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They are not controlling me, they are me and I am them! They give me what I want! They fulfill my deepest desires, even the ones I don't know I have!

– Elena to Ben, about the nanochips.[1]

Elena Valadis[note 1] is a Plumber's kid who served both as an ally and recurring character to the heroes in the series, as well as one of Ben Tennyson's love interests. She was first introduced in Ben 10: Alien Swarm.


Human Form

In Alien Swarm, Elena had medium length black hair, and black eyes with long lashes. For much of the film, she wore a red leather jacket over a black shirt, black leather pants and black heels. When she was out with Ben, Gwen, and Kevin, she had red lips.

In Ultimate Alien, Elena wore a black v-neck mini dress and matching flats.

In Omniverse, Elena looks mostly the same as in Alien Swarm, except her hair and eyes are both recolored brown, she has a much darker skin tone, and also wears a pair of black fingerless gloves.

Nanochip Form

In her Nanochip form, Elena was taller and had black skin with light blue circuit lines all over her body, white pupil-less eyes, a blue face, and four long spikes along the sides of her head.


Elena has an obsessive and somewhat hostile personality, being presented as deceptive, antagonizing, and distrusting. However, she is also loyal and loving to those she cares about, especially her father. She is willing to lie if it means furthering her own ulterior motives.

In Ultimate Alien, she became violently jealous and immature, as seen when she attacked Gwen, Kevin, and Julie simply because they stand between her and Ben. She also became more dishonest, given that she lied to Ben about the Nanochips and their origins. It is implied that she has gone through much grief due to her father's death. After her second defeat at Ben's hands, her obsessive personality turned into hatred.

As of Omniverse, Elena is no longer a villain[DJW 1] due to the Nanochips having separated from her.


Alien Swarm

Elena used to hang out with Ben and Gwen. During this time, she became close to Ben, because he helped her join the school soccer team, and spoke up for her when the other players wouldn't let her join in. She eventually became the team's most valuable player. Gwen told Kevin that Elena was Ben's first major crush, but she was forced to leave Bellwood after her father was caught stealing alien tech from the Plumbers (Max never told Ben or Gwen why Elena and her father moved away from town).

She eventually discovered her father had been taken over by the Hive Queen, and seeked help from Ben and the Plumbers. She set up an illegal alien tech deal, in the hopes that the Plumbers would catch her so she could warn them about the alien chips. An undercover Kevin acted as the buyer, along with Gwen and Ben. Elena revealed herself to Ben and Gwen, who were stunned by her sudden reappearance. They were then attacked by Victor Valadis (possessed by the Hive Queen). Ben defeated the alien chips as Big Chill and Valadis escaped.

Afterwards, Ben, Gwen, and Kevin talked about what had just happened. Though Ben trusted Elena, Gwen and Kevin didn't (believing she set them up). Elena secretly followed them to Max's Plumber HQ. At Max's headquarters, she was detected sneaking inside of Max's office and was caught. She tried to explain herself, but Max told Ben and the others that they can't trust her. Her plea for help rejected, she was lead out by Kevin. Riding her motorbike, she was stopped by Ben (riding Max's motorcycle) who decided to help her find her father, against Max's orders.

They headed to her father's secret lab to search for clues, but were attacked by humans enslaved by the Hive. They barely escaped with their lives, as Elena crashed her bike, and was forced to leave it. She climbed onto Max's bike with Ben and the two of them fled. They made their way to the warehouse of a shipping company (called "Ship-It") her father was using, when they encountered Kevin and Gwen being chased by swarm of alien chips. Ben saved Gwen and Kevin (destroying Kevin's car in the process).

Elena showed them some of the alien chips they found at her father's lab, and they all headed back to HQ to study them. They were confronted by Max, who was angered by Elena's presence. Ben, Gwen, and Kevin showed him the active chips, and realizing that Valadis may have been right all along, allowed Elena to help them. Ben later discovered one of the chips was missing and was attacked by an enslaved Max. Max was subdued by Kevin, but later escaped. Elena and the others calculated where the alien chips were being produced; Ship-It's main distribution hub.

Elena, Ben, Gwen, and Kevin snuck into the main warehouse, where they discovered Valadis hooked up to a machine. They saw Valadis producing the chips from his body, revealing to everyone that he was the Hive Queen. Gwen and Kevin confronted Elena, who revealed she knew it all along, but didn't tell them because she was afraid she they wouldn't believe it (just like how the Plumbers didn't believe her father). Gwen and Kevin believed sacrificing Victor would be the only way to stop the Hive and save the world. Elena begged Ben to save her father. Ben told them he would use the Omnitrix to transform into a member of the Hive (having realized that the Omnitrix had been scanning the Hive chips earlier). He used the Omnitrix to transform into his newest alien, Nanomech. As Nanomech, he travelled into Valadis's body and defeated the Queen, freeing him from her control.

Elena hugged Ben and thanked him for sparing her father's life. As they left to return home, she said she plans on joining the Plumbers, but got into an argument with Gwen.

Ultimate Alien

Elena working with the Nanochips

Elena eventually returned in Revenge of the Swarm. After Ben was repeatedly attacked by Nanochips in the form of Victor, he investigated Valadis Laboratories, accompanied by Kevin and Gwen.

