In Race Against Time, a ship has crashed onto Earth, it looked like Vilgax's ship, 8 years later, the Plumbers discovered it in the Earth, and dug it out to study it. They suddenly witnessed it as a creature emerging, and Gwen tortured it reading it's mind putting in a catatonic state, though Ben used some of those pink eyes from the 1st B10:UA episode, during a battle with Bivalvan, to sense something, he suddenly red minds, and learns when Carl and Sandra asked him not to call them Mom and Dad, and remember why he called Grandpa Max, Max, and has to discover the truth, and meanwhile, witnesses that Vilgax is planning an invasion on Earth, so he could destroy Earth.


November 22, 2013


  • Ben Tennyson/B'Teys (Ryan Kelley) - he is 18 years old, ever since he found out the truth that he was adopted by Carl and Sandra, he had packed his things and moved to an apartment in Bellwood, he realized he was the lost prince of Jol'Varia, he was abandoned to Earth on Cincinetti in an Orphanage, because of a raging war on T'ys!
  • Gwen Tennyson/G'Trys (Galadriel Stineman) - she is 18 years old, she is doing fine without Kevin, ever since she dumped him when she found out that Robot Gwen, and he found out that Elena wasn't Ben's 1st crush, Patty Berkinfield was Ben's 1st crush, she has blue mana, she has the same style from Omniverse
  • Kevin Levin (Nathan Keyes) - was dumped by Gwen for the Robot Gwen, and Kevin had lost his powers for that stunt and for alternating the worlds and was angered at Dylan that he used his car into a monstrous machine, and he lashed his anger out on Argit earlier for making him blow his car up
  • Julie Yamamoto (Brenda Song) - had been an associate of Hotchkiss Gould, and Ben's girlfriend
  • Grandpa Max (Anthony Hopkins) - discovered the Vilgaxian Ship, and suddenly was paralyzed!
  • Azmuth (Gary Oldman) - helped Ben on his past
  • Vilgax (Hugo Weaving) - the main antagonist, he plans the invasion and realized his ship had crashed by Bellwood Elementry, and was studied, and in order to upgrade his R.E.D. Armored Soldiers created by his servant, Psyphon, Vilgax needs 13 shards from the Core Ship to gain access to the north bound system!
  • Psyphon (Matthew Wood) - the secondary antagonist, helps Vilgax on his R.E.D. Armored Soldiers and Drones for the Worldwide Vilgaxian Invasion
  • Dylan Gould (Patrick Dempsey) - the tertiary antagonist, different from the Dylan Gould from Transformers: Dark of the Moon, aids Vilgax on his Worldwide Vilgaxian Invasion because to get power and to survive like in the last 40 years!
  • Bruce (Jai Courtney) - Dylan's bodyguard who shows a hatred towards Ben when he saw him eating breakfast while Dylan and Julie were talking
  • Quan Dai (Byung Hun-Lee) - Dylan's ninja minion who grabbed Julie when Dylan showed his true nature
  • Carl Tennyson (Don McManus) - reveals to Ben that he was adopted
  • Sandra Tennyson (Beth Littleford) - reveals to Ben regrets being a control freak!
  • Pyliss (John Hannah) - Ben's birth-father and king of Jol'Varia
  • Lithya (Venessa Williams) - Ben's birth-mother and queen of Jol'Varia
  • Argit (Andy Dick) - disguised himself as an old woman wearing an ID Mask, while stealing Ben's breakfest because of his ravonous appetite, and stole Kevin's car to put money in it, though he had a bomb in it, when Kevin began pressing a button, and it blew his car up, which ended up towed by Ben to Dylan so he could fix it
  • Helen Creed (Vanessa Hudgens) - Alan Albright's love interest, she has the same tone as Gabriella Montez from the High School Musical, and she is very shy and dosen't want to do Plumber business because of Classified secrets!
  • Alan Albright (Tyler James Williams)
  • Pierce (Taboo)
  • Manny Armstrong (Ogie Banks)
  • Helen Wheels (Tara Platt)
  • Cooper Daniels (Liam Hemsworth) - grew to be Ben's other best friend, due to him dating his sister, Serena
  • Otis Blanc (Michael Caine) - a Plumber general who founded the Plumbers', he is seen in a business suit
  • Forever Knights:
    • Driscoll (Ben Kingsley) - aids Ben with no choice
    • Urien (Michael Sheen) - aids Ben with no choice
    • Frank Tennyson/Patrick (Jason Isaacs) - poses as Patrick in order to become king!
    • Sir Cyrus (Russell Crowe) - aids Ben with no choice
  • Natalie Tennyson/Queen La (Viki Lewis) - Gwen's fake mother
  • Dracaran (Rhys Ifans) - Gwen's birth-father
  • Ferenna (Marina Sirtis) - Gwen's birth-mother
  • Kinecelerans:
    • Halis (Mark Hamill) - the leader of the Kinecelerans as he leads them to fight for honor

Aliens usedEdit

  • Waybig - used to Take down the mothership!
  • WaterHazard - used to to face a Sea Crab Man!
  • AmPhibean - first used to fight off a Goatman
  • BigChill - used to used to Freeze Dylan!
  • Heatblast - ???
  • Humongasaur - ???
  • Wildmutt - ???
  • Cannonbolt - ???


Long ago, a baby boy is born, and is praised. After the celebration, alien conquerors attack, and the parents (John Hannah and Vanessa Williams) hid him into Earth into an orphanage in Cincinetti, and is picked up by and old man (Anthony Hopkins).

