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Ben 10: Alien Swarm is a 2009 Live-Action Adaptation film in the Ben 10 franchise, this one based off the 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 Race Against Time, this film was canon in the TV show and was even continued in two Sequel Episodes in Ultimate Alien: "Revenge of the Swarm" and "The Perfect Girlfriend".

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The film has the following examples:

  • Action Girl: Elena.
  • Alien Invasion: Naturally.
  • All There in the Manual: The story involving Ben, Gwen and Elena's past together was showcased in the CN's Action Pack comic book (Issue 43 to be exact).
  • Big Brother Instinct: Ben seems to be protective of Gwen, especially when they're fighting the chips.
  • Bland-Name Product: Ship It.
  • Bloodless Carnage: 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.
  • Brainwashed and Crazy: Elena's father, Victor and Grandpa Max later on
  • Brilliant, but Lazy: Kevin is as intelligent as the others (thanks to the science channel), but often complains about how much work the team has to do.
  • Cassandra Truth: 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.
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  • Car Fu: Humungousaur Ben does this against a batch of nano-chips, much to Kevin's dismay as it was his car.
  • Car Chase: Between Kevin (with Gwen) and the nanochips.
  • The Chick: Gwen.
  • Clear My Name: Elena's goal is clear her family's name of her father's supposed crime.
  • Cool Car: 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
  • Darker and Edgier: It's much more dark than Ben 10: Race Against Time.
  • Defrosting Ice Queen: Gwen is initially cold towards Elena, but by the end of the movie she eventually warms up to her.
  • Face–Heel Turn: Everyone but Ben accuses Victor and Elena of this.
  • Hate at First Sight: Everyone but Ben seems to hate Elena the minute she introduced herself.
  • Hive Mind: The Nano-chips controlled by a queen.
  • Honor Before Reason: 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.
  • A House Divided: Max, Gwen, and Kevin aren't as willing to help Elena as Ben is. Which is the main conflict in the film.
  • Incredible Shrinking Man: Ben manages to get one of the nano's DNA and turns into a new alien called Nanomech which allows him to shrink and enter Victor's body to do battle with the Hive Queen.
  • Insufferable Genius: Elena accuses Gwen of being this.
  • Like an Old Married Couple: Kevin even points out how much Gwen and Elena bicker with each other.
  • Live-Action Adaptation
  • Made-for-TV Movie
  • Nano Machines: The main focus of this movie which likewise are the antagonists.
  • Nice Job Breaking It, Hero!: If Max had believed Victor from the get go, none of the movie's events would've happened.
  • No Ontological Inertia: Once the queen dies, the nanochips becomes inert for good.
  • No-Sell: 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.
  • Not So Different: As much as Gwen hates to admit it, she does realize that they need to help Elena and stop the chips.
  • Pretty Boy: Ben and Kevin are both very pretty, which is more the fault of their actors, Ryan Kelley and Nathan Keyes.
  • Remember the New Guy?: 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.
    • There was a special tie in story in "CN's Action Pack'' comic which explains Ben's relationship to Elena.
  • Sixth Ranger: Elena becomes this just for the movie.
  • Skewed Priorities: When Max and the gang are all looking for an intruder in the Plumber's headquarters, he's worried about his model train set.
  • Slap-Slap-Kiss: Gwen and Kevin fit this trope to a t.
  • The Smurfette Principle: Gwen is the only girl in the gang, until Elena joins them.
  • The Swarm: Duh.
  • Theme Tune Rap: The ending theme, "Flyentology" by El-P
  • This Is Unforgivable!: 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.
  • Thou Shall Not Kill: Ben absolutely refuses to kill Victor, after Gwen and Kevin suggest it.
  • "The Reason You Suck" Speech: Elena gives one of these to Ben, Gwen, Max, and Kevin after explaining the real reason why her family left the Plumbers.
  • Two Girls to a Team: Gwen and Elena.
  • We Can Rule Together: Attempted and failed by the Queen on Ben.
  • What Is One Man's Life in Comparison?: Gwen and Kevin use this argument on Ben when they suggest killing Victor to destroy the Hive and save the world. Ben, being Ben, refuses to consider doing so for a second.
  • What the Hell, Hero?: Ben gives one of these to Gwen, Max, and Kevin for not wanting to help Elena.
  • Zombie Apocalypse: Via mind control by the nanochips. The Hive Queen plans to spread her influence by mailing the nanomachines via a shipping company all over the world.

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