|This article belongs to the Classic Continuity|
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 both Ben and Gwen, as well as 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 Nanochips 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 for that. While the dealers escape, Ben transforms into Big Chill, 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 mind and 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. Ben tries to turn into one of his aliens, but because the Omnitrix is scanning the Nanochips, he is not able to transform, forcing him and Elena 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 also possessed by the chips. He directs a chip swarm to attack Gwen and Kevin, which eventually wrecks Kevin's car after a lengthy chase. Ben, having overheard the commotion and followed them, transforms into Humungousaur to defeat the swarm, completely demolishing Kevin's car in the process, making Kevin mad as usual.
By the time they return to headquarters, the chips have been spread across the globe, and now reached numbers 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. Kevin refuses to let Ben drive the car, but Ben playfully threatens to throw the car to their location as Humungousaur.
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, Nanomech 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. Kevin then asks for his keys back, but Ben tells him that he is driving from now on. The film ends as Ben, Gwen, Kevin, and Elena drive home.
- Ben and the gang encounter Elena, seeking for their help.
- Ben obtains a new DNA sample (Nanomech).
- Ben receives the DX Mark 10 as a late birthday present from Kevin.
Omnitrix Alien Debuts
- The Plumber HQ is first seen.
- Ben Tennyson
- Gwen Tennyson
- Kevin Levin
- Elena Validus (first appearance)
- Max Tennyson
- Victor Validus (first appearance)
- Helio (first appearance)
- Genaro (first appearance)
- Fitz (first appearance)
- Ship It's Employee (first appearance)
- Big Ed (first appearance)
- Molly (first appearance)
- At the start of the movie when Kevin discusses the Nanochips with Ben, Kevin refers to the chips as "grade" 9 technology as opposed to "level" 9 technology, the common unit for measuring how advanced a piece of technology is.
- In one scene at the Plumber 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, the capital of Germany, has a distinct English accent to it.
- Elena says the Plumbers are a secret interplanetary security force, but, in the series, the Plumbers are an intergalactic police force (though that may just be her opinion of how they operate on Earth).
- When Ben transforms into Nanomech, he doesn't immediately change and initially just shrunk. This may be because Nanomech, being a hybrid, is a sudden new transformation to the Omnitrix. Furthermore, when he finally does change, the color scheme on his Omnitrix symbol is incorrect.
|Ryan Kelley||Ben Tennyson|
|Galadriel Stineman||Gwen Tennyson|
|Nathan Keyes||Kevin Levin|
|Alyssa Diaz||Elena Validus|
|Barry Corbin||Max Tennyson|
|Herbert Siguenza||Victor Validus|
|Dee Bradley Baker||Big Chill|
|Tony Larkin||Ship It's Employee|
|Wendy Cutler||The Queen|
|Patrick Cox||Big Ed|
|Aaron Munoz||Psycho 1|
|Justin Welborn||Psycho 2|
|Wilbur Fitzgerald||Financial Guy in Suit|
|Nicole Krausen||International Plumber 1|
|Shankar N. Mahadevan||International Plumber 2|
|Cesar Aguirre||Mechanic Zombie|
|Stephen Bise||Robe-Wearing Zombie|
Factory Worker Zombie #1
|Erin Leigh Bushko||Factory Worker Zombie #2|
|Travis Grant||Zombie College Student|
|Jevocas Green||Assembly Line Zombie|
|Ashley Harvin||Factory Worker Zombie #3|
|Roger Herrera||Forklift Driver|
|Barry Hopkins||Factory Worker Zombie #4|
|Shawn Knowles||Zombie Street Hoodlum|
|Micheal Leath||Zombie College Student|
|Candace Mabry||Factory Worker Zombie #5|
|Lynn McArthur||Waitress Zombie|
|Katherine Neslund||Zombie Assembly Line Worker|
|Bill Pacer||Factory Worker Zombie #6|
|Timothy Douglas Perez||Forklift Operator #1|
|Tammy Luthi Retzlaff||Zombie Mom|
|Lauren Rothermel||Business Woman|
|Sean M. Sellers||Factory Worker Zombie #7|
|Jimmy Shaw||Zombie Worker|
|Sonya Thompson||Factory Worker Zombie #8|
|Joe Walsh||Mind controlled Zombie|
|Steve Warren||Factory Worker Zombie #9|
|Ken R. Wheeler||Forklift Operator #2|
|Erika J. Wood||Factory Worker Zombie #10|
Factory Chasing Zombie
- Story of the Year - "Tell Me" (second trailer)
- Red Fang - "Sharks" (opening scene)
- Danger Doom - "The Mask" (heard in Kevin's car when the team arrived at Plumbers' HQ)
- Hawthorn Heights - "Rescue Me" (briefly heard in Kevin's earbuds)
- There for Tomorrow - "A Little Faster" (main theme)
- EI-P - "Flyentology" (end credits)
- Troche - "Healer" (end credits)
Ben 10: Alien Swarm was nominated for Primetime Emmy in the recipient Outstanding Special Visual Effects for a Miniseries, Movie or a Special, the VES Award in the category Outstanding Visual Effects in a Broadcast Miniseries, and the Movie or a Special and Excellence in Production Design Award in the subject Television Movies or Mini-Series.
- Alien Force's opening theme wasn't played in the movie, unlike the original series' live-action movie, and none of the transformations of the aliens that Ben transformed into were shown, yet in Race Against Time, the transformations were shown.
- Though it served as a television film with home release six days following the original broadcast, Alien Swarm had a limited theatrical release in Australia.
- A movie tie-in novel was authorized by Tracy West, published by Scholastic and released in the same year.
- This also includes a poster using the first logo of the movie.
- When Gwen wore her clothes from Season 3 of Alien Force, she had a gray sweater and jeans.
- Gwen also wore a dark blue jacket in the film.
- The crew of the series talked to the crew of the movie during production. Glen Murakami in particular worked closely with them.[DM 1]
|Ben 10 Movies|
Ben 10: Alien Swarm