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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. 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.

Unlike Race Against Time, this film was canon in the TV show and was even continued in two Sequel Episodes: Revenge of the Swarm and The Perfect Girlfriend

Tropes used in Ben 10: Alien Swarm include:
  • Alien Invasion: Naturally.
  • Brainwashed and Crazy: Elena's father, Victor and Grandpa Max later on
  • 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
  • Car Fu: Humangonsaur 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.
  • Clear My Name: Elena's goal is clear her family's name of her father's supposed crime.
  • Hive Mind: The Nano-chips controlled by a queen.
  • 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.
  • Live Action Adaptation
  • Made for TV Movie
  • Nanomachines
  • 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 do this to Ben since he in an alien form of her species. Ben shakes it off easy.
  • The Other Darrin: 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.
  • The Swarm: Duh
  • Theme Tune Rap: The ending theme, "Flyentology" by El-P
  • Zombie Apocalypse: Via mind control
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