Bernadette Meets Ben 10: Destroy All Aliens

**Bernadette meets Ben 10: Destroy All Aliens**, also known as **Bernatrix 2: Destroy All Aliens** is the third episode of the Punch Time Exploders. This is the story of Bernadette's last adventure with Ben before the timeskip leading up to "Bernadette and The Powerpuff Girls Movie".

**Disclaimer: So no one gets huffy about the recent Ben 10 reboot, this episode will focus on the movie from the original Ben 10 series.**

## Plot

### Story

The movie begins with Bernadette and the Tennysons pursuing after a runaway tank through the streets of Bellwood. The tank evades the police vehicles and causes destruction through firing missiles that take down buildings. The Rust Bucket catches the tank, but it aims a cannon at it. The Tennysons flee from the tank and the Rust Bucket stops due to it's tires being popped. Ben tries to use the Omnitrix, but Max stops him from transforming into an alien form. Max shoots at the tank and Ben transforms into Upgrade anyway. 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 and they begin arguing until Upgrade pretends to agree with Gwen, but he merges with the tank when she releases him. Upgrade upgrades the tank's weaponry but Bernadette helps him maintain control until Gwen suddenly casts a dismantling spell on the tank, which electrocutes Bernadette and Upgrade and causes the tank to fall apart as well as almost killing her and Max. Upgrade comes out of the pieces and reforms but is jolted by the spell before suddenly reverting back to Ben. Gwen frees Max from the wreckage and while Max is shown to be okay, Ben and Gwen argue over who caused the destruction but Max tells them to stop as the danger's over and everyone is okay. They walk away, not noticing the Omnitrix crackling with Pink Energy from the spell that causes green energy to surge within the dial.

Later Ben is riding on his hoverboard through a green colored Bellwood, which he finds abandoned. He stumbles across a figure at a dark corner who he believes to be Max until it ignites and is revealed to be Heatblast who attacks him but, but he escapes, only to then be attacked by Four Arms, Stinkfly, Diamondhead, Wildmutt, and Upgrade. Ben manages to get away from all of them, but the ground collapses and he is grabbed by Way Big who demands his homework and Ben wakes up to find his teacher asking the same question. Ben tries to submit the homework into his teacher, but the moment his teacher touches it the Omnitrix flashes and the homework disappears. The class is dismissed and the teacher assigns a history report. When the teacher grabs Ben's planner and looks through it, he finds an unflattering picture of himself in it he gives Ben detention. At his locker, Ben laments that he isn't saving the world when Cash and J.T. appear and close him in his locker. Ben attempts to transform into Four Arms, but he transforms into Heatblast instead. Heatblast then breaks out of his locker, causing the fire alarm to go off, and flies home, while Bernadette transforms into a Tetramand-Pyronite hybrid off-screen, only to revert back to normal when arriving at Ben's house. While inside of his house, Heatblast hides in his bedroom when his parents Carl and Sandra arrive. Fortunately for him, Heatblast reverts back into Ben just in time, but his parents noticed that there are burnt footprints on the carpet leading to his room and ground him wen he can't come up with an explanation. Ben states that he is supposed to go fishing with Grandpa Max, but his parents stick to the punishment. Afterwards, Ben calls Max in the hopes that he's needed to save the Earth and reveals he wishes he was still on summer break fighting aliens around the country, but Max won't help him as he doesn't want Ben to push away his family like he almost had with Ben's father when Max was still fully active as a Plumber.

Ben tries to write his report about the age of exploration when the Omnitrix flashes and his laptop disappears and he believes his Omnitrix vaporized it but doesn't think much of the incident and calls Gwen and attempts to deceive her into helping him with his report, but Gwens refuses and hangs up her phone. Suddenly, a crystal flies through the window and Tetrax arrives. Ben and Tetrax fly away on their hoverboards and Tetrax says that he received a message from Azmuth, saying that he needed to meet with Ben. Ben is excited to go. Ben Bernadette and Tetrax fly into a forest and head to where Tetrax's ship is parked. Tetrax is surprised that Azmuth isn't there. The Omnitrix starts to flash, arousing Tetrax's suspicion, but Ben flies off to look for Azmuth. On the road, the Omnitrix makes a bright flash.

