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''Ben 10: Alien Swarm'' is a 2009 LiveActionAdaptation film in the ''Franchise/{{Ben 10}}'' franchise, this one based off the ''[[WesternAnimation/Ben10AlienForce Alien Force]]'' series. It is the second live action film in the series and the third movie overall.

Ben, Gwen and Kevin do a sting operation on black market sellers trying to give away alien tech. In the midst of it, the tech, supposedly latent alien chips, spring to life and attack them. The group manages to fight then off while the process coming across a girl named Elena, an old friend of Ben and Gwen and daughter of a former Plumber who went rogue. She comes asking for their help though the group is wary to trust her. As the three investigate further into the chips, its revealed there's more to the plot that meets the eye.

Unlike ''[[Film/Ben10RaceAgainstTime Race Against Time]]'', this film was canon in the TV show and was even continued in two [[SequelEpisode Sequel Episodes]] in ''Ultimate Alien'': "Revenge of the Swarm" and "The Perfect Girlfriend".

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!!The film has the following examples:

* AdaptationalCurves: [[InvertedTrope Inverted]] with Kevin. He has a HeroicBuild in the cartoons. Here, he is still muscular, but his build is a little slimmer.
* AdaptationalWimp: ''Gwen''. For the love of God, ''Gwen'' of all characters got the brunt of this. In the cartoon series she has a blackbelt in martial arts and is quite a competent fighter. Here, she does some SheFu and ''cries out in pain'' from simply punching one of the chip's minions in the face.
* ActionGirl: Elena. Gwen also qualifies.
* AlienInvasion: Naturally.
* AllThereInTheManual: The story involving Ben, Gwen and Elena's past together was showcased in the ''CN's Action Pack'' comic book ([[https://comicvine.gamespot.com/cartoon-network-action-pack-43-old-friends-plumber/4000-182941/ Issue 43 to be exact]]).
* BigBrotherInstinct: Ben seems to be more protective of Gwen in this installment.
* BlandNameProduct: Ship It.
* BloodlessCarnage: Despite such things as being punched through a glass window or getting in a car crash, none of the characters show any signs of blood or long-term damage.
* BrainwashedAndCrazy: [[spoiler: Elena's father, Victor and Grandpa Max later on]]
* BrilliantButLazy: Kevin is as intelligent as the others (thanks to the science channel), but often complains about how much work the team has to do.
* BroodingBoyGentleGirl: Gwen and Kevin, naturally.
* CallingParentsByTheirName: Gwen is the only one to call him "Grandpa Max", while Ben just simply referrers to him as "Max".
* CassandraTruth: [[spoiler: It's revealed that Victor was right about the chips and that there was a plot brewing surrounding them. However when he tried to have them destroyed, he was incarcerated and wasn't believed when Max interrogated him. Max insisted that he was stealing the chips for someone else, and considered it betrayal.]]
* CarFu: Humungousaur Ben does this against a batch of nano-chips, much to Kevin's dismay as it was ''his'' car.
* CarChase: Between Kevin (with Gwen) and the nanochips.
* ClearMyName: Elena's goal is clear her family's name of her father's supposed crime.
* ColourCodedForYourConvenience: Each character has their own color scheme.
** Ben is obviously green.
** Gwen is blue and pink.
** Kevin is black.
** Elena is red.
* CoolCar: It's this movie introduces the slick car that Ben gains in the series. As it was meant to be a birthday present from Kevin to Ben but had to given to him early to reach the nanomachines hideout after Kevin loses his car
* DarkerAndEdgier: It's much more dark than it's predecessor, ''Film/Ben10RaceAgainstTime''.
* DefrostingIceQueen: Gwen is initially cold towards Elena, but by the end of the movie she eventually warms up to her.
* DoubleAgent: Elena is ''constantly'' accused ot being this.
* EverytownAmerica: The gang states that Barren Rock, Missouri (the fictitious town where the [[BlandNameProduct Ship It]] headquarters are located) is only an hours drive from Bellwood. So it's either located in Missouri or the surrounding states.
* FaceHeelTurn: Everyone but Ben accuses Victor and Elena of this.
* FourTemperamentEnsemble: Ben - Sanguine ([[ChronicHeroSyndrome ready to help whoever whenever]], [[AllLovingHero likes to take care of others]])
** Gwen - Choleric (extroverted, [[FieryRedHead short-tempered]], and [[TheSmartGuy figures out how to handle the chips]]).
** Kevin - Melancholic ([[BruiserWithASoftCenter is often in a bad mood (unless he's with Gwen)]], and [[SmarterThanTheyLook is good at solving problems with help from the science channel]]).
** Elena - Phlegmatic ([[ClearMyName her whole mission is to save her father]], and [[MustMakeAmends tries to clear things up with the Tennysons]])
* HateAtFirstSight: Everyone except Ben seems to hate Elena the minute she introduced herself.
* HenpeckedHusband: Kevin and Gwen's relationship seems to be this.
* HiveMind: The Nano-chips controlled by a queen.
