Ben 10 Alien Swarm (2009)

Ben 10 Alien Swarm (2009) Full Recap

A boy named Kevin drives to an old warehouse to meet someone named Fitz. When he gets there, he asks what Fitz has for him. And Fitz says it's really big. Suddenly, three bikers show up. And as Kevin looks confused, Fitz says he's just the middleman. Kevin doesn't like this, but two of the bikers approach him.

One of the bikers, Helio, asks if he's the buyer, and Kevin says it depends on what they have for him. Helio says it's alien technology. And as he opens his briefcase, he shows Kevin a special tube containing some alien nanochips. As Kevin looks at the chips, he asks what they are, but Helio doesn't seem to know much.

Kevin then asks if the chips are weapons, but Helio just insists that they're alien technology. He also asks if Kevin is still interested so they can quickly wrap up the deal. Kevin tells Helio to wait because he has to speak with his partners. Just then, Kevin's girlfriend, Gwen, and her cousin Ben show up at the warehouse.

Fitz looks shocked to see them, and Gwen implies that the deal seems to be a waste of time. Ben then asks Kevin about what Helio wants to sell, and Kevin says it's a complex piece of alien technology. Almost immediately, Kevin notices that the nano chips are causing some sort of interference with his special alien watch called the Omnitrix. Helio doesn't understand what's happening, and he complains that he has never met buyers like them before.

Suddenly, the third biker mentions that Helio has never met buyers like Ben, Gwen, and Kevin before. You're planetary security force because they're not just black market lowifees. As she says that they're part of a secret organization called plumbers, Helio asks if they'll fix his toilet. The third biker then mentions that the plumbers are a secret interplanetary security force that protects the world from various attacks and threats.

Kevin jokes that they're cops from outer space, and Ben asks how the biker knows about the plumbers. Just then, the biker takes off her helmet. And it turns out that she's Ben and Gwen's childhood friend, Elena. As they look shocked to see her, Kevin asks what's happening. Okay, people, let's move.

And Gwen mentions that Elena is a plumber's kid, just like they are. Elena then corrects Gwen and says they aren't the same because her ancestors weren't aliens. She adds that she doesn't have any cool powers to rely on. Ben then tells Kevin about how he and Gwen used to hang out with Elena back in the day until she moved out of town after her dad left the plumbers.

Elena looks surprised and asks if Ben really thinks her dad quit. She says that for someone who has more powers than all the plumbers combined. It's clear that Ben doesn't know much. Interestingly, there happens to be a strange man watching the kids from inside the warehouse, but they don't see him.

Ben then asks Elena what she's doing with the chips. Elena says she came back because she needs Ben's help to find her dad, who has been abducted. Kevin tells her to call the cops, but Elena says they can't help. She adds that her dad's disappearance is connected with the alien chips.

It's a double cross. Ben says [snorts] he'll help her because she's a plumber's kid and a friend, but Elena seems pissed that he's really calling himself her friend. She says that the last few years have been tough, and she can't remember Ben ever looking for her and her dad. Suddenly, the chips start moving inside the tubes.

And as Ben looks shocked, he asks Elena what's going on. Elena says she has no idea. But Gwen and Kevin believe it's a trap. Ben looks disappointed, but Elena says she really wants Ben's help. Almost immediately, the nano chips break out of the tube, and it turns out that the strange man inside the warehouse is controlling them.

As Ben tries to use the Omnitrix to change into an alien so he can stop the chips, he notices that there's still something causing an interference with it. He then tries something else to destroy the chips, but nothing happens. He also looks shocked when the chips swarm together and try to attack Gwen. Luckily, Gwen manages to use her alien powers to defend herself, but the chips still appear to be indestructible.

Gwen then tells Ben to use the Omnitrix, but he says it's not working. Kevin then decides to use his alien powers to attack the chips, but he only temporarily destabilizes the chips. Helio and the second biker look scared and decide to leave, but the chips start chasing them. Surprisingly, the chips are strong enough to destroy some of the large metal bars inside the warehouse.

But Helio and his partner still escape. Just then, Ben picks up one of the chips and mentions that it's definitely some kind of alien nanotechnology. Gwen also mentions that the attack is too organized and that there must be someone behind it. Almost immediately, they spot the strange man standing on the catwalk and realize that he's behind the attack.

