Ben 10: Alien Swarm is a 2009 American superhero film directed by Alex Winter and written by John Turman and James Krieg. Based on the Cartoon Network animated series Ben 10: Alien Force (2008–2010) and the second live-action film in the Ben 10 franchise following Ben 10: Race Against Time (2007), it stars Ryan Kelley, Galadriel Stineman, Nathan Keyes, Alyssa Diaz, Herbert Siguenza, and Barry Corbin. The film takes place during the events of Alien Force, later receiving follow-up episodes in the sequel series Ben 10: Ultimate Alien (2010–2012).