Ben 10: Alien Swarm
Encyclopedia
Ben 10: Alien Swarm is a Science fiction
Science fiction
Science fiction is a genre of fiction dealing with imaginary but more or less plausible content such as future settings, futuristic science and technology, space travel, aliens, and paranormal abilities...

 live-action film that premiered on Cartoon Network
Cartoon Network
Cartoon Network is a name of television channels worldwide created by Turner Broadcasting which used to primarily show animated programming. The channel began broadcasting on October 1, 1992 in the United States....

 on November 25, 2009, based on the animated series Ben 10: Alien Force
Ben 10: Alien Force
When it recalibrated it gained a more watch-like shape, a green wristband, became smaller and sleeker, and the face dial became black and green. The inside of the hourglass shape glows in different colors at special moments; these colors signify the state that the Omnitrix is presently in...

. It is the sequel to the 2007 live-action film Ben 10: Race Against Time
Ben 10: Race Against Time
Ben 10: Race Against Time is a live-action adaptation of the animated television series Ben 10 created by Man of Action. The working title was previously Ben 10 in the Hands of Armageddon...

. The film was confirmed to be executive produced and directed by Alex Winter
Alex Winter
Alexander Ross "Alex" Winter is an English-born American actor, film director, and film writer, best known for his role as Bill S. Preston Esq. in the 1989 film Bill & Ted's Excellent Adventure and its 1991 sequel Bill & Ted's Bogus Journey...

 once again and written by John Turman
John Turman
-Credits:*Full Moon in Blue Water *The Crow: Stairway to Heaven *Hulk*Fantastic Four: Rise of the Silver Surfer *Ben 10: Alien Swarm...

 and James Krieg. The cast were revealed throughout the Ben 10 Week towards the end of March 2009 in special commercials. A teaser was shown during the premiere of Star Wars: The Clone Wars
Star Wars: The Clone Wars (2008 TV series)
-Production:At April 2005's Star Wars Celebration III, Lucas stated that "we are working on a 3-D continuation of the pilot series that was on the Cartoon Network; we probably won't start that project for another year." In July 2005, pre-production had begun on the series, according to Steve...

. It was released on DVD and Blu-ray Disc
Blu-ray Disc
Blu-ray Disc is an optical disc storage medium designed to supersede the DVD format. The plastic disc is 120 mm in diameter and 1.2 mm thick, the same size as DVDs and CDs. Blu-ray Discs contain 25 GB per layer, with dual layer discs being the norm for feature-length video discs...

 six days after the U.S. TV premiere of the film. The film also received a limited theatrical release in Australia. It takes place between the second and third seasons of Alien Force.

Plot

The film opens as Ben, Gwen, and Kevin are negotiating with a group of black market dealers, who are attempting to sell them alien nanochips
Nanotechnology
Nanotechnology is the study of manipulating matter on an atomic and molecular scale. Generally, nanotechnology deals with developing materials, devices, or other structures possessing at least one dimension sized from 1 to 100 nanometres...

. One of them reveals herself to be Elena, a childhood friend of Ben and Gwen and a fellow Plumber's kid. Elena explains that she had set up the negotiations to lure Ben out into the open, and explains that her father has been abducted and that she needs their help to find him.

Just as Ben agrees to help her, the chips suddenly spring to life, controlled by a mysterious man hiding in the rafters. Kevin immediately labels it a double cross
Double cross
Double Cross may refer to:In film and television:* Double Cross , a film by Albert H. Kelley* Double Cross , a Bollywood action film* Double Cross , a Bollywood film...

, though Elena insists that she is not responsible. While the dealers escape, Ben transforms into Big Chill and drives off the intruder. Elena escapes in the confusion, further justifying Kevin's suspicions. Though Gwen quickly sides with Kevin, Ben is not as easily convinced.

Arriving at their headquarters
Headquarters
Headquarters denotes the location where most, if not all, of the important functions of an organization are coordinated. In the United States, the corporate headquarters represents the entity at the center or the top of a corporation taking full responsibility managing all business activities...

 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
Techno-organic material
In fiction, techno-organic material is a material with properties and abilities of both organic and technological material.-Use in Fiction:...

. Elena, having followed the trio, breaks in; Max orders her to leave, explaining that Elena's father, Victor Validus, was an apprentice of his who was dishonorably discharged
Military discharge
A military discharge is given when a member of the armed forces is released from their obligation to serve.-United States:Discharge or separation should not be confused with retirement; career U.S...