Ben tries the Omnitrix again, and as it works, he turns into an alien named Spider Monkey. He then freezes the chips, but the strange man releases them. Kevin asks Elena who he is, but she says that she has no idea. Ben then tries to freeze the man, but he immediately realizes that his powers aren't working on the controller of the chips.

The man also attacks Gwen, but she quickly moves away before the chips can hit her. Almost immediately, the man disappears with the chips, and Ben starts wondering who he is. Technoorganic interface. As he also looks around, he notices that Elena is gone. Gwen and Kevin believe Elena tricked them and that she's probably working with the strange man.

Ben doesn't believe this and he says that something isn't right. Shortly after, they reach the secret headquarters of the plumbers and Gwen points out that Elena's story doesn't add up because she shouldn't have to sell alien tech on the black market just to find the plumbers. Ben still thinks Elena is innocent and he mentions that Elena implied that her dad didn't quit and it's possible that something else happened. all work and no play. He adds that if Elena is telling the truth, then their grandfather Max, who is the leader of the plumbers, will have some serious explaining to do.

Interestingly, Elena happens to be nearby, and she sees them inside the building. When the kids enter the main control room, Gwen asks Ben if Max has given them permission to use the scanners. Ben says there's no time for that, and he immediately starts the scanning process with Gwen and Kevin. After scanning one of the chips, they discover that it has organic and technological components.

Gwen tries to use her powers to trace its energy signature, but this doesn't work. Kevin suggests trying something else. But Ben says they can just find Elena, so she'll tell them where she got the chips in the first place. Gwen cannot believe that Ben still thinks Elena is innocent.

Ben says she's one of them, but Gwen mentions that she's not. She adds that they have no idea who Elena is anymore and they can't trust her. As Ben says he can't trust anyone, including Max, the kids suddenly see Max standing right behind them. He asks what Ben can't trust him with, and Gwen quickly changes the topic.

Max then asks what they're doing in the control room. That sounds like a pretty good combo. And Kevin says they had a little situation. Before they can say anything else, Max sees an image of the chip on the screen and asks what it is. He says it looks familiar and that he's sure he has seen it somewhere before.

Gwen asks if he's sure and Max tries to remember where he saw them. As Ben interrupts Max to ask for the truth about Elena's dad, they hear an alarm warning them that someone has broken in. Gwen immediately tracks the intruder to Max's office. And when they get there, they see that it's Elellanena.

Kevin looks shocked. I recognize her. She's It's not okay. And Ben tells Max to put down his gun because they know Elena. Max doesn't seem to care and he says Elena is the son of a man named Victor Valadus. He asks how she got in and she shows him the key she stole from the building security guard.

Max says Elena shouldn't have come and Gwen mentions that Elena was the one who set up the sale of the weird chips. Max then remembers where he saw the chips in the past and he says it's time for Elena to leave. Elena says she had to set up the sale because it was the only way she could get help. Max doesn't care about this, but Elena still mentions that her dad has been abducted by whoever made those chips.

Ben says they have to help her, but Max insists that she has to leave. Gwen looks surprised because she has never seen her grandfather so angry, and she implies that Elena must have done something really bad. Elellanena then talks about how Max turned his back on her family and threw them out on the street when they needed his help. She adds that Max lied to Ben and Gwen about her dad quitting so he could cover his tracks.

Ben asks if it's true and suggests helping Elena, but Max insists that they won't do that. He also mentions that they can't trust anything she says. As Max tells Kevin to send Elena away, she seems pissed and says she can see that they're real heroes. She also sarcastically mentions that Ben is definitely a good friend.

After Kevin takes her away, Ben asks what's wrong with Max. Max says he's okay, but that there's something wrong with Elena because she's Victor's daughter. Gwen looks confused and asks what's going on. And Max tells his grandkids that Victor was the best plumber he ever trained. He says he trusted Victor with his life and even wanted him to take over as the leader of the plumbers, but that Victor betrayed him.

