1
00:00:06,881 --> 00:00:09,758
[ Car approaches ]

2
00:00:09,842 --> 00:00:14,342
[ Tires squeal ]

3
00:00:14,722 --> 00:00:18,100
[ Rock music plays ]

4
00:00:30,613 --> 00:00:33,157
[ Engine revs |

5
00:01:02,520 --> 00:01:04,021
What have you got for me, Fitz?

6
00:01:04,105 --> 00:01:05,856
I knew you'd be the guy to call on this, Kev.

7
00:01:05,940 --> 00:01:08,067
This is big, and I figured you'd
have the connections to --

8
00:01:08,150 --> 00:01:10,277
Show me.

9
00:01:14,115 --> 00:01:15,658
[ Dials phone ]

10
00:01:15,741 --> 00:01:18,326
[ Engines rev |

11
00:01:27,211 --> 00:01:29,588
I'm just the middle man.

12
00:01:30,881 --> 00:01:33,300
[ Tires squeal ]

13
00:01:38,514 --> 00:01:40,015
Are you the buyer?

14
00:01:40,099 --> 00:01:42,518
It depends. What are you selling?

15
00:01:42,602 --> 00:01:44,729
Alien technology --

16
00:01:44,812 --> 00:01:47,898
the good stuff.

17
00:01:47,982 --> 00:01:50,150
Watch the paint.

18
00:02:05,958 --> 00:02:07,250
What is it?

19
00:02:07,335 --> 00:02:09,086
You don't know?

20
00:02:09,170 --> 00:02:11,213
You don't know, do you?

21
00:02:11,297 --> 00:02:13,966
Is it a weapon? Does it fire?

22
00:02:14,050 --> 00:02:15,926
Can it blow stuff up?

23
00:02:16,010 --> 00:02:17,511
See, this is important information

24
00:02:17,595 --> 00:02:18,762
for a prospective buyer.

25
00:02:18,846 --> 00:02:20,681
It's alien technology, man.

26
00:02:20,765 --> 00:02:22,558
It's gotta be worth some money.

27
00:02:22,642 --> 00:02:23,893
Are you interested or not?

28
00:02:23,976 --> 00:02:26,269
Just chill.

29
00:02:26,354 --> 00:02:28,689
Let me talk to my partners.

30
00:02:28,773 --> 00:02:29,648
Partners?

31
00:02:29,732 --> 00:02:31,233
You didn't say anything about partners.

32
00:02:31,317 --> 00:02:32,776
Neither did you.

33
00:02:34,612 --> 00:02:37,781
[ laughs nervously ]

34
00:02:37,865 --> 00:02:40,325
You're working with him?

35
00:02:40,409 --> 00:02:41,952
Actually, I'm working with her.

36
00:02:42,036 --> 00:02:43,120
Kevin doesn't really work,

37
00:02:43,204 --> 00:02:45,122
he just stands around flexing his muscles.

38
00:02:45,206 --> 00:02:46,832
Yeah, how about I flex 'em in your face?

39
00:02:46,916 --> 00:02:48,250
Who are these jokers, man?

40
00:02:48,334 --> 00:02:49,543
I can't tell you. I'm just the middle man.

41
00:02:49,627 --> 00:02:51,253
We're just some regular old folks

42
00:02:51,337 --> 00:02:54,173
who are beginning to think
this is a big, fat waste of our time.

43
00:02:54,256 --> 00:02:56,091
What do we got?

44
00:02:56,175 --> 00:02:58,051
I've never seen anything like 'em, Ben.

45
00:02:58,135 --> 00:02:59,845
They're complex.

46
00:02:59,929 --> 00:03:02,473
Must be grade 9 tech at least.

47
00:03:02,556 --> 00:03:05,475
[ Whirring |

48
00:03:05,559 --> 00:03:06,434
Whatever they are,

49
00:03:06,519 --> 00:03:08,020
they're screwing up the Omnitrix.

50
00:03:08,104 --> 00:03:09,313
What's with you guys?

51
00:03:09,397 --> 00:03:11,649
I've never met buyers like you before.

52
00:03:11,732 --> 00:03:14,526
You never met anyone like them before

53
00:03:14,610 --> 00:03:17,696
because they're not just black market lowlifes like you.

54
00:03:17,780 --> 00:03:19,615
They're Plumbers.

55
00:03:19,699 --> 00:03:22,159
You mean they're gonna pay
for this stuff by fixing my toilet?

56
00:03:22,243 --> 00:03:25,204
The Plumbers are a secret interplanetary security force,

57
00:03:25,287 --> 00:03:27,622
saving the world so we don't have to.

58
00:03:27,707 --> 00:03:29,709
Oh, right, of course.

59
00:03:29,792 --> 00:03:31,376
We're cops from outer space.

60
00:03:31,460 --> 00:03:35,213
Or maybe, we're firemen from Atlantis.

61
00:03:35,297 --> 00:03:38,216
How did you learn about these
Plumbers you think we are?

62
00:03:41,387 --> 00:03:43,347
Everything I know about the Plumbers,

63
00:03:43,431 --> 00:03:45,224
I learned the same way you did...

64
00:03:45,307 --> 00:03:47,225
Ben.

65
00:03:47,309 --> 00:03:48,226
Elena?

66
00:03:48,310 --> 00:03:50,812
No. Way.

67
00:03:50,896 --> 00:03:52,355
Oh, you still remember me.

68
00:03:52,440 --> 00:03:53,232
I'm honored.

69
00:03:53,315 --> 00:03:54,190
KEVIN:
Hello?

70
00:03:54,275 --> 00:03:56,610
Can anyone toss me a clue as to what's going on here?

71
00:03:56,694 --> 00:03:59,363
Kevin, this is Elena Validus.

72
00:03:59,447 --> 00:04:01,699
She's a Plumbers' kid, like us.

73
00:04:01,782 --> 00:04:03,158
Not like you, Gwen.

74
00:04:03,242 --> 00:04:04,660
None of my ancestors were aliens.

75
00:04:04,744 --> 00:04:07,204
I don't have any cool powers to rely on.

76
00:04:07,288 --> 00:04:08,789
We hung out for a while back in the day.

77
00:04:08,873 --> 00:04:10,332
Then Elena's dad quit.

78
00:04:10,416 --> 00:04:11,959
And you moved away

79
00:04:12,042 --> 00:04:13,168
and we haven't heard from you since.

80
00:04:13,252 --> 00:04:14,711
Is that what they told you?

81
00:04:14,795 --> 00:04:16,296
That my dad quit?

82
00:04:16,380 --> 00:04:18,090
Considering that you have more power

83
00:04:18,174 --> 00:04:19,383
than all the Plumbers combined,

84
00:04:19,467 --> 00:04:20,301
you sure don't know much.

85
00:04:20,384 --> 00:04:22,094
Then why don't you tell me?

86
00:04:22,178 --> 00:04:24,054
What's going on? What are you
doing here with these chips?

87
00:04:24,138 --> 00:04:25,180
I'm here to find you.

88
00:04:25,264 --> 00:04:27,307
The Plumbers don't exactly advertise.

89
00:04:27,391 --> 00:04:29,184
I need your help, Ben.

90
00:04:29,268 --> 00:04:31,103
It's my father. He's been abducted.

91
00:04:31,187 --> 00:04:32,897
Call the cops.

92
00:04:32,980 --> 00:04:34,231
They can't help.

93
00:04:34,315 --> 00:04:36,358
His disappearance is connected with these alien chips.

94
00:04:36,442 --> 00:04:37,901
We'll help you find him, Elena.

95
00:04:37,985 --> 00:04:39,403
You're a Plumbers' kid, and a friend.

96
00:04:39,487 --> 00:04:40,321
Am I, Ben?

97
00:04:40,404 --> 00:04:41,488
Really?

98
00:04:41,572 --> 00:04:43,407
Because life's been pretty hard for the last three years,

99
00:04:43,491 --> 00:04:45,868
and I don't recall you ever looking us up.

100
00:04:45,951 --> 00:04:49,245
[ Chips crackling ]

101
00:04:49,330 --> 00:04:50,748
What is that?

102
00:04:50,831 --> 00:04:52,249
Elena?

103
00:04:52,333 --> 00:04:54,335
- I don't know.
- It's a double-cross.

104
00:04:54,418 --> 00:04:55,710
A trap, Ben.

105
00:04:55,795 --> 00:04:58,047
No! I swear it! I just wanted your help!

106
00:04:58,130 --> 00:04:59,548
Don't wanna impose on your little dysfunctions,

107
00:04:59,632 --> 00:05:02,092
SO...

108
00:05:02,176 --> 00:05:05,220
[ crackling and whistling ]

109
00:05:08,682 --> 00:05:12,352
[ All grunting ]

110
00:05:14,230 --> 00:05:16,523
MAN:
Bring them back to us.

111
00:05:19,985 --> 00:05:22,112
Kevin, I think you were right

112
00:05:22,196 --> 00:05:24,364
about these not being ordinary computer chips.

113
00:05:24,448 --> 00:05:26,867
Stay down!

114
00:05:26,951 --> 00:05:31,451
[ Chips buzzing and squeaking ]

115
00:05:40,756 --> 00:05:41,965
Gwen!

116
00:05:48,514 --> 00:05:49,431
GWEN:
Ben!

117
00:05:49,515 --> 00:05:51,767
I don't mean to backseat drive,

118
00:05:51,851 --> 00:05:53,686
but it might be a good time for the Omnitrix.

119
00:05:53,769 --> 00:05:54,936
Not!

120
00:05:55,020 --> 00:05:56,855
I think it's having a meltdown or something.

121
00:05:56,939 --> 00:06:00,317
Don't sweat it, dude. If you can't handle it...

122
00:06:00,401 --> 00:06:02,986
I know someone who can.

123
00:06:04,738 --> 00:06:07,657
What's going on?

124
00:06:07,741 --> 00:06:09,325
They're all, like, freaks or something!

125
00:06:09,410 --> 00:06:12,454
Let's get outta here, man!

126
00:06:13,455 --> 00:06:16,958
[ Tires squeal ]

127
00:06:38,689 --> 00:06:40,399
They're not just chips.

128
00:06:40,482 --> 00:06:43,568
It's some kind of alien nano-technology.

129
00:06:43,652 --> 00:06:45,528
The attack is too organized.

130
00:06:45,613 --> 00:06:47,448
There must be intelligence behind it.

131
00:06:54,496 --> 00:06:55,622
I don't know if he's intelligent,

132
00:06:55,706 --> 00:06:58,792
but I think we found the puppeteer.

133
00:07:00,502 --> 00:07:01,586
That's not good.

134
00:07:01,670 --> 00:07:03,963
Ready or not!

135
00:07:07,718 --> 00:07:10,345
Come on, Spider Monkey.

136
00:07:17,645 --> 00:07:19,772
Big Chill?

137
00:07:19,855 --> 00:07:22,440
That'll work.

138
00:07:26,654 --> 00:07:28,405
[ Grunts ]

139
00:07:28,489 --> 00:07:30,866
Hold on, Gwen!

140
00:07:50,511 --> 00:07:52,554
Are you all right?

141
00:07:52,638 --> 00:07:55,015
Yeah. Thanks.

