"Ben 10:" "Alien Swarm (2009) [ car approaches ] [ tires squeal ]" "§ [ rock music plays ] §" "[ engine revs ]" "What have you got for me, Fitz?" "I knew you'd be the guy to call on this, Kev." "This is big, and I figured you'd have the connections to..." "Show me." "[ dials phone ] [ engines rev ]" "I'm just the middle man." "[ tires squeal ]" "Are you the buyer?" "It depends." "What are you selling?" "Alien technology... the good stuff." "Watch the paint." "What is it?" "You don't know?" "You don't know, do you?" "is it a weapon?" "Does it fire?" "Can it blow stuff up?" "See, this is important information for a prospective buyer." "It's alien technology, man." "It's gotta be worth some money." "Are you interested or not?" "Just chill." "Let me talk to my partners." "Partners?" "You didn't say anything about partners." "Neither did you." "[ laughs nervously ]" "You're working with him?" "Actually, I'm working with her." "Kevin doesn't really work, he just stands around flexing his muscles." "Yeah, how about I flex 'em in your face?" "Who are these jokers, man?" "I can't tell you." "I'm just the middle man." "We're just some regular old folks who are beginning to think this is a big, fat waste of our time." "What do we got?" "I've never seen anything like 'em, Ben." "They're complex." "Must be grade 9 tech at least." "[ whirring ]" "Whatever they are, they're screwing up the Omnitrix." "What's with you guys?" "I've never met buyers like you before." "You never met anyone like them before because they're not just black market lowlifes like you." "They're Plumbers." "You mean they're gonna pay for this stuff by fixing my toilet?" "The Plumbers are a secret interplanetary security force, saving the world so we don't have to." "Oh, right, of course." "We're cops from outer space." "Or maybe, we're firemen from Atlantis." "How did you learn about these Plumbers you think we are?" "Everything I know about the Plumbers, I learned the same way you did..." "Ben." "Elena?" "No." "Way." "Oh, you still remember me." "I'm honored." "kevin:" "Hello?" "Can anyone toss me a clue as to what's going on here?" "Kevin, this is Elena Validus." "She's a Plumbers' Kid, like us." "Not like you, Gwen." "None of my ancestors were aliens." "I don't have any cool powers to rely on." "We hung out for a while back in the day." "Then Elena's dad quit." "And you moved away and we haven't heard from you since." "is that what they told you?" "That my dad quit?" "Considering that you have more power than all the Plumbers combined, you sure don't know much." "Then why don't you tell me?" "What's going on?" "What are you doing here with these chips?" "I'm here to find you." "The Plumbers don't exactly advertise." "I need your help, Ben." "It's my father." "He's been abducted." "Call the cops." "They can't help." "His disappearance is connected with these alien chips." "We'll help you find him, Elena." "You're a Plumbers' Kid, and a friend." "Am I, Ben?" "Really?" "Because life's been pretty hard for the last three years, and I don't recall you ever looking us up." "[ chips crackling ]" "What is that?" "Elena?" " l don't know." " lt's a double-cross." "A trap, Ben." "No!" "I swear it!" "I just wanted your help!" "Don't wanna impose on your little dysfunctions, so... [ crackling and whistling ]" "[ all grunting ]" "MAN:" "Bring them back to us." "Kevin, I think you were right about these not being ordinary computer chips." "Stay down!" "[ chips buzzing and squeaking ]" "Gwen!" "GWEN:" "Ben!" "I don't mean to backseat drive, but it might be a good time for the Omnitrix." "Not!" "I think it's having a meltdown or something." "Don't sweat it, dude." "If you can't handle it... I know someone who can." "What's going on?" "They're all, like, freaks or something!" "Let's get outta here, man!" "[ tires squeal ]" "They're not just chips." "It's some kind of alien nano-technology." "The attack is too organized." "There must be intelligence behind it." "I don't know if he's intelligent, but I think we found the puppeteer." "That's not good." "Ready or not!" "Come on, Spider Monkey." "Big Chill?" "That'll work." "[ grunts ]" "Hold on, Gwen!" "Are you all right?" "Yeah." "Thanks." "Who is that guy, Elena?" "I don't know." "Then let's find out." "No!" "Gwen!" "Gwen, are you okay?" "Yeah, I'm fine." "Who is that guy?" "I think you mean, who was he?" "Elena?" "If you're looking for your girlfriend, I think