[ car approaches ]
[ tires squeal ]
[ rock music plays ]
[ engine revs ]
What have you got
for me, Fitz?
l knew you'd be the guy
to call on this, Kev.
This is big, and l figured
you'd have the connections to...
Show me.
[ dials phone ]
[ engines rev ]
l'm just the middle man.
[ tires squeal ]
Are you the buyer?
lt 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?
ls it a weapon?
Does it fire?
Can it blow stuff up?
See, this is
important information
for a prospective buyer.
lt's alien technology, man.
lt'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,
l'm working with her.
Kevin doesn't really work,
he just stands around
flexing his muscles.
Yeah, how about l flex 'em
in your face?
Who are these jokers,
man?
l can't tell you.
l'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?
l'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?
l'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 l know
about the Plumbers,
l learned
the same way you did...
Ben.
Elena?
No. Way.
Oh, you still
remember me.
l'm honored.
KEVlN:
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.
l 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.
ls 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?
l'm here to find you.
The Plumbers don't
exactly advertise.
l need your help, Ben.
lt'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 l, Ben?
Really?
Because life's been pretty hard
for the last three years,
and l 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! l swear it!
l 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, l think you were right
about these not being
ordinary computer chips.
Stay down!
[ chips buzzing and squeaking ]
Gwen!
GWEN:
Ben!
l don't mean
to backseat drive,
but it might be
a good time for the Omnitrix.
Not!
l think it's having
a meltdown or something.
Don't sweat it, dude.
lf you can't handle it...
l 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.
lt's some kind of alien
nano-technology.
The attack is too organized.
There must be
intelligence behind it.
l don't know
if he's intelligent,
but l 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?
l don't know.
Then let's find out.
No!
Gwen!
Gwen, are you okay?
Yeah, l'm fine.
Who is that guy?
l think you mean,
who was he?
Elena?
lf you're looking
for your girlfriend,
l think your personal
charm was too much for her.
Kevin was right..
she set us up.
Did she?
l'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.
lf that's the case,
Grandpa Max has some serious
explaining to do.
MAN:
l'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...
l hope so, Molly.
Just got hit
with some serious, uh,
homework.
KEVlN:
You know Benji,
all work
and no play.
ED:
Seriously,
look, that's the best
l can do for you.
l don't make the price,
l just fix the cars.
l don't recognize it,
and l 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.
l think he gets it.
l 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.
l've never seen
anything like this.
l mean, it's tech,
but it's also a carbon-silken
based life form.
So they're alive.
Man, l'm liking these
less and less.
Well, they were alive,
kind of.
Now they're in alien chip
heaven.
Let me see if l can trace
where they came from.
[ whizzing ]
They're completely inert.
l can't pick up
any energy signature.
What now?
Well, maybe l can jumpstart
an energy pulse,
but it will take forever,
and it'll be a total pain in the...
All right, l'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 l can't
trust anyone.
l 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.
l'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.
l've got 'em.
They're in Max's office!
They better not touch
my model train set!
l 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?
lt's okay, Max.
You probably don't recognize
her, she's...
lt's not okay.
lt's a Validus.
How'd you get in here?
lt'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.
l knew l'd seen those before.
lt's time for you
to go!
Mr. Tennyson,
l had to do that.
l need help,
and it was the only way
l could think of to get it.
You know the rules!
lt's my father!
He's been kidnapped by whoever,
or whatever made those chips.
l 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.
l don't know what's going on,
but he means it.
Come on, Elena.
Then l'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.
ls 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, l'm sufficiently stumped.
What's going on here?
COMPUTER:
Dr. Victor Emilio Validus.
Plumber l.D...
Victor Validus was
the best Plumber l ever trained.
We stopped more than
our share of invasions.
l trusted Vic
with my life.
l 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.
l did that for your own good.
You were too young
to understand.
l 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 l 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!
l 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.
l order you
to stay away from her.
Sorry, Max, l'm not
following that order.
Ben!
You can't break Plumber ranks!
Max, don't let him
do this.
lt'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.
l can handle myself.
What do you want?
The same thing as you..
l wanna help you find him.
What about your Gramps?
Not too thrilled about it.
And you're helping me
anyway?
Nice bike.
lt's Max's really.
Can't get any more angry with me
than he already is.
l'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 l 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.
lt had to happen
some time.
Yeah, l'll believe that
when l see it.
COMPUTER:
lnvalid codec.
Access to mainframe
denied.
Kev, what are you doing
in Max's office?
l wanted to know what intel
we already had on those chips.
lf 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.
l 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.
l could figure out
the password?
That would be a huge
violation of trust.
And regulations.
Well, l guess Ben is
really on his own this time.
l'm sure he'll be fine.
l 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.
ls 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.
l 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?
l have no idea.
l just want my father back, Ben.
We'll get him.
l 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.
lt'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, l don't think so.
There's too many of 'em,
like they were expecting us...
like this is a trap.
No, l 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, l think l 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 l can redirect the scan
back at the chips,
if l can just boost the power.
l 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.
l thought you said he's been
missing for weeks.
He has.
You believe me, don't you?
l believe...
we'll find something
at the Ship-lt.
Who were you gonna
sell the chips to, Victor?
l keep telling you...
l had to take them.
lt 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!
l'm telling you
the truth, Max!
You're gonna have to do
better than that, Victor.
l know you.
Gramps has a great
bedside manner there, Gwen.
Validus was like,
his prized pupil.
l think Max really felt
his betrayal.
l 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
l 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.
l 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.
Kevin! You did it!
The cheek?
l find all
the big bad alien chips,
and all l get is a kiss
on the cheek?
Greatest
concentration of chips...
is clustered here.
lt's the Ship-lt distribution
center.
lt's only about an hour
from here.