A truck heads towards Ben, but Ben crashes his hoverboard and the Omnitrix zaps the truck, which veers into the forest. Ben runs to it, but a branch falls on him and traps him. Ben then sees a To'kustar and it tries to step on him, but Tetrax stops it and frees Ben. Ben tries to transforms into Way Big, but he transforms into Stinkfly instead. Tetras says to Stinkfly that the fin on the To'kustar is its weakness and they attack the large alien. Stinkfly flies to the Tokustar's head, but the Omnitrix times out early and Stinkfly reverts back into Ben and falls. Ben grabs onto the fin and the Omnitrix flashes, causing the To'kustar to then disappear. Ben falls to the ground, but Tetrax manages to catch Ben, and they discover that Bernadette has mysteriously turned into a human-sized To'kustar. Meanwhile, Gwen and Max are ready to leave and go fishing when Carl calls Max and says that Ben is gone. Max tells Carl that he'll find him. Back in the forest, Tetrax thinks that the To'kustar is connected to Azimuth and Ben says that they should search for Azmuth. After they enter into Tetrax's ship, Tetrax activates a setting on the Omnitrix and the OzMatrix, but he won't tell Ben about what it is. The ship takes off and Ben is excited to be on an adventure. The ship is shot in the atmosphere and then a hole opens and Ben is sucked out. Ben falls to Earth and transforms into Diamondhead just at the right time. After landing on the ground, Diamondhead has no idea where he is located.

Meanwhile in the Rust Bucket, Gwen tries and fails to track Ben, only getting as far as the forest. They search through the forest and perceive Tetrax's crystals and the abandoned truck. Gwen casts a spell on the truck and reveals it to be a ship. Afterwards, Tetrax's ship lands on the ground and Tetrax begins to speak to Max and Gwen. As Diamondhead is walking down the street, the Omnitrix times out and Diammondhead transforms into Four Arms instead of reverting back into Ben, while Bernadette turned into a hybrid of the two. The two arrive at Stonehenge and are attacked by a Galvanic Mechamorph named Retaliator and Gantu, the Captain of the Galactic alliance. Retaliator says that he is looking for an alien and Four Arms and Retaliator engage in a fight, but Retaliator can teleport. Stonehenge starts to topple, but Four Arms catches it and Retaliator says that it is a Galvan practical joke. Retaliator grabs Four Arms, but Four Arms throws him off and Retaliator morphs into a mechanical warrior. Retaliator keeps demanding an alien and Four Arms knocks him away, but he teleports back and attacks Four Arms. His missiles carry Four Arms into the sky, but he figures out how to control his flight and flies back to Retaliator. Retaliator flies to meet him and shoots him, but Four Arms throws the missiles at Retaliator and they cause an explosion. Four Arms jumps onto Retaliator and they crash into the ground. Retaliator says that he shot down Tetrax's ship and blasts Four Arms away. Four Arms mentions Azmuth and Retaliator asks what he knows of him. Four Arms and Retaliator keep fighting as Retaliator continues to demand information. They destroy Stonehenge and Four Arms swats Retaliator away before he transforms into Upgrade again, and Bernadette turns into a different hybrid. Retaliator appears and is confused to see Upgrade and he asks where Four Arms went. Upgrade pretends to not know, but Retaliator decides to interrogate him. They teleport away and end up in Rio, with Bernadette not following them. Retaliator says that Upgrade caused his teleporter to malfunction and then he shocks Upgrade and interrogates him. They teleport again and land on the pyramids on Egypt. Retaliator says that they were made by Tetramands, but Upgrade transforms into Stinkfly and he and Bernadette escape from Retaliator's grasp. After attaching Retaliator to the pyramid with his slime, Stinkfly explains the Omnitrix, but Retaliator doesn't believe him. Retaliator chases him and shoots Stinkfly, which knocks him out of the sky. Retaliator, Bernadette and Stinkfly then teleport into Bellwood and land on a building. Meanwhile in the forest, Tetrax explains what happened to Max and says that he altered the Omnitrix to keep Ben from reverting back into normal. Max is furious about what has happened and Gwen says that Azmuth might be able to find Ben and says that the ship is his. They enter into the ship while Retaliator chases Stinkfly around the city and shoots at him. Retaliator projects water at Stinkfly that knocks him into a building, but Heatblast emerges from the building and flies to attacks Retaliator. Retaliator freezes Heatblast and grabs him with giant tweezers. While dangling him off of a building. Retaliator asks Heatblast where to find the To'kustar. Heatblast says that he disappeared, but Retaliator doesn't believe him. Luckily, Heatblast transforms into Grey Matter and escapes from Retaliator's grasp.