 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
Hacker (computer security)
In computer security and everyday language, a hacker is someone who breaks into computers and computer networks. Hackers may be motivated by a multitude of reasons, including profit, protest, or because of the challenge...

 into the computer files relating to Victor Validus and discover a video of Max interrogating Victor, in which Victor insists that "the Hive", the hive mind
Group mind (science fiction)
A group mind, hive mind or group ego in science fiction is a single consciousness occupying many bodies. Its use in literature goes back at least as far as Olaf Stapledon's science fiction novel Last and First Men ....

 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 laboratory
Laboratory
A laboratory is a facility that provides controlled conditions in which scientific research, experiments, and measurement may be performed. The title of laboratory is also used for certain other facilities where the processes or equipment used are similar to those in scientific laboratories...

. 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, forcing them to retreat. They head to the Ship-It building to investigate further, though Ben is now somewhat suspicious of Elena himself, having found an order slip meant for today when Elena claimed that Victor had been missing for weeks.

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 employees, who is similarly possessed by the chips. He directs a chip swarm to attack Gwen and Kevin, which eventually wreck Kevin's car (which is a slightly modified third-generation Dodge Challenger
Dodge Challenger
The Dodge Challenger is the name of three different generations of automobiles marketed by the Dodge division of Chrysler.The first generation Dodge Challenger was a pony car built from 1970 to 1974, using the Chrysler E platform and sharing major components with the Plymouth Barracuda. The second...

) after a lengthy chase. Ben, having overheard the commotion and followed them, uses Humongousaur (voiced by Dee Bradley Baker
Dee Bradley Baker
Dee Bradley Baker is an American voice actor. He is noted as his long-running-role as Klaus Heissler in American Dad! and other various characters including Squilliam Fancyson in the hit TV series SpongeBob SquarePants, Nightcrawler in X-Men: Legends and Marvel: Ultimate Alliance...

) to defeat the swarm, completely demolishing Kevin's car in the process.

By the time they return to headquarters, the chips have been spread across the globe, and now number in the millions. The group deduces that there must be a Queen (voiced by Wendy Cutler) 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 black and green car for Ben (which is, in the movie, a heavily modified Mazda RX-8
Mazda RX-8
The Mazda RX-8 is a sports car manufactured by Mazda Motor Corporation. It first appeared in 2001 at the North American International Auto Show. It is the successor to the RX-7 and, like its predecessors in the RX range, it is powered by a Wankel engine. The RX-8 began North American sales in the...

 which is given away by the interior and the features of the car) called DX Mark 10 (confirmed by Bandai and Dwayne McDuffie) as a "late birthday
Birthday
A birthday is a day or anniversary where a person celebrates his or her date of birth. Birthdays are celebrated in numerous cultures, often with a gift, party or rite of passage. Although the major religions celebrate the birth of their founders , Christmas – which is celebrated widely by...

 present."

Infiltrating the factory, the group discovers that the Queen has infected Elena's father, whose body is being used to mass produce
Mass production
Mass production is the production of large amounts of standardized products, including and especially on assembly lines...

 the chips. Gwen and Kevin reluctantly suggest killing Victor to stop the Hive, but Ben and Elena refuse to consider it. Ben uses the Omnitrix to transform into a new alien that he calls "Nanomech" (voiced by Alex Winter
Alex Winter
Alexander Ross "Alex" Winter is an English-born American actor, film director, and film writer, best known for his role as Bill S. Preston Esq. in the 1989 film Bill & Ted's Excellent Adventure and its 1991 sequel Bill & Ted's Bogus Journey...

) which was created by scanning the DNA of the chips. He enters Victor's brain and battles the queen while Gwen, Kevin, and Elena fight the drones. After a grueling battle, Nanomech electrocutes the Queen to death 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. The film ends as Ben, Gwen, Kevin, and Elena drive home.

Cast

  • Ryan Kelley
    Ryan Kelley
    - Early life and career :Ryan was born and raised in a western suburb of Chicago, Glen Ellyn, Illinois. He has 14 siblings: 9 sisters and 5 brothers....

     as Ben Tennyson
  • Galadriel Stineman as Gwen Tennyson
  • Nathan Keyes
    Nathan Keyes
    Nathan William Keyes is an American actor, known for his role as Kevin Levin in Ben 10: Alien Swarm.-History:When Keyes was seven, he wrote, produced, directed and acted in the play based on The Tailor of Gloucester...