142
00:07:55,099 --> 00:07:56,683
Who is that guy, Elena?

143
00:07:56,767 --> 00:07:58,226
I don't know.

144
00:07:58,310 --> 00:08:00,729
Then let's find out.

145
00:08:11,699 --> 00:08:12,908
No!

146
00:08:14,535 --> 00:08:16,745
Gwen!

147
00:08:19,581 --> 00:08:21,082
Gwen, are you okay?

148
00:08:21,166 --> 00:08:22,458
Yeah, I'm fine.

149
00:08:22,543 --> 00:08:24,127
Who is that guy?

150
00:08:24,211 --> 00:08:27,839
I think you mean, who was he?

151
00:08:27,923 --> 00:08:29,925
Elena?

152
00:08:30,009 --> 00:08:31,176
If you're looking for your girlfriend,

153
00:08:31,260 --> 00:08:33,595
I think your personal charm was too much for her.

154
00:08:33,679 --> 00:08:35,389
Kevin was right -- she set us up.

155
00:08:35,472 --> 00:08:38,099
Did she?

156
00:08:38,183 --> 00:08:40,727
I'm not so sure.

157
00:08:45,441 --> 00:08:49,903
[ Hip hop music plays ]

158
00:08:58,954 --> 00:09:01,831
BEN:
This whole thing is wrong from top to bottom.

159
00:09:01,915 --> 00:09:04,918
Yeah, starting with that crazy
biker babe girlfriend of yours.

160
00:09:05,002 --> 00:09:06,128
Elena's not my girlfriend, Kevin.

161
00:09:06,211 --> 00:09:07,462
We were, like, 13.

162
00:09:07,546 --> 00:09:08,838
Her story doesn't add up, Ben.

163
00:09:08,922 --> 00:09:10,632
Why sell alien tech on the black market

164
00:09:10,716 --> 00:09:12,467
just to find the Plumbers when
her father used to be one?

165
00:09:12,551 --> 00:09:14,177
She said that something happened to her dad

166
00:09:14,261 --> 00:09:16,471
back when they lived here,
and we weren't told the truth about it.

167
00:09:16,555 --> 00:09:17,847
If that's the case,

168
00:09:17,931 --> 00:09:21,100
Grandpa Max has some serious explaining to do.

169
00:09:22,311 --> 00:09:24,521
MAN:
I'm sorry,

170
00:09:24,605 --> 00:09:26,356
that old girl's gonna need new pistons.

171
00:09:26,440 --> 00:09:27,482
There's no getting around it.

172
00:09:27,566 --> 00:09:29,818
- Hey, Ed.
- Hey, guys.

173
00:09:29,902 --> 00:09:32,613
Gotta grab something out of the back.

174
00:09:32,696 --> 00:09:34,614
Hey, Ben, you going to the game tomorrow?

175
00:09:34,698 --> 00:09:36,449
Uh...

176
00:09:36,533 --> 00:09:37,450
I hope so, Molly.

177
00:09:37,534 --> 00:09:39,577
Just got hit with some serious, uh,

178
00:09:39,661 --> 00:09:42,580
homework.

179
00:09:44,083 --> 00:09:45,167
KEVIN:
You know Benji,

180
00:09:45,250 --> 00:09:48,127
all work and no play.

181
00:09:50,214 --> 00:09:51,256
ED:
Seriously,

182
00:09:51,340 --> 00:09:52,632
look, that's the best I can do for you.

183
00:09:52,716 --> 00:09:55,051
I don't make the price, I just fix the cars.

184
00:09:58,222 --> 00:10:01,308
I don't recognize it, and I really don't like it.

185
00:10:01,391 --> 00:10:02,642
Me neither.

186
00:10:02,726 --> 00:10:03,643
Sooner we get that under the scanner,

187
00:10:03,727 --> 00:10:04,978
the sooner we can hunt down that creep

188
00:10:05,062 --> 00:10:06,688
and his army of flying chips.

189
00:10:06,772 --> 00:10:09,149
You mean the chips your gal pal
illegally had in her possession?

190
00:10:09,233 --> 00:10:12,611
All right, Kev. I think he gets it.

191
00:10:18,200 --> 00:10:20,619
I don't get what you see in him.

192
00:10:28,669 --> 00:10:30,712
System's up.

193
00:10:30,796 --> 00:10:32,464
COMPUTER:
Good afternoon, Ben.

194
00:10:32,548 --> 00:10:34,716
Now activating all partitions.

195
00:10:34,800 --> 00:10:37,636
Ben, did you ask Grandpa Max
if we could use the Comm Center?

196
00:10:37,719 --> 00:10:38,928
You wanna start solving this thing,

197
00:10:39,012 --> 00:10:41,639
or you wanna go looking for a permission slip?

198
00:10:56,822 --> 00:11:00,784
COMPUTER:
Engaging comprehensive interior and exterior scan.

199
00:11:00,868 --> 00:11:04,788
Biological and inorganic matter detected.

200
00:11:04,872 --> 00:11:07,749
Molecular density is inert.

201
00:11:07,833 --> 00:11:11,753
Austenitic, ferritic, and martensitic phase micro structure.

202
00:11:11,837 --> 00:11:14,923
Both organic and inorganic materials.

203
00:11:15,007 --> 00:11:17,634
Gwen, you are a credit to the science club.

204
00:11:17,718 --> 00:11:19,678
I've never seen anything like this.

205
00:11:19,761 --> 00:11:21,220
I mean, it's tech,

206
00:11:21,305 --> 00:11:23,640
but it's also a carbon-silicone based life form.

207
00:11:23,724 --> 00:11:25,976
So they're alive.

208
00:11:26,059 --> 00:11:28,061
Man, I'm liking these less and less.

209
00:11:28,145 --> 00:11:30,105
Well, they were alive, kind of.

210
00:11:30,189 --> 00:11:32,649
Now they're in alien chip heaven.

211
00:11:32,733 --> 00:11:36,069
Let me see if I can trace where they came from.

212
00:11:36,153 --> 00:11:40,653
[ Whizzing ]

213
00:11:41,617 --> 00:11:43,285
They're completely inert.

214
00:11:43,368 --> 00:11:45,119
I can't pick up any energy signature.

215
00:11:45,204 --> 00:11:46,788
What now?

216
00:11:46,872 --> 00:11:49,082
Well, maybe I can jump start an energy pulse,

217
00:11:49,166 --> 00:11:52,043
but it will take forever, and it'll be a total pain in the --

218
00:11:52,127 --> 00:11:54,462
All right, I'll get right on it.

219
00:11:54,546 --> 00:11:56,047
Or, we could just find Elena,

220
00:11:56,131 --> 00:11:57,674
and ask her where they came from.

221
00:11:57,758 --> 00:11:59,676
What makes you think that she would tell you the truth?

222
00:11:59,760 --> 00:12:01,136
She could have set us up.

223
00:12:01,220 --> 00:12:02,429
She's one of us.

224
00:12:02,512 --> 00:12:03,721
She was one of us.

225
00:12:03,805 --> 00:12:05,389
You have no idea who she is now.

226
00:12:05,474 --> 00:12:06,933
You can't trust her.

227
00:12:07,017 --> 00:12:08,518
Evidently I can't trust anyone.

228
00:12:08,602 --> 00:12:09,644
I can't even trust Max.

229
00:12:09,728 --> 00:12:11,271
Trust me to do what?

230
00:12:11,355 --> 00:12:13,815
Hey, Grandpa.

231
00:12:13,899 --> 00:12:16,151
We can't trust you to make soup without putting

232
00:12:16,235 --> 00:12:18,362
baked moths, or lizard gizzards in it.

233
00:12:18,445 --> 00:12:20,572
Hmm.

234
00:12:20,656 --> 00:12:22,866
That sounds like a pretty good combo.

235
00:12:22,950 --> 00:12:25,327
What are you guys doing down here in the hole

236
00:12:25,410 --> 00:12:26,911
on off hours?

237
00:12:26,995 --> 00:12:29,706
Uh, we had a little situation.

238
00:12:29,790 --> 00:12:31,041
COMPUTER:
Commencing scan.

239
00:12:31,124 --> 00:12:33,709
Hey, what's that?

240
00:12:33,794 --> 00:12:35,754
Looks familiar.

241
00:12:35,837 --> 00:12:38,589
I've seen that somewhere before.

242
00:12:38,674 --> 00:12:40,717
You have? Where?

243
00:12:40,801 --> 00:12:42,969
Max, there's something you need to explain --

244
00:12:43,053 --> 00:12:45,764
Unidentified intrusion at entryway three.

245
00:12:45,847 --> 00:12:47,765
Sounds like we've got an uninvited guest.

246
00:12:47,849 --> 00:12:50,601
Kev, punch up a tracker on the complex.

247
00:12:50,686 --> 00:12:52,020
No need.

248
00:12:52,104 --> 00:12:54,022
I've got 'em.

249
00:12:54,106 --> 00:12:55,440
They're in Max's office!

250
00:12:55,524 --> 00:12:58,693
They better not touch my model train set!

251
00:12:58,777 --> 00:13:01,196
I just painted the caboose!

252
00:13:13,417 --> 00:13:16,920
Over here, guys.

253
00:13:17,004 --> 00:13:19,756
Whoever you are, you picked
the wrong place to break into.

254
00:13:19,840 --> 00:13:24,340
You're gonna be one fried, roasted and baked...

255
00:13:24,636 --> 00:13:25,720
babe?

256
00:13:25,804 --> 00:13:28,056
It's okay, Max.

257
00:13:28,140 --> 00:13:29,683
You probably don't recognize her, she's --

258
00:13:29,766 --> 00:13:32,852
It's not okay. It's a Validus.

259
00:13:32,936 --> 00:13:34,479
How'd you get in here?

260
00:13:37,441 --> 00:13:39,359
It's time to get Big Ed some glasses.

261
00:13:39,443 --> 00:13:41,319
Been a long time, Mr. Tennyson.

262
00:13:41,403 --> 00:13:44,072
You shouldn't have come here, Elena.

263
00:13:44,156 --> 00:13:45,740
Max, Elena was the one who set up the sale

264
00:13:45,824 --> 00:13:47,617
of those weird chips.

265
00:13:47,701 --> 00:13:48,535
Of course.

266
00:13:48,618 --> 00:13:50,745
I knew I'd seen those before.

267
00:13:50,829 --> 00:13:52,121
It's time for you to go!

268
00:13:52,205 --> 00:13:54,165
Mr. Tennyson, I had to do that.

269
00:13:54,249 --> 00:13:55,375
I need help, and it was the only way

270
00:13:55,459 --> 00:13:56,334
I could think of to get it.

271
00:13:56,418 --> 00:13:57,502
You know the rules!

272
00:13:57,586 --> 00:13:58,670
It's my father!

273
00:13:58,754 --> 00:14:01,047
He's been kidnapped by whoever,
or whatever made those chips.

274
00:14:01,131 --> 00:14:03,925
I knew that only the Plumbers could help.

275
00:14:04,009 --> 00:14:05,260
Get her outta here!

276
00:14:05,344 --> 00:14:06,803
You're not serious. She needs help.

277
00:14:06,887 --> 00:14:07,971
That's an order!

278
00:14:08,055 --> 00:14:09,306
You heard the man.