your personal charm was too much for her." "Kevin was right.." "she set us up." "Did she?" "I'm not so sure." "§ [ hip hop music plays ] §" "BEN:" "This whole thing is wrong from top to bottom." "Yeah, starting with that crazy biker babe girlfriend of yours." "Elena's not my girlfriend, Kevin." "We were, like, 13." "Her story doesn't add up, Ben." "Why sell alien tech on the black market just to find the Plumbers when her father used to be one?" "She said that something happened to her dad back when they lived here, and we weren't told the truth about it." "If that's the case," "Grandpa Max has some serious explaining to do." "MAN:" "I'm sorry, that old girl's gonna need new pistons." "There's no getting around it." " Hey, Ed." " Hey, guys." "Gotta grab something out of the back." "Hey, Ben, you going to the game tomorrow?" "Uh... I hope so, Molly." "Just got hit with some serious, uh, homework." "kevin:" "You know Benji, all work and no play." "ED:" "Seriously, look, that's the best I can do for you." "I don't make the price, I just fix the cars." "I don't recognize it, and I really don't like it." "Me neither." "Sooner we get that under the scanner, the sooner we can hunt down that creep and his army of flying chips." "You mean the chips your gal pal illegally had in her possession?" "All right, Kev." "I think he gets it." "I don't get what you see in him." "System's up." "COMPUTER:" "Good afternoon, Ben." "Now activating all partitions." "Ben, did you ask Grandpa Max if we could use the Comm Center?" "You wanna start solving this thing, or you wanna go looking for a permission slip?" "COMPUTER:" "Engaging comprehensive interior and exterior scan." "Biological and inorganic matter detected." "Molecular density is inert." "Austenitic, ferritic, and martensitic phase microstructure." "Both organic and inorganic materials." "Gwen, you are a credit to the science club." "I've never seen anything like this." "I mean, it's tech, but it's also a carbon-silken based life form." "So they're alive." "Man, I'm liking these less and less." "Well, they were alive, kind of." "Now they're in alien chip heaven." "Let me see if I can trace where they came from." "[ whizzing ]" "They're completely inert." "I can't pick up any energy signature." "What now?" "Well, maybe I can jumpstart an energy pulse, but it will take forever, and it'll be a total pain in the..." "All right, I'll get right on it." "Or, we could just find Elena, and ask her where they came from." "What makes you think that she would tell you the truth?" "She could have set us up." "She's one of us." "She was one of us." "You have no idea who she is now." "You can't trust her." "Evidently I can't trust anyone." "I can't even trust Max." "Trust me to do what?" "Hey, Grandpa." "We can't trust you to make soup without putting baked hummus, or lizard gizzards in it." "Hmm." "That sounds like a pretty good combo." "What are you guys doing down here in the hole on off hours?" "Uh, we had a little situation." "COMPUTER:" "Commencing scan." "Hey, what's that?" "Looks familiar." "I've seen that somewhere before." "You have?" "Where?" "Max, there's something you need to explain..." "Unidentified intrusion at entryway three." "Sounds like we've got an uninvited guest." "Kev, punch up a tracker on the complex." "No need." "I've got 'em." "They're in Max's office!" "They better not touch my model train set!" "I just painted the caboose!" "Over here, guys." "Whoever you are, you picked the wrong place to break into." "You're gonna be one fried, roasted and baked... babe?" "It's okay, Max." "You probably don't recognize her, she's... lt's not okay." "It's a Validus." "How'd you get in here?" "It's time to get Big Ed some glasses." "Been a long time, Mr. Tennyson." "You shouldn't have come here, Elena." "Max, Elena was the one who set up the sale of those weird chips." "Of course." "I knew I'd seen those before." "It's time for you to go!" "Mr. Tennyson, I had to do that." "I need help, and it was the only way I could think of to get it." "You know the rules!" "It's my father!" "He's been kidnapped by whoever, or whatever made those chips." "I knew that only The Plumbers could help." "Get her outta here!" "You're not serious." "She needs help." "That's an order!" "You heard the man." "I don't know what's going on, but he means it." "Come on, Elena." "Then I'll tell you what's going on, Gwen." "Your sweet old grandpa turned