Ben Tennyson, now a teenager, works with his cousin Gwen and his friend Kevin to protect Earth from extraterrestrial dangers. When the group runs into black-market dealers trying to sell alien nanotechnology, Ben encounters Elena, a childhood friend who asks for help finding her missing father. Against his grandfather Max's warnings, Ben chooses to trust her. The strange nanochips turn out to be capable of taking over people and joining together into a growing swarm, forcing the team to search for its source before the infestation spreads across the planet.
The film is the second live-action movie based on the Ben 10 franchise, following Ben 10: Race Against Time. Alex Winter directed it, the third feature in a directing filmography that began with Freaked in 1993 and continued through Race Against Time in 2008, and which later included the documentaries Deep Web, Showbiz Kids and Zappa. Ryan Kelley, Galadriel Stineman, Nathan Keyes, Alyssa Diaz, Herbert Siguenza and Barry Corbin lead a credited cast of 41; Jim Krieg, Duncan Rouleau and John Turman wrote the screenplay, and Gideon Amir produced.
Made for television on a budget of 40 million dollars, the 69-minute film drew a moderate response from viewers. On IMDb it holds 4.6 out of 10 from over five thousand votes, while on TMDB it sits at 6.2 out of 10 from a much smaller sample of 400. The gap suggests a modest but warmer reception among that site's users than among IMDb's larger voting pool.
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