Ben 10: Destroy All Aliens is a 2012 Cartoon Network Film. directed by Victor Cook, it's the first Ben 10 film to be animated in CGI. the plot follows Ben, Gwen, and their grandfather Max spend their evenings battling aliens on Bellwood's streets. During a battle with a robotic tank, Ben as Upgrade and Gwen argue about the best way to defeat it, resulting in Gwen casting a dismantling spell on the tank while Ben is still attached to it. Unknown to the group, this causes a malfunction in the Omnitrix.