Live-action feature based on the children's animated TV series 'Ben 10: Alien Force' and sequel to 'Ben 10: Race Against Time' (2007). When attempting to apprehend alien nanotechnology dealers, Ben (Ryan Kelley), Gwen (Galadriel Stineman) and Kevin (Nathan Keyes) discover Ben's childhood friend, Elena (Alyssa Diaz), is one of the dealers who lured Ben there to get his help finding her father, Victor Validus (Herbert Siguenza). Kevin and Gwen both have misgivings about Elena's intentions, especially when the nanotechnology comes to life and attacks, but Ben, who is more trusting, decides to help Elena. Validus, an ex-apprentice of Grandpa Max (Barry Corbin), is aware that the creators of the nanotechnology, 'The Hive', intend to take over the world. When Kevin and Gwen discover this, they go to assist Ben. However, millions of nanotechnology chips have spread around the planet and the team must take out 'The Hive' Queen (voice of Vicki Lewis) in order to destroy the chips.