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, really a figure created by Victor when he was still alive. 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 he was responsible for Elena's sacrifice, and when they both leave, it is revealed that the nanochips still have some life in them.
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.
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 showned interest in Ben but in the movie she showned no interest in him. It also shown that how much Elena likes Ben and how much Ben likes her.
Here Elena showed 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 but he is said by Kevin when they are at the cementery he says if you have an alien who can dig nows the time.
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.
This is the first episode in season 2 where ben hasn't transformed into an ultimate form.
The Galvan at the Plumbers Academy rseembles Grey Matter in the original series but the coustume of Ben's favorite ten year old shirt is like a robe and the Omnitrix/Ultimatrix symbol is not on his back.
Elena's Queen Form resembles Blackarachnia from Transformers Animated and barely resembles Blackarachnia from Beast Wars.
