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*This episode is based on the movie ''[[Ben 10: Alien Swarm]]''.[[File:Revenge_of_victor_validus.jpg|thumb]]
*This episode is based on the movie ''[[Ben 10: Alien Swarm]]''.[[File:Revenge_of_victor_validus.jpg|thumb]]
*[[Humungousaur]] is the only alien from Alien Swarm to appear.
*[[Humungousaur]] is the only alien from Alien Swarm to appear.
*Notice how most of the aliens Ben turned into were aliens that he did not have before Alien Swarm.
*It seems that in this episode that [[Victor Valadis]] is a parody to Doctor Octopus from ''Spider-Man'' in Spider-Man 2.
*It seems that in this episode that [[Victor Valadis]] is a parody to Doctor Octopus from ''Spider-Man'' in Spider-Man 2.
*[[Humungousaur]] is the second alien to be shown in a dream, first one was [[Wildmutt]] in ''[[Ghostfreaked Out]]''.
*[[Humungousaur]] is the second alien to be shown in a dream, first one was [[Wildmutt]] in ''[[Ghostfreaked Out]]''.

Revision as of 19:54, March 28, 2011

Revenge of The Swarm is the 26th episode of Ben 10: Ultimate Alien, and its the sixth episode of the second season.


March 18, 2011


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 Valadis standing before him. When Victor attacks, Ben transforms into Humongousaur, 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 Valadis again, this time for real, and Ben transforms into Cannonbolt to fight. When Valadis overpowers Ben, Ben transforms into Goop to escape Valadis's clutches, but Valadis 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 Valadis'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 Valadis's old laboratory to investigate. But when they attack (and Ben transforms into Terraspin), they only find a janitor, who was working with Valadis on a few experiments before he actually died. The group decides to go to Elena Valadis 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 her's. 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 Valadis. Ben is at his house, doing homework, when he finds Julie at his door. Ben and Julie arrange a date for the next day, and Ben goes to meet Gwen and Kevin. However, they are fighting Valadis, and Ben attacks Valadis with Water Hazard, but Valadis quickly leaves. They are concerned of Valadis'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 Valadis to be dead, meaning that the Valadis 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 her's. But Elena really did kidnap Julie and had 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 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 incredibly 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. Ben feels remorseful as he felt that if there was enough of his friend left in the queen to sacrifice herself to save then he could have saved Elena's life, and when they leave, it is revealed that the nanochips still have some life in them.



Aliens Used

Major Events

  • Elena returns since the movie and has become the new host to The Queen.
  • It's revealed that Victor Validus died in one of his experiments.
  • Water Hazard returned since Hero Time.
  • The team returned to the Plumbers' Academy.
  • Elena and Ben almost had a kiss.
  • Julie cares about Ben, and even now knowing that Elena was one of Ben's loves, she talked and reasoned with her without any grudge.


  • File:Julies2Kidnapping-3-.jpg
    When Julie is tied up in the closet, her hands are behind her. When Armodrillo rescues her, her hands are in front of her.
  • Twice the nanochips are called nanites, which are actually the nanobots from Generator Rex, another show by Man of Action.
  • 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 seen we see a cup there too.


  • This episode is based on the movie Ben 10: Alien Swarm.
    File:Revenge of victor validus.jpg
  • Humungousaur is the only alien from Alien Swarm to appear.
  • Notice how most of the aliens Ben turned into were aliens that he did not have before Alien Swarm.
  • It seems that in this episode that Victor Valadis is a parody to Doctor Octopus from Spider-Man in Spider-Man 2.
  • Humungousaur is the second alien to be shown in a dream, first one was Wildmutt in Ghostfreaked Out.
  • Either Validus is really spelled Valadis, or the sign on the door where he worked (in the sneak peek) has a typo.
  • This is the second time Terraspin said something besides his name. The first time was in Absolute Power: Part 1
  • It has been two episodes (The Big Story and Girl Trouble) ever since Ben has gotten his car, the DX Mark 10, out of the shop.
  • Ben still sleeps in a black t-shirt and white boxer shorts.
  • This is the first time Cannonbolt attacked and didn't turn into his ball form.
  • When Kevin had taken the wig off of the janitor, he says he'll be all right because he saw on a television show once. Gwen replied that she hoped that it didn't involve a cartoon dog. She's probably referring to Scooby-Doo.
  • This is the second episode where two of Ben's love interests have meet one another, the first being Hero Time where Julie met Jennifer Nocturne.
  • When Julie first appears, Asian music is heard, reflecting that Julie is Japanese-American.
  • The final cutscene at the end of the episode implies that another episode will feature the nanochips.
  • If you look closely you can see Elena's Motorcycle from Ben 10: Alien Swarm.
  • It seems that nanochips never dies until their queen is dead.
  • This is the first time when Julie asks Ben out for date but only to Burger Shack.
  • It seems Ben has got nearly kisses from all his love interests other than Kai; Julie in Fame, Jennifer Nocturne in Hero Time, nearly with Eunice in The Transmogrification of Eunice and here from Elena in Revenge of the Swarm.
  • In this episode, Elena showed interest in Ben but in the movie she showed no interest in him. It also shows how much Elena likes Ben and how much Ben likes her.
  • Here Elena was shown to be girlish but in the movie she seemed to be boyish.
  • It's again shown that Julie cares about Ben.
  • Ben transforms into Armodrillo at the end of the episode although he was suggested earlier by Kevin when they were at the cementery referring to an alien who's proficient in digging.
  • Sherlock Levin is a reference to Sherlock Holmes.
  • In this episode Elena says Ben likes his car "don't you want another?" even though he does not or she could be saying that he likes his car but doesn't really care if it's destroyed but of course it can be rebuilt if its destroyed like Kevin's car.
  • A second version of Ben's car is made for a while.
  • This is the second time Ben fights a Female Villain in the second season, the first was Sunny except Elena was being controlled by the nanochips and is not a true villain.
  • Humungousaur was a non-canon transformation. So all the aliens seen was shown in sequence of the series (eg. Cannonbolt was the one from the original series, Goop, from the second series, and Water Hazard, Terraspin and Armodrillo from the third series.)
  • Ironically Nanomech is not seen in this episode.
  • This is the first episode in season 2 where Ben never transformed into an ultimate form.
  • The Galvan at the Plumbers Academy resembles Grey Matter in the original series but the costume of Ben's favorite ten year old shirt is like a robe and the Omnitrix/Ultimatrix symbol is not on his back.
  • This episode is the 2nd time Ben uses 3 Andromeda aliens in one episode with the first being Absolute Power Part 1 (this time there were 3 different aliens not one being used twice).
  • Elena's Queen Form resembles Blackarachnia from Transformers Animated and barely resembles Blackarachnia from Beast Wars.
  • There is a hint that Elena may still be alive as shown with the microchips being active at the end of the episode.
  • It is Revealed that the Queen in Alien Swarm was a Decoy the real queen had likely been dormant within elena likely after her father had died.

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