279
00:14:09,389 --> 00:14:11,140
I don't know what's going on, but he means it.

280
00:14:11,224 --> 00:14:13,100
Come on, Elena.

281
00:14:13,185 --> 00:14:15,437
Then I'll tell you what's going on, Gwen.

282
00:14:15,520 --> 00:14:17,438
Your sweet old grandpa turned his back on us

283
00:14:17,522 --> 00:14:19,065
three years ago --

284
00:14:19,149 --> 00:14:21,151
Threw us out on the street when we needed his help,

285
00:14:21,234 --> 00:14:22,985
lied to you to cover his tracks.

286
00:14:23,070 --> 00:14:24,863
Now my father is in serious trouble,

287
00:14:24,946 --> 00:14:26,197
and Max still won't help us.

288
00:14:26,281 --> 00:14:27,782
Is that true?

289
00:14:27,866 --> 00:14:28,992
Can't we just talk to her?

290
00:14:29,076 --> 00:14:30,786
No, Ben.

291
00:14:30,869 --> 00:14:34,247
Anything she said would be a lie.

292
00:14:34,331 --> 00:14:36,249
Kevin.

293
00:14:36,333 --> 00:14:38,293
Thanks for the help.

294
00:14:38,377 --> 00:14:40,087
You guys are real heroes.

295
00:14:40,170 --> 00:14:42,213
And, Ben,

296
00:14:42,297 --> 00:14:44,716
thanks for being a real friend.

297
00:14:50,514 --> 00:14:51,890
What's wrong with you?

298
00:14:51,973 --> 00:14:54,016
There's nothing wrong with me,

299
00:14:54,101 --> 00:14:56,728
but there's a lot wrong with her.

300
00:14:56,812 --> 00:14:58,939
She's Victor Validus' daughter.

301
00:14:59,022 --> 00:15:01,482
Okay, I'm sufficiently stumped.

302
00:15:01,566 --> 00:15:04,527
What's going on here?

303
00:15:04,611 --> 00:15:07,113
COMPUTER:
Dr. Victor Emilio Validus.

304
00:15:07,197 --> 00:15:08,781
Plumber I.D...

305
00:15:08,865 --> 00:15:11,909
Victor Validus was the best Plumber I ever trained.

306
00:15:11,993 --> 00:15:15,079
We stopped more than our share of invasions.

307
00:15:15,163 --> 00:15:18,916
I trusted Vic with my life.

308
00:15:19,000 --> 00:15:22,336
I wanted to trust the running of this place to him.

309
00:15:22,421 --> 00:15:25,882
Until he betrayed me.

310
00:15:25,966 --> 00:15:27,550
What?

311
00:15:27,634 --> 00:15:30,887
He was caught stealing alien technology from our vaults.

312
00:15:30,971 --> 00:15:34,766
Tech that he swore he'd protect the earth from.

313
00:15:34,850 --> 00:15:38,061
He was given a dishonorable discharge.

314
00:15:38,145 --> 00:15:39,896
A traitor.

315
00:15:39,980 --> 00:15:41,856
Traitor's daughter's left the building.

316
00:15:41,940 --> 00:15:43,399
What did he steal?

317
00:15:43,483 --> 00:15:46,652
Same stuff Elena was dealing.

318
00:15:46,736 --> 00:15:49,989
You still think she's the girl you know?

319
00:15:50,073 --> 00:15:51,657
She told us the truth about one thing,

320
00:15:51,741 --> 00:15:52,950
you lied to us.

321
00:15:53,034 --> 00:15:54,827
I did that for your own good.

322
00:15:54,911 --> 00:15:56,662
You were too young to understand.

323
00:15:56,746 --> 00:15:57,788
I still don't understand.

324
00:15:57,873 --> 00:15:59,749
You can't judge her by what her father did.

325
00:15:59,833 --> 00:16:01,584
Ben, stay away from her.

326
00:16:01,668 --> 00:16:04,087
The Validus family is blacklisted.

327
00:16:04,171 --> 00:16:07,048
There can be no interaction
between them and the Plumbers.

328
00:16:07,132 --> 00:16:08,842
That's the way you see it.

329
00:16:08,925 --> 00:16:10,509
The way I see it, a friend is in trouble.

330
00:16:10,594 --> 00:16:12,262
And she's the best link we have to those chips

331
00:16:12,345 --> 00:16:13,804
and the freak who's controlling them.

332
00:16:13,889 --> 00:16:15,390
A whole lot more people could end up in trouble

333
00:16:15,474 --> 00:16:16,808
besides Elena and her father.

334
00:16:16,892 --> 00:16:19,269
That's why we are going to analyze those chips

335
00:16:19,352 --> 00:16:22,021
and take care of this crisis by the book!

336
00:16:22,105 --> 00:16:24,273
I am not gonna boot up this whole operation

337
00:16:24,357 --> 00:16:26,942
on the word of that one girl.

338
00:16:27,027 --> 00:16:29,612
Ben.

339
00:16:29,696 --> 00:16:30,947
That is my decision!

340
00:16:31,031 --> 00:16:33,616
Well, it's the wrong decision.

341
00:16:33,700 --> 00:16:36,911
I order you to stay away from her.

342
00:16:38,497 --> 00:16:40,999
Sorry, Max, I'm not following that order.

343
00:16:41,082 --> 00:16:42,458
Ben!

344
00:16:42,542 --> 00:16:44,835
You can't break Plumber ranks!

345
00:16:44,920 --> 00:16:48,506
Max, don't let him do this.

346
00:16:48,590 --> 00:16:50,675
It's not up to me.

347
00:16:50,759 --> 00:16:53,011
He's made his choice.

348
00:16:53,094 --> 00:16:55,763
Kev?

349
00:16:55,847 --> 00:16:58,307
Somebody's gotta stay here and look after the old man.

350
00:16:58,391 --> 00:17:00,226
Kevin! Stop him!

351
00:17:00,310 --> 00:17:01,936
Don't worry.

352
00:17:02,020 --> 00:17:04,605
I can handle myself.

353
00:17:26,628 --> 00:17:27,962
What do you want?

354
00:17:28,046 --> 00:17:30,381
The same thing as you -- I wanna help you find him.

355
00:17:30,465 --> 00:17:32,049
What about your gramps?

356
00:17:32,133 --> 00:17:33,843
Not too thrilled about it.

357
00:17:33,927 --> 00:17:36,471
And you're helping me anyway?

358
00:17:38,139 --> 00:17:40,182
Nice bike.

359
00:17:40,267 --> 00:17:42,310
It's Max's really.

360
00:17:42,394 --> 00:17:44,854
Can't get any more angry with me than he already is.

361
00:17:44,938 --> 00:17:47,857
I'm sorry. That's my fault.

362
00:17:47,941 --> 00:17:49,984
Nah, it's his.

363
00:17:50,068 --> 00:17:51,611
Let's find your dad.

364
00:17:51,695 --> 00:17:53,613
First stop -- wherever you got
your hands on those chips.

365
00:18:09,546 --> 00:18:11,965
Grandpa.

366
00:18:15,927 --> 00:18:18,095
Am I interrupting something?

367
00:18:18,179 --> 00:18:19,597
Find your wayward cousin?

368
00:18:19,681 --> 00:18:21,224
He'll be back --

369
00:18:21,308 --> 00:18:23,476
alone, hopefully.

370
00:18:23,560 --> 00:18:25,311
Yeah, so what's the 411 on those two?

371
00:18:25,395 --> 00:18:29,482
Elena was Ben's first crush.

372
00:18:29,566 --> 00:18:32,193
She was the only girl on his
soccer team in middle school,

373
00:18:32,277 --> 00:18:34,195
and Ben couldn't kick a ball in a straight line

374
00:18:34,279 --> 00:18:35,905
when she was around.

375
00:18:35,989 --> 00:18:39,033
He was really bummed out after she moved away.

376
00:18:39,117 --> 00:18:41,202
Great,

377
00:18:41,286 --> 00:18:42,704
so now it's puppy love.

378
00:18:42,787 --> 00:18:44,330
Cousin Ben's growing up.

379
00:18:44,414 --> 00:18:45,998
It had to happen some time.

380
00:18:46,082 --> 00:18:48,042
Yeah, I'll believe that when I see it.

381
00:18:48,126 --> 00:18:49,585
COMPUTER:
Invalid codec.

382
00:18:49,669 --> 00:18:53,005
Access to mainframe denied.

383
00:18:53,089 --> 00:18:57,259
Kev, what are you doing in Max's office?

384
00:18:57,344 --> 00:19:00,013
I wanted to know what intel
we already had on those chips.

385
00:19:00,096 --> 00:19:01,680
If Validus took them from a vault,

386
00:19:01,765 --> 00:19:03,099
they should be in the system.

387
00:19:03,183 --> 00:19:04,809
And?

388
00:19:04,893 --> 00:19:07,145
All the files are sealed.

389
00:19:07,228 --> 00:19:08,604
Well, then you should just ask Max.

390
00:19:08,688 --> 00:19:10,898
I tried that. He wasn't open to discussion.

391
00:19:10,982 --> 00:19:12,775
So you just came in here

392
00:19:12,859 --> 00:19:15,152
and opened up his personal files?

393
00:19:16,237 --> 00:19:17,696
What did they say?

394
00:19:17,781 --> 00:19:21,075
They're sort of locked.

395
00:19:21,159 --> 00:19:24,162
I could figure out the password?

396
00:19:24,245 --> 00:19:26,872
That would be a huge violation of trust.

397
00:19:26,956 --> 00:19:28,666
And regulations.

398
00:19:28,750 --> 00:19:31,669
Well, I guess Ben is really on his own this time.

399
00:19:31,753 --> 00:19:34,672
I'm sure he'll be fine.

400
00:19:34,756 --> 00:19:37,175
I mean, he's all grown up now and everything.

401
00:19:40,970 --> 00:19:43,973
Break the code.

402
00:19:47,769 --> 00:19:50,229
COMPUTER:
Now implementing search for variable inter nodes

403
00:19:50,313 --> 00:19:53,649
based on random numeric ciphers.

404
00:19:57,862 --> 00:20:00,406
Don't worry.

405
00:20:00,490 --> 00:20:03,701
Yes, yes, our tests are all complete.

406
00:20:03,785 --> 00:20:07,580
Please, we must know. Is it time?

407
00:20:07,664 --> 00:20:09,123
Oh, yeah, pal, it's time.

408
00:20:09,207 --> 00:20:11,167
Time for you to give us your money.

409
00:20:11,251 --> 00:20:13,127
[ Chuckling ]

410
00:20:13,211 --> 00:20:15,963
Hey, we're talking to you, loony toon.

411
00:20:16,047 --> 00:20:18,215
Don't you know this is a bad part of town?

412
00:20:18,299 --> 00:20:20,926
You shouldn't be out here walking all alone.

413
00:20:21,010 --> 00:20:23,095
Alone? We are not alone.

414
00:20:23,179 --> 00:20:25,014
We are never alone.

415
00:20:25,098 --> 00:20:26,974
Your wallet, fool!

416
00:20:27,058 --> 00:20:29,018
We offer you so much more than money.

417
00:20:29,102 --> 00:20:31,229
We offer you a new life!

418
00:20:31,312 --> 00:20:33,272
Join us!

