Ben 10: Alien Swarm

Ben 10: Alien Swarm is the second live-action film based on the Ben 10 series and the live-action adaptation of Ben 10: Alien Force. It is the sequel of Ben 10: Race Against Time. It was directed by Alex Winter.

Plot
The film opens as Ben, Gwen, and Kevin are negotiating with a group of black market dealers, who are attempting to sell them alien nanotechnology. One of them reveals herself to be Elena, a childhood friend of Ben and Gwen and a Plumber's kid. Elena explains that she had set up the negotiations to lure Ben out, and explains that her father has been abducted and that she needs their help.

Just as Ben agrees to help her, the chips suddenly spring to life, controlled by a mysterious man hiding in the rafters. Kevin immediately labels it a double cross, though Elena insists that she is not responsible. While the dealers escape, Ben transforms into Big Chill while attempting to transform into Spidermonkey and drives off the intruder. Elena escapes in the confusion, further justifying Kevin's suspicions. Ben, however, is not as easily convinced.

Arriving at their headquarters underneath the Bellwood auto repair shop, the trio, along with Grandpa Max, study the chips, learning that they are a hybrid of organic and technological components. Elena, having followed the trio, breaks in; Max orders her to leave, explaining that Elena's father, Victor Validus, was dishonorably discharged after stealing the original chips. Ben refuses to believe that Elena is like her father, and breaks ranks to help her.

While Max is away, Gwen and Kevin hack into the computer files relating to Victor Validus and discover a video of Max interrogating Victor, in which Victor insists that "the Hive", the hive mind intelligence behind the chips, is coming to take over the planet. Realizing that Max's anger towards Victor's betrayal may be clouding his judgment, Gwen and Kevin decide to aid Ben as well.

Meanwhile, Ben and Elena arrive at Victor's old lab. It has been cleared out by the Hive, but they have left Ship-It order slips behind. Other leftover files in the office indicate that Victor was studying and upgrading the chips, and a picture indicates that Elena is close to the person controlling them. A group of people under the control of the chips attack Ben and Elena, forcing them to retreat. They head to the Ship-It building to investigate further.

Gwen and Kevin, having reached the building first, are too late to stop the distribution of the chips. Instead, they are met by one of the Ship-It 'Cap Diamant' (head employees), who is similarly possessed by the chips. He directs a chip swarm to attack Gwen and Kevin, which eventually wreck Kevin's car after a lengthy chase. Ben having overheard the commotion and followed them, uses Humungousaur to defeat the swarm, completely demolishing Kevin's car in the process.

By the time they return to headquarters, the chips have been spread across the globe, and now number in the millions. The group deduces that there must be a queen controlling the Hive, and by destroying her they will likely destroy the chips as well. During their search for the queen, however, one of the chips takes over Max. Pulling together, the group notices an anomaly in the chip distribution; while world population centers are all infected, the relatively remote Barren Rock, Missouri, has the highest concentration. The town is home to the central headquarters of Ship-It. With Kevin's car out of commission, Kevin reveals that he has built a second car for Ben as a late birthday present.

Infiltrating the factory, the group discovers that the queen has infected Elena's father, whose body is being used to mass produce the chips. Ben uses the Omnitrix to transform into a new alien that he dubs "Nanomech", which was created by scanning the DNA of the chips over the course of the film. He enters Victor's brain and battles the queen while Gwen, Kevin, and Elena fight the drones. After a grueling battle, Ben destroys the queen and thus the entirety of the chips, freeing everybody from their control.

In the aftermath, Max, after personally apologizing to Victor, decides to retire and leave his position as leader to Ben, but Ben refuses to allow him to do so. The film ends as Ben, Gwen, Kevin, and Elena drive home.

Major Events

 * Ben and the gang encounter Elena, seeking for their help.
 * Ben obtains a new DNA sample (Nanomech).
 * Ben transforms into Nanomech for the first time.
 * Elena first appears.
 * The gang encounter the nanochips for the first time.

Debuts

 * Elena Validus
 * Victor Validus

Omnitrix alien debuts

 * Nanomech

Characters

 * Ben Tennyson (Ryan Kelley)
 * Gwen Tennyson (Galadriel Stineman)
 * Kevin Levin (Nathan Keyes)
 * Elena Validus (Alyssa Diaz)
 * Max Tennyson (Barry Corbin)
 * Victor Validus (Herbert Siguenza)

Villains

 * The Queen
 * Nanochips

Aliens Used

 * Big Chill (accidental transformation; selected alien was Spidermonkey)
 * Humungousaur
 * Nanomech (first appearance)

Soundtrack

 * A Little Faster (Length 3:04)
 * Blow me Away (3:28)
 * Healer (song played on the Alien Swarm)
 * Rescue Me by Hawthorne Heights (Played on Kevin's Headphones)

Trivia

 * According to Dwayne, this movie happened in an alternate timeline, which is why Ben had the Omnitrix and not the Ultimatrix. But Dwayne said that the same thing happened, with Ben using the Ultimatrix in the Ultimate Alien timeline as well.
 * Alien Force's opening theme wasn't played in the movie, unlike the original series' live-action movie and any of the transformations of the aliens that Ben turned into were not shown, but in original series movie they showed all the transformations.
 * Humungousaur didn't talk (he just made grunting noises and roared).
 * Gwen tells Kevin that Ben's first crush was Elena but in the original series, Kai is Ben's first crush, possibly meaning Ben never met Kai in this timeline.
 * Gwen wears her hair in a ponytail with her seasons 1 and 2 of her Alien Force outfit, while in the later part of the film Gwen and Kevin are wearing their season 3 outfits.
 * Instead of calling Grandpa Max Grandpa, the Ben and Gwen in this timeline call him Max.
 * Kevin in this timeline isn't mutated, probably meaning he and Ben didn't hack the Omnitrix in this timeline.
 * This is the only movie so far with Kevin in it.
 * When Ben tries to go Spidermonkey, you can see Swampfire and Brainstorm's holograms.
 * If you look closely at Nanomech's Omnitrix symbol is just the same as the original Omnitrix faceplate instead of having a black color it's white.
 * Ben, after Gwen said that the chips controlled a man, Ben said joking that his "relatives" (of the chips) wanted adopt him, which is funny considering that Ryan Kelley is of a family with 9 children adopted.
 * In one scene at the Plumbers Headquarters, several transmissions from other countries can be heard. All of them are asking for help, and they do this in the countries' languages. However, the transmission from Berlin, capital of Germany, has a distinct English accent to it.
 * Oddly enough, this movie was aired in the Philippines while Ben 10: Alien Force was not even dubbed yet in Filipino.
 * Elena says the Plumbers are a secret interplanetary security force, but in the series the Plumbers are a intergalactic police force.