Revenge of the Swarm

Revenge of the Swarm is the sixth episode of the third season of Ben 10: Ultimate Alien, and the twenty-sixth episode overall.
==Synopsis==
When Julie is kidnapped, Ben blames Elena who swears she had nothing to do with it. But the Microchips in her lab point to the truth.
==Plot==
Ben is sleeping and looks like he is having a nightmare, but awakens and looks at his curtain, to see a strange shadow. When he pulls the curtains apart, nothing is there, and he goes back to sleep. When he awakes again, he finds Victor Valadis standing before him. Victor says that he has come because of what Ben wanted to do to his daughter, Elena. When Victor attacks with tentacles, Ben transforms into Humungousaur, only to find that he is very small. Victor picks up Humungousaur, who says that he didn't want to harm Elena. This only makes Victor angrier and the whole scene transforms into a swirl, with Humungousaur being thrown into nothingness, but Ben wakes and realizes that it was just a dream.
After returning from the bathroom, Ben opens the curtains and sees Valadis again, this time for real and transforms into Cannonbolt to fight. When Valadis overpowers him, Cannonbolt transforms into Goop to escape his clutches, but Valadis transforms into a swarm of Microchips and escapes into the sewer. After Goop transforms back into normal, Ben picks up one of the Microchips that was left behind. 
Ben explains the dream and Valadis' attack to Gwen and Kevin, where they don't believe him, until he shows them the Microchip sample he obtained, and they decide to go to Valadis' old laboratory to investigate. When they enter (with Ben transforming into Terraspin), they only find a janitor, who had worked with Valadis on a few experiments before he recently died. Kevin questions the janitor, finding it strange and coincidental that Valadis would suddenly die for almost no reason. The janitor just says "Anyone can die. Anytime". 
The group decides to go to Elena for help and go to the Plumbers' Academy to find her, but it is revealed that she left after her father's death and took up his research. They meet Elena at her lab where she has been working on the Microchips and learn that she applied a force-field to prevent her Microchip samples from escaping and that the Microchip Ben has is not hers. They thank her for her help and leave. While at Burger Shack, Gwen and Kevin discuss the familiar relationship between Ben and Elena, but then they are attacked by Victor.
Ben is at his house, doing homework, when he finds Julie at his door. Ben arranges a date for the next day and Julie accepts and he goes to meet Gwen and Kevin. However, they are fighting Valadis and Ben transforms into Water Hazard and attacks him, but Valadis quickly leaves, changing into Microchips again. The trio are concerned by his status of either being alive or dead, and they visit his grave to see if he truly is dead. Gwen uses her powers and confirms Valadis' body is buried there, meaning that the Valadis that attacked Gwen and Kevin was really a clone. 
Elena encounters them at the cemetery and states that she decided her relationship with her friends was more important than Microchip research. While discussing matters at Mr. Smoothy, Gwen and Kevin realize that they are targets for the Microchips while Ben isn't, thinking that Elena is behind the attacks, but go back to her father's old lab and find the janitor again, thinking him to be a part of the catastrophe. However, the janitor gives only more clues to Elena's seeming involvement in the Microchip attack (she refers to herself as "we" and "us" much like the possessed Victor). When Julie shows up at Burger Shack for her date with Ben, she is attacked by a swarm of Microchips.
Ben arrives at Burger Shack only to find Julie missing and another Microchip left behind. He goes back to Elena's lab and accuses her of being involved in Julie's kidnapping, but Elena protests that she had nothing to do with it and admitted that the Microchips Ben showed to her were actually hers. Elena really did kidnap Julie because she has her bound and gagged in a storage closet. 
As Ben calms down, he hears Julie's cries for help, while Elena tries to dismiss him and reveals herself as the true queen of the Microchips, her body now partially made of the chips, meaning that the queen inside Victor during Alien Swarm was a decoy. Ben urges Elena to fight the chips influence, but Elena says that "they are her" and "she is them". She also says that she can now give Ben anything he wishes (such as a copy of his car), and more. This implies that Elena's feelings for Ben have become an obsession and that she wants him for herself, explaining why she captured Julie and why her Victor clones attacked Kevin and Gwen; they were the only ones between her and Ben. Ben goes to free Julie, but Elena blocks his path with another copy of Victor, forcing him to transform into Armodrillo. 
Gwen and Kevin arrive, and Elena produces three more copies of Victor to fight them. Armodrillo frees Julie before fighting the Victor clones. When Armodrillo says that he must stop her, Elena covers him with Microchips, making it hard for him to breathe and Julie tries to convince Elena that she would not really want this. Elena is swayed by Julie's argument and walks into the force-field, which destroys her Microchip-created self, along with the Victor clones and Armodrillo is released from the Microchips' grasp. 
