02x06 - Revenge Of The Swarm

Episode transcripts for the TV show "Ben 10: Ultimate Alien". Aired: April 23, 2010 – March 31, 2012.*
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A year after Ben defeated Vilgax, he's known the world over as a hero and must learn to master the powers of the Ultimatrix.
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02x06 - Revenge Of The Swarm

Post by bunniefuu »

Ben: [ Sighs ]

[ Groans ]

[ Sighs ]

[ Breathing deeply ]

Valadis: Did you think you

could get rid of us that easily?

Ben: Valadis!

What do you want?

Valadis: This isn't about the

microchips or even the queen and

her hive.

We understand why you did that

to us.

Ben: Then what...?

Valadis: We're here because

of what you wanted to do to

Elena.

Ben: I-I don't understand.

Valadis: Don't lie to me,

Ben!

A father can tell.

[ Beep ]

Humongousaur: Humongousaur!

Uh-oh.

Valadis, please.

I never wanted to hurt Elena.

Valadis: We didn't say you

wanted to hurt her.

Humongousaur: Aaaaaaaaaaah!

Ben: [ Sighs ]

[ toilet flushes ]

[ Beep ]

Cannonbolt: Cannonbolt!

[ Grunting ]

[ Beep ]

Goop: Goop!

[ Beep ]

Ben: I must have seen his

shadow on the curtain, and

that's what made me dream about

him.

Kevin: You ask me, the whole

thing was a dream.

Gwen: I like the part where

humongousaur was really small.

I was reading about how dreams

reveal what we're really afraid

of.

Ben: It was not a dream!

Well, the...Part about being

little was, but...

Kevin: Keep telling yourself

that, bud.

Gwen: Ben, Victor valadis was

cured a long time ago.

Kevin: And those alien

microchips that were controlling

him all got flushed when you

k*lled the queen and her hive.

Ben: Yeah?

Then what's this?

Ready?

Kevin: Ready.

Gwen: Ready.

[ Beep ]

Terraspin: Terraspin!

Ugh!

Kevin: Where's valadis?

[ Russian accent ] Who are

you?

Gwen: We're just looking for

valadis.

We don't want to hurt you.

Kevin: Speak for yourself,

Gwen.

Now, where is he?

pleasant hills road.

Kevin: What's that?

Terraspin: A cemetery.

Gwen: You mean he's...?

Was a big shock.

One minute, fine, next minute...

pbbt!

Gone.

Gwen: Did you know him very

well?

Few years.

I help him with experiments.

Nice man.

Can't believe I never see him

again.

Kevin: Hold it, Igor.

Doesn't it seem a little

coincidental that valadis would

suddenly drop dead right after

everything that happened?

Anyone can die... anytime.

Even you, smart guy.

Kevin: There's something

about that janitor I don't like.

Ben: Yeah... he stood up to

you.

Kevin: Mm.

Something else.

Gwen: Either of you know how

to get to the cemetery?

Ben: Later.

We've got another stop to make.

Yes, well...A pinch less

neutronium oxide next time.

And don't forget... your

research papers are due tomorrow

morning, bright and early.

[ Aliens grunting ]

Where was I?

Oh, yes... Elena.

One of our best students.

She would have made an excellent

plumber someday.

Ben: Did she say why she was

leaving?

Lead with the left, Drax...

the left!

[ Grunts ]

Ohh!

Elena was shattered by her

father's death, as you might

imagine.

She couldn't concentrate on

school.

Gwen: Maybe she'll be back

when she gets over it.

I don't think so.

When her father passed, she went

back to earth and took over his

research on the alien

microchips.

No one alive knows more about

them than she does.

Ben: That's why I'm trying to

find her.

[ Liquid splashes ]

[ Beeping ]

I just sent her new address

to your badges.

Ben: Thanks. I appr...

[ expl*si*n ]

Not the chlorine... the

fluorine!

]] Kevin: [ Mockingly ] That's

why I'm trying to find her.

]] Ben: It is why.

Kevin: Admit it... you just

want to see her again.

Ben: Hey, Elena and I were

just friends.

That's all.

Elena: Ben Tennyson!

Kevin: [ Scoffs ]

"Just friends."

Elena: Come in.

Let me show you around.

Most of this came from my

father's lab.

The rest, I built myself.

Ben: Incredible... really

incredible.

Elena: My dad set the bar

pretty high.

Gwen: Elena, a-are you sure

you should be doing this?

Elena: What?

Studying the alien microchips?

How could I not?

]] Gwen: You know how dangerous

they are.

They can reproduce themselves,

take over living bodies.

]] Elena: And they can also

solve half the problems of the

human race.

They can make Bridges, roads,

even whole cities.

And all anyone would have to do

is think of something they want,

and the chips would make it.