     as Kevin Levin
  • Alyssa Diaz
    Alyssa Diaz
    Alyssa Elaine Diaz is an American actress. Diaz is best known for playing the role of Jasmine on the ABC Family show The Nine lives of Chloe King as well as Celia Ortega on the daytime soap opera As The World Turns from February 9, 2005 until her final appearance on August 10, 2005 when her...

     as Elena Validus
  • Barry Corbin
    Barry Corbin
    Leonard Barrie Corbin, known as Barry Corbin , is an American actor with more than one hundred film, television and video game credits.-Early life:...

     as Max Tennyson
  • Herbert Siguenza as Victor Validus

Voice cast

  • Dee Bradley Baker
    Dee Bradley Baker
    Dee Bradley Baker is an American voice actor. He is noted as his long-running-role as Klaus Heissler in American Dad! and other various characters including Squilliam Fancyson in the hit TV series SpongeBob SquarePants, Nightcrawler in X-Men: Legends and Marvel: Ultimate Alliance...

     as Big Chill and Humungousaur
  • Alex Winter
    Alex Winter
    Alexander Ross "Alex" Winter is an English-born American actor, film director, and film writer, best known for his role as Bill S. Preston Esq. in the 1989 film Bill & Ted's Excellent Adventure and its 1991 sequel Bill & Ted's Bogus Journey...

     as Nanomech
  • Wendy Cutler as The Queen

Reception

The film received mixed to negative reviews from viewers, criticism on its dark storyline and the transformations going too fast.

Sequel/Other Media

In the animated series Ben 10: Ultimate Alien there is a sequel to the Alien Swarm movie entitled "Revenge of the Swarm."
Taking place months after the events of Alien Swarm, Victor Validus attacks Ben at night. But, when Ben defends himself he finds a Nanochip. Ben, Kevin and Gwen find Elena Validus and see what is going on. Elena is now a scientist, taking over her father's place after his previous death. When Ben and Julie arrange a date, she is kidnapped. Ben goes to Elena and she turns into the Hive Queen. It is revealed that the Queen in Alien Swarm was a decoy and Elena was the real one. Elena makes clones of her father to destroy the ones that Ben loved, so she could keep him all to herself. After Gwen and Kevin show up just in time, Ben finds Julie in a closet and frees her. But when the Nanochips attack Ben and try to kill him, Julie convinces Elena to stop if she really cares about Ben as well Julie does. Elena then kills herself in order to stop the Nanochips and to show her true love for Ben. When Ben and Julie drive home at the end of the episode with Gwen and Kevin, the Nanochips reform. It's a sign that Elena might still be alive.
The sequel to this episode is the Ultimate Alien episode titled "The Perfect Girlfriend". Julie goes off to a tennis match abroad. Ben has to defeat Ssserpent. Julie soon shows up when she is strangely supposed to be at the airport and distracts Ssserpent long enough to get the police inside and chase Ssserpent out. She then saves Ben and explains that she thinks their relationship is more important than a tennis match. However, she acts strange, as she lets Ben stay home to watch Sumo Slammers while she, Gwen and Kevin go shopping. Gwen falls down the elevator shaft. She survives, but injures her left ankle. Ben, wondering why Gwen would fall down an empty elevator shaft, goes with Julie back to the mall to investigate. When the mechanic leaves, Spidermonkey checks it out, but accidentally activates the elevator. However, before the elevator could crush Spidermonkey, the elevator seemingly stops (you can briefly see Julie's eyes glowing, indicating she stopped it). Gwen, curious about Julie's behavior, asks Kevin to go spy on her. After the movie, Ben leaves again to look for Sserpent and Kevin follows Julie to Industry Boulevard, but suddenly, he is attacked by a building creature. soon gets a call from Gwen that Kevin is under attack. Way Big shows up and defeats the building creatures. Ben then gets curious about Julie's behavior as well, with Kevin saying the monster showed up right before she disappeared. He finds her at his place and gets her to watch with him a tennis match on TV. However, he finds it to be a replay of one of Julie's matches from yesterday. He finally recognizes the girl he is with to be an imposter and she reveals herself to be Elena. She explains that since Ben loves Julie, she masqueraded as her and tried to provide Ben everything he wanted to make him happy. Suddenly, the real Julie shows up so she could spend time with Ben, but then sees Elena. Angered, Elena transforms into her Nanochips form while Ultimate Echo Echo confronts Elena. She ends up defeating Ultimate Echo Echo by choking him with nanochips again, but then Julie drives her away by saying that if Elena kills Ultimate Echo Echo, then no one can have Ben. Elena then runs away into a sewer pipe, saying she now knows what hate feels like and promises to return again.
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