Bernadette Meets Ben 10: Secret of the Omnitrix, also known as Bernatrix: Secret of the Omnitrix is the second episode of the Punch Time Exploders. This is the story of how Bernadette tells the story of how she began her bond with the young Ben Tennyson and how they share something in common. It is part 1 of the Bernatrix trilogy, and one of two prequels 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.

Editor's Note: Due to a prior controversy, the wikia page for this episode will be protected at all costs!



Bernadette Willows is arrested and put on trial by the Galactic Federation for "intergalactic copyright infringement", evidenced by her creation of the OzMatrix, a copy of the Omnitrix that gives its wearer Osmosian DNA in order to better fuse with the various aliens from the original Omnitrix's Codon Stream. Bernadette is sentenced to find Azmuth, the creator of the Omnitrix, and get him to approve of the OzMatrix's creation. Their only lead on Azmuth is that he sent the Omnitrix to Earth. She departs on her newly-created vessel, the BWF-7000, and arrives on Earth, only to encounter Ben Tennyson, who decides that she can help him rescue his cousin Gwen and Grandpa Max.


The film begins with Gwen and Max being chained to a device built by Dr. Animo. Gwen wanted to go to the mall. Animo says that a nuclear reactor will detonate his DNA bomb. Then, Ben comes in as Heatblast, XLR8, or Eye Guy (as in the different beginnings), deactivates the DNA bomb and frees Max and Gwen, with the help of Bernadette, who takes the form of a mutant amalgamation of the three aforementioned aliens. Animo flies away on a Mutant Hornet and the bomb releases an energy wave that hits Heatblast/XLR8/Eye Guy. The Omnitrix crackles with energy and the Omnitrix times out, causing Heatblast/XLR8/Eye Guy to revert back into Ben and Animo flies away with the Mutant Hornet. The Omnitrix glows orange and recharges and Ben transforms into Stinkfly, but then transforms into Wildmutt, then transforms into Diamondhead, and then transforms into Grey Matter. Animo flies into a room with vats of toxic liquid. Grey Matter flies in on a hoverboard and lands and hits Animo with it. The board is destroyed in a vat and Animo grabs Grey Matter and throws him at a vat. Luckily, Grey Matter manages to grab a chain and hangs over it. Animo crashes into a wall with his Mutant Hornet and is pinned under his bug and Grey Matter reverts back into Ben and falls, but Gwen catches him with a spell. Later, Max takes Gwen to a mall, leaving Bernadette outside for safety reasons, and Ben, who is bored, gets into trouble through the Omnitrix discharges a burst of energy that knocks Ben into a worker and gets the Tennysons banned from the mall. Gwen is furious at Ben and storms off. Inside of the Rust Bucket, a bright light wakes the Tennysons up in the night and it is revealed to ship that lands next to the Rust Bucket and Tetrax exits from the ship. Ben apologizes to him for destroying the hoverboard, but Tetrax says that he's there because he picked up the Self-Destruct Mode signal from the Omnitrix, and that when it is destroyed, it will destroy Ben. Bernadette lets it slip that she copied the Omnitrix to make the OzMatrix, and if she doesn't get Azmuth's approval, she will go to jail.

Ben realizes that Animo's DNA wave was responsible for triggering the self-destruct mode and Tetrax says that he can't fix it, but Azmuth, the creator of the Omnitrix, is able to. Tetrax says that he can find Azmuth's DNA signature on the Omnitrix in his ship, and they can use that to find him. He also says that they have about four days. Later, Ben, Bernadette and Tetrax say goodbye to Max and Gwen. Max tells Ben to take it seriously and Ben, who is very enthusiastic and confident, and Tetrax enter into the ship. Ben is impressed by Tetrax's ship when Tetrax gives him a tour. Ben meets Tetrax's pilot, Gluto, and the ship takes off. Elsewhere in a different ship, Vilgax commandeers a ship from some aliens and he picks up the SDM signal. On Tetrax's ship, Tetrax performs tests on Ben and the Omnitrix, but cannot find a DNA Signature. Ben tells him to look on the back, and he finds it. He scans for Azmuth and finds a signal on a prison planet, Incarcecon, where Bernadette reveals a villain named Lord Rottenday is incarcerated. An alarm goes off from the lower level and Ben and Tetrax enter into there. Ben tries to transform into XLR8 in order to search for the intruder, but transforms into Wildmutt instead and discovers that the intruder is Gwen, who says that she thought Ben needed backup, but Wildmutt accidentally opens the hatch.

