Revenge of the Swarm

Revenge of The Swarm is the twenty-sixth episode of Ben 10: Ultimate Alien.

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 Validus standing before him. When Victor attacks, Ben transforms into Humungousaur, 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 attacked by Validus again, this time for real and Ben transforms into Cannonbolt to fight. When Validus overpowers Ben, Ben transforms into Goop to escape Validus's clutches, but Validus 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 Validus'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 Validus's old laboratory to investigate. But when they attack (and Ben transforms into Terraspin), they only find a janitor, who was working with Validus on a few experiments before he actually died. The group decides to go to Elena Validus 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 hers. 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 Validus.

Ben is at his house, doing homework, when he finds Julie at his door. Ben arranges a date for the next day and Julie accepts and he goes to meet Gwen and Kevin. However, they are fighting Validus and Ben attacks Validus with Water Hazard, but Validus quickly leaves. They are concerned of Validus'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 Validus to be dead, meaning that the Validus 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 catastrophe. However, the janitor gives only more clues to Elena's seeming involvement in the nanochip attack (she refers to herself as we and us much like the possessed Victor). 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 hers. But Elena really did kidnap Julie because she has her bound and gagged 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, her body now partially made of the chips, the queen inside Victor during Alien Swarm was a decoy. 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 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. Julie comforts Ben, saying the nanochips killed her a long time ago. Ben, feeling remorseful, felt that there was enough of his friend left in the queen to sacrifice herself to save them, then he could have saved Elena's life. As they all leave for home, the nanochips still have some life in them.

Major Events

 * Elena returns and has become the new host to The Queen.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Julie Yamamoto
 * Egor the Janitor
 * Galvan Teacher
 * Other Plumbers

Villains

 * Nanochips
 * Elena Validus (controlled by the Nanochips as their Queen)
 * Victor Validus (clones)

Aliens Used

 * Humungousaur (in Ben's dream)
 * Cannonbolt
 * Goop
 * Terraspin
 * Water Hazard
 * Armodrillo

Errors

 * When Julie is tied up in the closet, her hands are behind her. When Armodrillo rescues her, her hands are in front of her.
 * In the next scene after Ben finds Julie in the closet, she is untied and ungagged, but it is impossible Ben had enough time for freeing her, moreover when he was fighting against the swarm.
 * When Kevin and Gwen are talking in Burger shack first there was nothing on the table other than burger and the drink but in the other scene we see a cup there too.
 * When Ben showed the Nanochip to Elena, it looked bigger than usual.
 * When Elena and Julie are talking and Elena sacrifices herself, Gwen and Kevin cannot be seen fighting the Victor Validus clones behind them.
 * When Ben says Incredible, simply incredible, the underneath of the Ultimatrix cannot be seen.

Allusions

 * When Gwen says "Tell me it didn't involve a talking dog", she is referring to Scooby Doo.

Trivia

 * It is revealed that the Queen in Alien Swarm was a decoy.