Was given a dishonorable discharge. Ben asks what happened and Max says Victor was caught stealing alien tech that he swore to protect the Earth from. He adds that Victor was dishonorably discharged because he was a traitor. Gwen asks what Victor stole and Max says it's the same chips that Elena tried to sell.

Ben still thinks Elena is innocent and he accuses Max of lying to him and Gwen about what happened to Elena and her dad. Ben, stay away from her. Max says they were too young to understand at the time, but Ben insists that they can't judge Gwen by what her father did. Max seems pissed and tells Ben to stay away from Elena because her family has been blacklisted.

He adds that there must be no interaction between Elena's family and the plumbers. Ben doesn't agree with this and he says that Elena is a friend who is in trouble. He also mentions that Elena is the best chance they have at finding where the chips came from and the strange man who was controlling them. As he says that a lot more people could be in trouble, Max insists that he's not helping Elena.

He adds that he'll take care of the crisis by the book, but Ben still thinks that his grandfather is making the wrong decision. Well, it's the wrong decision. Max orders Ben to stay in the control room, but he refuses and says that he's going to help Elena. Gwen tells him not to do that, and she also begs Kevin to stop him.

Kevin says he's staying with Max, and Ben angrily heads out, saying he can handle himself. Shortly after, he chases down Elena and says he wants to help her find her dad. Elena looks shocked and asks about Max, and Ben says that his grandfather isn't too happy about his decision. Elena cannot believe that Ben still wants to help her, but he says that Max cannot get more pissed than he already is.

He also mentions that to find Elena's dad, they need to go to the place where she found the chips. Elsewhere, Max leaves the building and Gwen and Kevin are left alone in his office. Kevin then asks Gwen about Ben and Elena and if they had a thing in the past, Gwen says Elena was Ben's first crush and she was the only girl on the soccer team in high school. She also talks about how Ben wasn't happy when Elena moved away with her dad.

I mean, he's all grown up now and everything. Almost immediately, Kevin notices that some files on Max's computer are locked. Gwen asks what he's doing, and he says he's trying to find out what information Max already has on the chips, but that all the files are sealed. Gwen suggests asking Max about it, but Kevin says Max wasn't open to discussing it earlier.

Gwen then scolds Kevin for going through Max's computer, but she still asks if he found anything else. Kevin says most of the files are sealed, but that he can figure out the password. Gwen doesn't think this is a good idea, but she eventually encourages Kevin to hack the computer because she wants to do everything she can to help Ben. Elsewhere, the strange man from the warehouse attacks two men on the road and controls two chips to enter their bodies.

Almost immediately, the men become possessed like zombies, and the strange man easily controls them to follow him. Interestingly, the strange man happens to be Victor, but he doesn't seem to be himself anymore. Huge violation of trust and regulations. Meanwhile, Ben and Elellena arrive at the building where she found the chips.

Elellena says she followed her dad there one day when he started acting strange. Surprisingly, Victor is in the building, and as he sees Elena through the window, he looks happy and says she's doing well by bringing Ben over. The kids are unaware that he's inside. And as they head into the building, Elena talks about her dad's laboratory and how he kept whatever he was working on away from her.

As they decide to look around, Victor controls some possessed people to clear out his lab before the kids reach there. He then leads the zombies out of the building and orders them to load some crates into a van owned by a delivery company named Ship It to the final staging area. After they're done with this, Victor tells the driver to take the boxes to the final staging area. He also tells the zombies to take care of their guests in the building.

Just then, Ben and Elena find Victor's lab and notice that someone has been there. Surprisingly, Ben finds some of Victor's notes and realizes that Victor was trying to upgrade the chips as he implies that Victor is responsible for whatever is happening with the chips. Elena denies this and says that her dad was a brilliant mind who just became possessed by his work. Ben doesn't understand this, but Elena explains that her dad always said that the chips posed some kind of threat.

She adds that the plumbers didn't believe him and that's why he took the chips. Ben then finds an order slip from Shipit and asks Elena if her dad had business with the company. Elena looks confused and Ben asks if she knows the strange man from the warehouse. Elena says she doesn't and that she just wants to get her dad back.

