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* DarkerAndEdgier: It's much more dark than LiveAcionFilm/Ben10RaceAgainstTime.

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* DarkerAndEdgier: It's much more dark than LiveAcionFilm/Ben10RaceAgainstTime.LiveAcionFilm/Ben10:RaceAgainstTime.
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* DarkerAndEdgier: It's much more dark than LiveAcionFilm/Ben10RaceAgainstTime.
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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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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 "Revenge of the Swarm'' Swarm" and ''The "The Perfect Girlfriend''
Girlfriend".
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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.

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Ben 10 ''Ben 10: Alien Swarm 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.
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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. Its is the second live action film in the series and the third movie overall.

to:

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

to:

Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''WesternAnimation/{{Ben ''Franchise/{{Ben 10}}'' franchise, this one based off the ''[[WesternAnimation/Ben10AlienForce Alien Force]]'' series. Its is the second live action film in the series and the third movie overall.
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Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''WesternAnimation/{{Ben10}}'' franchise, this one based off the ''[[WesternAnimation/Ben10AlienForce Alien Force]]'' series. Its is the second live action film in the series and the third movie overall.

to:

Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''WesternAnimation/{{Ben10}}'' ''WesternAnimation/{{Ben 10}}'' franchise, this one based off the ''[[WesternAnimation/Ben10AlienForce Alien Force]]'' series. Its is the second live action film in the series and the third movie overall.
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* DefrostingIceQueen: Gwen is initially cold towards Elena, but by the end of the movie she eventually warms up to her.


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* SixthRanger: Elena becomes this just for the movie.


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* TwoGirlsToATeam: Gwen and Elena.
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* WhatTheHellHero: Ben gives one of these to Gwen, Max, and Kevin for not wanting to help Elena.
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* 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]]

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* 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]]him.]]
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The film has the following examples:

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The !!The film has the following examples:
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* 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. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai]].

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* 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]].

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Ben, Gwen and Kevin do a sting operation from black market sellers trying to give away alien tech. In the midst of it, the tech, supposely latent alien chips, spring to life and attack them. The group manages to fight then off. In the process coming across a girl name Elena, an old friend of Ben and Gwen and daughter of a former plumber who went rogue. She comes asking for their help though Gwen is wary of her given their past while Ben isn't so sure. As the group investiage more into the chips, its revealed there's more to the plot that meets the eye.

to:

Ben, Gwen and Kevin do a sting operation from on black market sellers trying to give away alien tech. In the midst of it, the tech, supposely supposedly latent alien chips, spring to life and attack them. The group manages to fight then off. In off while the process coming across a girl name named Elena, an old friend of Ben and Gwen and daughter of a former plumber Plumber who went rogue. She comes asking for their help though Gwen is wary of her given their past while Ben isn't so sure. As the group investiage more 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.



* 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]]).



* 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]]

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* 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 destroyed, he was incarcerated and wasn't believed when Max interrogated him]]



* 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.

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* 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.Ben but had to given to him early to reach the nanomachines hideout after Kevin loses his car.



* NanoMachines

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* NanoMachinesNanoMachines: The main focus of this movie which likewise are the antagonists.



* PrettyBoy: Ben and Kevin are both ''very'' pretty, which is more the fault of their portrayers, 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, the movie ignores the fact Ben had a crush on Kai Green in the original show. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai.

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* PrettyBoy: Ben and Kevin are both ''very'' pretty, which is more the fault of their portrayers, 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. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai.Kai]].



* ZombieApocalypse: Via mind control.

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

to:

Unlike ''[[Film/Ben10RaceAgainstTime Race Against Time]]'', this film was canon in the TV show and was even continued in two [[SequelEpisode Sequel Episodes]]: Episodes]] in ''Ultimate Alien'': ''Revenge of the Swarm'' and ''The Perfect Girlfriend''
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* DawsonCasting: ''None'' of the main characters look like teenagers. Nearly all of them were in their 20s at the time.



* TheOtherDarrin: Grandpa Max this time played by Barry Corbin. Its reported that Lee Majors was offered the role again but turned it down due to other commitments. Fans preferred Barry anyway as, unlike Majors, he actually looked the the part from the TV show.

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* 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.



* CarFu: Humangonsaur Ben does this against a batch of nano-chips, much to Kevin's dismay as it was ''his'' car.

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* CarFu: Humangonsaur Humungousaur Ben does this against a batch of nano-chips, much to Kevin's dismay as it was ''his'' car.


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* 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.

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* {{Bishonen}}: Ben and Kevin are both ''very'' pretty, which is more the fault of their portrayers, Ryan Kelley and Nathan Keyes.



* PrettyBoy: Ben and Kevin are both ''very'' pretty, which is more the fault of their portrayers, Ryan Kelley and Nathan Keyes.



* TheSwarm: Duh

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* TheSwarm: DuhDuh.



* ZombieApocalypse: Via mind control

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* ZombieApocalypse: Via mind controlcontrol.
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Ben, Gwen and Kevin do a sting operation from black market sellers trying to give away alien tech. In the midst of it, the tech, supposely latent alien chips, spring to life and attack them. The group manages to fight then off. In the process coming across a girl name Elena, an old friend of Ben and Gwen and daughter of a former plumber who went rouge. She comes asking for their help though Gwen is wary of her given their past while Ben isn't so sure. As the group investiage more into the chips, its revealed there's more to the plot that meets the eye.

to:

Ben, Gwen and Kevin do a sting operation from black market sellers trying to give away alien tech. In the midst of it, the tech, supposely latent alien chips, spring to life and attack them. The group manages to fight then off. In the process coming across a girl name Elena, an old friend of Ben and Gwen and daughter of a former plumber who went rouge.rogue. She comes asking for their help though Gwen is wary of her given their past while Ben isn't so sure. As the group investiage more into the chips, its revealed there's more to the plot that meets the eye.