A skirmish with the janitor lead them to come to terms with Victor's death, though they were skeptical of the claim. They travelled to the Plumbers' Academy in hopes to find Elena, who knew most about the chips. Despite being one of the best students, she dropped out of the academy in order to pursue her father's research.

The trio went to her laboratory and Ben was greeted warmly by Elena. She explained that the Nanochip Ben saved wasn't hers and that she would not want to go over these matters as her father's research matters more. Kevin and Gwen were attacked by Victor's Nanochips form and Ben came to rescue them. The Nanochips fled, somewhat giving the expression of not wanting to fight Ben.

They went to the cemetery, where Gwen confirmed that Victor is truly dead. Elena surprised them with her choice, as she decided to help them over continuing her experiments. They went over to Mr. Smoothy, where Ben mentioned Julie, which irked her. The Nanochips then kidnapped Julie. Ben confronted Elena with the Nanochip he found and berated her.

It was revealed that she lied and that her true intentions were to have Ben all to herself, even if it meant harming everyone who stood in her way. She transformed into her Nanochip Queen form and prevented Ben from getting to a storage shed where she locked up Julie. She admitted that the Queen Ben killed was just a decoy and that the Nanochips were residing in her even before the events of Alien Swarm. Also, instead of just being inside her possessing her as they did to multiple others, including her father, they merged with and physically transformed her into their new queen. Ben then retaliated and freed Julie.

Elena's sacrifice

Elena generated Nanochip clones of Victor to attack Gwen and Kevin after they found out that Elena is the Queen on their own prior to their arrival. She fought Ben as Armodrillo and covered him in chips that suffocated and held him down. Julie told her that, if she did ever truly care for Ben, she would stop this. Elena, still having feelings for Ben, agreed with her, managing to overcome the psychosis caused by the chips.

She sacrificed herself despite Julie's calls and was destroyed coming into contact with the Nanochip force field she showed earlier. Julie tried to console Ben, saying that the Nanochips took over her while he said she was still his friend. At the end, several of the Nanochips were still active.

Later in The Perfect Girlfriend, Elena was revealed to be alive despite her sacrifice, but returned to her villainous ways when she disguised herself as Julie with the Nanochips. In her Julie form, Elena tried to do everything possible to make Ben happy and allowed him to get anything he wanted.

Elena tries to kill Ben again

She also injured Gwen's ankle by pushing her down an elevator shaft and attacked Kevin with a duo of building-monsters while he was spying on her, but Ben defeated them with Way Big. Ben later found out that "Julie" was really Elena when the real Julie returned home. An angered Elena then changed into her Nanochip form while Ben transformed into Ultimate Echo Echo, and during a fight, Elena choked him with the Nanochips again.

Julie told Elena that if she kills him, then no one can have him. Elena stated that she loves Ben, but Julie told her that she does not know what love is. Elena spared Ben before she retreated into the sewer, "now knowing what hate is" and promised to return.


Under unknown circumstances, Elena was separated from the Nanochips.[DJW 2]

In The Most Dangerous Game Show, Elena was one of many contestants trying to win Ben's hand in marriage on Charles Zenith's game show.

Powers and Abilities

When first introduced, Elena was, unlike most Plumber's kids, depicted as 100% human and had no natural powers. However, she was mentioned to be a great athlete, Ben describing her as their school soccer's team's MVP. She was also shown to be an exceptional martial artist during the fights against the nanochips' human hosts.

In Revenge of the Swarm, her former instructor at the Plumbers' Academy mentioned she would have become a great Plumber.

When Elena was transformed into the Nanochips' queen, she had demonstrated the ability to control the Nanochips, using them to fulfill her deepest desire (in this case, her previously repressed crush for Ben). She could shape and form them at will, using them to control technology and create various structures such as cars. She mostly used them to create minions in the forms of other people, or even animate buildings.

Since her body was essentially made of Nanochips, Elena had the ability to change her own appearance at will and manipulate her form to produce blue tendrils and sharp metal claws to use as weapons, or guns to shoot blasts of Nanochips. She could also make the chips enter a person's body to suffocate them, as she did to Ben to try and kill him. She could also fly by turning into a swarm of Nanochips.


Elena is not truly evil since she was under the influence of the nanochips, making it somewhat easy to reason with her to stop doing what she tries, as seen when Julie managed to convince Elena not to kill Ben.


Alien Force


Ultimate Alien

Season 3


Season 8


Cartoon Network Action Packs

Graphic Novels


  • In Alien Swarm, neither Elena nor Ben admitted they like each other. However, in Ultimate Alien, Elena was obsessed with Ben so much she wanted him all to herself.
    • This obsession was caused by the Hive possessing Elena and making her a slave to her deepest, most hidden desires. This may explain how any attraction she had towards Ben was dragged to the surface, driving her mentally unstable.
  • Elena's nanochip form design (with the head gear and black suit with colored lines) highly resembles Hela from Marvel Comics.
    • Elena's ability to manifest weapons (using her nanochips) would eventually inspire Hela's Marvel Cinematic Universe counterpart.
  • There were never plans for an episode of Omniverse that would feature Elena's discovery of hate after the events of The Perfect Girlfriend.[DJW 3]


  1. In Alien Swarm, Elena and Victor's surname was spelled and pronounced "Validus". As of Ultimate Alien, their surname is spelled and pronounced "Valadis".


Derrick J. Wyatt

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