his back on us three years ago..." "Threw us out on the street when we needed his help, lied to you to cover his tracks." "Now my father is in serious trouble, and Max still won't help us." "is that true?" "Can't we just talk to her?" "No, Ben." "Anything she said would be a lie." "Kevin." "Thanks for the help." "You guys are real heroes." "And, Ben, thanks for being a real friend." "What's wrong with you?" "There's nothing wrong with me, but there's a lot wrong with her." "She's Victor Validus' daughter." "Okay, I'm sufficiently stumped." "What's going on here?" "COMPUTER:" "Dr. Victor Emilio Validus." "Plumber l.D..." "Victor Validus was the best Plumber I ever trained." "We stopped more than our share of invasions." "I trusted Vic with my life." "I wanted to trust the running of this place to him." "Until he betrayed me." "What?" "He was caught stealing alien technology from our vaults." "Tech that he swore he'd protect the earth from." "He was given a dishonorable discharge." "A traitor." "Traitor's daughter's left the building." "What did he steal?" "Same stuff Elena was dealing." "You still think she's the girl you know?" "She told us the truth about one thing, you lied to us." "I did that for your own good." "You were too young to understand." "I still don't understand." "You can't judge her by what her father did." "Ben, stay away from her." "The Validus family is blacklisted." "There can be no interaction between them and the Plumbers." "That's the way you see it." "The way I see it, a friend is in trouble." "And she's the best link we have to those chips and the freak who's controlling them." "A whole lot more people could end up in trouble besides Elena and her father." "That's why we are going to analyze those chips and take care of this crisis by the book!" "I am not gonna boot up this whole operation on the word of that one girl." "Ben." "That is my decision!" "Well, it's the wrong decision." "I order you to stay away from her." "Sorry, Max, I'm not following that order." "Ben!" "You can't break Plumber ranks!" "Max, don't let him do this." "It's not up to me." "He's made his choice." "Kev?" "Somebody's gotta stay here and look after the old man." "Kevin!" "Stop him!" "Don't worry." "I can handle myself." "What do you want?" "The same thing as you.." "I wanna help you find him." "What about your Gramps?" "Not too thrilled about it." "And you're helping me anyway?" "Nice bike." "It's Max's really." "Can't get any more angry with me than he already is." "I'm sorry." "That's my fault." "Nah, it's his." "Let's find your dad." "First stop.. wherever you got your hands on those chips." "Grandpa." "Am I interrupting something?" "Find your wayward cousin?" "He'll be back... alone, hopefully." "Yeah, so what's the 41 1 on those two?" "Elena was Ben's first crush." "She was the only girl on his soccer team in middle school, and Ben couldn't kick a ball in a straight line when she was around." "He was really bummed out after she moved away." "Great, so now it's puppy love." "Cousin Ben's growing up." "It had to happen some time." "Yeah, I'll believe that when I see it." "COMPUTER:" "Invalid codec." "Access to mainframe denied." "Kev, what are you doing in Max's office?" "I wanted to know what intel we already had on those chips." "If Validus took them from a vault, they should be in the system." "And?" "All the files are sealed." "Well, then you should just ask Max." "I tried that." "He wasn't open to discussion." "So you just came in here and opened up his personal files?" "What did they say?" "They're sort of locked." "I could figure out the password?" "That would be a huge violation of trust." "And regulations." "Well, I guess Ben is really on his own this time." "I'm sure he'll be fine." "I mean, he's all grown up now and everything." "Break the code." "COMPUTER:" "Now implementing search for variable internodes based on random numeric ciphers." "Don't worry." "Yes, yes, our tests are all complete." "Please, we must know." "is it time?" "Oh, yeah, pal, it's time." "Time for you to give us your money." "[ chuckling ]" "Hey, we're talking to you, loony toon." "Don't you know this is a bad part of town?" "You shouldn't be out here walking all alone." "Alone?" "We are not alone." "We are never alone." "Your wallet, fool!" "We offer you so much more than money." "We offer you a new life!" "Join us!" "Help us!" "Rule with us!" "[ evil laughter ] [ both