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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.


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 Valadis, 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 Valadis, 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", but before he could turn into it he was instead shrunken down as a human. He then notices the giant feet of Kevin and Gwen in front of him. Gwen begins to scrap her gigantic heavy foot across the floor which causes a loud scratching sound which goes to show the massive difference in both size and mass between Gwen and now her shrunken cousin. Ben realises that he is small then after a few seconds he then finally transforms into 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.

Noteworthy Events

Major Events

  • 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.
  • Its revealed that the Omnitrix can create an alien species.

Character Debuts

Omnitrix Alien Debut

Minor Events



Aliens Used


Click here for the transcript of Ben 10: Alien Swarm.


(Voice) Actor Role(s)
Ryan Kelley Ben Tennyson
Galadriel Stineman Gwen Tennyson
Nathan Keyes Kevin Levin
Alyssa Diaz Elena Valadis
Barry Corbin Max Tennyson
Herbert Siguenza Victor Valadis
Dee Bradley Baker Big Chill
Alex Winter Nanomech
Jeremy Decarlos Helio
Brian Beegle Genaro
Eric Mendenhall Fitz
Tony Larkin Ship-It Employee
Wendy Cutler The Queen
Patrick Cox Big Ed
Michelle Wang Molly
Joyce Kurtz Computer
Aaron Munoz Psycho 1
Justin Welborn Psycho 2
Wilbur Fitzgerald Financial Guy in Suit
Deborah Duke Nurse
Nicole Krausen International Plumber 1
Shankar N. Mahadevan International Plumber 2
Cesar Aguirre Mechanic Zombie
Grace Baine Alien
Stephen Bise Robe-Wearing Zombie
Factory Worker Zombie #1
Erin Leigh Bushko Factory Worker Zombie #2
Jon Gould Stand-In
Factory Worker
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

Music Used

  • 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" (heard in DX Mark 10 and offical music video)
  • EI-P - "Flyentology" (end credits)
  • Torche- "Healer" (end credits)

Naming and Translations

Language Name Origin
German Ben 10: Alien Swarm Ben 10: Alien Swarm
Italian Ben 10: Alien Swarm Ben 10: Alien Swarm
Polish Ben 10: Alien Swarm Ben 10: Alien Swarm
Portuguese (Br) Ben 10: Invasão Alienígena Ben 10: Alien Invasion
Romanian Ben 10: Alien Swarm Ben 10: Alien Swarm
Russian Бен 10: Инопланетный Рой Ben 10: Alien Swarm
Spanish (HA) Ben 10: Invasión Alienígena Ben 10: Alien Invasion


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.


  • 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.
  • Ben and Gwen indicate that the movie takes place in February, but a shipping form that Gwen reads is marked with the date March 24.
  • Kevin gives Ben the DX Mark 10 as a late birthday gift. This confirms that Ben is now 16. However, 16-year-old Ben wouldn't have the recalibrated Omnitrix since it was destroyed. If the film takes place before The Final Battle: Part 1, Kevin should be trapped in his mutated form, but he isn't.
  • When Ben transforms into Nanomech, he doesn't immediately change and initially just shrinks. Furthermore, when he finally does change, his Omnitrix symbol is grey and green instead of black and green.


  • The movie was in the works as early as August 26, 2008.[DM 1]
  • Alien Force's opening theme wasn't played in the movie, unlike the Original Series' live-action movie.
  • 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.
  • The movie takes place in Atlanta. The Plumber HQ was set at the Georgia Aquarium.
  • This movie takes place in February.
  • Unlike the show, Humungousaur does not talk in this movie, as he only makes realistic grunting and roaring sounds.
  • The crew of the series talked to the crew of the movie during production. Glen Murakami in particular worked closely with them.[DM 2]
  • Ben's jacket was made by the same people who made other movie props, and it costed thousands of dollars to make. There were two of them made. Ryan Kelley regrets not stealing the jacket while he had a chance.[AC 1]
  • Ten recalibrated Omnitrix props were made, and all of them were broken by the end of filming the movie.[AC 1]
  • There were additional movie sequels planned, but ultimately, they never came to fruition.[AC 1]
  • During the filming, Ryan Kelley and Nathan Keyes were hanging out in Kevin's car when a school bus full of little kids pulled up beside it. The kids saw the car and got excited. Ryan and Nathan, in full costume, got out of the car, which made the kids even more excited.[AC 1]
  • Footage from three years prior to present day showing Max's interrogation of Victor was dated September 22, 2006, indicating that the movie, and by extension, Alien Force, takes place in 2009. However, the series does not take place in any specific year.[DM 3]

External Links


Dwayne McDuffie

Audio Commentary

See Also

Ben 10 Movies
Classic Timeline
Secret of The Omnitrix DVD.png

Ben 10: Secret of the Omnitrix


Ben 10: Race Against Time


Ben 10: Alien Swarm


Ben 10: Destroy All Aliens

Reboot Timeline
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Ben 10 Versus the Universe: The Movie