As Ben says he'll help her, a group of zombies enter the lab. Ben [snorts] and Elena look shocked and wonder what's happening. The zombies mention that they want the kids to meet their queen and Ben realizes that they're being controlled by the chips. He suspects that the zombies knew they'd be there, but Elellena says she didn't try to set him up.

As Ben then tries to use the Omnitrix to change into an alien, it doesn't work and he looks confused. He eventually finds his way out with Elena. But as the zombies keep coming after them, he manages to redirect the scan on the Omnitrix to blast off the group. Before he and Elellanena can escape, the zombies stop Elellena's bike and she's forced to abandon it.

She then joins Ben on his bike and they quickly leave the scene. After a while, Ben stops the bike and suggests going to check out the shipment center to find out what Victor tried to send. Elena believes whatever her dad sent is long gone, but Ben says it's unlikely because the order slip he picked up at the lab shows that Victor just sent something today. He also asks why Elena lied about her dad being missing for the past few weeks.

Elena says she wasn't lying and that Ben has to trust her. Ben doesn't seem sure about this, but he suggests going to the Shipit distribution center to see what they can find. Elsewhere, Gwen and Kevin find an old interrogation video showing Victor talking about the chips being dangerous. Max didn't believe Victor, and he assumed that Victor was trying to sell the chips.

Victor denies this and warns Max that something called the Hive is controlling the chips and it wants to take over the planet. Max still didn't believe Victor, and as the video ends, Gwen and Kevin realize that Ben might be right about Elena being innocent. Almost immediately, Kevin tracks down the energy signature of the chips and figures out that there's a high concentration of them at a ship distribution center. Since they might be able to figure out what's happening with the chips, they decide to visit the distribution center.

When they get there, they notice that the place has just been cleared out. So, what if this looney isn't so loony? Kevin looks disappointed, but as Gwen looks around, she finds some order slips showing that someone is planning to distribute the chips around the world. As they realize that something big is happening, a ship employee approaches them and asks what they're doing inside the building after closing hours.

Gwen asks why the man is still around, and he says he's an employee who lives to obey. Gwen says she needs to take some of the documents, but that she'll bring them back later. The shipit employee refuses to let her do this and he says that Gwen and Kevin have to stay back to join the hive. Kevin seems pissed and says they're leaving, but the ship employee mentions that Kevin's desires are irrelevant because they all have to do what the queen wants.

Kevin then uses his alien powers to punch the employee out of the building. Before he leaves with Gwen, the employee stands up again and summons the chips to chase them. Kevin quickly drives away, but the chips follow the car. I think they're getting smarter. Gwen then realizes that the chips are now capable of forming weaponizable shapes because they can adapt to any situation quickly.

The chips eventually damage a part of Kevin's car and Gwen and Kevin quickly get out of it. As the chips form another shape and get ready to attack them, Ben arrives and changes into an alien called Humongosaur. Luckily, he's able to overpower the chips, and he uses Kevin's car to destroy them. Kevin doesn't like this, and he also accuses Elena of lying to them about the chips.

Elena denies this, and Ben talks about how they were attacked by a group of zombies earlier. Ben and Gwen agree that the chips are highly adaptive, and they suggest taking the active ones from the scene back to the plumbers's headquarters for proper analysis. Kevin and Gwen don't want Elena to come with them. But Ben says she's coming because he trusts her.

When the kids reach the headquarters, they see Max, who complains about all the reports of alien activity he has been receiving from plumbers around the world. He also looks shocked to see Elena. Reanalyze absolute locations. But before he can send her away, Ben mentions that the chips are now active.

Gwen also confirms this. And as they show Max some samples, he looks surprised. Almost immediately, Kevin tries to pinpoint the location of the chips, but notices that they are now spreading really fast around the world. Elena says her dad was right all along about the chips being a threat.

But Max says that Victor probably activated them because they weren't active years ago. As they argue about this, Ben stops them and says they need to find a solution instead. Suddenly, he remembers the zombies saying something about their queen, and he talks about this. Kevin says it's probably like in a beehive where the queen controls all the bees and tells them what to do.

Elena asks how they can destroy the hive, and Ben says they have to kill the queen. Following this, Max tells all the kids to work together to find the queen using the resources in the control room. Going two feet without an escort. Interestingly, one of the active chips escapes from the locked container and climbs onto Max's body without him knowing.