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Changed: 33

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* 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.
* DawsonCasting: ''None'' of the main characters look like teenagers. Nearly all of them were in their 20s at the time.



* NoSell: The Hive Queen tries to do this to Ben since he in an alien form of her species. Ben shakes it off easy.

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* NoSell: The Hive Queen tries to do this to bring Ben under her control since he he's in an alien form of her species. Ben shakes it off easy.
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[[quoteright:265:http://static.tvtropes.org/pmwiki/pub/images/Ben10Alien-horz_921.png]]
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* {{Bishonen}}: Ben and Kevin are both ''very'' pretty, which is more the fault of their portrayers, Ryan Kelley and Nathan Keyes.

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* 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, the movie ignores the fact Ben had a crush on Kai Green in the original show. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai.

to:

* RememberTheNewGuy: a 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, the movie ignores the fact Ben had a crush on Kai Green in the original show. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai.Kai.
** There was a special tie in story in "CN's Action Pack'' comic which explains Ben's relationship to Elena.



* WeCanRuleTogether: attempted and failed by the Queen on Ben.

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* WeCanRuleTogether: attempted Attempted and failed by the Queen on Ben.
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* 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, the movie ignores the fact Ben had a crush on Kai Green in the original show. Granted, considering how it ended, you might understand neither Ben or Gwen bothered remembering Kai.
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Added DiffLines:

* WeCanRuleTogether: attempted and failed by the Queen on Ben.
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Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''BenTen'' franchise, this one based off the ''[[Ben10AlienForce Alien Force]]'' series. Its is the second live action film in the series and the third movie overall.

to:

Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''BenTen'' ''WesternAnimation/{{Ben10}}'' franchise, this one based off the ''[[Ben10AlienForce ''[[WesternAnimation/Ben10AlienForce Alien Force]]'' series. Its is the second live action film in the series and the third movie overall.
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* LiveActionAdaptation
* MadeForTVMovie
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* CarFu: Humangonsaur Ben does this against a batch of that nano-chip much to Kevin's dismay as it was ''his'' car.

to:

* CarFu: Humangonsaur Ben does this against a batch of that nano-chip nano-chips, much to Kevin's dismay as it was ''his'' car.



* ClearMyName: Elena's goal is clear of family's name of her father's supposed crime.

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* ClearMyName: Elena's goal is clear of her family's name of her father's supposed crime.
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* TheOtherDarrin: Grandpa Max this time played by Barry Corbin. Its reported that Lee Majors was offered the role again but turned it down due to other commitments. Fans preferred Barry anyway as, unlike Majors, he actually looked the the part from the TV show.

Added: 480

Changed: 10

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Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''BenTen'' franchise, this one based off the [[BenTenAlienForce Alien Force]] series. Its is the second live action film in the series and the third movie overall.

to:

Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''BenTen'' franchise, this one based off the [[BenTenAlienForce ''[[Ben10AlienForce Alien Force]] Force]]'' series. Its is the second live action film in the series and the third movie overall.



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



* 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 believe when Max interrogated him]]

to:

* 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 believe believed when Max interrogated him]]


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* CarChase: Between Kevin (with Gwen) and the nanochips.


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* NiceJobBreakingItHero: [[spoiler: If Max had believed Victor from the get go, none of the movie's events would've happened.]]
* NoOntologicalInertia: Once the queen dies, the nanochips becomes inert for good.
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Added DiffLines:

Ben 10 Alien Swarm is a 2009 LiveActionAdaptation film in the ''BenTen'' franchise, this one based off the [[BenTenAlienForce Alien Force]] series. Its is the second live action film in the series and the third movie overall.

Ben, Gwen and Kevin do a sting operation from black market sellers trying to give away alien tech. In the midst of it, the tech, supposely latent alien chips, spring to life and attack them. The group manages to fight then off. In the process coming across a girl name Elena, an old friend of Ben and Gwen and daughter of a former plumber who went rouge. She comes asking for their help though Gwen is wary of her given their past while Ben isn't so sure. As the group investiage more into the chips, its revealed there's more to the plot that meets the eye.

----
The film has the following examples:

* AlienInvasion: Naturally.
* BrainwashedAndCrazy: [[spoiler: Elena's father, Victor and Grandpa Max later on]]
* 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 believe when Max interrogated him]]
* CarFu: Humangonsaur Ben does this against a batch of that nano-chip much to Kevin's dismay as it was ''his'' car.
* ClearMyName: Elena's goal is clear of family's name of her father's supposed crime.
* HiveMind: The Nano-chips controlled by a queen.
* 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.]]
* NanoMachines
* NoSell: The Hive Queen tries to do this to Ben since he in an alien form of her species. Ben shakes it off easy.
* TheSwarm: Duh
* ThemeTuneRap: The ending theme, "[[http://www.youtube.com/watch?v=VWNA-jJNhos Flyentology]]" by El-P
* ZombieApocalypse: Via mind control

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