Ben is a celebrity hero, as he is hailed by teens and children as a hero, but when a mysterious enemy with an amputated hand steals the Ultimatrix blood, he makes his own weapon on his left hand called, the "Darkvane", which he can use to turn into evil versions of Ben's alien heroes, as a fight begins.
November 25, 2011
- Ben Tennyson (Ryan Kelley) - now a celebrity hero and challenged Darkvane to a battle after he had injured Max, which he succeeds and sent Darkvane to a Plumber's prison, though his injuries consisted of scars on his back
- Gwen Tennyson (Galadriel Stineman) - Ben's cousin, she has blue mana and wears civilian clothes instead of her school uniform
- Kevin Levin (Nathan Keyes) - Ben's best friend and boyfriend of Gwen
- Max Tennyson (Anthony Hopkins) - Ben's grandfather, who was injured, then when he witnessed Ben battling Darkvane, he argues with him that he wasn't to battle him, which caused Ben to ask how Max would never tell him anymore secrets and storming off, which makes Max remorseful and decided to tell him about Darkvane
- Azmuth (Gary Oldman) - the creator of the Omnitrix and Ben's mentor, he told Ben that Darkvane tested the Omnitrix, and that he went off to kill the people of his hometown, "Gravestone", for calling him a loner, and Azmuth had amputated the Omnitrix off his arm, and had him captived by Area 51
- Julie Yamamoto (Yang Mi) - Ben's girlfriend, and devoted friend, she always consoles him and was kidnapped by Darkvane
- Jules Vernon/ Darkvane(Benedict Cumberbatch) - the main antagonist and the tester of the Omnitrix, he was called, "loner" by people by his house in the park in the basketball field, and had been come by Azmuth to test the Omnitrix, but then Darkvane used the Omnitrix for evil and killing the people at the basketball field using Heatblast, and then turned into Diamondhead, XLR8, Ripjaws, Fourarms and other aliens to destroy his hometown, "Gravestone", that caused Azmuth to amputate the Omnitrix off his hand and be trapped by Area 51 for 7 years, 6 years he waited as he returned stealing the blood of the Ultimatrix, creating the "Darkvane" to place on his hand as he uses his powers for darkness and destruction and had critically injured Max with those abilities, he was challenged by Ben for a battle, and he lost and was captive in a Plumbers' prison to be questioned and to answer for his crimes, though he escaped as Darkvane, thanks to Will Harangue, who asks him to build a Stalker army to destroy Ben, though Darkvane double crossed him by using the Darkvane for destruction
- Will Haranague (Ben Mendelsohn) - an antagonizing reporter of the Harangue Nation who accuses Ben as a menace, because it is good for his ratings
- By Ben:
- ??? - used to ???
- By ???:
- Evil Upchuck (David Lodge) - used to eat up and kill his selfish guard
- ??? - ???
- This has nothing to do with the Robot Gwen.