Max, Gwen, and Tetrax look on Azmuth's ship and Gwen discovers Azmuth's journal. It states that Azmuth was tracking a malfunction in the Omnitrix and Gwen plays a video of Azmuth disguising the ship when a flash of light knocks it into the forest. The To'kustar from earlier appears and walks away. Tetrax recognizes the To'kustar, but Retaliator arrives into the ship and aims a gun at the three. Retaliator says that Azmuth is dead and plays the video of the To'kustar crushing the ship. After Retaliator asks for the To' Kustar, Tetrax attacks him and pins him to the ship. Max asks where Ben is and displays an image of the Omnitrix. Retaliator asks what it is and the ship's self-destruct activates. Retaliator teleports away and the ship explodes. Fortunately for the three, Gwen shields the others with her mana and Max says that they need to find Ben. Gwen is able to sense him and says that he and Bernadette are close. Grey Matter arrives to his house and opens the door. Sandra and Carl see him and panic. Sandra attacks Grey Matter and throws him back outside, but Grey Matter lands and transforms into Diamondhead. Sandra faints and Max stuns Carl with a weapon. After Tetrax returns the Omnitrix to normal, Retaliator arrives and grabs Diamondhead with a rope. Retaliator shoots Max and Diamondhead reverts back into Ben, confusing Retaliator. The Omnitrix starts to crackle and Gwen realizes what is happening. She runs to Ben before the Omnitrix flashes and everyone disappears except Max, Ben's parents, and the Omnitrix. Afterwards, Gwen and Tetrax find themselves in Ben's dream city.

They look around and do not find anything. A voice says that they are on Earth and a screen appears, floating in the street. Ben Bernadette and Retaliator are on a crystal world and Ben tries to transform, but he sees that the Omnitrix is gone. When Ben explains what it is, Retaliator attacks him due to believing that he was the To'kustar. Suddenly, Ben and Retaliator are then attacked by a swarm of Lepidopterrans. Retaliator flees and drags Ben along while attacking the swarm. The swarm then flies away and Gwen casts a spell that says that they're inside of the Omnitrix. Gwen and Tetrax then are attacked by a swarm of Vulpimancers, but Tetrax grabs Gwen and flees on a crystal "hoverboard", with Gantu joining them. The Vulpimancers chase them around the city and Gwen casts a spell that sends them onto a building. The Vulpimancers follow and they run on Tetrax's crystal board. They leap off of the building and Gwen casts a spell that teleports them away, leaving the Vulpimancers to fall to the ground and disappear.

Meanwhile, Retaliator asks Ben if he used the Omnitrix to transform into the To'kustar, but Ben says no and Retaliator doesn't believe him. Tetrax and Gwen arrive and Tetrax is shocked to find himself on Petropia. Gwen says that it isn't really Petropia and that it is only a simulation in the Omnitrix. Gwen thinks that the Omnitrix may have scanned them and Ben realizes that they're stuck. Retaliator flies away with Ben, but Gwen catches him in an energy bubble. Tetrax cuts Ben away from Retaliator. Retaliator tries to teleport, but he fails and reveals that Azmuth is his son, whom he hasn't seen for thousands of years until he suddenly returned home. Ben realizes that he reminded Azmuth of the importance of family and Retaliator tried to contact him when he left for Earth, but only received the video of the To'kustar crushing him. Retaliator took it upon himself to get revenge on the To'kustar, arriving in Bellwood and shooting down Tetrax, believing him to be the To'kustar. Ben realizes that the Omnitrix probably scanned the To'kustar and that it is probably in there with them. The floor starts to crack and Ben sees his homework and laptop inside of the ice. The To'kustar bursts from the ground and Retaliator tries to attack it, but Gwen stops him. Retaliator ties her and Ben together and they slide away and fall off of a cliff, much to Bernadette's rage, but Ben and Gwen land safely below. Gwen realizes that he dismantling spell is what broke the Omnitrix and she still hopes to escape, but Ben doesn't think that they can.

They fly back to the battle and Gwen thinks that magic and Upgrade caused the problem, so they can also fix it. Gwen intends to use Retaliator, who is fighting the To'kustar with Tetrax, instead of Upgrade. The To'kustar falls down and Gwen casts a spell on Retaliator, which causes him to bring everyone out of the Omnitrix. After Max tries to fix in the Rustbucket, He makes it outside just in timeas the Rustbucket is destroyed by the To'kustar. Ben sees the Omnitrix on his wrist and realizes that Gwen's plan worked. The To'kustar stomps off and Retaliator follows. When Ben tries to transform, the Omnitrix flashes and projects a blast at Carl and Sandra, transforming Carl into Wildmutt and Sandra into Heatblast. Wildmutt attacks Ben and Heatblast attacks Max and Gwen. Retaliator attacks the To'kustar, but it throws him into a building. Tetrax distracts Wildmutt and Gwen saves Ben from Heatblast, while Bernadette helps fight them both. Tetrax says that Ben's parents are disoriented and Gwen realizes that the To'kustar must be Azmuth due to the fact that the Omnitrix transformed him in the same way as Ben's parents. Ben realizes that she is right and Tetrax tells Ben and Gwen to stop Azmuth and Retaliator. Ben transforms into Way Big, and Bernadette turns into a To'kustar as well, and he grabs Gwen and they walk to where Retaliator and Azmuth are fighting. Way Big grabs Azmuth and pulls him off of Retaliator. Way Big and Azmuth fight and knock down buildings. Gwen shields herself as the To'kustars fight and Way Big knocks out Azmuth, but Retaliator sees him and attacks. Way Big is sent flying and Gwen tells Retaliator that Way Big is Ben. Way Big explains that the other To'kustar is Azmuth, but Retaliator doesn't believe him and attacks. Way Big grabs him, but Azmuth attacks Way Big. Retaliator frees himself and attacks Azmuth. Way Big defends Azmuth as Gwen explains how Azmuth was transformed into an Evil Way Big.

