Directed By: Sebastian Montes, Scooter Tidwell
Starring: Tara Strong (Ben Tennyson), Meagan Smith (Gwen Tennyson), Paul Eiding (Max Tennyson), Dwight Schultz (Dr. Animo), Dee Bradley Baker (Robotic Lt - Wildmutt - Gluto - Eye Guy - Alien Prisoner #1 - Automated Security), Steve Blum (Vilgax - Heatblast - Nightmarish Alien - Alien Fly Prisoner), Richard Steven Horvitz (Grey Matter - Stinkfly Prisoner), Jim Ward (XLR8 - Ripjaws Prisoner - Incarcecon Security), Dave Wittenberg (Upchuck - Alien #2), Dave Fennoy (Tetrax - Alien #1 - Alien Prisoner #2), Vanessa Marshall (Myaxx - Salesperson), Robert David Hall (Azmuth), Richard McGonagle (Four Arms), Fred Tatasciore (Cannonbolt - Way Big)
After a fierce battle in a power plant with Dr. Animo, Ben notices something strange happening with the Omnitrix but doesn't tell anyone (except Gwen and Grandpa Max). Tetrax arrives, drawn to the self-destruct signal broadcast by the Omnitrix. He takes Ben to go find the creator of the Omnitrix and fix it before it destroys itself, Ben, and the universe along with it (with Gwen stowing aboard to help her cousin).
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