Ben 10: Alien Swarm (2009)

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Ben 10: Alien Swarm (2009)

Post by bunniefuu »

[ 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 w*apon?

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 att*ck 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 thr*at.

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 thr*at.

They're planning something.

MAX:

That is a lie!

They're dead!

The lab boys said they're

nothing but alien tech,

no thr*at 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 thr*at 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 thr*at,

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 thr*at

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 sh**ting.

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 b*ating 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

sl*ve to the hive.

A turbo-charged k*ller w*apon

sl*ve.

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 ]
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