grunting and groaning ] [ laughter continues ]" "My dad started acting really weird a couple months ago." "I followed him one night to this place." "Well, hanging out around here certainly classifies as weird." "[ sighs ]" "MAN:" "That's a good girl." "Bring him here to us." "He can't help you now." "What was he doing, racing cockroaches?" "He has a laboratory set up." "Whatever he was working on, he didn't want me involved." "Then he stopped coming home at all." "Come on." "To the final staging area." "Take care of our guests." "What was he doing here?" "He was studying the chips." "Boy, when your dad takes up a hobby, he doesn't mess around." "Someone's been here... taking things." "Or looking for things." "Elena, these notes, he wasn't studying the chips, he was upgrading, developing them." "Look at all this." "Your dad was crazy." "You're wrong." "He's a brilliant man, he just became possessed by his work." "Why?" "He said these things posed some kind of threat." "The Plumbers didn't believe him, so he took them." "Now they won't lift a finger to help him." "[ sighs ]" "And Max is kind of a stickler about the Plumber rulebook." "This is where l found those chips in storage canisters." "They were all over the place." "Looks like your dad had business with Ship-lt." "You think he could have sent the chips somewhere?" "Well, whoever has your dad wanted these chips." "The freak from the drop." "Do you know who that is?" "I have no idea." "I just want my father back, Ben." "We'll get him." "I promise." "Who are you?" "What do you want?" "We want to help you." "No thanks, we're good." "Just browsing." "Whoa, look at their eyes." "It's not just their eyes." "Look, the chips." "They're infected." "They're being controlled." "We want you to meet the queen." "And we would love to do that, but all the bowing and curtsying, I don't think so." "There's too many of 'em, like they were expecting us... like this is a trap." "No, I swear it!" "Looks like we could use some help." "From a static squiggly blob?" "Not good." "Fire escape!" "Run!" "Ben!" "[ grunts ]" "Whoa!" "ELENA:" "No!" "What do we do?" "Okay, I think I got it." "So if these chips are actually alive, like some form of techno-organic interface, then the watch must be in overdrive to scan 'em." "Can we have this pop quiz another time?" "Maybe I can redirect the scan back at the chips, if I can just boost the power." "I got it!" "[ grunts ]" "Hey, not bad." "Not great, either." "Come on, let's go!" "Elena, get on!" "Thanks." "You're pretty good on this thing." "And you can hold your own in a fight." "So what do we do now?" "Visit the shipment center and find out what your dad was up to." "Maybe even find your dad." "Whatever he sent is long gone now." "You sure about that?" "This was dated today." "I thought you said he's been missing for weeks." "He has." "You believe me, don't you?" "I believe... we'll find something at the Ship-lt." "Who were you gonna sell the chips to, Victor?" "I keep telling you... I had to take them." "It was for research." "Those chips, they're a threat." "They're planning something." "MAX:" "That is a lie!" "They're dead!" "The lab boys said they're nothing but alien tech, no threat at all." "Who's your buyer?" "The hive, they want us!" "They're coming for us, Max!" "They're coming for us all!" "I'm telling you the truth, Max!" "You're gonna have to do better than that, Victor." "I know you." "Gramps has a great bedside manner there, Gwen." "Validus was like, his prized pupil." "I think Max really felt his betrayal." "I wonder if..." "You think Max's getting stabbed in the back is keeping him from seeing straight?" "That would make..." "Ben right." "And that's a scary thought." "And not just because I hate it when he's right." "So, what if this loony isn't so loony?" "What if the chips weren't dead?" "Like, some kind of species of insects that can remain dormant for decades." "I learned that from watching The Science Channel." "Your depth of knowledge astounds." "COMPUTER:" "Now commencing thermal and spatial analysis of all targets." "Have any luck getting a trace on their energy signature?" "Your wish was my... headache inducing project." "COMPUTER:" "Targets identified." "Absolute locations displayed in a radial curve, commencing at 38 degrees latitude..." "The chips are showing up in a 100-mile radius." "96 degrees longitude." "Kevin!" "You did it!" "The cheek?" "I find all