Ben 10: Alien Swarm is a 2009 American superhero film directed by Alex Winter. It is based on the Cartoon Network animated series Ben 10: Alien Force and is a standalone sequel to 2007's Ben 10: Race Against Time. The film stars Ryan Kelley, Galadriel Stineman, Nathan Keyes, Alyssa Diaz, Herbert Siguenza, and Barry Corbin. The film held its world premiere in London on November 15, 2009, and premiered on Cartoon Network on November 25, 2009, where it was watched by 4.02 million viewers. The events of the film takes place between the second season's finale and the first episode of the third season of Ben 10: Alien Force due to the fact that Gwen and Kevin changed their clothes later in the movie. Plot The film opens as sixteen-year-old cousins Ben and Gwen Tennyson, and their friend, seventeen-year-old Kevin Levin, are negotiating with a group of black market dealers attempting to sell them alien nanochips, which are causing interference with the Omnitrix. One of them reveals herself to be Elena Validus, a childhood friend of Ben and Gwen. Elena explains that she had set up negotiations to lure Ben out into the open to seek his help in finding her abducted scientist father. As Ben agrees to help her, the chips spring to life and attack, controlled by a man on a catwalk. The group fights them, and in the process the suspicious man and the dealers escape. While Elena claims she is not responsible for the attack, Kevin and Gwen are suspicious of her. At their headquarters, the trio, along with Grandpa Max, study one of the chips salvaged from the fight, learning that they are a hybrid of organic and technological components. Elena, having followed the trio, breaks in and Max orders her to leave, explaining that Elena's father, Victor Validus, was an apprentice of his who was dishonorably discharged after stealing the original chips. Ben refuses to believe that Elena is like her father, and breaks ranks with his grandfather and teammates to help her. While Max is away, Gwen and Kevin investigate Victor Validus and discover a video of Max interrogating Victor, in which Victor insists that "the Hive", the mind intelligence behind the chips, is coming to take over the planet as they are revealed to be able to possess people. Meanwhile, Ben and Elena arrive at Victor's old laboratory. It has been cleared