Wildmutt, Bernadette (now a Pyronite/Vulpimancer hybrid), and Gwen start to get sucked into space. Tetrax closes the hatch as Wildmutt reverts back into Ben, but the countdown to self-destruct in the Omnitrix accelerates. Later, Ben plays in Tetrax's overboard simulator and Gwen tells him that Max doesn't want Ben to be vaporized and reminds him that Tetrax said that Azmuth would deactivate the Omnitrix, not fix it. Ben doesn't believe her, but Tetrax confirms. Tetrax tells Ben that transforming speeds up the countdown and tells him not to use it again. The Omnitrix then releases a burst of energy and Ben goes flying. In the control room, Gwen talks with Gluto as the ship approaches Incarcecon and Tetrax programs the ship to appear as a garbage truck and it is accepted into the prison. They land in a garbage disposal bay and Tetrax programs a scanner with Azmuth's signature and says that it's dangerous for the prisoners to see Ben and Gwen as humans. He gives them a disguise and the three search for Azmuth in the prison. A prisoner notices Tetrax and follows him and Tetrax tells Ben and Gwen to wait for him. Ben thinks that he sees Vilgax. He transforms into Upchuck and runs off to fight the prisoner, with now-part-Gourmand Bernadette in pursuit, which leaves Gwen exposed to the other prisoners. Upchuck attacks "Vilgax" while the prisoner that was following Tetrax, who is revealed to be know other Sixsix, attacks him and Upchuck and "Vilgax" fight with each other. "Vilgax" grabs Upchuck, but she isn't Vilgax: She is revealed to be a female member of his species and throws Upchuck away and he reverts back into Ben. The prisoners realize that Ben has the Omnitrix and surround Ben and Gwen. However, Lord Rottenday has been revealed to have somehow escaped and prepares to fight them while they're helpless.

Ben tries to activate the Omnitrix to transform into an alien, but the Omnitrix is timed out and has to recharge, and Lord Rottenday says he won't rely on his "henchmen" to fight, using the prisoners instead. Gwen grabs a pipe and fights off aliens and Ben does as well. Tetrax and Sixsix fight with each other when Tetrax sees the commotion. He climbs onto a hoverboard and comes to Ben and Gwen's aid and fights prisoners. The female Vilgax arrives and recognizes the Omnitrix and she reveals that she is Azmuth, the creator. Gwen casts a spell that knocks out an alien prisoner and Ben asks "Azmuth" to fix the watch, and she says that she will if Ben frees her. A prisoner carries Ben off, but the Omnitrix discharges energy and frees him from the prison. Gwen and Tetrax rush over to Ben, and he wakes up. Gluto flies over and opens the ship and the three get in and Lord Rottenday, his Mechamorph partner, and the prisoners follow and manage to knock prisoners off of the ship, but allow "Azmuth" to enter. Ben closes the ship and Sixsix rides on the ship but is shot off and floats in outer space. "Azmuth" scans the Omnitrix, but reveals that she is actually Azmuth's assistant, Myaxx. Tetrax is furious, but Myaxx says that she knows where Azmuth is: Xenon. The name frightens Tetrax and he reveals that when the Omnitrix is destroyed, the universe will be destroyed too.

Myaxx says that Azmuth built the self-destruct in order to keep the Omnitrix out of the wrong hands and Ben is angry at Tetrax for not telling him that the Omnitrix will destroy the universe. The group learns about Lord Rottenday's trial before his incarceration. At Incarcecon, Vilgax picks up Sixsix and the Omnitrix signal. Myaxx fits the Omnitrix with a device that will stop the energy bursts. The ship arrives at Xenon, which is cloaked - including its asteroid field. Tetrax sends Ben out onto the ship to use the Omnitrix's homing device to guide Gluto. The Omnitrix sends out a homing signal and Ben guides the ship. The Omnitrix sends out a beam that illuminates the planet and asteroid field while Gluto picks up a signal from a giant incoming piece of debris and drills land of the ship and grab it. They come from Vilgax's ship. Drones start to enter the ship. Vilgax demands the Omnitrix. Tetrax sends Ben a pod, and Ben gets in while Bernadette fights Lord Rottenday. Suddenly, drones cut through and enter Tetrax's ship, followed by Vilgax and Sixsix. The pod is built for Gluto, and Ben has trouble figuring it out. Tetrax destroys drones in the ship. The pod speeds towards a piece of debris.

