SPOILER WARNING: The following article contains spoilers about "Ben 10: Alien Swarm," debuting on Cartoon Network tonight, November 25, at 7:00 pm.

"Ben 10: Alien Swarm" is the second live action TV movie based on the Cartoon Network series created by Man of Action (Duncan Rouleau, Joe Casey, Joe Kelly, and Steven T. Seagle). The film premiered at the Warner Bros. lot last week, and CBR News was there to check out the scene and watch the film.

Stars Ryan Kelly, Galadriel Stineman, and Nathan Keyes arrived in the signature Ben 10 green Dodge Challenger which appears in the film. Taking place some five years after the first film, "Race Against Time," the actors are new to the series. "The entire cast and crew was amazing ... working on all the stunts and working as superheroes is pretty cool," said Kelly. Since they were playing superheroes, the actors mentioned superpowers they would like to have. Stineman said "teleportation ... save a lot in airfare." Keyes wants telepathy. Kelly said, "I want the classic, I want to be able to fly."

Actor Mario Lopez, and creators Steven T. Seagle and Joe Casey were also seen walking down the premiere's special green carpet.

Herbert Siguenza, who plays Validus in the film, was surprised by the bleachers filled with screaming kids at the premiere. "This is new to me, y'know. I do theatre, and it's all adults." The film marks Siguenza's first step into children's entertainment, and he was surprised by the material. "I thought it was really dark. It's not corny like I thought it might've been. It goes a little dark; a little more profound. I was really happy to see that."

The film itself concerns Ben, his cousin Gwen, and reformed bad boy Kevin uncovering a strange living technology that attaches itself to a human host and takes control of it. Meanwhile, a girl from Ben's past appear, asking for help. While the rest of the team distrusts her because her father was disgraced for stealing alien technology a few years earlier, Ben is willing to help her out.

The movie opens with a shot of the green Challenger as Ben, Gwen, and Kevin rush to meet up with a black market alien tech dealer, the three find the meeting was set up by Elena Validus, the daughter of a former member of their organization, the Plumbers. Her father has gone missing, and the only way she could get Ben's attention was setting up this meeting.

Upon returning to their base, Ben's grandfather warns the kids not to have any dealings with Elena. They also find any reference to the alien technology in their files is password protected. Cracking the code, they discover that the technology Elena used to lure them out is the same material her father stole from the Plumbers three years earlier.

Ben and Elena make their way to Validus' lab, while Gwen and Kevin discover that the technology seems to be located at a local shipping company. At the lab, Ben and Elena are attacked by some of the techno-zombies already under control of their Queen. While on their way to the shipping company, all the kids find techno-zombies waiting to stop them.

After Grandpa Max is infected by one of the living chips, Ben must lead the team to one of the company's larger regional distribution centers to stop the swarm from taking control of the Earth.

The film is entertaining, with none of the usual crutches one finds in modern children's movies. There is not a single topical reference to be seen, and the few one-liners in the film arise from the situation and don't feel forced. After a car-crash, for example, Gwen holds her side and says, "It hurts when I laugh ... which shouldn't be a problem for me." In fact, the film is refreshingly serious and dedicated to its premise. The swarm lends an appropriate sense of doom to the film, and the techno-zombies are fairly chilling for a film aimed at kids.

Lending to the credibility is the principle cast. The four young actors (Kelly, Stineman, Keyes and Alyssa Diaz as Elena) never wink to the audience or break the reality of the film. While Herbert Siguenza's Validus is a little on the hammy side, he never quite hits that over-the-top status. Special mention should go to Barry Corbin as Grandpa Max, as he brings that special Barry Corbin-ness to the part and his zombified persona is fairly creepy.

The film also features a practical car crash. While this might be a fairly minor point, more and more often movie car crashes are achieved in the computer, breaking a film's reality. In "Alien Swarm," Kevin's Challenger launches and flips in mid-air before plummeting back to the ground. It is a nice stunt and deserves mention. In fact, even the computer generated effects are well-realized and tend to blend well with the live-action footage. Unfortunately, this does not extend to any of Ben's alien forms in daylight. Of course, even most major action pictures have not jumped this hurtle, so it is a little unfair to ask it of a TV movie with a much smaller budget.

With the budget in mind, however, the film does have rather high production values. While it relies on classic sci-fi tv trope locations of factories, warehouses, and construction site, these settings never look shabby or last-minute. The camera generally finds good ways to shoot it's scene, and they are always lit quite well.

The film's major flaw is Elena's insistence that her father has been kidnapped. It is fairly clear early on that he is possessed by the living technology and their Queen, but the team -- Elena included -- does not become aware of this until the last fifteen minutes of the film. It does not appear as though Validus' possession is supposed to be a secret from child viewers, so Elena's pleading of ignorance just strikes an odd chord. Related to that is the late appearance of the Swarm Queen herself. A direct, if minor, confrontation with her earlier on would have given Ben's final showdown with her a little more impact.

That said, "Ben 10: Alien Swarm" is surprisingly serious material and the sort of action/sci-fi TV a kid will just love. It moves at a brisk pace and has some fun action sequences. Most importantly, it is not the cloying sort of children's programming one comes to -- sometimes unfairly -- expect from live action material aimed at younger audiences.

"Ben 10: Alien Swarm" premieres on Cartoon Network tonight, November 25, at 7:00 pm.