Ben 10: Alien Swarm

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Ben 10: Alien Swarm is a 2009 science fiction action television film directed by Alex Winter. It is based on the Cartoon Network animated series Ben 10: Alien Force and a sequel to 2007's Ben 10: Race Against Time.


Note: This movie is set between the two-part Season 2 finale "War of the Worlds" and the two-part Season 3 premiere, "Vengeance of Vilgax".
Note: Gwen does not use any of her incredibly powerful magical abilities here.

Kevin Levin: Is it a weapon? Does it fire? Can it blow stuff up? See, this is important information for a perspective buy.

Fitz: You're working with him?
Ben Tennyson: [Referring to Gwen] Actually I'm working with her. Kevin doesn't really work. He just stands around flexing his muscles.
Kevin Levin: Yeah? How about I flex them in your face?

Kevin Levin: Oh, right, of course. We're cops from outer space. Or maybe, we're fireman from Atlantis.

Gwen Tennyson: Kevin, this Elena Valadus. She's a plumber's kid like us.
Elena Validus: Not like you, Gwen. None of my ancestors were aliens. I don't have any cool powers to rely on.

Kevin Levin: Who is that guy, Elena?
Elena Validus: I don't know.
Big Chill: Well, let's find out.
[Big Chill gets rolled around and he blows ice at Victor Validus]
[Victor Validus jumps over the ice and shoots some microchips]

(Kevin is drinking soda, it spills down his chin and onto a slice of pizza)
Ben Tennyson: (to Gwen) I don't know what you see in him.

Gwen Tennyson: Ben, did you ask Grandpa Max if we could use the Comm Center?
Ben Tennyson: Do you want to start solving this thing or look for a permission slip?

Kevin Levin: Come on, it's open.
Gwen Tennyson: It's open, huh?
Kevin Levin: It's open now.

Ben Tennyson: She's one of us.
Gwen Tennyson: She was one of us. You have no idea who she is now. You can't trust her.
Ben Tennyson: Evidently, I can't trust anyone. I can't even trust Max.
Grandpa Max: [Max enters] Trust me to do what?
Gwen Tennyson: Hey Grandpa. We can't trust you to make soup without putting in baked moths or lizard gizzards in it.
Grandpa Max: Mmm. That sounds like a pretty good combo.

Kevin Levin: Whoever you are. You picked the wrong place to break into. You're gonna be one fried, roasted and baked [Elena stands up] babe?
Ben Tennyson: It's okay, Max. You probably don't recognize her, she's...
Grandpa Max: It's not okay. She's a Validus.

Grandpa Max: Ben stay away from her. The Validus family is blacklisted. There can be no interaction between them and the Plumbers.
Ben Tennyson: That's the way you see it. The way I see it. A friend is in trouble. And she's the best link we had to those chips and the freak who's controlling them. A whole lot more people could end up in trouble besides Elena and her father.

Grandpa Max: I order you stay away from her!
Ben Tennyson: Sorry Max. I'm not following that order.
Gwen Tennyson: Ben! You can't break plumber ranks! Max, don't let him do this.
Grandpa Max: It's not up to me. He's made his choice.
Ben Tennyson: Kev?
Kevin Levin: Somebody's gotta stay here and look after the old man.
Gwen Tennyson: Kevin! Stop him!
Ben Tennyson: Don't worry. I can take care of myself.

Elena Validus: They're Plumbers.
Man: So they're gonna pay me by fixing my toilet?

Gwen Tennyson: Can you trace the Hive's energy signature?
Kevin Levin: Your wish is my headache-inducing project.

Kevin Levin: I could figure out the password.
Gwen Tennyson: That would be a huge violation of trust.
Kevin Levin: And regulations. Well, I guess Ben is really on his own this time. I'm sure he'll be fine. I mean he's all grown up and everything.
Gwen Tennyson: [Long pause] Break the code.

(Kevin has just found the location of all the alien chips within a hundred-mile radius)
Gwen Tennyson: Kevin, you did it! (kisses him on the cheek)
Kevin Levin: The cheek? I find all the big bad alien chips, and all I get is a kiss on the cheek?

Gwen Tennyson: Are you thinking what I'm thinking?
Kevin Levin: That we're going against orders and are no better than Ben.
Gwen Tennyson: You had to mention it.

Ben Tennyson: I'm doing it because I know what it's like. To be on your own in a tough situation you never chose to be in. I didn't ask to be stuck with this. It just happened. And no one who isn't me knows how that feels.
Elena Valdius: I think I do.

Elena Validus: What was that?
Ben Tennyson: The most obnoxious muscle car in the world. We're taking a detour.

Kevin Levin: [as Humungousaur's picking up Kevin's car] Oh no. Don't do what I think you're gonna do.

Kevin Levin: (to Gwen) Don't be jealous. You've got some good qualities, too. (kisses her)

Kevin Levin: I don't know who's behind all this, BUT THEY'RE GONNA FIX MY CAR!