419
00:20:33,356 --> 00:20:36,025
Help us!

420
00:20:36,109 --> 00:20:38,111
Rule with us!

421
00:20:38,194 --> 00:20:41,363
[ Evil laughter ]

422
00:20:41,448 --> 00:20:42,365
[ Both grunting and groaning ]

423
00:20:42,449 --> 00:20:45,118
[ laughter continues ]

424
00:21:46,054 --> 00:21:47,638
My dad started acting really weird

425
00:21:47,722 --> 00:21:49,265
a couple months ago.

426
00:21:49,349 --> 00:21:52,352
I followed him one night to this place.

427
00:21:52,435 --> 00:21:56,355
Well, hanging out around here
certainly classifies as weird.

428
00:21:58,316 --> 00:22:00,318
[ Sighs ]

429
00:22:01,528 --> 00:22:04,113
MAN:
That's a good girl.

430
00:22:04,197 --> 00:22:06,240
Bring him here to us.

431
00:22:06,324 --> 00:22:09,076
He can't help you now.

432
00:22:27,345 --> 00:22:30,431
What was he doing, racing cockroaches?

433
00:22:30,515 --> 00:22:32,391
He has a laboratory set up.

434
00:22:32,475 --> 00:22:34,560
Whatever he was working on,
he didn't want me involved.

435
00:22:34,644 --> 00:22:37,104
Then he stopped coming home at all.

436
00:22:37,188 --> 00:22:39,190
Come on.

437
00:23:11,973 --> 00:23:15,476
To the final staging area.

438
00:23:15,560 --> 00:23:18,354
Take care of our guests.

439
00:23:25,486 --> 00:23:27,446
What was he doing here?

440
00:23:27,530 --> 00:23:29,532
He was studying the chips.

441
00:23:32,785 --> 00:23:34,536
Boy, when your dad takes up a hobby,

442
00:23:34,621 --> 00:23:36,372
he doesn't mess around.

443
00:23:36,456 --> 00:23:38,541
Someone's been here...

444
00:23:38,625 --> 00:23:42,337
taking things.

445
00:23:42,420 --> 00:23:44,505
Or looking for things.

446
00:23:44,589 --> 00:23:46,799
Elena, these notes,

447
00:23:46,883 --> 00:23:48,759
he wasn't studying the chips,

448
00:23:48,843 --> 00:23:50,553
he was upgrading, developing them.

449
00:23:50,637 --> 00:23:53,056
Look at all this. Your dad was crazy.

450
00:23:53,139 --> 00:23:55,015
You're wrong.

451
00:23:55,099 --> 00:23:57,976
He's a brilliant man, he just became
possessed by his work.

452
00:24:00,021 --> 00:24:01,272
Why?

453
00:24:01,356 --> 00:24:03,524
He said these things posed some kind of threat.

454
00:24:03,608 --> 00:24:05,943
The Plumbers didn't believe him, so he took them.

455
00:24:06,027 --> 00:24:08,988
Now they won't lift a finger to help him.

456
00:24:09,072 --> 00:24:09,989
[ Sighs ]

457
00:24:10,073 --> 00:24:13,326
And Max is kind of a stickler
about the Plumber rulebook.

458
00:24:15,578 --> 00:24:19,248
This is where I found those chips in storage canisters.

459
00:24:19,332 --> 00:24:23,044
They were all over the place.

460
00:24:23,127 --> 00:24:25,462
Looks like your dad had business with Ship-It.

461
00:24:25,546 --> 00:24:28,048
You think he could have sent the chips somewhere?

462
00:24:28,132 --> 00:24:32,511
Well, whoever has your dad wanted these chips.

463
00:24:32,595 --> 00:24:35,431
The freak from the drop.

464
00:24:35,515 --> 00:24:37,099
Do you know who that is?

465
00:24:37,183 --> 00:24:38,642
I have no idea.

466
00:24:38,726 --> 00:24:41,019
I just want my father back, Ben.

467
00:24:41,104 --> 00:24:43,147
We'll get him. I promise.

468
00:24:49,696 --> 00:24:53,241
Who are you? What do you want?

469
00:24:53,324 --> 00:24:55,451
We want to help you.

470
00:24:55,535 --> 00:24:58,704
No thanks, we're good. Just browsing.

471
00:24:58,788 --> 00:25:01,999
Whoa, look at their eyes.

472
00:25:02,083 --> 00:25:03,626
It's not just their eyes.

473
00:25:03,710 --> 00:25:06,254
Look, the chips.

474
00:25:06,337 --> 00:25:08,213
They're infected. They're being controlled.

475
00:25:08,297 --> 00:25:10,757
We want you to meet the queen.

476
00:25:10,842 --> 00:25:12,301
And we would love to do that,

477
00:25:12,385 --> 00:25:15,888
but all the bowing and curtsying, I don't think so.

478
00:25:15,972 --> 00:25:18,516
There's too many of 'em, like they were expecting us --

479
00:25:18,599 --> 00:25:20,642
like this is a trap.

480
00:25:20,727 --> 00:25:22,228
No, I swear it!

481
00:25:22,311 --> 00:25:25,564
Looks like we could use some help.

482
00:25:25,648 --> 00:25:29,902
From a static squiggly blob? Not good.

483
00:25:29,986 --> 00:25:32,154
Fire escape! Run!

484
00:25:34,490 --> 00:25:35,908
Ben!

485
00:25:35,992 --> 00:25:36,784
[ Grunts ]

486
00:25:36,868 --> 00:25:38,578
Whoa!

487
00:25:47,003 --> 00:25:48,337
ELENA:
No!

488
00:25:48,421 --> 00:25:49,547
What do we do?

489
00:25:49,630 --> 00:25:51,632
Okay, I think I got it.

490
00:25:51,716 --> 00:25:53,342
So if these chips are actually alive,

491
00:25:53,426 --> 00:25:55,136
like some form of techno-organic interface,

492
00:25:55,219 --> 00:25:57,262
then the watch must be in overdrive to scan 'em.

493
00:25:57,346 --> 00:25:59,598
Can we have this pop quiz another time?

494
00:25:59,682 --> 00:26:01,600
Maybe I can redirect the scan back at the chips,

495
00:26:01,684 --> 00:26:03,560
if I can just boost the power.

496
00:26:03,644 --> 00:26:06,605
I got it!

497
00:26:06,689 --> 00:26:08,524
[ Grunts ]

498
00:26:08,608 --> 00:26:10,735
Hey, not bad.

499
00:26:10,818 --> 00:26:13,195
Not great, either. Come on, let's go!

500
00:26:28,878 --> 00:26:31,630
Elena, get on!

501
00:26:48,940 --> 00:26:50,566
Thanks.

502
00:26:50,650 --> 00:26:52,652
You're pretty good on this thing.

503
00:26:52,735 --> 00:26:54,778
And you can hold your own in a fight.

504
00:26:54,862 --> 00:26:56,697
So what do we do now?

505
00:26:56,781 --> 00:26:58,783
Visit the shipment center and find
out what your dad was up to.

506
00:26:58,866 --> 00:27:00,617
Maybe even find your dad.

507
00:27:00,701 --> 00:27:02,661
Whatever he sent is long gone now.

508
00:27:02,745 --> 00:27:05,164
You sure about that?

509
00:27:05,248 --> 00:27:07,124
This was dated today.

510
00:27:07,208 --> 00:27:08,834
I thought you said he's been missing for weeks.

511
00:27:08,918 --> 00:27:10,586
He has.

512
00:27:10,670 --> 00:27:13,047
You believe me, don't you?

513
00:27:13,131 --> 00:27:15,758
I believe...

514
00:27:15,842 --> 00:27:18,594
we'll find something at the Ship-It.

515
00:27:20,346 --> 00:27:22,848
Who were you gonna sell the chips to, Victor?

516
00:27:22,932 --> 00:27:24,767
I keep telling you...

517
00:27:24,851 --> 00:27:27,937
I had to take them. It was for research.

518
00:27:28,020 --> 00:27:30,772
Those chips, they're a threat.

519
00:27:30,857 --> 00:27:32,692
They're planning something.

520
00:27:32,775 --> 00:27:35,235
MAX:
That is a lie! They're dead!

521
00:27:35,319 --> 00:27:37,821
The lab boys said they're nothing but alien tech,

522
00:27:37,905 --> 00:27:41,033
no threat at all.

523
00:27:41,117 --> 00:27:41,992
Who's your buyer?

524
00:27:42,076 --> 00:27:43,994
The hive, they want us!

525
00:27:44,078 --> 00:27:45,913
They're coming for us, Max!

526
00:27:45,997 --> 00:27:47,623
They're coming for us all!

527
00:27:47,707 --> 00:27:49,709
I'm telling you the truth, Max!

528
00:27:49,792 --> 00:27:52,669
You're gonna have to do better than that, Victor.

529
00:27:52,753 --> 00:27:55,797
I know you.

530
00:27:55,882 --> 00:27:59,093
Gramps has a great bedside manner there, Gwen.

531
00:27:59,177 --> 00:28:01,637
Validus was like, his prized pupil.

532
00:28:01,721 --> 00:28:04,306
I think Max really felt his betrayal.

533
00:28:04,390 --> 00:28:07,726
I wonder if...

534
00:28:07,810 --> 00:28:09,019
You think Max's getting stabbed in the back

535
00:28:09,103 --> 00:28:11,313
is keeping him from seeing straight?

536
00:28:11,397 --> 00:28:12,648
That would make...

537
00:28:12,732 --> 00:28:14,316
Ben right.

538
00:28:14,400 --> 00:28:16,819
And that's a scary thought.

539
00:28:16,903 --> 00:28:18,279
And not just because I hate it when he's right.

540
00:28:18,362 --> 00:28:21,114
So, what if this loony isn't so loony?

541
00:28:21,199 --> 00:28:23,618
What if the chips weren't dead?

542
00:28:23,701 --> 00:28:26,537
Like, some kind of species of insects

543
00:28:26,621 --> 00:28:29,457
that can remain dormant for decades.

544
00:28:29,540 --> 00:28:32,000
I learned that from watching The Science Channel.

545
00:28:32,084 --> 00:28:34,252
Your depth of knowledge astounds.

546
00:28:34,337 --> 00:28:38,090
COMPUTER: Now commencing thermal
and spatial analysis of all targets.

547
00:28:38,174 --> 00:28:40,467
Have any luck getting a trace on their energy signature?

548
00:28:40,551 --> 00:28:42,594
Your wish was my...

549
00:28:42,678 --> 00:28:45,013
headache inducing project.

550
00:28:45,097 --> 00:28:47,599
COMPUTER:
Targets identified.

551
00:28:47,683 --> 00:28:50,936
Absolute locations displayed in a radial curve,

552
00:28:51,020 --> 00:28:53,439
commencing at 38 degrees latitude...

553
00:28:53,522 --> 00:28:55,524
The chips are showing up in a 100-mile radius.

554
00:28:55,608 --> 00:28:59,278
96 degrees longitude.

555
00:28:59,362 --> 00:29:01,739
Kevin! You did it!

556
00:29:03,991 --> 00:29:05,659
The cheek?