Ben figures out how to steer the pod and flies to the ship and he is pursued by drones. On the ship, Tetrax gives a suit to Myaxx and a gun and the two go out to detach the ship from Vilgax's. Vilgax and Sixsix go to the control room to find it empty and he sees Myaxx and Tetrax outside and sends Sixsix. Gluto grabs Vilgax, but Vilgax throws him off. Ben figures out the pod's weapons and fights the drones and Gwen destroys drones with a spell and runs into the control room where Vilgax and Gluto are fighting. Ben continues to evade the drones in the pod and makes his way to the ship and Tetrax opens the ship for him and Bernadette. Vilgax sees Ben. Drones attach to the pod. Sixsix climbs out and attacks Tetrax and Myaxx. Ben shoots Sixsix and knocks him off his helmet. Gwen arrives at the control room and discovers that Gluto has been destroyed. A drone shoots her, but Gluto regenerates and saves her. This time, he is destroyed for good and the pod explodes, but Ben and Bernadette lands in the ship. Vilgax confronts him.

Vilgax attacks Ben and Bernadette, who run. Ben tells Vilgax the Omnitrix is set to self-destruct, but Vilgax doesn't care. Myaxx and Tetrax untethered their ship from Vilgax's. Ben opens the hatch and Vilgax goes flying into space and the ship starts to enter Xenon's atmosphere. Gwen tries to fly it with little success and Ben arrives and Gwen tells him that Gluto sacrificed himself. Tetrax and Myaxx reenter the ship and Ben and Gwen stop the ship from crashing, but they fly into a rock pillar and crash anyway. The ship slides towards a canyon, but stops before it falls off. Tetrax and Myaxx arrive and The four ride hoverboards towards Azmuth's compound. They find it overrun by vines. The vines then transform into Florauna and attack Gwen. The group shoot at the Floraunas, but they keep coming. Gwen saves Ben from a Florauna, but it grabs her instead and drags her away. Seeing Gwen in real danger, Ben transforms into Four Arms, not caring about the countdown, despite Myaxx’s warning. Four Arms and Bernadette chase after the Florauna, but it drags Gwen underground and eats her. Once it gets away with Gwen, all the other Floraunas stop attacking and leave. Four Arms tries to rescue Gwen, but he cannot due to an impenetrable hatch closing behind it.

Four Arms pounds at the ground trying to open the hatch to no avail. Tetrax sadly tells Ben that there’s no way to save her, and that the Florauna were never going to stop until they had one of them. Ben collapses to the ground and he blames Myaxx for the disaster - Ben claims that if he didn't have the Omnitrix, Gwen wouldn't have died and Myaxx becomes defensive. Tetrax calms them down and she takes them to a place Azmuth may have gone to. On the way, Tetrax tells Ben about how he betrayed his home planet to Vilgax when he was young and it was destroyed. When he heard Vilgax wanted the Omnitrix, he vowed to never let Vilgax get his claws on another powerful weapon again. Ben blames himself for Gwen's death and believes that his reckless behavior a the reactor somehow set off the SDM. Tetrax says that they have to keep going before the Omnitrix self destructs so that Gwen and Gluto and everyone else wouldn’t have died in vain. Myaxx stops and Ben and Tetrax fly through a security laser that triggers an energy field and Tetrax saves Ben as they fly through it. A camera recognizes the Omnitrix and then a hologram of a being in a suit asks what Ben is doing with “his Omnitrix” and reveals that he is Azmuth. Ben introduces himself. He asks Azmuth to turn off SDM, but Azmuth shuts more doors. He says that he won't shut it off. Ben angrily transforms into Cannonbolt, much to Bernadette's surprise, and breaks down the doors after revealing that he’s come too far to turn back, and that two of their most valuable teammates have died making it that far (Gwen and Gluto). Cannonbolt tells Azmuth to shut off the Omnitrix, but when he further refuses, he states that if the universe is doomed anyway, he says that Azmuth will go down first and attacks him, which destroys his suit. Azmuth, a Galvan, climbs out and Cannonbolt reverts back into Ben. Azmuth approves of the OzMatrix, turns Bernadette back to normal, and says that he didn't create a weapon, that the Omnitrix was a peace device, and people like Ben and Vilgax have made it perceived as a weapon. Azmuth says that the universe being destroyed is the best thing that could happen given his inability to see the good in people, and Ben calls him a selfish jerk. The lair begins to collapse and the four run outside, where Vilgax, Sixsix, Rottenday, and many drones are.