Are you thinking
what l'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.
lt's open, huh?
lt'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 l 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?
lt means we're at least
one step behind
something disturbingly huge.
MAN:
May l 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.
l'll bring 'em right back
after we turn in our report.
Okay?
No, you will remain.
You will join us.
l'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 ]
l 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.
l can't lose 'em!
Kevin, no!
Hang on!
[ coughs ]
Are you okay?
Yeah.
lt hurts when l laugh,
but l don't think
that'll be a problem.
l don't know who's behind
all this,
but they're gonna fix my car!
You think they gave up?
l 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.
lt's got Humongusaur!
l wouldn't count on it.
Oh, no.
Don't do what l 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, l 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!
l was trying to warn you!
Thanks.
l'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, l'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...
l 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?
l'm getting reports
on alien activity
from installed Plumbers
all over the globe!
Max, l...
We can settle our problems
later.
And she stays in the brig.
lt's the chips...
Validus' chips.
She told you that?
lt'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?
lf it's between me
and a Ship-lt clerk,
l'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?
ln 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.
l'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.
l don't want her going two feet
without an escort.
Okay, people,
let's move!
COMPUTER:
[ lNDlSTlNCT ]
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.
l'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 l stood up to them
for you to join.
You ended up being
our MVP.
You're not doing this
for old times' sake.
No, l'm doing it
because l know what it's like
to be on your own
in a tough situation
you never chose to be in.
l didn't ask to get
stuck with this.
lt just happened.
And no one who isn't me
knows how that feels.
l think l do.
Max, we need help
with a map analysis.
Max?
Snap out of it, Max!
lt'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?
KEVlN:
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.
lt'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, l 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.
lt'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.
l don't know what to say.
l can't wait
to test her out.
Oh, you're not driving.
l said l was going
to give you the car.
That was before you bailed out
on the team.
l'm keeping her.
- Oh, l'm driving.
- How do you figure?
Humongusaur would be happy
to throw the car to Missouri.
l like it.
l'm thrilled.
Missouri in February...
a dream vacation,
only 40 degrees colder.
BEN:
Let me get a closer look.
lt'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.
lf he sees us, he'll alert
the others we don't belong here.
He's one of them now.
Hive mind.
lt's up to us.
lt's like a human assembly line.
No sign of her royal highness,
the queen.
There's someone
we know.
lt's the creep
from back at the mill.
That's Victor Validus.
l knew it.
l told you not to trust her.
lt's not like that.
You knew your father
was behind this the whole time.
You said you didn't
know that guy.
l don't.
That's not my dad.
He's become some kind of freak.
Well...
l think we found out how
they're making those chips.
No.
ECHOlNG:
You expect me to believe
you're on our side?
l 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.
lt's a trap.
- Back off! lt's okay!
- Yeah, how is this okay?
Ben, her father is
reproducing those chips.
He's the one controlling
this whole operation.
ls he?
lt looks like the chips
are controlling him,
just like Max!
lt's not a trap.
l trusted you, Elena.
l had to lie.
l knew you'd react like this.
Refuse to help me,
treat me like the enemy,
just like they did
to my father.
Then l guess you don't
know us as well as you thought.
Right?
l'm sorry.
l 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.
ln 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!
l'm sorry, Elena,
but Kevin may be right.
lf it's a choice between one man
and the entire human race...
You said you'd save him!
lt's not his fault!
He's being controlled
by the queen!
Dude, l know this is hard,
but unless you take out this guy,
the whole world falls.
You know what Max would do.
l don't know what
Max would do,
but l know what
l wouldn't do.
l don't destroy victims,
l save them.
What's your plan, Ben?
lt looks like all
the soldier chips have been
rendered dormant for shipping.
lf l 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?
lt's all over.
Absorbed by the hive is
pretty much what l had in mind.
Remember when the Omnitrix
scanned the chips' DNA?
l can fight them from the inside
if l become one of them.
The watch has been cooking this
up the whole time.
lt's time to take it out
of the oven.
Ben, this isn't like anything
that you've become before.
Kevin's right.
lt's a hive mind based organism.
So?
So, l think the Omnitrix can
turn you into one of these things,
but l'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.
l don't wanna lose you, too.
We're out of options.
l have to put my faith
in the Omnitrix.
lt always has to be your way,
doesn't it, Ben?!
Just like walking out
on the Plumbers.
Okay, so maybe l should have
stayed and talked it out,
but this is different.
Why?
This is something
l don't wanna do,
l 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?!
l trust you.
What?
l'm small?
What is that?
He's turned into some kind of
nano-mechanical organism.
Nano-mech. l 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,
l'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.
l can easily defeat
any puny drone.
l'm not just any drone!
l'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 l,
chopped liver?
Hello, l just saved
the world again.
Don't look at me.
l'm not hugging you.
Actually, you might not
wanna hug me so tight.
l 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, l...
You know what that kind
of behavior gets you?!
[ laughs ]
l'm sorry, Victor.
None of this would have
ever happened
if l had trusted you.
No, Max, it wasn't right
to go it alone.
Ben, thank you.
l'm forever grateful.
You should be thanking
your daughter.
lf it wasn't for Elena,
l'd be at a school
football game right now.
He's just being modest.
Ben, modest?
lmpossible.
l 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.
lndeed they do.
Ben, what would you say
if l asked you to step in?
What?
Well, l'm not getting
any younger.
And believe me, l've been
waiting for this moment
long enough.
l 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.
l 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.
l am now, red.
l earned my place, and l suggest
you move your locker far away
from mine.
Oh, l don't think so...
You better get
used to that.
lt's the sound
of things to come.
Now give me back
my keys.
Nice try, Kev.
But from now on, l'm driving.
l call shotgun.
[ hip hop music plays ]