Revenge of the Swarm

Revenge of The Swarm is the 26th episode of Ben 10: Ultimate Alien, and its the sixth episode of the second season.

Airdate
March 18, 2011

Plot
Ben is sleeping and looks like he is having a nightmare, but awakens and looks at his curtain, to find a strange shadow. When he pulls the curtains, nothing is there, but when he awakes again, he finds Victor Valadis standing before him. When Victor attacks, Ben transforms into Humongousaur, but he is instead as small as Nanomech. Victor picks up Ben with tentacles and the whole scene transforms into a whirl, but Ben wakes and realizes it was really a dream.

Ben sleeps, but is attack by Valadis again, this time for real, and Ben transforms into Cannonbolt to fight. When Valadis overpowers Ben, Ben transforms into Goop to escape Valadis's clutches, but Valadis transforms into a storm of nanochips and escapes into the sewer, but Ben picks up one of the nanochips before it could escape. Ben explains the dream and Valadis's attack to Gwen and Kevin, where they don't believe him, until he shows them the nanochip sample he obtained, and they decide to go to Valadis's old laboratory to investigate. But when they attack (and Ben transforms into Terraspin), they only find a janitor, who was working with Valadis on a few experiments before he actually died. The group decides to go to Elena Valadis for help, and go to the Plumber's Academy to get her help, but it is revealed that she left after her father's death, and took up his research. They find Elena's lab, and learn that she applied a force-field to prevent her nanochip samples from escaping and that the nanochip sample is not her's. They thank her for her help, and leave. While at Burger Shack, Gwen and Kevin discuss the familiar relationship between Ben and Elena, but then they are attacked by Victor Valadis.

Ben is at his house, doing homework, when he finds Julie at his door. Ben and Julie arrange a date for the next day, and Ben goes to meet Gwen and Kevin. However, they are fighting Valadis, and Ben attacks Valadis with Water Hazard, but Valadis quickly leaves. They are concerned of Valadis's status of either being alive or dead, and they visit his grave to see if he truly is dead. Gwen uses her powers, and confirms Valadis to be dead, meaning that the Valadis that attacked Gwen and Kevin was really made of nanochips. Elena encounters them at the cemetery and states that she decided her relationship with her friends was more important than nanochip research. While discussing at Mr. Smoothy, Gwen and Kevin realize that they are targets for the nanochips while Ben isn't, thinking that Elena is behind the attacks, but go back to her father's old lab and find the janitor again, thinking him to be a part of the castastrophe. However, the janitor gives only more clues to Elena's seeming involvement in the nanochip attack. When Julie shows up at Burger Shack for her date with Ben, she is attacked by a swarm of nanochips.

Ben arrives at Burger Shack only to find Julie missing and another nanochip left behind. He goes back to Elena's lab, and accuses her of being involved in Julie's kidnapping, but Elena protests that she had nothing to do with it and admitted that the nanochips Ben showed to her were actually her's. But Elena really did kidnap Julie and had her tied up in a storage closet. As Ben was calming down, he hears Julie's cries for help, while Elena tries to dismiss him and reveals herself as the true queen of the nanochips, really a figure created by Victor when he was still alive. Gwen and Kevin arrive, and Elena produces three copies of Victor to fight them. Ben transforms into Armodrillo and frees Julie and fights Elena and the Victor clones. Elena covers Ben with nanochips, making it incredibly hard for him to breathe, and Julie tries to convince Elena that she would not really want this. Elena walks into the force-field and it destroys her nanochip-created self, along with the Victor clones and it releases Ben from the nanochips' grasp. Ben feels remorseful as he felt he was responsible for Elena's sacrifice, and when they both leave, it is revealed that the nanochips still have some life in them.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * The Janitor
 * Julie Yamamoto

Villains:

 * Nanochips
 * Elena Validus (controled by the Nanochips)
 * Victor Validus (clones)

Aliens Used

 * Humungousaur (Dream)
 * Cannonbolt
 * Goop
 * Terraspin
 * Water Hazard
 * Armodrillo

Trivia

 * This episode is based on the movie Ben 10: Alien Swarm.Revenge_of_victor_validus.jpg
 * Humungousaur is the second alien to be shown in a dream, first one was Wildmutt in Ghostfreaked Out.
 * Either Validus is really spelled Valadis, or the sign on the door where he worked (in the sneak peek) has a typo.
 * This is the 2nd time Terraspin said something besides his name. 1st time in "Absolute Power: Part 1"
 * It has been 2 episodes (The Big Story and Girl Trouble) ever since Ben has gotten his car, the DX Mark 10, out of the shop.
 * Ben still sleeps in his bare feet with a black t-shirt and white shorts. This marks the second time Ben has been seen Barefoot in Ultimate Alien the first was in FUSED
 * This is the first time Cannonbolt attacked and didn't turn into his ball form.
 * When Kevin had taken the wig off of the janitor, he says he'll be all right because he saw on a television show once. Gwen replied that she hoped that it didn't involve a cartoon dog. She's probably referring to Scooby-Doo.
 * This is the first episode where two of Ben's love interest have meet one another.
 * When Julie first appears, Asian music is heard, reflecting that Julie is Japanese-American.
 * This episode is a continuation of Ben 10 Alien Swarm.
 * The final cutscene at the end of the episode implies that another episode will feature the nanochips.
 * If you look closley you can see Elena's Motorcycle from Ben 10: Alien Swarm.