After Ben defeated the Flame Keeper's Circle, Ben's fans are disappointed that Will Harangue is still calling him a threat or a menace and that they have to support Captain Nemesis (who El Poronto , who is a member of the terrorist group known as Flashpoint (who's line is "A Fire Will Rise"), to pay him $10,000 as a subject of an experiment created by his re-hired assistant, Oliver Thompson. And then Flahpoint staged an attack to have Overlord lure Kevin to a prison where he was once held, and brutaley defeated Kevin, after he was blackmailed by him that Ben is in Bellwood, then he came to Bellwood, and wounds Max Tennyson, and steals his Plumbers' Badge, then Ben feels revenge and starts to go after him. After Ben is lured to the sewers, and betrayed by Gwen, who ditches him because Max and his fans showed affection towards him, Ben is brutaly beaten and broken by El Poronto, as he is taken to the prison where Kevin is held captive, and is in a wheelchair by prisoners who help him heal his legs, back and bones, while he is doing so, El Poronto betrays Harangue and Overlord stating that money is important to him, but domination and chaos was, as he leads the Flashpoint to Bellwood as he attacks, and as Ben's bodyparts are healed, he is ready to get back at El Poronto, who is heading to Washington D.C., to blackmail President Obama, into giving him his presidentry, and that Terrorists will rule America.
- Ben Tennyson (Yuri Lowethal) - in the end,
- Gwen Tennyson (Ashley Johnson) - the secondary antagonist, got tired of Ben getting affection from his fans and Grandpa Max, and joins with El Poronto to conquer the world, in the end, states "This is my World now, Kevin, the Gwen who is a brat is gone, where would you be with out me?", Ben slices her head off revealing she was a Robot and Overlord smashes the Robot Head!
- Kevin Levin (Greg Cipes) - defeated by El Poronto, and is imprisoned, in the end,
- Grandpa Max (Paul Eiding) - wounded by Gwen, and got his Plumbers' Badge stolen by him, in the end,
- Will Harangue (John DiMaggio) - makes a deal with El Poronto to deal with Ben, and keeps Overlord out of sight while he's doing so, but ended up betrayed by El Poronto, in the end,
- Overlord (Christopher MacDonald) - tries to get a chance to keep Ben out of the way, but is shocked along with Harangue and Jennifer Nocturne that El Poronto blew up buildings, and is betrayed by him, in the end,
- Jax (David Lodge) - the one who is imprisoned by El Poronto, and helps Ben heal his body, in the end,
- El Poronto (Andre Braugher) - the main antagonist, was a terrorist leader of Malice and becomes strong enough to defeat Ben, and keeps an oxygen mask on to help him breath, his tone is similar to Bane from The Dark Knight Rises and is Ben's Scorpion, in the end, Is betrayed by Gwen, and killed by Gwen!
- President Barrack Obama (Phil Morris) - in the end,
- Julie Yamamoto (Vvyan Pham) - in the end,
- Jennifer Nocturne (Tara Platt) - in the end,
- Carl Tennyson (Don McManus) - in the end,
- Sandra Tennyson (Beth Littleford) - in the end,
- General Issac Montegu (R. Lee Ermy) - in the end,
- Colonol Rozum (John DiMaggio) - in the end,
- Lt. Steel (Brian Bloom) - in the end,
- Lt. Col. Hosea Jerimiah (Gary Cole) - in the end,
- Major Neil Jackson (Wade Williams) - in the end,
- Captain Jeffery Rylander (Miguel Ferrer) - in the end,
- Sgt. Wilma Crawford (Mae Whitman) - in the end,
- Corporal Hans Jefferson (Bill Fagerbakke) - in the end,
- Heatblast - used to fight El Poronto for the last time!
- Diamondhead - used to slice off the Robot Gwen's head off
- Blox - used to Save Crawford
- Fishtank - used to defeat a Giant Crab!
- This film lasts 69 minutes, and is PG-13, due to blood and cussing.