the big bad alien chips, and all I get is a kiss on the cheek?" "Greatest concentration of chips... is clustered here." "It's the Ship-lt distribution center." "It's only about an hour from here." "Are you thinking what I'm thinking?" "That we're going against orders and are no better than Ben." "You had to mention it." "COMPUTER:" "Destination at absolute distance of 49.87 miles." "Come on, it's open." "It's open, huh?" "It's open now." "Remind me why we drove all the way out here again." "They were here, Kev." "We're too late." "Yeah." "That's what I get, too." "And there's, like, nothing here anymore." "There's something." "Let's check it out." "London, Paris, Shanghai." "These orders originated from this location, and are headed all over the world." "Literally." "Air, sea, by every means, they have." "Must be thousands of crate orders." "Maybe 100,000." "Kevin, what do you think it means?" "It means we're at least one step behind something disturbingly huge." "MAN:" "May I help you?" "Um, hi, we just had a few questions." "Ship-lt is closed right now." "Please return during regular business hours." "And what are you doing here in the dark?" "We are workers." "We live to obey." "Well, you must be employee of the month." "Look, Mister, we just need to take some of these documents for a little school project." "I'll bring 'em right back after we turn in our report." "Okay?" "No, you will remain." "You will join us." "I'm gonna have to insist." "Your desires are irrelevant." "The queen's will supersedes all." "Well, tell your queen to supersede this." "What's that weirdo doing?" "Don't know." "Praying to the great god of bubble wrap?" "Kevin!" "Okay, these chips are now officially an issue." "That's new." "They couldn't form solid shapes before." "Could the chips be learning?" "Come on, not the glass!" "That's custom!" "Let's get out of here!" "Thank you for using Ship-lt." "You should teach a driving class." "Defensive drivers are the safest drivers." "Looks like we have company." "[ engine revs ]" "I think they're getting smarter." "Then so will we." "Okay, so we gotta get smarter and faster." "Watch out!" "The Ship-lt office is right up over here." "[ engine roars in distance ]" "What was that?" "The most obnoxious muscle car in the world." "We're taking a detour." "I can't lose 'em!" "Kevin, no!" "Hang on!" "[ coughs ]" "Are you okay?" "Yeah." "It hurts when I laugh, but I don't think that'll be a problem." "I don't know who's behind all this, but they're gonna fix my car!" "You think they gave up?" "I don't know." "Maybe they just wanted to scare us." "[ metal creaking ]" "Well, they succeeded." "[ roars ]" "Nice timing." "That's kinda whatev." "That's kind of a nightmare." "It's got Humongusaur!" "I wouldn't count on it." "Oh, no." "Don't do what I think you're gonna do." "[ roars ]" "[ panting ]" "That was so cool." "Are you okay, Ben?" "You destroyed my car!" "What were you doing here?" "Well, I had a sudden urge to ship something overnight, and suddenly we're up to our neck in your girlfriend's chips." "And that's right about the time you came along and annihilated my car!" "Those chips aren't mine!" "I was trying to warn you!" "Thanks." "I'll consider myself warned." "They're more than just autonomous tech." "We found a hive of them at the Ship-lt office, and they've infected the clerk.. absorbed him." "Yeah, we just ran into his extended family and they wanted to adopt us." "No kidding." "They must have analyzed the threat and evolved." "They're clearly a highly adaptive species." "And it looks like they still have some life left in them." "We've gotta get some of these active chips back to the lab right away." "Maybe they'll give us a clue about what happened to my father." "Maybe we'll give you a call because you're not coming with us." "You're trouble in a jug." "Oh, I'm coming with you, all right." "Ben, didn't Elena just lead you into a nest of techno-organic zombies?" "She's coming." "One.. she's in too much danger on her own now." "And two... I trust her." "Speaking of which." "What's that?" "A quick and trustworthy cab service." "[ scoffs ]" "MAN:" "This is an all-point alert from field operative 219." "Escalating incidents of an unidentifiable nature, presumed alien." "Request immediate assistance." "[ man speaking German ] [ woman speaking French ] [ speaking foreign language ]" "Where in the Sam Hill has everybody been?" "I'm getting