557
00:29:05,743 --> 00:29:07,244
I find all the big bad alien chips,

558
00:29:07,328 --> 00:29:09,747
and all I get is a kiss on the cheek?

559
00:29:09,830 --> 00:29:12,207
Greatest concentration of chips...

560
00:29:12,291 --> 00:29:15,544
is clustered here.

561
00:29:15,628 --> 00:29:18,839
It's the Ship-It distribution center.

562
00:29:18,923 --> 00:29:21,967
It's only about an hour from here.

563
00:29:22,051 --> 00:29:24,261
Are you thinking what I'm thinking?

564
00:29:24,345 --> 00:29:26,138
That we're going against orders

565
00:29:26,222 --> 00:29:27,806
and are no better than Ben.

566
00:29:27,890 --> 00:29:31,602
You had to mention it.

567
00:29:31,686 --> 00:29:36,186
COMPUTER:
Destination at absolute distance of 49.87 miles.

568
00:29:42,905 --> 00:29:44,489
Come on, it's open.

569
00:29:44,573 --> 00:29:45,490
It's open, huh?

570
00:29:45,574 --> 00:29:47,492
It's open now.

571
00:29:53,499 --> 00:29:57,002
Remind me why we drove all the way out here again.

572
00:30:18,107 --> 00:30:20,609
They were here, Kev. We're too late.

573
00:30:27,825 --> 00:30:29,827
Yeah.

574
00:30:29,910 --> 00:30:32,621
That's what I get, too.

575
00:30:38,544 --> 00:30:41,588
And there's, like, nothing here anymore.

576
00:30:41,672 --> 00:30:43,757
There's something.

577
00:30:43,841 --> 00:30:46,552
Let's check it out.

578
00:30:50,014 --> 00:30:52,474
London, Paris, Shanghai.

579
00:30:52,558 --> 00:30:54,351
These orders originated from this location,

580
00:30:54,435 --> 00:30:56,145
and are headed all over the world.

581
00:30:56,228 --> 00:30:57,187
Literally.

582
00:30:57,271 --> 00:30:59,815
Air, sea, by every means, they have.

583
00:30:59,899 --> 00:31:03,402
Must be thousands of crate orders.

584
00:31:03,486 --> 00:31:06,197
Maybe 100,000.

585
00:31:06,280 --> 00:31:10,450
Kevin, what do you think it means?

586
00:31:10,534 --> 00:31:12,452
It means we're at least one step behind

587
00:31:12,536 --> 00:31:14,704
something disturbingly huge.

588
00:31:14,789 --> 00:31:16,832
MAN:
May I help you?

589
00:31:16,916 --> 00:31:19,418
Um, hi, we just had a few questions.

590
00:31:19,502 --> 00:31:21,962
Ship-It is closed right now.

591
00:31:22,046 --> 00:31:24,757
Please return during regular business hours.

592
00:31:24,840 --> 00:31:27,175
And what are you doing here in the dark?

593
00:31:27,259 --> 00:31:29,761
We are workers. We live to obey.

594
00:31:29,845 --> 00:31:32,931
Well, you must be employee of the month.

595
00:31:35,017 --> 00:31:37,477
Look, Mister, we just need to take
some of these documents

596
00:31:37,561 --> 00:31:39,646
for a little school project.

597
00:31:39,730 --> 00:31:41,481
I'll bring 'em right back after we turn in our report.

598
00:31:41,565 --> 00:31:42,357
Okay?

599
00:31:42,441 --> 00:31:45,819
No, you will remain. You will join us.

600
00:31:45,903 --> 00:31:48,822
I'm gonna have to insist.

601
00:31:48,906 --> 00:31:50,824
Your desires are irrelevant.

602
00:31:50,908 --> 00:31:53,410
The queen's will supersedes all.

603
00:31:53,494 --> 00:31:56,914
Well, tell your queen to supersede this.

604
00:32:14,807 --> 00:32:17,935
What's that weirdo doing?

605
00:32:20,729 --> 00:32:22,188
Don't know.

606
00:32:22,273 --> 00:32:24,066
Praying to the great god of bubble wrap?

607
00:32:24,150 --> 00:32:27,069
Kevin!

608
00:32:27,153 --> 00:32:29,822
Okay, these chips are now officially an issue.

609
00:32:29,905 --> 00:32:31,364
That's new.

610
00:32:31,449 --> 00:32:33,075
They couldn't form solid shapes before.

611
00:32:33,159 --> 00:32:35,536
Could the chips be learning?

612
00:32:37,163 --> 00:32:39,081
Come on, not the glass! That's custom!

613
00:32:39,165 --> 00:32:43,294
Let's get out of here!

614
00:32:43,377 --> 00:32:45,921
Thank you for using Ship-It.

615
00:32:56,015 --> 00:32:58,642
You should teach a driving class.

616
00:32:58,726 --> 00:33:01,729
Defensive drivers are the safest drivers.

617
00:33:10,821 --> 00:33:14,991
Looks like we have company.

618
00:33:15,075 --> 00:33:18,787
[ Engine revs |

619
00:33:25,419 --> 00:33:27,629
I think they're getting smarter.

620
00:33:27,713 --> 00:33:30,590
Then so will we.

621
00:33:59,078 --> 00:34:03,040
Okay, so we gotta get smarter and faster.

622
00:34:24,478 --> 00:34:25,854
Watch out!

623
00:34:34,446 --> 00:34:37,490
The Ship-It office is right up over here.

624
00:34:37,575 --> 00:34:38,993
[ Engine roars in distance ]

625
00:34:39,076 --> 00:34:41,453
What was that?

626
00:34:41,537 --> 00:34:44,039
The most obnoxious muscle car in the world.

627
00:34:44,123 --> 00:34:46,250
We're taking a detour.

628
00:34:56,260 --> 00:34:57,719
I can't lose 'em!

629
00:35:05,185 --> 00:35:07,854
Kevin, no!

630
00:35:09,315 --> 00:35:11,483
Hang on!

631
00:35:30,836 --> 00:35:32,921
[ Coughs |

632
00:35:43,974 --> 00:35:45,809
Are you okay?

633
00:35:45,893 --> 00:35:47,644
Yeah.

634
00:35:47,728 --> 00:35:49,479
It hurts when I laugh,

635
00:35:49,563 --> 00:35:52,190
but I don't think that'll be a problem.

636
00:35:52,274 --> 00:35:54,901
I don't know who's behind all this,

637
00:35:54,985 --> 00:35:57,904
but they're gonna fix my car!

638
00:36:07,539 --> 00:36:08,790
You think they gave up?

639
00:36:08,874 --> 00:36:12,002
I don't know.

640
00:36:12,086 --> 00:36:14,296
Maybe they just wanted to scare us.

641
00:36:14,380 --> 00:36:16,882
[ Metal creaking ]

642
00:36:16,965 --> 00:36:19,467
Well, they succeeded.

643
00:37:02,720 --> 00:37:05,180
[ Roars ]

644
00:37:09,435 --> 00:37:10,894
Nice timing.

645
00:37:27,286 --> 00:37:29,913
That's kinda whatev.

646
00:37:30,914 --> 00:37:33,207
That's kind of a nightmare.

647
00:38:05,991 --> 00:38:07,826
It's got Humongousaur!

648
00:38:07,910 --> 00:38:10,203
I wouldn't count on it.

649
00:38:17,377 --> 00:38:19,879
Oh, no.

650
00:38:19,963 --> 00:38:23,383
Don't do what I think you're gonna do.

651
00:38:31,266 --> 00:38:33,309
[ Roars ]

652
00:38:37,856 --> 00:38:41,109
[ Panting ]

653
00:38:46,782 --> 00:38:48,742
That was so cool.

654
00:38:48,826 --> 00:38:50,369
Are you okay, Ben?

655
00:38:50,452 --> 00:38:51,286
You destroyed my car!

656
00:38:51,370 --> 00:38:52,579
What were you doing here?

657
00:38:52,663 --> 00:38:54,915
Well, I had a sudden urge to ship something overnight,

658
00:38:54,998 --> 00:38:57,291
and suddenly we're up to our
neck in your girlfriend's chips.

659
00:38:57,376 --> 00:38:59,419
And that's right about the time you came along

660
00:38:59,503 --> 00:39:02,088
and annihilated my car!

661
00:39:02,172 --> 00:39:04,382
Those chips aren't mine! I was trying to warn you!

662
00:39:04,466 --> 00:39:06,009
Thanks.

663
00:39:06,093 --> 00:39:08,053
I'll consider myself warned.

664
00:39:08,136 --> 00:39:09,679
They're more than just autonomous tech.

665
00:39:09,763 --> 00:39:12,140
We found a hive of them at the Ship-It office,

666
00:39:12,224 --> 00:39:15,518
and they've infected the clerk -- absorbed him.

667
00:39:15,602 --> 00:39:17,478
Yeah, we just ran into his extended family

668
00:39:17,563 --> 00:39:18,730
and they wanted to adopt us.

669
00:39:18,814 --> 00:39:20,273
No kidding.

670
00:39:20,357 --> 00:39:22,984
They must have analyzed the threat and evolved.

671
00:39:23,068 --> 00:39:25,111
They're clearly a highly adaptive species.

672
00:39:25,195 --> 00:39:28,364
And it looks like they still have some life left in them.

673
00:39:28,448 --> 00:39:30,283
We've gotta get some of these active chips

674
00:39:30,367 --> 00:39:31,701
back to the lab right away.

675
00:39:31,785 --> 00:39:33,995
Maybe they'll give us a clue about
what happened to my father.

676
00:39:34,079 --> 00:39:35,789
Maybe we'll give you a call

677
00:39:35,873 --> 00:39:37,749
because you're not coming with us.

678
00:39:37,833 --> 00:39:39,709
You're trouble in a jug.

679
00:39:39,793 --> 00:39:41,920
Oh, I'm coming with you, all right.

680
00:39:42,004 --> 00:39:44,548
Ben, didn't Elena just lead you into a nest

681
00:39:44,631 --> 00:39:47,008
of techno-organic zombies?

682
00:39:47,092 --> 00:39:48,760
She's coming.

683
00:39:48,844 --> 00:39:50,804
One -- she's in too much danger on her own now.

684
00:39:50,888 --> 00:39:53,265
And two...

685
00:39:53,348 --> 00:39:55,558
I trust her.

686
00:39:58,645 --> 00:40:00,772
Speaking of which.

687
00:40:03,609 --> 00:40:06,528
What's that?

688
00:40:06,612 --> 00:40:09,698
A quick and trustworthy cab service.

689
00:40:09,781 --> 00:40:12,575
[ Scoffs ]

690
00:40:17,080 --> 00:40:19,832
MAN:
This is an all-point alert from field operative 219.

691
00:40:19,917 --> 00:40:22,586
Escalating incidents of an unidentifiable nature,

692
00:40:22,669 --> 00:40:24,253
presumed alien.

693
00:40:24,338 --> 00:40:25,589
Request immediate assistance.

694
00:40:25,672 --> 00:40:28,633
[ Man speaking German ]

695
00:40:30,969 --> 00:40:34,430
[ Woman speaking French ]

696
00:40:34,514 --> 00:40:38,976
[ Speaking foreign language |

697
00:40:39,061 --> 00:40:41,313
Where in the Sam Hill has everybody been?