* HiveQueen: [[spoiler:She resides in Victor Validus]], although ''WesternAnimation/Ben10UltimateAlien'' would later establish that [[spoiler:the true queen was inside Elena.]]
* HonorBeforeReason: [[spoiler: Max seems to care more about following protocols, which in his point-of-view, Victor broke them by trying to destroy the chips, thinking he's stealing them.]]
* AHouseDivided: Max, Gwen, and Kevin aren't as willing to help Elena as Ben is. Which is the main conflict in the film.
* IncredibleShrinkingMan: Ben manages to get one of the nano's DNA and turns into a new alien called Nanomech which allows him to shrink [[spoiler: and enter Victor's body to do battle with the Hive Queen.]]
* InsufferableGenius: Elena accuses Gwen of being this.
* LikeAnOldMarriedCouple: Kevin even points out how much Gwen and Elena bicker with each other.
* LimitedWardrobe: Ben (though he ends up wearing his iconic 10 jacket by the end), Elena, and Kevin don't really change their outfits through the film. Gwen is the only one who wears her seasons 1-2 outfit in the first half, then changes into her season 3 one.
* LiveActionAdaptation
* MadeForTVMovie
* MagicSkirt: Gwen wears one for the first half of the film.
* MechanicalInsects: The chips play this up much more than their later animated appearances.
* MicrobotSwarm: The chips are able to form increasingly complex constructs.
* MrExposition: Not only does [[RememberTheNewGuy Elena]] remind us of who the Plumbers are, she also laments about why we've never seen her on screen before.
* NanoMachines: The main focus of this movie which likewise are the antagonists.
* NiceJobBreakingItHero: [[spoiler: If Max had believed Victor from the get go, none of the movie's events would've happened.]]
* NobodyCanDie: Gwen and Kevin survive a ''major'' car crash with barely a scratch on them.
** The gang ends up rescuing Elena's father in the end.
* NoOntologicalInertia: Once the queen dies, the nanochips becomes inert for good.
* NoSell: The Hive Queen tries to bring Ben under her control since he's in an alien form of her species. Ben shakes it off easy.
* OneOfTheBoys: It's implied that Elena acted this way when she and Ben were kids.
* PrettyBoy: Ben and Kevin are both ''very'' pretty, which is more the fault of their actors, Ryan Kelley and Nathan Keyes.
* RememberTheNewGuy: A toned down case with Elena; while she is introduced as Ben's former schoolmate he already knew despite never showing up before, it's made clear Ben met her during the lap between the original series and AF. By describing her as Ben's first crush, however, [[ContinuitySnarl the movie ignores the fact Ben had a crush on Kai Green in the original show.]] [[FridgeBrilliance Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai]].
** There was a special tie in story in "CN's Action Pack'' comic which explains Ben's relationship to Elena.
* ResignationsNotAccepted: After all is said and done, Max apologises for misjudging the situation and retires from the Plumbers, PassingTheTorch to Ben. Ben immediately rejects his retirement.
* SheFu: Gwen does a back hand-spring during one of the battles with the chips for no reason whatsoever.
* SixthRanger: Elena becomes this just for the movie.
* SkewedPriorities: When Max and the gang are all looking for an intruder in the Plumber's headquarters, he's worried about his model train set.
* SlapSlapKiss: Gwen and Kevin fit this trope to a t.
* TerritorialSmurfette: Next to Max, Gwen is the one most hostile towards Elena.
* TookALevelInJerkass: Gwen and Max get the brunt of this.
* TheSmurfettePrinciple: Gwen is the only girl in the gang, until Elena joins them.
* TheSwarm: Duh.
* ThemeTuneRap: The ending theme, "[[https://www.youtube.com/watch?v=VWNA-jJNhos Flyentology]]" by El-P
* ThisIsUnforgivable: [[spoiler: Max was furious at Victor for trying to destroy the chips, ignoring his plea that the Hive are still alive, and instead believes Victor was stealing them for someone else.]]
* ThouShallNotKill: Ben absolutely refuses to kill Victor, after Gwen and Kevin suggest it.
* TheReasonYouSuckSpeech: Elena gives one of these to Ben, Gwen, Max, and Kevin after explaining the real reason why her family left the Plumbers.
* TrueBlueFemininity: Gwen wears ''a lot'' of blue throughout the first half of the film.
* TwoGirlsToATeam: Gwen and Elena.
* TwoGuysAndAGirl: Initially the team is Ben, Kevin, and Gwen. When Elena joins them, it even things out.
* WeCanRuleTogether: Attempted and failed by the Queen on Ben.
* WhatDoesSheSeeInHim: A platonic version where Ben doesn't understand what Gwen sees in Kevin, as he almost says this verbatim.
* WhatIsOneMansLifeInComparison: Gwen and Kevin use this argument on Ben when they suggest killing [[spoiler: Victor]] to destroy the Hive and save the world. Ben, [[ChronicHeroSyndrome being Ben]], refuses to consider doing so for a second.
* WhatTheHellHero: Ben gives one of these to Gwen, Max, and Kevin for not wanting to help Elena.
* ZombieApocalypse: Via mind control by the nanochips. [[spoiler: The Hive Queen plans to spread her influence by mailing the nanomachines via a shipping company all over the world.]]
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