reports on alien activity from installed Plumbers all over the globe!" "Max, I..." "We can settle our problems later." "And she stays in the brig." "It's the chips..." "Validus' chips." "She told you that?" "It's true." "The chips Validus stole have become active." "Very active." "These things were nothing more than extraterrestrial hardware." "This is impossible." "BEN:" "They also have a nasty habit of burrowing into people and taking over their minds." "They have an unusual energy signature." "Can you use that to pinpoint it?" "Already done." "COMPUTER:" "Targets reanalyzed." "Absolute locations appear in a radial curve." "Target is experiencing exponential growth at an absolute rate of 10,000 to 1 on an ascendant curve." "That's no 100-mile radius." "Millions of 'em." "And spreading at an increasing rate." "So in other words, they are a threat, just like my father said." "Those things were not alive three years ago." "Your father's tinkering probably activated 'em somehow." "Now they're a threat to the entire world." "You're wrong." "They were hibernating." "Just ask your know-it-all granddaughter." "Knock it off, both of you." "Let's work on a solution, not blame." "Well... at least we know where they are." "Well, what are we waiting for, let's start shooting." "What about the people who are already infected?" "If it's between me and a Ship-lt clerk, I'm gonna pick me." "No, Kev, there's gotta be another way." " The queen." " What?" "That's right." "The infected people, they all went on about their queen." "You mean a queen like in an insect colony?" "In a beehive or anthill, there's only one queen." "She lays all the eggs, produces all the offspring, and tells everybody what to do." "The Science Channel." "How do you destroy a hive?" "Remove the queen, the bees disband." "The queen dies, the hive dies." "We have to find the queen." "All right, people, nobody sleeps tonight." "I'm gonna dissect these chips to see what they're made of." "Kevin, we need to find a more effective way around those drones." "Gwen, find a way to disrupt the connection between those things and their human host." "Ben, they're 100 million chips out there." "Gonna be like finding a needle in a haystack to find the queen in there, but get on it." "Now, Elena, since you're here, you'll help too." "I don't want her going two feet without an escort." "Okay, people, let's move!" "COMPUTER:" "[ indistinct ]" "My calculations recommend point-specific analysis gradient to regional demographics as related to current geographic coordinates." "Now commencing thermal and spatial analysis of all targets." "Duration... [ snoring ]" "Gwen, why don't you get some shut-eye?" "We need that brain of yours working if things get hot." "Just for a few minutes." "And you'd better wake me up." "You too, get some rest." "No chance." "I'll sleep when my dad is home safe and sound." "Suit yourself." "Thanks, Ben... for taking the risk to help me, for going up against the team." "Just like old times, right." "The guys didn't want you on the soccer team and I stood up to them for you to join." "You ended up being our MVP." "You're not doing this for old times' sake." "No, I'm doing it because I know what it's like to be on your own in a tough situation you never chose to be in." "I didn't ask to get stuck with this." "It just happened." "And no one who isn't me knows how that feels." "I think I do." "Max, we need help with a map analysis." "Max?" "Snap out of it, Max!" "It's Ben!" "Ben, stop!" "Max!" "We have to restrain him, but be careful not to... [ grunts ]" "Hurt him." "What?" "He's restrained." "Max, are you okay?" "We're fine." "Never better." "Why are you all looking at us like that?" "We're great." "We're happy." "We're going to colonize earth." "He usually has a lot of odd jobs for us." "But that one's new." "Grandpa!" "Fight it, Max!" "Come on!" "You can't stop what's coming." "The Plumbers are finished." "Mankind is finished." "[ coughing ]" "Max!" "Max!" "Where did he go?" "No one knows these tunnels like Max." "He's long gone." "Now what?" "Like it or not, he usually tells us what to do." "We need him." "No, we don't." "He needs us." "We have to find the queen and stop her." "Helping Max is gonna be the least of our problems." "Wherever the alien queen is, that's where we'll find your father and Max." "We stop her, we stop the spread of these chips." "And just how do you suggest we do