarcecon where multiple aliens are blown to pieces.
- Disney Death: Gluto is blown up by a blaster during a Heroic Sacrifice and Gwen is seemingly eaten by a feral Wildvine, but both turn up alive during the final battle, the former having regenerated from bits left on Gwen's clothing then rescued her.
- Dude, Where's My Respect?: Myaxx left Azmuth's employ because he never gave her credit for the work she did for him. He's pretty upfront that he probably won't get any better when he gives her her old job back, but she figures it's better than prison.
- First-Name Basis: Notably, this is the first time in the series that Vilgax has ever directly addressed Ben by his given name rather than simply calling him Tennyson, signifying that now It's Personal for him ever since he got stranded in the Null Void.Vilgax: Hello, Ben.
- Grand Finale: To the original series both chronologically and in official production order (before the non-canon Goodbye and Good Riddance).
- Interspecies Romance: There's some Ship Tease sprinkled between Gwen and Gluto; primarily on Gluto's side, but Gwen isn't unresponsive. Invoked and lampshaded (and curiously played up on her side) by Ben:"Great! Gwen's in love with the snot blob."
- I've Come Too Far: Said by Ben in a moment of Heroic BSoD after Gwen supposedly dies when they're right outside Azmuth's door.
- Last of Their Kind: Tetrax reveals that he is the reason why there aren't any other Petrosapiens seen in the galaxy: having given Vilgax a crystalline weapon that had destroyed their homeworld.
- Madness Mantra: "It should've been me, It should've been me," says Ben after he thinks Gwen has been killed.
- The Man Behind the Curtain: Ben, Tetrax, and Myaxx finally reach Azmuth who appears to be a giant creepy figure with an ominous voice. However, it is revealed to be a biosuit which Ben destroys and Azmuth is actually a tiny frog-like alien from the same species as Grey Matter. Even Myaxx: Azmuths' own assistant that helped him build the Omnitrix didn't know this.
- Mood Whiplash: Towards the end of the film, Ben asks Azmuth if he wants to take the Omnitrix back, since he was the one who created it in the first place. Azmuth says in a gentle tone that he created the Omnitrix to help the beings of the universe understand each other better, and if a human like Ben can do that then he sees no reason to take it back. He then changes to an angry tone and says the Omnitrix is nothing but trouble anyway and always has been, saying "good riddance" to it.
- My God, What Have I Done?: Tetrax shares with Ben why exactly he has a beef with Vilgax to begin with. Tetrax was once an arms dealer that stole a powerful crystal from his homeworld for Vilgax long ago. Unfortunately; the Warlord decided to test-fire the crystal on Tetrax's own planet.
- Noodle Incident: The film doesn't detail how Vilgax escaped the Null Void. note
- Oh, Crap!: Vilgax has two of these when he sees Way Big and about to be hurled into space by the giant.
- Running Gag: Tetrax, regarding his friend Gluto having never-before-mentioned abilities. Even Myaxx says this when it's found out that Azmuth was actually a Grey Matter."Who knew?"
- Revenge Before Reason: When Vilgax hunts Ben down on Tetrax's ship, Ben warns him right away about how the Omnitrix is currently in self-destruct mode, so even if Vilgax did manage to get it from him he would just get blown up along with half of the universe anyway. Vilgax simply says he is willing to take his chances and continues to hunt Ben.
- Roaring Rampage of Revenge: When Azmuth brushes off Gwen's alleged death as none of his concern, an enraged Ben transforms into Cannonbolt and attacks the creator of the Omnitrix, completely intending to kill him.
- Sanity Slippage: Granted Vilgax is anything but sane but his imprisonment in the Null Void has cost much of his rationale to fade. His twitchy eye is an indication to it.
- Taking the Bullet: Gluto wraps around a blaster aimed at Gwen, and is splattered by the discharge. He gets better.
- Thrown Out the Airlock: What Vilgax does to some aliens after commandeering their spaceship.
- To Serve Man: Tetrax offers Ben and Gwen a disguise for Incarcecon, as some aliens consider humans a delicacy.
- Two Men, One Dress: Ben and Gwen are given a shoddy-looking yet effective two-person alien disguise when traveling to Incarcecon. It requires one of them to sit on the shoulders on the other, in this case, Ben on Gwen.Gwen: I'm an alien's butt. It's official- worst summer of my life.
Ben: Hey, rock-paper-scissors, two of out of three. I won fair and square.
- Wham Line: "Not just you, of course," spoken by Myaxx about the self-destruct and escalates the core threat of the movie to universal proportions.
- What the Hell, Hero?:
- Myaxx asks Tetrax if he's actually told Ben what would actually happen if the Omnitrix's self-destruct protocol wasn't shut down. When Ben learns the truth, he gets angry at Tetrax for hiding it from him.
- Gwen likewise gives one to Ben as they get further to the hideout for his supposed lack of empathy after they seemingly lose Gluto and on if he likes being the hero sorely for the glory of it rather than genuinely trying to help people.
- Myaxx gives Ben one when he activates the Omnitrix which he knows will speed up the self-destruct countdown.Myaxx: What have you done?!
Ben: I ask myself that question all the time.
- World-Wrecking Wave: If the Omnitrix self-destructs, the explosion will unleash an energy ripple that will, in Tetrax's words, "thoroughly rip apart the universe".
- You Are Better Than You Think You Are: Ben goes downtrodden over the loss of his Omnitrix, believing it to be the reason he's a hero in the first place but Gwen says to him that it wasn't the watch that made him a hero, it's himself.