Ben Tennyson: [as Ben's being choked by Max] We have to restrain him but be careful not to [Kevin absorbs some material and knocks Max out] hurt him.
Kevin Levin: [Everyone looks at Kevin] What? He's restrained.

Elena Validus: [after Max has disappeared] Now what?
Kevin Levin: Like it or not, he usually tells us what to do. We need him.
Ben Tennyson: No we don't. He needs us. We have to find the queen and stop her. Helping Max is going to be the least of our problems. Wherever the alien queen is, that's where we find your father and Max. We stop her. We stop the spread of the chips.

Gwen Tennyson: Ben, didn't Elena just lead you into a nest of techno-organic zombies?
Ben Tennyson: She's coming. One: she's in too much danger on her own now. Two: I trust her.

Ben Tennyson: I don't know what to say. I-I can't wait to test her out.
Kevin Levin: Oh, you're not driving. I said I was going to give you the car. That was before you bailed on the team. I'm keeping her.
Ben Tennyson: Oh, I'm driving.
Kevin Levin: How do you figure?
Ben Tennyson: Humungousaur would be happy to throw the car to Missouri.

Gwen Tennyson: Come on. They're taking over the world by 24 hour shipping?

Infected Ship-It Worker: The Queen's orders supersede all authority.
Kevin Levin: Tell your Queen she can supersede this! (punches him)

(Kevin has just explained the purpose of a queen in a hive, much to the surprise of everyone else; Ben looks at Gwen in confusion)
Gwen Tennyson: The science channel.
(Kevin looks pleased)

Infected Woman: We must take you to meet the Queen.
Ben Tennyson: We'd really love to, but all that bowing and curtsying? Forget about it!

Gwen Tennyson: I'm sorry Elena, but Kevin may be right. If it's a choice between one man and the entire human race.
Elena Valdius: You said you'd save him! It's not his fault. He's being controlled by the queen.
Kevin Levin: [Putting his hands on Ben's shoulders] Dude. I know this is hard, but unless you take out this guy, the whole world falls. You know what Max would do.
Ben Tennyson: I don't know what Max would do. But I know what I wouldn't do. I don't destroy victims. I save them!

Gwen Tennyson: I think the Omnitrix can turn you into one of these things, but I'm not so sure it can keep you in control once it does. You may become a permanent slave to the hive.
Kevin Levin: A turbo charged killer weapon slave.
Elena Validus: Ben no! I don't want to lose you too.
Ben Tennyson: We're out of options. I have to put my faith in the Omnitrix.

Ben Tennyson: What? I'm small?!
[Suddenly, Ben transforms into Nanomech]
Kevin Levin: What is that?
Gwen Tennyson: He's turned into some kind of nanomechanical organism.
Nanomech: Nanomech. I like it.

[Nanomech is flying towards Validus]
Nanomech: Time to get small. *Shrinks to one inch tall* Even smaller.
[Nanomech shrinks to microscopic size and flies into Validus's nose]
Nanomech: Ugh, this is gross.
The Queen: Listen to my voice. You must obey.
Nanomech: Argh! Aargh!
The Queen: You're one of us now, Ben Tennyson.

[Gwen punches someone and holds her hand]
Gwen Tennyson: Ow!

The Queen: You're different from these other drones. Stronger! Together, we can rule everything!
Nanomech: Sorry! I'm just not ready for a serious commitment.
The Queen: Then, you'll DIE! With the humans!

The Queen: You were a fool to transform into a drone. I can easily defeat a puny drone!
Nanomech: Well, I'm not just ANY drone! I'm half drone, half HUMAN! Drones can adapt... and humans never give up! (Electrocutes the Queen to death)

Elena Validus: Dad!!!
Victer Validus: Elena ???
[Nanomech is rolling on the floor]

Ben Tennyson: What am I, chopped liver? I just saved the world again.
Kevin Levin Don't look at me. I'm not giving you a hug. (Is hugging Gwen)
Elena Validus: I'll hug you.
(they hug)
Ben Tennyson I wouldn't hug me so tight if I were you. I flew through a lot of snot.
(Elena laughs, Gwen and Kevin make faces)

Grandpa Max: [Angrily] You've got a lot of gall. Disobeying orders. Defying my authority!
Ben Tennyson: Grandpa. I - I...
Grandpa Max: You know what that kind of behavior gets you? [Max hugs Ben]

Ben Tennyson: You should be thanking your daughter. If it wasn't for Elena, I'd be at a school football game right now.
Elena Validus: He's just being modest.
Kevin Levin: Ben modest? Impossible.

Elena Validus: We make a great team.
Gwen Tennyson: We're more than that. We're Plumbers. [Referring to Max] And the Plumbers have a pretty great leader.
Grandpa Max: Indeed they do. Ben, what would you say if I asked you to step in?
Ben Tennyson: What?
Grandpa Max: Well, I'm not getting any younger. And believe me, I've been waiting for this moment long enough.

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