In Race Against Time, Vilgax's ship has fallen from the sky, and the Plumbers have been studying it for 9 years, and Ben realizes that he crashed from a planet called Ariel, and he and his girlfriend, Julie Yamamoto discover it.
Joel Silver, Andrew Rona and Steve Richards.
Albert Torres and Ryan Engle.
Alex Heineman and Sarah Meyer.
The Movie Premired On November 22, 2013.
- Ben Tennyson (Ryan Kelley) - The main protagonist of the film, 17-years old, he has his Omnitrix, as he is forced to put his relationship with Julie to a test.
- Julie Yamamoto/Shira (Brenda Song/Jarah Mariano) - The deuteragonist of the film and Ben's girlfriend, she starts to bloat and is feeling embarrassed to let Ben see her, she was betrayed by Ship, who was revealed to be Malware to spy on Julie, under Vilgax's orders, in the end, she spends time with Ben in Tahiti, as they are engaged to each other. Brenda Song sings the song "Can You Hear The Night?" at the conclusion of the film.
- Rook Blonko (Corbin Bleu) - The tritagonist of the film and Ben's partner, after Gwen, Kevin and Elena left
- Max Tennyson (Barry Corbin) - Ben's grandfather and had a father-son bond with him
- Magister Patelliday (Tumerua Morrison) - Max Tennyson's 2nd-in-command
- Blukic and Driba (Rob Paulson and Paul Reuben)
- Molly Gunther (Jessica Alba)
- Edward White (Robert Picardo) - the former principle of Bellwood Elementry
- King Cocoboa (Donald Sutherland) - the ruler of Ariel, where the planet has men turn into animals and women are shape-shifters, they worship Ben and Julie due to the courtisies of Ben's Omnitrix and Julie's contact with Ship, he was revealed to have a tapestry with Julie and Ben.
- Vilgax (Hugo Weaving) - The main antagonist of the film, when he crashed in Race Against Time, he rose up and saw Ben's face, he starts to attack him, but ends up defeated, which leads to Ben realizing the truth that Carl and Sandra only adopted him, he escapes and vows to make a powerful attempt to destroy the mysterious planet, known as Ariel
- Malware/Ship (Martin Jarvis) - The secondary antagonist of the film, upon his destruction by Ben, Vilgax had declared Psyphon as his right-hand to resurrect Malware to spy on Julie, using Julie's trust and love towards him in the guise of Ship, realizing that Julie was an heir of Ariel and that she has the power to control the animals, earning Vilgax's attention to create and army.
- Psyphon (Jackie Earle Haley) - The tertiary antagonist and Vilgax's right-hand man, he resurrected Malware to spy on Julie, he created the R.E.Ds (Robotic Extermination Devices) to attack the group
- Jai and Yin Yamamoto (Nirut Sirijanya and Ming Na) - Julie's parents, while her mother is supportive with Ben, her father isn't fond of him
- Azmuth (Anthony Hopkins) - Ben's mentor, he chose Ben so he could keep the Omnitrix in his hands from Vilgax
Aliens used by BenEdit
- Armadrillo (Doug Parker) - used to fight Psyphon in the sewers, who was ???
- Heatblast (Scott McNeil) - used to destroy an alien ship
- NRG (Lee Tockar) - used to save a group of Orphans
- AmPhibean (Doug Parker) - used to ???
- Diamondhead (Trevor Duvall) - used to ???
- Ripjaws (Scott McNeil) - used to ???
- Feedback (Kirby Morrow) - used to finally fight and defeat Malware for good
It all starts 7 years ago, when the planet known as Ariel was being attacked by a Mega-Cruiser, and it was being fired at, until it was shot down by the Alien Meteorite, and it crash lands on Earth at Bellwood Elementry, where Max calls for Plumbers to take a deep look at it.
Ben fights Psyphon in a sewer and fights him as Armadrillo.
- Filming started at November 2012 and ended on March 2013.
1.Theme song, sung by A-Teens - ???
2. All Alien, sung by Smash Mouth - ???
3. V.I.L.G.A.X., sung by Jamie Foxx - ???
4. ???, sung by ??? - ???
5. ???, sung by ??? - ???
6. ???, sung by ??? - ???
7. ???, sung by ??? - ???
8. ???, sung by ??? - ???
9. ???, sung by ??? - ???
10. ???, sung by ??? - ???
11. ???, sung by ??? - ???
12. Can You Hear the Night, sung by Brenda Song - ???
The first trailer was released on May 20: The second trailer was released on July 30: