feet of Kevin and Gwen in front of him. Gwen begins to scrap her gigantic heavy foot across the floor which causes a loud scratching sound which goes to show the massive difference in both size and mass between Gwen and now her shrunken cousin. Ben realises that he is small then after a few seconds then finally transforms into Nanomech, which was created by scanning the DNA of the chips. He flies into Victor's head and battles the Queen, who briefly tries to assert dominance on him, though he resists, while Gwen, Kevin, and Elena fight the infected. As the dormant chips in the factory activate, Nanomech uses the chips ability to adapt to overwhelm and destroy the Queen, freeing everyone from the chips' control. In the aftermath, Max, after 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 as Benjamin "Ben" Kirby Tennyson Galadriel Stineman as Gwendolyn "Gwen" Catherine Tennyson Nathan Keyes as Kevin Levin Alyssa Diaz as Elena Validus Herbert Siguenza as Victor Validus Barry Corbin as Max Tennyson Dee Bradley Baker as Big Chill, Humungousaur (voice) Alex Winter as Nanomech (voice) Wendy Cutler as The Queen (voice) Patrick Cox as Big Ed Production Major hurdles for film's initial production stage included the 2007-2008 Writers Guild of America strike as well as the threat of strikes by other guilds. Prior to a potential Directors Guild of America strike, Winter began creating animatics of action sequences featuring characters rejected for the 2007 film. This would allow animators to complete sequences if the Directors Guild of America went on strike in January 2008, which ultimately did not happen. Winter considered making a small project in between Ben 10 and the movie, but decided against the idea, saying "you have your baby and you don't want someone else to take it". Inspired by its use in Sam Raimi's Spider-Man, three action sequences in Ben 10: Alien Swarm were shot using IMAX cameras. Although screenwriters John Turman and James Krieg suggested that the IMAX footage would be 3D, Winter late said he found 3D too gimmicky. Winter added that shooting in IMAX was easier than using stereoscopic cameras. Cartoon Network became more involved in the designs of the aliens than the company was