Ben 10: Alien Swarm is a 2009 Canadian-American science fiction action television film directed by Alex Winter. It is based on the Cartoon Network animated series Ben 10: Alien Force and the second live-action movie after 2007's Ben 10: Race Against Time. The film stars Ryan Kelley, Galadriel Stineman, Nathan Keyes, Alyssa Diaz, Herbert Siguenza, and Barry Corbin. The film premiered on Cartoon Network on November 25, 2009, where it was watched by 4.02 million viewers. The events of the film take place between the second and third seasons of Ben 10: Alien Force.