698
00:40:41,396 --> 00:40:43,398
I'm getting reports on alien activity

699
00:40:43,482 --> 00:40:46,359
from installed Plumbers all over the globe!

700
00:40:46,443 --> 00:40:47,569
Max, I--

701
00:40:47,653 --> 00:40:49,571
We can settle our problems later.

702
00:40:49,655 --> 00:40:51,865
And she stays in the brig.

703
00:40:51,949 --> 00:40:54,493
It's the chips -- Validus' chips.

704
00:40:54,576 --> 00:40:56,536
She told you that?

705
00:40:56,620 --> 00:40:57,912
It's true.

706
00:40:57,996 --> 00:40:59,914
The chips Validus stole have become active.

707
00:40:59,998 --> 00:41:03,001
Very active.

708
00:41:07,756 --> 00:41:11,968
These things were nothing more
than extraterrestrial hardware.

709
00:41:12,052 --> 00:41:13,720
This is impossible.

710
00:41:13,804 --> 00:41:15,597
BEN:
They also have a nasty habit of burrowing into people

711
00:41:15,681 --> 00:41:17,349
and taking over their minds.

712
00:41:17,432 --> 00:41:20,017
They have an unusual energy signature.

713
00:41:20,102 --> 00:41:21,895
Can you use that to pinpoint it?

714
00:41:21,979 --> 00:41:23,522
Already done.

715
00:41:23,605 --> 00:41:25,315
COMPUTER:
Targets reanalyzed.

716
00:41:25,399 --> 00:41:28,151
Absolute locations appear in a radial curve.

717
00:41:28,235 --> 00:41:30,904
Target is experiencing exponential growth

718
00:41:30,988 --> 00:41:33,615
at an absolute rate of 10,000 to 1

719
00:41:33,699 --> 00:41:35,409
on an ascendant curve.

720
00:41:35,492 --> 00:41:38,995
That's no 100-mile radius.

721
00:41:39,079 --> 00:41:40,288
Millions of 'em.

722
00:41:40,372 --> 00:41:42,582
And spreading at an increasing rate.

723
00:41:42,666 --> 00:41:44,459
So in other words, they are a threat,

724
00:41:44,543 --> 00:41:46,628
just like my father said.

725
00:41:46,712 --> 00:41:48,839
Those things were not alive three years ago.

726
00:41:48,922 --> 00:41:51,716
Your father's tinkering probably activated 'em somehow.

727
00:41:51,800 --> 00:41:53,843
Now they're a threat to the entire world.

728
00:41:53,927 --> 00:41:55,637
You're wrong. They were hibernating.

729
00:41:55,721 --> 00:41:57,305
Just ask your know-it-all granddaughter.

730
00:41:57,389 --> 00:41:59,015
Knock it off, both of you.

731
00:41:59,099 --> 00:42:02,644
Let's work on a solution, not blame.

732
00:42:02,728 --> 00:42:06,022
Well...

733
00:42:06,106 --> 00:42:08,274
at least we know where they are.

734
00:42:08,358 --> 00:42:09,609
Well, what are we waiting for,

735
00:42:09,693 --> 00:42:11,611
let's start shooting.

736
00:42:11,695 --> 00:42:14,072
What about the people who are already infected?

737
00:42:14,156 --> 00:42:16,533
If it's between me and a Ship-It clerk,

738
00:42:16,616 --> 00:42:18,159
I'm gonna pick me.

739
00:42:18,243 --> 00:42:20,870
No, Kev, there's gotta be another way.

740
00:42:21,997 --> 00:42:23,790
- The queen.
- What?

741
00:42:23,874 --> 00:42:24,833
That's right.

742
00:42:24,916 --> 00:42:27,668
The infected people, they all went on about their queen.

743
00:42:27,753 --> 00:42:31,173
You mean a queen like in an insect colony?

744
00:42:31,256 --> 00:42:34,175
In a beehive or anthill, there's only one queen.

745
00:42:34,259 --> 00:42:36,552
She lays all the eggs, produces all the offspring,

746
00:42:36,636 --> 00:42:39,013
and tells everybody what to do.

747
00:42:40,140 --> 00:42:42,809
The Science Channel.

748
00:42:42,893 --> 00:42:44,936
How do you destroy a hive?

749
00:42:45,020 --> 00:42:47,689
Remove the queen, the bees disband.

750
00:42:47,773 --> 00:42:50,150
The queen dies, the hive dies.

751
00:42:50,233 --> 00:42:54,320
We have to find the queen.

752
00:42:54,404 --> 00:42:56,489
All right, people, nobody sleeps tonight.

753
00:42:56,573 --> 00:42:59,576
I'm gonna dissect these chips
to see what they're made of.

754
00:42:59,659 --> 00:43:00,493
Kevin, we need to find

755
00:43:00,577 --> 00:43:02,579
a more effective way around those drones.

756
00:43:02,662 --> 00:43:05,581
Gwen, find a way to disrupt the connection

757
00:43:05,665 --> 00:43:08,250
between those things and their human host.

758
00:43:08,335 --> 00:43:10,879
Ben, they're 100 million chips out there.

759
00:43:10,962 --> 00:43:13,089
Gonna be like finding a needle in a haystack

760
00:43:13,173 --> 00:43:15,675
to find the queen in there, but get on it.

761
00:43:15,759 --> 00:43:18,386
Now, Elena, since you're here,

762
00:43:18,470 --> 00:43:20,430
you'll help too.

763
00:43:20,514 --> 00:43:23,725
I don't want her going two feet without an escort.

764
00:43:32,234 --> 00:43:36,613
Okay, people, let's move!

765
00:43:36,696 --> 00:43:40,574
COMPUTER:
[ INDISTINCT ]

766
00:43:40,659 --> 00:43:45,159
My calculations recommend point-specific analysis

767
00:43:45,413 --> 00:43:48,416
gradient to regional demographics

768
00:43:48,500 --> 00:43:51,753
as related to current geographic coordinates.

769
00:43:51,837 --> 00:43:54,756
Now commencing thermal and spatial analysis

770
00:43:54,840 --> 00:43:56,299
of all targets.

771
00:43:56,383 --> 00:43:59,844
Duration...

772
00:44:03,598 --> 00:44:06,058
[ snoring ]

773
00:44:17,154 --> 00:44:18,655
Gwen, why don't you get some shut-eye?

774
00:44:18,738 --> 00:44:21,532
We need that brain of yours working if things get hot.

775
00:44:21,616 --> 00:44:23,659
Just for a few minutes.

776
00:44:23,743 --> 00:44:26,537
And you'd better wake me up.

777
00:44:28,915 --> 00:44:30,833
You too, get some rest.

778
00:44:30,917 --> 00:44:32,793
No chance.

779
00:44:32,878 --> 00:44:34,671
I'll sleep when my dad is home safe and sound.

780
00:44:34,754 --> 00:44:36,756
Suit yourself.

781
00:44:41,428 --> 00:44:43,221
Thanks, Ben...

782
00:44:43,305 --> 00:44:45,974
for taking the risk to help me,

783
00:44:46,057 --> 00:44:48,893
for going up against the team.

784
00:44:48,977 --> 00:44:50,812
Just like old times, right.

785
00:44:50,896 --> 00:44:52,647
The guys didn't want you on the soccer team

786
00:44:52,731 --> 00:44:54,649
and I stood up to them for you to join.

787
00:44:54,733 --> 00:44:57,402
You ended up being our MVP.

788
00:44:57,485 --> 00:45:00,196
You're not doing this for old times' sake.

789
00:45:00,280 --> 00:45:02,907
No, I'm doing it because I know what it's like

790
00:45:02,991 --> 00:45:04,909
to be on your own

791
00:45:04,993 --> 00:45:08,705
in a tough situation you never chose to be in.

792
00:45:08,788 --> 00:45:11,248
I didn't ask to get stuck with this.

793
00:45:11,333 --> 00:45:13,710
It just happened.

794
00:45:13,793 --> 00:45:17,922
And no one who isn't me knows how that feels.

795
00:45:18,006 --> 00:45:20,758
I think I do.

796
00:45:32,312 --> 00:45:34,981
Max, we need help with a map analysis.

797
00:45:41,821 --> 00:45:43,739
Max?

798
00:45:48,745 --> 00:45:50,663
Snap out of it, Max! It's Ben!

799
00:45:50,747 --> 00:45:53,374
Ben, stop! Max!

800
00:45:53,458 --> 00:45:55,710
We have to restrain him, but be careful not to --

801
00:45:55,794 --> 00:45:59,798
[ grunts ]

802
00:45:59,881 --> 00:46:03,259
Hurt him.

803
00:46:03,343 --> 00:46:04,552
What?

804
00:46:04,636 --> 00:46:07,472
He's restrained.

805
00:46:10,475 --> 00:46:13,769
Max, are you okay?

806
00:46:13,853 --> 00:46:15,980
We're fine.

807
00:46:16,064 --> 00:46:18,357
Never better.

808
00:46:18,441 --> 00:46:21,777
Why are you all looking at us like that?

809
00:46:21,861 --> 00:46:24,738
We're great.

810
00:46:24,823 --> 00:46:26,366
We're happy.

811
00:46:26,449 --> 00:46:29,660
We're going to colonize earth.

812
00:46:29,744 --> 00:46:31,746
He usually has a lot of odd jobs for us.

813
00:46:31,830 --> 00:46:33,748
But that one's new.

814
00:46:33,832 --> 00:46:34,791
Grand pal!

815
00:46:34,874 --> 00:46:36,542
Fight it, Max! Come on!

816
00:46:36,626 --> 00:46:38,836
You can't stop what's coming.

817
00:46:38,920 --> 00:46:43,420
The Plumbers are finished.

818
00:46:43,550 --> 00:46:46,928
Mankind is finished.

819
00:46:47,012 --> 00:46:48,179
[ Coughing ]

820
00:46:48,263 --> 00:46:50,223
Max!

821
00:46:50,307 --> 00:46:52,892
Max!

822
00:46:53,893 --> 00:46:56,854
Where did he go?

823
00:46:59,149 --> 00:47:00,942
No one knows these tunnels like Max.

824
00:47:01,026 --> 00:47:02,068
He's long gone.

825
00:47:02,152 --> 00:47:03,528
Now what?

826
00:47:03,611 --> 00:47:05,613
Like it or not, he usually tells us what to do.

827
00:47:05,697 --> 00:47:06,823
We need him.

828
00:47:06,906 --> 00:47:09,450
No, we don't. He needs us.

829
00:47:09,534 --> 00:47:11,536
We have to find the queen and stop her.

830
00:47:11,619 --> 00:47:13,996
Helping Max is gonna be the least of our problems.

831
00:47:14,080 --> 00:47:15,331
Wherever the alien queen is,

832
00:47:15,415 --> 00:47:17,291
that's where we'll find your father and Max.

833
00:47:17,375 --> 00:47:19,210
We stop her, we stop the spread of these chips.

834
00:47:19,294 --> 00:47:22,005
And just how do you suggest we do that?

835
00:47:25,300 --> 00:47:27,218
COMPUTER:
Current geographic coordinates.

836
00:47:27,302 --> 00:47:29,887
Does anything seem weird to you guys about this map?