Retaliator teleports away as Azmuth swats Way Big away and throws a building onto him. Retaliator attacks and Azmuth chases him. Afterwards, Way Big tells Retaliator to aim for the fin by mistake, and Retaliator does. Way Big jumps in front and is hit in the find. Way Big is paralyzed and reverts back into Ben. Gwen falls, but lands safely as Retaliator and Evil Way Big fight. Gwen stops Retaliator from attacking and casts a spell to access Evil Way Big's mind and she tells him to fix the Omnitrix. Evil Way Big realizes who he and Retaliator are and Retaliator does as well. Evil Way Big grabs Retaliator and merges him with the Omnitrix and fixes it. The Omnitrix flashes and Evil Way Big transforms back into Azmuth as the Grand Councilwoman arrives to quell the fighting. Azmuth says that the Omnitrix was overloaded with mana, confusing Gwen, and that he came to Earth to fix the Omnitrix, but was transformed into an Evil Way Big. Retaliator apologizes and Azmuth apologizes as well and says that his Mechamorph armor causes aggression. The armor comes off of Retaliator and reveals him to be a Galvan. Azmuth starts to go home, and Bernadette prepares to go to jail, but Ben asks him to transforming his parents back into normal. At Ben's house, Max and Tetrax are fighting Wildmutt and Heatblast. Retaliator merges with the Omnitrix and Gwen casts a spell that transforms Ben's parents back. Retaliator, Gantu, Tetrax and the Grand Councilwoman hide somewhere else as Carl and Sandra's memories have been affected so that they forget even grounding Ben, and they go inside after allowing for him to participate on a fishing trip with Gwen and Max. Retaliator removes off the armor and reveals himself to be Azmuth and has the real Retaliator in Ben's hands. The Grand Councilwoman sentences Bernadette to five years imprisonment on Incarcecon, followed by life in community service. They walk off, but Azmuth puts on the Mechamorph armor and merges with the Rust Bucket in order to repair it. Ben says that he never should have ran away. Later, Ben gives his report on the Age of Exploration as Tetrax and Bernadette leaves Earth. During the following summer vacation, the Tennysons are going another road trip when they are attacked by Dr. Animo and his giant Mutant Frog. The movie ends with Ben, Gwen, and Max running into battle.

### Epilogue

Five years have passed since that incident, and before she is released, she suddenly engages in an unexpected conversation with The One Who Is Above All (who just happens to be God from El Arca). TOWIAA tells her that a war is going to take place in the United Universes and he wants her to gather an army to combat the forces of Lord Rottenday, Malefor and Kaos.

## Aliens Featured

* Ben's Transformations
	+ Upgrade
	+ Heatblast (selected alien was Four Arms)
	+ Stinkfly (selected alien was Way Big)
	+ Diamondhead
	+ Four Arms
	+ Upgrade
	+ Stinkfly
	+ Heatblast
	+ Grey Matter
	+ Diamondhead
	+ Way Big

## Trivia

* Although this is the third episode made, canonically, this is supposed to be the second episode in the series as a whole.
* After the entire episode was posted on dA, the admins asked if Parts 2 and 6 had mature content, which they didn't.
* This moisodes introduced the **Peter Griffin's Title Drop Cameo** running gag in this adventure series.
	+ Bernadette: You AGAIN?! The other To'kustar is down! You don't have to do this!
	+ Azmuth's father: I must! But this time... I will destroy all aliens!
	+ Peter Griffin: (o.s.) Ah! Ah! He said it! He said it!
	+ Bernadette: Where did THAT come from?

## Links

* deviantART
	+ Part 1: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-1-393725489
	+ Part 2: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-2-702389292
	+ Part 3: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-3-702389328
	+ Part 4: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-4-726187437
	+ Part 5: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-5-726197394
	+ Part 6: https://www.deviantart.com/heavyhitterconnor/art/Bernatrix-2-Destroy-All-Aliens-Part-6-726198299

* Full story: https://docs.google.com/document/d/1KzsCsv\_feT53r37FylT1QFOiaLtH9Otn9PISZDRccZw/edit?usp=sharing