After hours of trying to find the queen, Gwen and Kevin fall asleep, and Ben also tells Elena to take a break. Elena says she'll do that when she gets her dad back, and Ben says he understands. Elena then thanks him for helping her, and he says he's doing it because he knows what it's like to be in a difficult situation that she didn't choose to be in. He says he didn't ask to be given the Omnitrix, but that it just happened and no one really knows what it's like.

After a while, Ben goes to check up on Max, but sees that his grandfather isn't around. As he looks confused, Max suddenly shows up out of nowhere and tries to attack him. Ben quickly defends himself, and Kevin also knocks Max out as the kids don't seem to understand what's wrong with Max. He wakes up and talks about how the Hive will take over the planet and destroy mankind.

The kids realize that he's now under the control of the queen. But before they can do anything, he escapes and leaves the building. Ben then tells the others that they need to find the queen's location because that's where Max and Victor will be. As they all wonder how they'll do this, Ben suddenly notices that there's a large concentration of the chips at the Shipet World distribution center in Missouri.

Since that's where they'll find the queen, the kids decide to go there, but Ben reminds the others that Kevin's car has been destroyed. Kevin then shows them the car he was going to give to Ben on his birthday. Ben looks amazed and insists on driving, and Kevin reluctantly agrees. When the kids reach Missouri, they notice that all the people at the distribution center are being controlled by the chips.

They also notice that each person is carrying a crate containing several chips, which are about to be sent to different countries. Surprisingly, they see Max at the entrance, but Ben says they can't let him see them because he's possessed like the others. When the kids enter the factory the whole time, you said you didn't know that guy. They see a group of zombies packaging the chips being produced by Victor.

Ben 10 Alien Swarm (2009) Ending Explained

The kids look shocked when they figure out that Victor was the strange man at the warehouse, and Kevin says he knew they couldn't trust Elena. Gwen also seems pissed, but Elena says they wouldn't have helped her if she told them the truth. Ben looks disappointed because it's obvious that Elena knew her father was behind the production of the chips, but she chose to stay silent. Elena then mentions that the person isn't her dad and he's just some freak.

Kevin seems pissed about this, but Ben says they all have to calm down. He adds that he thinks Victor is being controlled by the queen, just like Max and the others. Elena seems worried, and Ben says that Victor was likely conducting tests on himself. Ben also figures out that Victor is the hive because his body is producing the chips.

And Elena looks sad because this means that the queen is inside her dad. Gwen and Kevin believe they'll have to kill Victor to save the world, but Ben says there has to be another way. He says he can use the Omnitrix to replicate the chip's DNA and enter Victor's body to fight the queen. Gwen thinks it's too dangerous because if the queen defeats him, she'll be able to control the Omnitrix.

Elena says Gwen is right, but Ben insists that he has to try. As Gwen seems pissed about this, one of the zombies attacks Elena, but she quickly defends herself. Since the zombies are now coming for all of them, Ben transforms into a nanomechanical organism and flies into Victor's body. The queen seems impressed and suggests working with Ben to take over the world, but he says he's not interested.

Ben then fights the queen and destroys her before leaving Victor's body. Suddenly, Victor and all the possessed people are set free and Elena thanks Ben for saving her dad. When Max also sees Ben, he commends his grandson for doing what was right. As they all leave the warehouse, Max apologizes to Victor for not believing him years ago.

Victor says it's fine, and he also thanks Ben for saving his life. Just then, Max says he wants Ben to replace him as the leader of the plumbers. Ben looks shocked, but Max says it's time for him to retire. He adds that there's no better successor than Ben because he's the one who has the Omnitrix.

Gwen and Kevin support this. And as Ben accepts his new role, he says that his first order of business is to reject Max's resignation. They all laugh about this and Ben eventually drives everyone back to the headquarters. After Elena shows up in town to get the plumbers to help her save her dad, they refuse to do anything because they suspect that she's up to something.

Ben doesn't like this and he goes against his grandfather's orders to help his old friend. Things eventually get serious and Ben realizes that Elellena didn't fully disclose what really happened to her dad. Despite this, he still saves Victor and stops the Hive from taking over the world.