34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

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


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 apart, nothing is there, and he goes back to sleep. But when he awakes again, he finds Victor Validus standing before him. When Victor attacks, Ben transforms into Humungousaur, but he is small instead of being original size. Victor picks up Humungousaur 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 Cannonbolt, Cannonbolt transforms into Goop to escape Validus's clutches, but Validus transforms into a storm of nanochips and escapes into the sewer. After Goop transforms back into normal, 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 recently 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.

Elena and the Nanochip

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 transforms into Water Hazard and attacks Validus, but Validus quickly leaves. They are concerned by 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 matters 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 elena kiss

Ben and Elena's almost kiss

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 is swayed by Julie's arguement and walks into the force-field, which 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 Elena 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.

Noteworthy Events

Major Events

Validus trio

Clones of Victor



Aliens Used

By Ben



Janitor: I am Janitor, Idiot Boy.
Kevin: Then how do you explain... (shows wig) This!
Janitor: For hiding. (puts wig on) When hair started to fall out, that's how I explain. (stares at Kevin's hair) Maybe you need one some day too.

Quotes Right


Janitor: I do know nothing. All I do is clean up Victor's Lab, and then help crazy daughter move equipment.
Gwen: Wait a minute, why do you think Elena is crazy?
Janitor: Way she talks, saying "we" or "us" when it's just her. What does she thinks she is? Queen of England? (walks away)
Gwen: No, not the queen of England, the Nanite Queen.
Kevin: I thought the queen was dead.
Gwen: Long live the queen.

Quotes Right

Naming and Translations

Language Name Origin
Hungarian A raj bosszúja The Revenge of the Swarm
Portuguese (Br) A Vingança do Enxame The Revenge of the Swarm
Spanish (HA) La Venganza de los Microchips The Revenge of the Microchips
Spanish (Spain) La Venganza del Enjambre The Revenge of the Swarm


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


Ben 10: Ultimate Alien Episodes
Season 1
FameDupedHit 'Em Where They LiveVideo GamesEscape from AggregorToo Hot to HandleAndreas' FaultFusedHero TimeUltimate AggregorMap of InfinityReflected GloryDeepWhere the Magic HappensPerplexahedronThe Forge of Creation...Nor Iron Bars a CageThe Enemy of My EnemyAbsolute Power: Part 1Absolute Power: Part 2
Season 2
The Transmogrification of EuniceEye of the BeholderViktor: The SpoilsThe Big StoryGirl TroubleRevenge of the SwarmThe Creature from BeyondBasic TrainingIt's Not Easy Being GwenBen 10,000 ReturnsMoonstruckPrisoner Number 775 Is Missing
Season 3
The PurgeSimian SaysGreetings from TechadonThe Flame Keepers' CircleDouble or NothingThe Perfect GirlfriendThe Ultimate SacrificeThe Widening GyreThe Mother of All VreedlesA Knight to RememberSolitary AlignmentInspector 13Enemy of My FrenemyCouples RetreatCatch a Falling StarThe Eggman ComethNight of the Living NightmareThe Beginning of the EndThe Ultimate Enemy: Part 1The Ultimate Enemy: Part 2
Heroes United

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