837
00:47:29,971 --> 00:47:31,764
KEVIN:
Color choices are a bit drab.

838
00:47:31,848 --> 00:47:34,934
Try sea foam blue.

839
00:47:35,018 --> 00:47:36,769
Check out the concentration of the chips --

840
00:47:36,853 --> 00:47:38,479
London, New York, Paris,

841
00:47:38,563 --> 00:47:39,730
Munich,

842
00:47:39,814 --> 00:47:40,940
and central Missouri?

843
00:47:41,024 --> 00:47:42,442
There are millions of people in all those cities,

844
00:47:42,525 --> 00:47:44,360
but that part of Missouri is...

845
00:47:44,444 --> 00:47:45,903
The middle of nowhere.

846
00:47:45,987 --> 00:47:48,364
It's barely a town.

847
00:47:48,448 --> 00:47:51,117
The only thing in Barren Rock is...

848
00:47:51,201 --> 00:47:55,079
The world distribution center for Ship-It.

849
00:47:56,623 --> 00:47:58,082
Right!

850
00:47:58,166 --> 00:47:59,834
Those shipments from the local hub would have been

851
00:47:59,918 --> 00:48:01,920
the first wave of sentry soldiers.

852
00:48:02,003 --> 00:48:04,630
Now we're talking total immersion.

853
00:48:04,714 --> 00:48:05,881
And they need a big enough base

854
00:48:05,965 --> 00:48:07,967
to spread that many chips across the entire planet.

855
00:48:08,051 --> 00:48:11,888
Come on, they're taking over
the world by 24-hour shipping?

856
00:48:11,971 --> 00:48:13,555
What's your brilliant theory?

857
00:48:13,640 --> 00:48:15,975
Look, I think that's where the chips

858
00:48:16,059 --> 00:48:18,561
are being manufactured and distributed.

859
00:48:18,645 --> 00:48:21,147
And that's where we'll find the queen.

860
00:48:21,231 --> 00:48:22,899
Sounds like we're in for a road trip.

861
00:48:22,982 --> 00:48:26,485
What do you mean, "we"?

862
00:48:26,569 --> 00:48:29,113
Fine, she's coming.

863
00:48:29,197 --> 00:48:33,034
Now we just have to figure out how...

864
00:48:33,118 --> 00:48:36,454
with Kev's car out of commission.

865
00:48:39,958 --> 00:48:42,043
Kev made this for your birthday present.

866
00:48:42,127 --> 00:48:43,878
My birthday was two months ago.

867
00:48:43,962 --> 00:48:46,506
You can't rush genius.

868
00:48:50,260 --> 00:48:52,095
Oh, my gosh, Kevin.

869
00:48:52,178 --> 00:48:53,762
It's beautiful!

870
00:48:53,847 --> 00:48:54,973
"She."

871
00:48:55,056 --> 00:48:55,931
She's beautiful.

872
00:48:56,015 --> 00:48:58,475
You call a car a "she."

873
00:48:58,560 --> 00:49:00,520
And you're right.

874
00:49:00,603 --> 00:49:02,479
Don't be jealous,

875
00:49:02,564 --> 00:49:05,483
you've got some good qualities, too.

876
00:49:05,567 --> 00:49:06,985
A car.

877
00:49:07,068 --> 00:49:09,028
Your friend built you a car.

878
00:49:09,112 --> 00:49:11,656
Well, the weapons and defense
systems aren't online yet,

879
00:49:11,739 --> 00:49:13,240
but she'll run.

880
00:49:13,324 --> 00:49:16,952
Yeah, the fact is, she'll pretty much
eat anything in her path.

881
00:49:17,036 --> 00:49:18,495
I don't know what to say.

882
00:49:18,580 --> 00:49:20,039
I can't wait to test her out.

883
00:49:20,123 --> 00:49:21,165
Oh, you're not driving.

884
00:49:21,249 --> 00:49:23,042
I said I was going to give you the car.

885
00:49:23,126 --> 00:49:25,545
That was before you bailed out on the team.

886
00:49:25,628 --> 00:49:26,712
I'm keeping her.

887
00:49:26,796 --> 00:49:29,924
- Oh, I'm driving.
- How do you figure?

888
00:49:30,008 --> 00:49:33,428
Humongousaur would be happy
to throw the car to Missouri.

889
00:49:58,745 --> 00:50:01,789
I like it.

890
00:50:01,873 --> 00:50:04,125
I'm thrilled.

891
00:50:19,057 --> 00:50:20,975
Missouri in February --

892
00:50:21,059 --> 00:50:23,811
a dream vacation, only 40 degrees colder.

893
00:50:27,815 --> 00:50:30,359
BEN:
Let me get a closer look.

894
00:50:34,030 --> 00:50:36,407
It's like a small army --

895
00:50:36,491 --> 00:50:39,076
or not so small.

896
00:50:39,160 --> 00:50:41,871
Check it out.

897
00:50:41,955 --> 00:50:46,042
We're gonna be fighting some serious odds down there.

898
00:50:46,125 --> 00:50:48,127
The people...

899
00:50:48,211 --> 00:50:51,005
they're all infected.

900
00:50:57,178 --> 00:50:58,179
Oops.

901
00:50:58,263 --> 00:51:00,556
That's coming out of your zombie paycheck.

902
00:51:00,640 --> 00:51:03,684
All those crates are filled with chips.

903
00:51:03,768 --> 00:51:06,103
God, there must be millions.

904
00:51:06,187 --> 00:51:08,063
Probably six billion.

905
00:51:08,147 --> 00:51:10,566
That's how many people there are on earth.

906
00:51:10,650 --> 00:51:13,152
Okay, let's get inside.

907
00:51:28,876 --> 00:51:31,253
Looks like that's where we wanna be,

908
00:51:31,337 --> 00:51:33,213
right in there.

909
00:51:34,215 --> 00:51:36,717
Oh, no! Grandpa!

910
00:51:36,801 --> 00:51:38,052
Gwen, no.

911
00:51:38,136 --> 00:51:40,638
If he sees us, he'll alert the others we don't belong here.

912
00:51:40,722 --> 00:51:42,849
He's one of them now. Hive mind.

913
00:51:42,932 --> 00:51:45,434
It's up to us.

914
00:52:17,133 --> 00:52:20,136
It's like a human assembly line.

915
00:52:27,852 --> 00:52:29,812
No sign of her royal highness, the queen.

916
00:52:31,147 --> 00:52:33,858
There's someone we know.

917
00:52:37,195 --> 00:52:40,364
It's the creep from back at the mill.

918
00:52:46,037 --> 00:52:48,330
That's Victor Validus.

919
00:52:50,166 --> 00:52:52,334
I knew it. I told you not to trust her.

920
00:52:52,418 --> 00:52:54,336
It's not like that.

921
00:52:54,420 --> 00:52:56,422
You knew your father was behind this the whole time.

922
00:52:56,506 --> 00:52:57,840
You said you didn't know that guy.

923
00:52:57,924 --> 00:52:59,258
I don't.

924
00:52:59,342 --> 00:53:02,303
That's not my dad. He's become some kind of freak.

925
00:53:14,607 --> 00:53:16,275
Well...

926
00:53:16,359 --> 00:53:20,321
I think we found out how they're making those chips.

927
00:53:20,405 --> 00:53:21,823
No.

928
00:53:24,033 --> 00:53:26,201
ECHOING:
You expect me to believe you're on our side?

929
00:53:26,285 --> 00:53:27,119
I knew not to trust you.

930
00:53:27,203 --> 00:53:29,246
No, you're wrong. You don't understand.

931
00:53:29,330 --> 00:53:31,582
You've got a lot of explaining to do.

932
00:53:31,666 --> 00:53:34,168
Not here, she doesn't.

933
00:53:45,972 --> 00:53:47,765
They're both in this together. It's a trap.

934
00:53:47,849 --> 00:53:50,059
- Back off! It's okay!
- Yeah, how is this okay?

935
00:53:50,143 --> 00:53:52,019
Ben, her father is reproducing those chips.

936
00:53:52,103 --> 00:53:53,521
He's the one controlling this whole operation.

937
00:53:53,604 --> 00:53:54,688
Is he?

938
00:53:54,772 --> 00:53:56,315
It looks like the chips are controlling him,

939
00:53:56,399 --> 00:53:57,483
just like Max!

940
00:53:57,567 --> 00:53:59,569
It's not a trap.

941
00:53:59,652 --> 00:54:01,278
I trusted you, Elena.

942
00:54:01,362 --> 00:54:03,906
I had to lie. I knew you'd react like this.

943
00:54:03,990 --> 00:54:05,866
Refuse to help me, treat me like the enemy,

944
00:54:05,950 --> 00:54:07,493
just like they did to my father.

945
00:54:07,577 --> 00:54:10,162
Then I guess you don't know us as well as you thought.

946
00:54:10,246 --> 00:54:12,164
Right?

947
00:54:12,248 --> 00:54:14,291
I'm sorry.

948
00:54:14,375 --> 00:54:15,876
I just wanted this nightmare to end.

949
00:54:15,960 --> 00:54:17,419
Well...

950
00:54:17,503 --> 00:54:20,255
looks like it's just beginning.

951
00:54:26,053 --> 00:54:28,263
So that's what those plans were for.

952
00:54:28,347 --> 00:54:30,015
He was conducting tests on himself.

953
00:54:30,099 --> 00:54:31,350
He's the hive.

954
00:54:31,434 --> 00:54:32,726
His own body is producing them by the thousands,

955
00:54:32,810 --> 00:54:34,269
every minute.

956
00:54:34,353 --> 00:54:37,981
In a colony, only the queen can reproduce.

957
00:54:38,065 --> 00:54:40,275
So...

958
00:54:40,359 --> 00:54:43,070
The queen is inside of my dad.

959
00:54:44,071 --> 00:54:46,156
We gotta shut 'em down, Ben.

960
00:54:46,240 --> 00:54:47,532
Destroy him, destroy the queen.

961
00:54:47,617 --> 00:54:48,784
No! You can't!

962
00:54:48,868 --> 00:54:50,744
I'm sorry, Elena, but Kevin may be right.

963
00:54:50,828 --> 00:54:53,121
If it's a choice between one man
and the entire human race --

964
00:54:53,206 --> 00:54:54,749
You said you'd save him!

965
00:54:54,832 --> 00:54:55,666
It's not his fault!

966
00:54:55,750 --> 00:54:57,334
He's being controlled by the queen!

967
00:54:57,418 --> 00:54:59,586
Dude, I know this is hard,

968
00:54:59,670 --> 00:55:02,297
but unless you take out this guy,

969
00:55:02,381 --> 00:55:04,424
the whole world falls.

970
00:55:04,509 --> 00:55:07,970
You know what Max would do.

971
00:55:09,972 --> 00:55:12,182
I don't know what Max would do,

972
00:55:12,266 --> 00:55:13,392
but I know what I wouldn't do.

973
00:55:13,476 --> 00:55:15,811
I don't destroy victims, I save them.

974
00:55:15,895 --> 00:55:19,648
What's your plan, Ben?

975
00:55:19,732 --> 00:55:22,943
It looks like all the soldier chips have
been rendered dormant for shipping.

976
00:55:23,027 --> 00:55:25,404
If I stop the queen before she can activate them,

977
00:55:25,488 --> 00:55:26,447
it looks like we have a chance of beating this thing.