that?" "COMPUTER:" "Current geographic coordinates." "Does anything seem weird to you guys about this map?" "kevin:" "Color choices are a bit drab." "Try sea foam blue." "Check out the concentration of the chips..." "London, New York, Paris," "Munich, and central Missouri?" "There are millions of people in all those cities, but that part of Missouri is..." "The middle of nowhere." "It's barely a town." "The only thing in Barren Rock is..." "The world distribution center for Ship-lt." "Right!" "Those shipments from the local hub would have been the first wave of sentry soldiers." "Now we're talking total immersion." "And they need a big enough base to spread that many chips across the entire planet." "Come on, they're taking over the world by 24-hour shipping?" "What's your brilliant theory?" "Look, I think that's where the chips are being manufactured and distributed." "And that's where we'll find the queen." "Sounds like we're in for a road trip." "What do you mean, "we"?" "Fine, she's coming." "Now we just have to figure out how... with Kev's car out of commission." "Kev made this for your birthday present." "My birthday was two months ago." "You can't rush genius." "Oh, my gosh, Kevin." "It's beautiful!" ""She."" "She's beautiful." "You call a car a "she."" "And you're right." "Don't be jealous, you've got some good qualities, too." "A car." "Your friend built you a car." "Well, the weapons and defense systems aren't online yet, but she'll run." "Yeah, the fact is, she'll pretty much eat anything in her path." "I don't know what to say." "I can't wait to test her out." "Oh, you're not driving." "I said I was going to give you the car." "That was before you bailed out on the team." "I'm keeping her." " Oh, I'm driving." " How do you figure?" "Humongusaur would be happy to throw the car to Missouri." "I like it." "I'm thrilled." "Missouri in February... a dream vacation, only 40 degrees colder." "BEN:" "Let me get a closer look." "It's like a small army... or not so small." "Check it out." "We're gonna be fighting some serious odds down there." "The people... they're all infected." "Oops." "That's coming out of your zombie paycheck." "All those crates are filled with chips." "God, there must be millions." "Probably six billion." "That's how many people there are on earth." "Okay, let's get inside." "Looks like that's where we wanna be, right in there." "Oh, no!" "Grandpa!" "Gwen, no." "If he sees us, he'll alert the others we don't belong here." "He's one of them now." "Hive mind." "It's up to us." "It's like a human assembly line." "No sign of her royal highness, the queen." "There's someone we know." "It's the creep from back at the mill." "That's Victor Validus." "I knew it." "I told you not to trust her." "It's not like that." "You knew your father was behind this the whole time." "You said you didn't know that guy." "I don't." "That's not my dad." "He's become some kind of freak." "Well... I think we found out how they're making those chips." "No." "echoing:" "You expect me to believe you're on our side?" "I knew not to trust you." "No, you're wrong." "You don't understand." "You've got a lot of explaining to do." "Not here, she doesn't." "They're both in this together." "It's a trap." " Back off!" "It's okay!" " Yeah, how is this okay?" "Ben, her father is reproducing those chips." "He's the one controlling this whole operation." "is he?" "It looks like the chips are controlling him, just like Max!" "It's not a trap." "I trusted you, Elena." "I had to lie." "I knew you'd react like this." "Refuse to help me, treat me like the enemy, just like they did to my father." "Then I guess you don't know us as well as you thought." "Right?" "I'm sorry." "I just wanted this nightmare to end." "Well... looks like it's just beginning." "So that's what those plans were for." "He was conducting tests on himself." "He's the hive." "His own body is producing them by the thousands, every minute." "In a colony, only the queen can reproduce." "So..." "The queen is inside of my dad." "We gotta shut 'em down, Ben." "Destroy him, destroy the queen." "No!" "You can't!" "I'm sorry, Elena, but Kevin may be right." "If it's a choice between one man and the entire human race..." "You said you'd save him!" "It's not his fault!" "He's being controlled by the queen!" "Dude, I know this is hard, but unless you take out this guy, the whole world falls." "You know what Max would do." "I