Julie comforts Ben, saying the Microchips killed Elena a long time ago. Ben, feeling remorseful, felt that there was enough of his friend left in the queen to sacrifice herself to save them, then he could have saved Elena's life. As they all leave for home, the Microchips are revealed to still have some life in them.
==Noteworthy Events==
===Major Events===
*Elena returns and reveals that she is the real Microship Queen.
*It is revealed that the Queen in Ben 10: Alien Swarm was a decoy.
====Character Debuts====
*Valadis Laboratories Janitor
*Galvan Teacher
*Victor Valadis (Ultimate Alien debut)
*Microchips (Ultimate Alien debut)
*Elena Valadis (Ultimate Alien debut)
===Minor Events===
*Victor Valadis is revealed to have died during an experiment with the Microchips.
*It is revealed that Kevin used to date other girls before Gwen.
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Kevin Levin
===Supporting Characters===
*Valadis Laboratories Janitor (first appearance)
*Julie Yamamoto
===Antagonists===
*Victor Valadis (first reappearance; clones)
*Microchips (first reappearance)
*Elena Valadis (first reappearance)
===Other Characters===
*Plumbers
**Galvan Teacher (first appearance)
**Drax
*Teej (cameo)
==Aliens Used==
*Humungousaur (dream)
*Cannonbolt
*Goop
*Terraspin
*Water Hazard
*Armodrillo
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*Ben's defeat of the Decoy Queen, which occurred in Alien Swarm, is mentioned.
==Allusions==
*When Gwen says "Tell me it didn't involve a cartoon dog", she is referring to Scooby-Doo from the franchise of the same name.
*The title of this episode is a reference to the title of Star Wars film Revenge of the Sith.
==Errors==
*In one shot, Terraspin's body is miscolored.
*When Ben says "Incredible, simply incredible", the underneath of the Ultimatrix cannot be seen.
*When Ben shows the Microchip to Elena, it looks bigger than usual.
*When Ben sits on the couch at home, the Ultimatrix dial is facing the wrong way.
*When Kevin and Gwen are talking in Burger Shack first, there is nothing on the table other than a burger and a drink, but in the next shot, there is a cup there too.
*Water Hazard and Armodrillo's holograms face away from Ben.
*The second time Water Hazard attacks the Victor Valadis clone, his Ultimatrix symbol is fully green.
*When Armodrillo breaks open the doors to release Julie, he disappears for a second. Also, the doors aren't attached to the walls before he does this.
*When Julie is tied up in the closet, her hands are tied behind her back, but when Armodrillo rescues her, her hands are tied in front of her.
*In the scene after Armodrillo finds Julie in the closet, she is untied and ungagged, but it is impossible for him to have had enough time to free her, as he was fighting the Microchips.
*When Armodrillo gets hit by Elena's blast of Microchips, he is missing his tail.
*When Elena and Julie are talking and Elena sacrifices herself, Gwen and Kevin cannot be seen fighting the Victor Valadis clones behind them.
RotS (96).png|Terraspin error
RotS (146).png|Missing Ultimatrix
RotS (196).png|Ultimatrix dial error
Coffekevingwen.PNG|Cup error
RotS (222).png|Hologram error
RotS (232).png|Ultimatrix symbol color error
RotS (303).png|Bigger Microchip
RotS (337).png|Cuffed behind her back
RotS (375).png|Hologram error
RotS (382).png|Cuffed on the front
RotS (397).png|Julie untied
RotS (411).png|Missing tail
RotS (429).png|Kevin, Gwen and the Victor clones are missing
==Trivia==
*The episode's title is listed as Revenge Of The Swarm on Amazon Prime Video.
*As of this episode, the spelling and pronunciation of Elena and Victor's surname have been changed from "Validus" to "Valadis".
*This episode was first hinted at by Dwayne McDuffie on January 2, 2011, when asked if Alien Swarm is canon to Ultimate Alien.
*In the final numbered draft of the script dated April 25, 2010:
**The original title of the episode was Revenge of the Storm
==Notes==
==References==
===Scripts===
===Crew Statements===
====T.J. Collins====
====Dwayne McDuffie====
===Cartoon Network===
es:La venganza de los Microchips
it:La vendetta dello sciame
pl:Zemsta roju
pt-br:A Vingança do Enxame
ro:Răzbunarea roiului
Category:Episodes
Category:Ben 10: Ultimate Alien Episodes
Category:Episodes Directed by Butch Lukic
Category:Ben 10: Ultimate Alien Season 3 Episodes