Giant drones land and Vilgax sends Sixsix to attack and the drones attack, too. Azmuth asks why Ben continues to defend the Omnitrix, and Ben says that it is because he thinks of people besides himself. He shoots drones and two drones self-destruct from a magic spell cast by Gwen, who enters with Gluto. Ben starts to cry and runs to embrace Gwen and she explains that Gluto regenerated and saved her from the Florauna. Sixsix attacks them and drones march at them, but the group fights and destroys the drones while Tetrax battles Sixsix. Ben's gun is destroyed and he and Myaxx are surrounded by drones. Ben makes the Omnitrix release an energy burst that destroys all of the drones and knocks Vilgax and Sixsix away. Azmuth deactivates the Omnitrix before it can explode through removing the dial. Giant drones climb to the group's position with Vilgax riding on one. Vilgax says that he will make Azmuth build him a better weapon and the drones attack. Azmuth grabs the Omnitrix dial while Tetrax destroys a drone. Gwen tells Ben that he doesn't need the Omnitrix to be a hero and Azmuth reattaches the dial and unlocks and transforms Ben and Bernadette into To'kustars, while the former names his Way Big. While Rottenday uses magic to make himself a match in size for Bernadette, Way Big destroys the giant drones and then grabs Vilgax while Tetrax defeats Sixsix. Vilgax claws into Way Big's hand, which irritates him to the point of hurling Vilgax into space. Later, Azmuth builds a ship. Ben thanks him for fixing the Omnitrix and offers it back. Azmuth lets him keep it stating that the soul purpose of building it in the first place was to create a better understanding of the beings of the universe, and allows Bernadette to keep the OzMatrix. He reveals that he was moved by Ben’s advice about thinking of more than just himself and tells Ben can make that understanding happen. Azmuth puts the finishing touches on his ship and Myaxx goes with Azmuth. Ben asks Azmuth to give him Master Control, but Azmuth flies away instead. Gluto reveals that he can speak English and has understood every insult Ben has used on him. Tetrax drops Ben and Gwen off on Earth with a new hoverboard and leaves. After that, the Tennysons hear a radio bulletin that “zombies“ are attacking the mall and the movie ends as the team prepares to fight them.


The Grand Councilwoman still hasn't heard from Bernadette concerning her mission for Azmuth's approval of the OzMatrix, as Gantu informs a man known as Baron IMPOzzyBill of Lord Rottenday's escape from Incarcecon and Bernadette's rumored involvement, and the latter does not take the news well, claiming that it wasn't in the Ancient Greylanders' Prophecy. Gantu is sent off on a mission with Tetrax to meet with Azmuth on Earth, in the hopes that Bernadette would still be there as well.

Aliens Featured

  • Ben's Transformations
    • Heatblast, XLR8, or Eye Guy (alternate versions)
    • Stinkfly (cameo)
    • Wildmutt (selected alien was Stinkfly)
    • Diamondhead (cameo; selected alien was Stinkfly)
    • Grey Matter (selected alien was Stinkfly)
    • Wildmutt (selected alien was XLR8)
    • Perk Upchuck
    • Four Arms
    • Cannonbolt
    • Way Big


  • Although this is the second episode made, canonically, this is supposed to be the first episode in the series as a whole.
  • Originally, there was going to be a contest to see which opening from the original movie would make it into the episode. However, due to an apparent lack of interest, it has since been cancelled.
    • If the contest did happen, the original draft would have the different endings in order. If either one lost, XLR8 would've gotten a consolation prize, Heatblast would've been stated as not doing so hot, and nobody would be blamed if they didn't vote for Eye Guy.
    • It's likely the winner would've been Heatblast, and the other two endings would've been scrapped.
  • The Grand Councilwoman and Captain Gantu, two characters from the Disney film Lilo and Stitch play a very minor role in this episode, and will return in Bernadette Meets Ben 10: Destroy All Aliens.
  • This episode marks the first appearance of Lord Rottenday, and his Galvanic Mechamorph, Monster.
    • As it is revealed later on, Lord Rottenday's escape from Incarcecon inspires the Galactic Federation to make plans for Incarcecon 2.0.
  • Baron IMPOzzyBill makes a cameo appearance in this episode's epilogue.
  • It took 3 years, 4 months, and 1 day for this episode to start "production" after the previous one ended, while it took 1 year, 2 months, and 21 days between the final part and the next episode.


Community content is available under CC-BY-SA unless otherwise noted.