Ben 10 Alien Swarm

Ben, Gwen and Kevin negotiate with black market dealers trying to sell alien nanochips that interfere with the Omnitrix. Elena Validus reveals she is their childhood friend and explains she needs Ben's help to locate her abducted scientist father. Elena lures Ben to seek his help, and he agrees to assist her.

During the negotiation, the chips spring to life and attack, controlled by a man on a catwalk. The group fights the chip swarms, while the dealers and the mysterious man escape.

At their headquarters, the team studies a salvaged chip and confirms it is a hybrid of organic and technological components. Elena explains that her father, Victor Validus, was involved and had disappeared, and Ben decides to help her, breaking ranks with Grandpa Max.

Gwen and Kevin discover a video of Max interrogating Victor, in which Victor insists that The Hive, the mind behind the chips, is coming to take over the planet. The revelation deepens suspicions about Elena and the chips.

Ben and Elena reach Victor's old laboratory, which has been cleared by The Hive. They find evidence that Victor was studying and upgrading the chips, and Elena explains her father's erratic behavior and disappearance, suggesting the man from the rafters is controlling the chips.

A mob under chip control ambushes Ben and Elena, forcing them to retreat. The Omnitrix experiences interference, but Ben uses a scanning function to repel the mob and escape.

Ben and Elena head to the Ship-It building to investigate further, but Ben senses the mob expected them to go to the lab, indicating a trap. This realization makes them proceed cautiously.

Ben finds an order slip dated the same day Elena claimed Victor had been missing. At Ship-It, a chip-controlled employee summons a larger chip swarm to attack Gwen and Kevin, leading to a lengthy chase that damages Kevin's car. Ben uses Humongousaur to defeat the swarm and destroys the car.

Back at headquarters, the chips have spread across the globe and infected millions. The team realizes the scale of the threat requires a new plan.

Gwen realizes the swarm's adaptiveness and intelligence growth. The group deduces that there is a queen controlling the infected.

Max is possessed by the chips. They discover the hive is mass-producing chips in a factory in Barren Rock, Missouri, using Victor's body as a host.

The group infiltrates the factory filled with infected. Ben transforms into Nanomech, a hybrid of his DNA and the chips, to resist possession.

Nanomech flies into Victor's head and battles the Queen, while Gwen, Kevin and Elena fight the infected around them. As the dormant chips activate, the hive fights back.

Nanomech overwhelms and destroys the Queen, freeing the hosts from the chips. Ben apologizes to Victor; Max decides to retire and pass leadership to Ben.

Ben declines the leadership offer and refuses to take over. Gwen, Kevin and Elena drive home with Victor safe and the threat contained.