At his locker, Ben laments that he isn't going to save the world anymore when Cash and J.T. When the teacher grabs Ben's planner and looks through it, he finds an unflattering picture of himself in it, due to which Ben ends up in detention. The class is dismissed and the teacher assigns Ben a history report. Ben tries to submit the homework into his teacher, but the moment his teacher touches it the Omnitrix flashes and the homework disappears. Ben wakes up to find his teacher asking the same question. Ben manages to get away from all of them, but the ground collapses and he is grabbed by Way Big who demands his homework. Ben escapes, only to then be attacked by Four Arms, Stinkfly, Diamondhead, Wildmutt, and Upgrade. The figure ignites, revealing itself to be Heatblast, and attacks Ben. He stumbles across a figure at a dark corner who he believes to be Max. Later, Ben is seen riding on his hoverboard through a green-colored Bellwood, which he finds abandoned.
They walk away, not noticing the Omnitrix crackling with pink energy from the spell that causes green energy to surge within the dial. Max tells them to stop as the danger is over and everyone is okay. Gwen frees Max from the wreckage and while Max is shown to be okay, Ben and Gwen argue over who caused the destruction.
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Upgrade comes out of the pieces and reforms but is jolted by the spell before suddenly reverting back to Ben. He accidentally upgrades its weaponry but maintains control until Gwen suddenly casts a dismantling spell on the tank, which electrocutes Upgrade and causes the tank to fall apart this also almost kills Gwen and Max. They begin arguing until Upgrade pretends to agree with Gwen, but he merges with the tank when she releases him. Upgrade goes to attack the tank, but Gwen stops him with magic as she believes her magic would do a better job than Upgrade's Technopathy. Max shoots at the tank and Ben transforms into Upgrade anyway. Ben tries to use the Omnitrix, but Max stops him from transforming into an alien form. The Tennysons flee from the tank and the Rust Bucket stops due to its tires being popped. The Rust Bucket catches the tank, but the tank aims a cannon at the Rust Bucket. The tank evades the police vehicles and causes destruction through firing missiles that take down buildings. The movie begins with the Tennysons pursuing a runaway tank through the streets of Bellwood.
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