]] Kevin: Not worth the risk.

]] Elena: There's no risk.

Watch.

[ Motor whirring ]

[ Door unlocks ]

]] Gwen: Wait! Don't!

[ Alarm beeping ]

[ Beeping stops ]

]] Elena: Force field... my

failsafe device.

None of the chips can ever leave

that compartment.

]] Kevin: Yeah?

How do you explain this?

[ Beeping ]

]] Elena: It's not one of mine.

]] Gwen: It has to be.

Where else could it have come

from?

Ben: That's what we have to

find out, and we need you to

help us, Elena.

You know more about these things

than anyone else in the world.

Elena: Ben, I'd like to help,

but what I'm doing here... it's

just too important.

Maybe you could help me.

This could change the whole

world, you know.

]] Kevin: These could change the

whole world, too...

But not in a good way.

Gwen: Ben's got to help us

find out where they came from.

He doesn't have time to be a lab

rat.

Right, Ben?

[ Sternly ] Ben?

Ben: Oh, right.

Right.

Gwen: It's just too

dangerous.

Kevin: I wouldn't go that

far.

Disappointing, maybe.

Gwen: Elena and those

microchips she's working on?

Kevin: Oh, them.

Yeah, they are dangerous...

definitely.

[ Slurping ]

]] Gwen: What were you talking

about?

Kevin: Elena and Ben.

Gwen: What about them?

Kevin: They're interested in

each other.

Anybody can see that.

But she's gonna be a problem.

Gwen: Oh?

Kevin: Elena's the type who

makes guys think she cares about

them.

But once they start to care

about her... poof!

She's gone.

I've seen the type before...

lots of times.

I mean, I've heard about them...

from friends.

[ Doorbell rings ]

Ben: Hey, Julie.

Julie: I was just passing by.

But if you're busy or

something...

Ben: Doing homework, if you

can believe it.

Come on in.

Julie: You look kind of

upset.

Ben: It's this problem I'm

working on.

Julie: Calculus?

Ben: I wish.

Then I could just con you into

doing it for me.

It's like the answer's right in

front of me, but I can't see it.

]] Julie: What is the problem

exactly?

A case?

Ben: Yeah... microchips.

I'll show you.

Julie: What's the matter?

Ben: Kevin has it.

You know, it feels like I'm

always running off somewhere,

doesn't it?

Julie: It's starting to.

Ben: Can we get together

tomorrow night... for sure?

Julie: I'd like that.

Both: [ Grunting ]

[ Tires screech ]

Kevin: [ Groans ]

[ Beeping ]

Waterhazard: Waterhazard!

Gwen: He was willing to fight

us but not you, Ben.

It doesn't make sense.

Kevin: Something else doesn't

make sense, either.

If any of your aliens are good

at digging, now would be the

time.

Ben: I'm still not convinced

this is such a great idea.

Kevin: How else are we gonna

prove valadis isn't dead?

]] Gwen: There is someone down

there.

And it's Victor valadis.

]] Elena: I could have told you

that.

Ben: Elena?

I thought you didn't want to

help.

Elena: Changed my mind.

Gwen: But your research was

so important.

Elena: Friends are important,

too.

Gwen: What I'm wondering is

why these new chips would take

the form of your father.

Elena: Habit?

They know it from when they

att*cked us before.

Ben: But what do they want?

Last time, they tried to te

over everyone and everything.

But this time...

Kevin: I know what they want.

They want to k*ll me.

Gwen: And me.

Ben: But not me.

Elena: How so?

Ben: It ran from me twice.

Elena: Maybe it was afraid of

all those aliens you have on

your wrist.

Gwen: Then why wouldn't it

have been afraid of me?

Or Kevin?

We're not exactly powerless, you

know.

Elena: I'm a scientist, not a

Detective.

Kevin: Well, I'm gonna go do

some Detective work.


Coming?

Ben: Can't.

I'm supposed to see Julie later.

Although we probably need to

find a restaurant that doesn't

have a hole in it.

Kevin: Suit yourself.

[ Engine turns over ]

Gwen: Did you see the face

Elena made when Ben mentioned

Julie?

Kevin: That's just the way

girls are.

You got to take advantage, play

one against the other.

At least...That's what my

friends say.

Gwen: Which friends?

Kevin: The ones I don't see

anymore?

Gwen: W-what are we doing

back here?

Kevin: I noticed something

about that janitor.

What do you want?

Kevin: I want to know who you

really are!

Gwen: Kevin!

Kevin: He knows what I'm

talking about.

Don't you?

I do not.

You're crazy!

Kevin: Oh, yeah?

Then what about this?

]] Aah!

[ Grunts ]

[ Groans ]

]] Kevin: I spotted it last time

we were here.

When he wakes up, everything's

gonna be a whole lot clearer.