978
00:55:26,531 --> 00:55:27,907
Ben, wait a minute, what do we do

979
00:55:27,990 --> 00:55:30,784
if Alien X or Humongusaur gets absorbed by the hive?

980
00:55:30,868 --> 00:55:33,245
It's all over.

981
00:55:34,330 --> 00:55:36,874
Absorbed by the hive is pretty much what I had in mind.

982
00:55:39,293 --> 00:55:41,295
Remember when the Omnitrix scanned the chips' DNA?

983
00:55:41,379 --> 00:55:43,506
I can fight them from the inside if I become one of them.

984
00:55:43,589 --> 00:55:46,008
The watch has been cooking this up the whole time.

985
00:55:46,092 --> 00:55:48,135
It's time to take it out of the oven.

986
00:55:48,219 --> 00:55:50,054
Ben, this isn't like anything that you've become before.

987
00:55:50,137 --> 00:55:52,264
Kevin's right. It's a hive mind based organism.

988
00:55:52,348 --> 00:55:53,390
So?

989
00:55:53,474 --> 00:55:55,767
So, I think the Omnitrix can turn you
into one of these things,

990
00:55:55,852 --> 00:55:58,771
but I'm not so sure it can keep you
in control once it does.

991
00:55:58,855 --> 00:56:02,275
You may become a permanent slave to the hive.

992
00:56:02,358 --> 00:56:05,444
A turbo-charged killer weapon slave.

993
00:56:05,528 --> 00:56:07,196
Ben, no.

994
00:56:07,280 --> 00:56:09,073
I don't wanna lose you, too.

995
00:56:09,156 --> 00:56:11,116
We're out of options.

996
00:56:11,200 --> 00:56:13,410
I have to put my faith in the Omnitrix.

997
00:56:13,494 --> 00:56:15,370
It always has to be your way, doesn't it, Ben?!

998
00:56:15,454 --> 00:56:17,414
Just like walking out on the Plumbers.

999
00:56:17,498 --> 00:56:19,249
Okay, so maybe I should have stayed and talked it out,

1000
00:56:19,333 --> 00:56:20,500
but this is different.

1001
00:56:20,585 --> 00:56:21,377
Why?

1002
00:56:21,460 --> 00:56:22,461
This is something I don't wanna do,

1003
00:56:22,545 --> 00:56:23,671
I just don't see any other way!

1004
00:56:23,754 --> 00:56:24,796
Aaahh!

1005
00:56:24,881 --> 00:56:26,799
[ Grunting ]

1006
00:56:26,883 --> 00:56:28,467
Elena!

1007
00:56:28,551 --> 00:56:32,555
[ Alarm blares ]

1008
00:56:33,806 --> 00:56:36,016
ELENA:
Guys, look!

1009
00:56:36,100 --> 00:56:37,392
Ben, what do you want us to do?

1010
00:56:37,476 --> 00:56:38,852
- Keep 'em busy.
- How?!

1011
00:56:38,936 --> 00:56:40,854
I trust you.

1012
00:56:44,400 --> 00:56:46,860
What?

1013
00:56:51,115 --> 00:56:53,492
I'm small?

1014
00:56:58,039 --> 00:56:59,373
What is that?

1015
00:56:59,457 --> 00:57:02,084
He's turned into some kind of
nano-mechanical organism.

1016
00:57:02,168 --> 00:57:04,753
Nano-mech. I like it.

1017
00:57:04,837 --> 00:57:06,547
Just like the chips.

1018
00:57:06,631 --> 00:57:09,300
[ Grunts ]

1019
00:57:15,473 --> 00:57:17,975
Time to get small.

1020
00:57:26,859 --> 00:57:29,403
Even smaller.

1021
00:57:32,490 --> 00:57:34,783
This is gross!

1022
00:57:37,453 --> 00:57:39,413
WOMAN:
Listen to my voice.

1023
00:57:39,497 --> 00:57:41,540
You must obey.

1024
00:57:41,624 --> 00:57:44,418
[ Groaning ]

1025
00:57:44,502 --> 00:57:49,002
You're one of us now, Ben Tennyson.

1026
00:57:50,675 --> 00:57:52,510
Aaaargh!

1027
00:57:53,970 --> 00:57:56,973
ELENA:
Run!

1028
00:58:04,689 --> 00:58:07,066
How can you care about the humans,

1029
00:58:07,149 --> 00:58:09,526
when the universe is yours?

1030
00:58:09,610 --> 00:58:12,112
No!

1031
00:58:14,699 --> 00:58:15,908
[ Grunts ]

1032
00:58:58,242 --> 00:59:01,787
You're different from these other drones.

1033
00:59:01,871 --> 00:59:05,124
Stronger!

1034
00:59:05,207 --> 00:59:09,707
Together, we can rule everything!

1035
00:59:09,920 --> 00:59:11,588
Sorry,

1036
00:59:11,672 --> 00:59:15,509
I'm just not ready for a serious commitment.

1037
00:59:15,593 --> 00:59:17,595
Then you'll die...

1038
00:59:17,678 --> 00:59:20,180
with the humans.

1039
00:59:29,148 --> 00:59:30,732
Ow!

1040
00:59:34,779 --> 00:59:36,989
What's Ben doing in there?

1041
00:59:37,073 --> 00:59:40,076
Whatever he's doing, he'd better hurry up.

1042
00:59:40,159 --> 00:59:42,619
The chips are activating.

1043
00:59:45,456 --> 00:59:47,499
[ Groans |

1044
00:59:47,583 --> 00:59:50,168
You were a fool to transform into a drone.

1045
00:59:50,252 --> 00:59:54,589
I can easily defeat any puny drone.

1046
00:59:59,512 --> 01:00:02,473
I'm not just any drone!

1047
01:00:02,556 --> 01:00:06,935
I'm half-drone, half-human!

1048
01:00:07,019 --> 01:00:09,771
Drones can adapt.

1049
01:00:09,855 --> 01:00:14,150
And humans never give up.

1050
01:00:14,235 --> 01:00:16,946
<i>I queen screaming |</i>

1051
01:00:37,716 --> 01:00:40,635
Oh!

1052
01:00:40,719 --> 01:00:43,722
[ People chattering ]

1053
01:01:05,452 --> 01:01:06,661
He did it!

1054
01:01:10,791 --> 01:01:13,460
- Dad!
- Elena.

1055
01:01:13,544 --> 01:01:15,546
He's alright!

1056
01:01:17,715 --> 01:01:19,675
What am I, chopped liver?

1057
01:01:19,758 --> 01:01:21,551
Hello, I just saved the world again.

1058
01:01:21,635 --> 01:01:22,594
Don't look at me.

1059
01:01:22,678 --> 01:01:26,223
I'm not hugging you.

1060
01:01:26,307 --> 01:01:27,725
Actually, you might not wanna hug me so tight.

1061
01:01:27,808 --> 01:01:31,853
I flew through a lot of snot.

1062
01:01:31,937 --> 01:01:33,939
Max!

1063
01:01:53,918 --> 01:01:55,628
Max!

1064
01:01:55,711 --> 01:01:58,672
Max, where are you?!

1065
01:01:58,756 --> 01:02:00,799
Grand pal!

1066
01:02:00,883 --> 01:02:02,634
You've got a lot of gall --

1067
01:02:02,718 --> 01:02:05,637
disobeying orders, defying my authority.

1068
01:02:05,721 --> 01:02:06,555
Grandpa, I --

1069
01:02:06,639 --> 01:02:09,933
You know what that kind of behavior gets you?!

1070
01:02:10,017 --> 01:02:13,645
[ laughs ]

1071
01:02:40,005 --> 01:02:41,840
I'm sorry, Victor.

1072
01:02:41,924 --> 01:02:43,175
None of this would have ever happened

1073
01:02:43,259 --> 01:02:44,718
if I had trusted you.

1074
01:02:44,802 --> 01:02:47,387
No, Max, it wasn't right to go it alone.

1075
01:02:47,471 --> 01:02:51,808
Ben, thank you. I'm forever grateful.

1076
01:02:51,892 --> 01:02:52,684
You should be thanking your daughter.

1077
01:02:52,768 --> 01:02:53,894
If it wasn't for Elena,

1078
01:02:53,978 --> 01:02:55,646
I'd be at a school football game right now.

1079
01:02:55,729 --> 01:02:57,063
He's just being modest.

1080
01:02:57,147 --> 01:03:00,441
Ben, modest? Impossible.

1081
01:03:00,526 --> 01:03:02,444
I guess we make a pretty good team.

1082
01:03:02,528 --> 01:03:04,071
We make a great team.

1083
01:03:04,154 --> 01:03:07,115
We're more than that, we're Plumbers.

1084
01:03:07,199 --> 01:03:10,452
And the Plumbers have a pretty great leader.

1085
01:03:10,536 --> 01:03:12,371
Indeed they do.

1086
01:03:12,454 --> 01:03:15,707
Ben, what would you say if I asked you to step in?

1087
01:03:15,791 --> 01:03:17,667
What?

1088
01:03:17,751 --> 01:03:19,836
Well, I'm not getting any younger.

1089
01:03:19,920 --> 01:03:23,882
And believe me, I've been waiting
for this moment long enough.

1090
01:03:23,966 --> 01:03:25,926
I couldn't take over.

1091
01:03:26,010 --> 01:03:27,761
You already have, in a way.

1092
01:03:27,845 --> 01:03:31,056
That Omnitrix could have gone to anybody's wrist.

1093
01:03:31,140 --> 01:03:34,268
We just count ourselves lucky that it found yours.

1094
01:03:34,351 --> 01:03:38,730
I hate to say it, but Max is right.

1095
01:03:38,814 --> 01:03:41,942
Can we at least get a 30-day trial period?

1096
01:03:42,026 --> 01:03:44,278
Well, my first order of business

1097
01:03:44,361 --> 01:03:47,072
will be to unaccept Max's resignation.

1098
01:03:47,156 --> 01:03:49,616
Sorry, you're not getting out of it that easy.

1099
01:03:49,700 --> 01:03:51,410
Well, maybe you're right.

1100
01:03:51,493 --> 01:03:55,993
What in blazes did that zombie me do with my ride?

1101
01:03:59,710 --> 01:04:01,712
What did you mean when you said, "we're a great team”?

1102
01:04:01,795 --> 01:04:03,797
You are not on the team.

1103
01:04:03,881 --> 01:04:04,882
I am now, red.

1104
01:04:04,965 --> 01:04:07,592
I earned my place, and I suggest you
move your locker far away from mine.

1105
01:04:07,676 --> 01:04:08,927
Oh, I don't think so...

1106
01:04:09,011 --> 01:04:10,595
You better get used to that.

1107
01:04:10,679 --> 01:04:12,722
It's the sound of things to come.

1108
01:04:12,806 --> 01:04:14,098
Now give me back my keys.

1109
01:04:14,183 --> 01:04:16,476
Nice try, Kev.

1110
01:04:16,560 --> 01:04:21,060
But from now on, I'm driving.

1111
01:04:21,732 --> 01:04:23,984
I call shotgun.

1112
01:04:35,454 --> 01:04:39,583
[ Hip hop music plays ]