don't know what Max would do, but I know what I wouldn't do." "I don't destroy victims, I save them." "What's your plan, Ben?" "It looks like all the soldier chips have been rendered dormant for shipping." "If I stop the queen before she can activate them, it looks like we have a chance of beating this thing." "Ben, wait a minute, what do we do if Alien X or Humongusaur gets absorbed by the hive?" "It's all over." "Absorbed by the hive is pretty much what I had in mind." "Remember when the Omnitrix scanned the chips' DNA?" "I can fight them from the inside if I become one of them." "The watch has been cooking this up the whole time." "It's time to take it out of the oven." "Ben, this isn't like anything that you've become before." "Kevin's right." "It's a hive mind based organism." "So?" "So, I think the Omnitrix can turn you into one of these things, but I'm not so sure it can keep you in control once it does." "You may become a permanent slave to the hive." "A turbo-charged killer weapon slave." "Ben, no." "I don't wanna lose you, too." "We're out of options." "I have to put my faith in the Omnitrix." "It always has to be your way, doesn't it, Ben?" "!" "Just like walking out on the Plumbers." "Okay, so maybe I should have stayed and talked it out, but this is different." "Why?" "This is something I don't wanna do, I just don't see any other way!" "Aaahh!" "[ grunting ]" "Elena!" "[ alarm blares ]" "ELENA:" "Guys, look!" "Ben, what do you want us to do?" " Keep 'em busy." " How?" "!" "I trust you." "What?" "I'm small?" "What is that?" "He's turned into some kind of nano-mechanical organism." "Nano-mech. I like it." "Just like the chips." "[ grunts ]" "Time to get small." "Even smaller." "This is gross!" "WOMAN:" "Listen to my voice." "You must obey." "[ groaning ]" "You're one of us now, Ben Tennyson." "Aaaargh!" "ELENA:" "Run!" "How can you care about the humans, when the universe is yours?" "No!" "[ grunts ]" "You're different from these other drones." "Stronger!" "Together, we can rule everything!" "Sorry, I'm just not ready for a serious commitment." "Then you'll die... with the humans." "Ow!" "What's Ben doing in there?" "Whatever he's doing, he'd better hurry up." "The chips are activating." "[ groans ]" "You were a fool to transform into a drone." "I can easily defeat any puny drone." "I'm not just any drone!" "I'm half-drone, half-human!" "Drones can adapt." "And humans never give up." "[ queen screaming ]" "Oh!" "[ people chattering ]" "He did it!" " Dad!" " Elena." "He's alright!" "What am I, chopped liver?" "Hello, I just saved the world again." "Don't look at me." "I'm not hugging you." "Actually, you might not wanna hug me so tight." "I flew through a lot of snot." "Max!" "Max!" "Max, where are you?" "!" "Grandpa!" "You've got a lot of gall... disobeying orders, defying my authority." "Grandpa, I..." "You know what that kind of behavior gets you?" "!" "[ laughs ]" "I'm sorry, Victor." "None of this would have ever happened if I had trusted you." "No, Max, it wasn't right to go it alone." "Ben, thank you." "I'm forever grateful." "You should be thanking your daughter." "If it wasn't for Elena, I'd be at a school football game right now." "He's just being modest." "Ben, modest?" "lmpossible." "I guess we make a pretty good team." "We make a great team." "We're more than that, we're Plumbers." "And the Plumbers have a pretty great leader." "Indeed they do." "Ben, what would you say if I asked you to step in?" "What?" "Well, I'm not getting any younger." "And believe me, I've been waiting for this moment long enough." "I couldn't take over." "You already have, in a way." "That Omnitrix could have gone to anybody's wrist." "We just count ourselves lucky that it found yours." "I hate to say it, but Max is right." "Can we at least get a 30-day trial period?" "Well, my first order of business will be to unaccept Max's resignation." "Sorry, you're not getting out of it that easy." "Well, maybe you're right." "What in blazes did that zombie me do with my ride?" "What did you mean when you said, "we're a great team"?" "You are not on the team." "I am now, red." "I earned my place, and I suggest you move your locker far away from mine." "Oh, I don't think so..." "You better get used to that." "It's the sound of things to come." "Now give me back my keys." "Nice try, Kev." "But from now on, I'm driving." "I call shotgun." "§ [ hip hop music plays ] §"