10 years later, a ship has crashed, the next day, young Ben Tennyson (Dominic Kay Scott) is seen fishing with his cousin, Gwen (Chloë Grace Moretz) and his grandfather, Max, as Ben goes deep into the ocean into Ripjaws as he catches a fish, suddenly, they encounter a giant droid of Vilgax's.

8 years later, WaterHazard is seen fighting a Goatman while helping Max Tennyson look throught the Labyrinth! They find a strange Rellec known as the Cabre!


  • This is non-cannon from animated universe, and does not show the Robot Gwen.
  • This is the third and final installment of the Ben 10 trilogy on why Ben cannot call Carl and Sandra, "Mom and Dad", and why he called Grandpa Max, "Max"
  • There are countries invaded in the Worldwide Vilgaxian Invasion:
    • France
    • Germany
    • Spain
    • Czech
    • Babylon
    • Izreal
    • Bethlahem
    • Jerusalim
    • Baghdad
    • Peru
    • Russia
    • Kenya
    • India
  • The Theme is based off "Men in Black"!


File:Dark Knight Rises Trailer 3 Music 1080p Hans Zimmer a Fire Will Rise
It all starts with the Warner Bros. Logo and the Dark Castle Entertainment logo, we move to a city, then we Ben Tennyson (Ryan Kelley) looking at the ocean in Area 51, with a solemn look...

Serena Daniels (Brooklyn Decker): It's a great revolution.

and a few helicopter and jets flying, and Otis Blanc (Michael Caine) entering the Plumbers' Base, and we see Helen Creed (Vanessa Hudgens) looking shy around the Plumbers. And we zoom into the lab where we see a close view towards Vilgax (Hugo Weaving) in a coma.

Ben: Yeah, i know it.

With Ben hanging with Serena out in a view in party suits, and then we see Psyphon (Matthew Woods) breaking into the Plumbers' Base with R.E.Ds.

Serena Daniels: I know that.

As she kisses Ben on the cheek, and we see an emerged Vilgax attacking the base, and Grandpa Max (Anthony Hopkins).

From Joel Silver

Vilgax: Ben Tennyson dosen't realize i have returned.

Vilgax and Psyphon hiding in a hidden hideout in the forest. As we see explosions from giant R.E.D drones, and the Plumbers' base being destroyed crushing and killing all Plumbers, and a tennis field between Julie Yamamoto and a friend explodes as they fall to their deaths. And people from at Gould Industries are seen running and retreating, and Bellwood being attacked by Giant R.E.D. soldiers and drones and armored guards riding on R.E.D. wheels. With Max seen in a hospital,

Alan Albright (Tyler James Williams): It's okay.

Alan Albright comforting Helen Creed. And we see Ben being thrown out of a RED-Controlled Car of Kevin (Nathan Keyes)'s.

Helen Creed: No, i'm worried.

Ben being picked up by guards, with a worried Serena watching, and the head of Gould Industries, Dylan Gould (Patrick Dempsey) approaching him.

Dylan Gould: Feels hurtful isn't it.

Ben with an angry look at Dylan.

Hope is Lost

A little boy talking with Cooper Daniels (Liam Hemsworth).

Boy: Is it safe?

Vilgax approaching his ship.

Cooper: I don't know.

Serena with a tearful look. Then we see Kevin's car being used again, and R.E.D. guards approaching, and attacking buildings. With Helen tearing up, Alan running and Dylan approaching with Serena hostage.

Faith is Broken

A full-length attack between the Plumbers and the R.E.D. Armored Guards, and Ben confronting Vilgax in an abandoned hideout.

Helen Creed: I won't bury them, this is not my design.

Helen Creed talking with Otis Blanc about taking a Plumbers' uniform. And Ben is suprised as he comes through...

A Past will be Revealed

.....Jol'Varia, his birth world and home planet.

Ben: I'll try better to stop Vilgax....

Ben fighting Vilgax....

Ben: .....find my real parents.....

Ben being hugged by his birth-parents, Pyliss and Lithya (John Hannah and Venessa Williams).....

Ben: ....and return to Earth to see you again.

Ben talking with Serena in a blue strapless dress, and with long blue opera gloves, with a worried look.

Serena: I love you.

Ben fighting Vilgax, and Azmuth approaching.

Ben: I love you.

Ben meeting Kineceleran wearing scavenger outfits with pointy weapons and Plumber Guns.

On November 22

Gwen (Galadriel Stineman) clashing with a R.E.D. armored guard. And Ben with the Kinecelerans, Forever Knights and Plumbers charging towards Vilgax, Psyphon and the R.E.D. armored guards.

The Epic Battle

Ben as Humungousaur fighting Vilgax in the battle between R.E.D. armored guards and Kinecelerans, Forever Knights and Plumbers', Dylan Gould behind a rock emerged running. Gwen blasting rocks, and Kevin fighting Forever Knights in the warehouse.

Where Ben Tennyson unlocks Secrets from his Past

Ben and the Kinecelerans approaching. Vilgax calling his men, an explosion killing Plumbers. Kevin's car blown up in a desert with Ben, Kevin and Argit (Andy Dick). Kevin grabbing Dylan by the collar. And Ben as Way Big destroying a mothership.

Ben 10: Redemption

Kevin: Please tell me your not gonna crash my plane.

Ben: I'm testing it.

As Ben and Kevin flies through the Rust Bucket III.

Experience it in IMAX, November 22