]] Gwen: You're sure about that?

]] Kevin: Absolutely.

I saw something like this on tv

once.

]] Gwen: Tell me it didn't

involve a cartoon dog.

[ Indistinct conversations ]

]] Julie: Ben?

Ben?

[ Tires squeal ]

[ Tires screech ]

Ben: Hey.

Anybody seen Julie?

She just went around back.

Ben: Thanks.

Julie?

Julie?

[ Motor whirring ]

[ Knock on door ]

Elena: Ben!

[ Door closes ]

What's the matter?

Ben: I found another chip.

[ Beeping ]

Elena: This isn't one of

mine, either.

Ben: Prove it.

I want to compare it to one of

yours.

Elena: Mine are all in the...

Ben: They're the same, aren't

they?

Aren't they?!

Elena: Yes.

Ben: You've learned to

control the chips, and you've

been trying to get rid of anyone

who stood between you and me.

That's why they tried to k*ll

Gwen and Kevin but wouldn't

fight me.

]] Elena: I did maybe lie a

little about the chips, but none

of the other stuff is true.

A few of them got away before I

put in the force field.

I-I didn't think they would do

any harm.

]] Ben: You didn't think!

]] Elena: I'm sorry!

I was selfish.

I didn't want to stop my work to

go look for them.

You know how much this means to

me... and to the world.

We'll go right now.

With what I've learned these

last few months, it shouldn't

take long to find them and

deactivate them.

Okay?

]] Kevin: Come on, Igor.

Up and at 'em.

]] [ Groans ]

Why you do that to me?

]] Kevin: You did it to

yourself.

Who are you?

]] I am janitor, idiot boy!

]] Kevin: Then how do you

explain this?

]] For hiding when hair start to

fall out!

That's how I explain!

Maybe you need one someday, too.

]] Gwen: Kevin, I think an

apology might be in order.

]] Kevin: No way!

This guy's got to know

something.

]] Gwen: Why?

Because that's how it works on

tv?

]] I don't know nothing.

All I do is clean up Victor's

lab, then help crazy daughter

move equipment.

]] Gwen: W-wait a minute.

Why do you think Elena's crazy?

]] Way she talk, saying "we" or

"us" when it just her.

Who she think she is, queen of

england?

]] Gwen: No, not the queen of

england... the Nanite queen.

]] Kevin: I thought the queen

was dead.

]] Gwen: Long live the queen.

]] Ben: Guess I got a little

paranoid.

For a minute there, I even

thought Julie...

]] Elena: What about Julie?

Ben: Nothing.

She must have changed her mind

about wanting to see me again.

That's all.

Julie: [ Grunting ]

Elena: I'm so glad we're

going to be together now.

]] Ben: Working together, Elena.

]] Elena: It won't always be

work.

[ Clatter ]

Ben: You hear that?

Elena: Don't!

[ Rustling ]

[ Distorted ] We said, "don't!"

]] Ben: It was you.

Elena: Us, Ben... us!

Me of the chips hid in me so

that the ones inside my father

could be sacrificed.

We built a false queen to

mislead you.

Ben: And I bought it.

Elena, they've been controlling

you!

You've got to fight them!

Elena: They're not

controlling me.

They are me, and I am them.

They give me what I want.

They fulfill my deepest desires,

even the ones I don't know I

have.

We could fulfill your deepest

desires, too.

You like your car?

Wouldn't you like a few more?

Or something else?

Anything else?

We can give it to you, Ben.

Don't!

Ben: Make him go away, Elena.

Elena: I can't.

The chips want what I want, and

I can't stop wanting!

[ Thudding ]

[ Beep ]

Armodrillo: Armodrillo!

Kevin: What did I tell you?

From now on, you can call me

Sherlock Levin.

Armodrillo: You have to stop

them!

Elena: We can't!

Armodrillo: Then I'll have to

stop you!

]] Elena: You know we like you,

Ben...

But not that much.

Armodrillo: Can't...Breathe!

Julie: Is this what you want?

Armodrillo: [ Gasping ]

Elena: It...Must be!

Julie: No.

Whatever's left of Elena

couldn't want this.

Elena: Julie, we can't stop!

Julie: Then you never really

cared about Ben.

Elena: We did!

I did!

Julie: Isn't there some part

of you left?

The real you that still cares

enough to stop this?

Armodrillo: [ Gasping ]

[ Alarm beeping ]

Julie: Elena, don't!

Elena: Aaaaaaaaaaaah!

[ Beep ]

Kevin: [ Grunts ]

Ben: Oh, no.

Julie: That wasn't Elena.

The Nanites got her a long time

ago.

Ben: You're wrong.

There was enough of my friend

left to save my life.

Goodbye, Elena.

[ Engine turns over ]

[ Crackling ]
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