Did you think you
could get rid of us that easily?
Valadis!
What do you want?
This isn't about the
microchips or even the queen and
her hive.
We understand why you did that
to us.
Then what...?
We're here because
of what you wanted to do to
Elena.
I-I don't understand.
Don't lie to me,
Ben!
A father can tell.
Humongousaur!
Valadis, please.
I never wanted to hurt Elena.
We didn't say you
wanted to hurt her.
Sync by n17t01 www.addic7ed.com
Cannonbolt!
Goop!
I must have seen his
shadow on the curtain, and
that's what made me dream about
him.
You ask me, the whole
thing was a dream.
I like the part where
humongousaur was really small.
I was reading about how dreams
reveal what we're really afraid
of.
It was not a dream!
Well, the...Part about being
little was, but...
Keep telling yourself
that, bud.
Ben, Victor valadis was
cured a long time ago.
And those alien
microchips that were controlling
him all got flushed when you
killed the queen and her hive.
Yeah?
Then what's this?
Ready?
Ready.
Terraspin!
Ugh!
Where's valadis?
Who are
you?
We're just looking for
valadis.
We don't want to hurt you.
Speak for yourself,
Gwen.
Now, where is he?
6255 pleasant hills road.
What's that?
A cemetery.
You mean he's...?
Was a big shock.
One minute, fine, next minute...
Gone.
Did you know him very
well?
Few years.
I help him with experiments.
Nice man.
Can't believe I never see him
again.
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.
There's something
about that janitor I don't like.
Yeah... he stood up to
you.
Something else.
Either of you know how
to get to the cemetery?
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.
Where was I?
Oh, yes... Elena.
One of our best students.
She would have made an excellent
plumber someday.
Did she say why she was
leaving?
Lead with the left, Drax...
the left!
Elena was shattered by her
father's death, as you might
imagine.
She couldn't concentrate on
school.
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.
That's why I'm trying to
find her.
I just sent her new address
to your badges.
Thanks. I appr...
Not the chlorine... the
fluorine!
That's
why I'm trying to find her.
It is why.
Admit it... you just
want to see her again.
Hey, Elena and I were
just friends.
That's all.
Ben Tennyson!
"Just friends."
Come in.
Let me show you around.
Most of this came from my
father's lab.
The rest, I built myself.
Incredible... really
incredible.
My dad set the bar
pretty high.
Elena, a-are you sure
you should be doing this?
What?
Studying the alien microchips?
How could I not?
You know how dangerous
they are.
They can reproduce themselves,
take over living bodies.
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.
Not worth the risk.
There's no risk.
Watch.
Wait! Don't!
Force field... my
failsafe device.
None of the chips can ever leave
that compartment.
Yeah?
How do you explain this?
It's not one of mine.
It has to be.
Where else could it have come
from?
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.
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.
These could change the
whole world, too...
But not in a good way.
Ben's got to help us
find out where they came from.
He doesn't have time to be a lab
rat.
Right, Ben?
Ben?
Oh, right.
Right.
It's just too
dangerous.
I wouldn't go that
far.
Disappointing, maybe.
Elena and those
microchips she's working on?
Oh, them.
Yeah, they are dangerous...
definitely.
What were you talking
about?
Elena and Ben.
What about them?
They're interested in
each other.
Anybody can see that.
But she's gonna be a problem.
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.
Hey, Julie.
I was just passing by.
But if you're busy or
something...
Doing homework, if you
can believe it.
Come on in.
You look kind of
upset.
It's this problem I'm
working on.
Calculus?
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.
What is the problem
exactly?
A case?
Yeah... microchips.
I'll show you.
What's the matter?
Kevin has it.
You know, it feels like I'm
always running off somewhere,
doesn't it?
It's starting to.
Can we get together
tomorrow night... for sure?
I'd like that.
Waterhazard!
He was willing to fight
us but not you, Ben.
It doesn't make sense.
Something else doesn't
make sense, either.
If any of your aliens are good
at digging, now would be the
time.
I'm still not convinced
this is such a great idea.
How else are we gonna
prove valadis isn't dead?
There is someone down
there.
And it's Victor valadis.
I could have told you
that.
Elena?
I thought you didn't want to
help.
Changed my mind.
But your research was
so important.
Friends are important,
too.
What I'm wondering is
why these new chips would take
the form of your father.
Habit?
They know it from when they
attacked us before.
But what do they want?
Last time, they tried to te
over everyone and everything.
But this time...
I know what they want.
They want to kill me.
And me.
But not me.
How so?
It ran from me twice.
Maybe it was afraid of
all those aliens you have on
your wrist.
Then why wouldn't it
have been afraid of me?
Or Kevin?
We're not exactly powerless, you
know.
I'm a scientist, not a
Detective.
Well, I'm gonna go do
some Detective work.
Coming?
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.
Suit yourself.
Did you see the face
Elena made when Ben mentioned
Julie?
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.
Which friends?
The ones I don't see
anymore?
W-what are we doing
back here?
I noticed something
about that janitor.
What do you want?
I want to know who you
really are!
Kevin!
He knows what I'm
talking about.
Don't you?
I do not.
You're crazy!
Oh, yeah?
Then what about this?
>> Aah!
I spotted it last time
we were here.
When he wakes up, everything's
gonna be a whole lot clearer.
You're sure about that?
Absolutely.
I saw something like this on tv
once.
Tell me it didn't
involve a cartoon dog.
Ben?
Hey.
Anybody seen Julie?
She just went around back.
Thanks.
Julie?
Ben!
What's the matter?
I found another chip.
This isn't one of
mine, either.
Prove it.
I want to compare it to one of
yours.
Mine are all in the...
They're the same, aren't
they?
Aren't they?!
Yes.
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 kill
Gwen and Kevin but wouldn't
fight me.
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.
You didn't think!
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?
Come on, Igor.
Up and at 'em.
Why you do that to me?
You did it to
yourself.
Who are you?
>> I am janitor, idiot boy!
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.
Kevin, I think an
apology might be in order.
No way!
This guy's got to know
something.
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.
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?
No, not the queen of
england... the Nanite queen.
I thought the queen
was dead.
Long live the queen.
Guess I got a little
paranoid.
For a minute there, I even
thought Julie...
What about Julie?
Nothing.
She must have changed her mind
about wanting to see me again.
That's all.
I'm so glad we're
going to be together now.
Working together, Elena.
It won't always be
work.
You hear that?
Don't!
We said, "don't!"
It was you.
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.
And I bought it.
Elena, they've been controlling
you!
You've got to fight them!
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!
Make him go away, Elena.
I can't.
The chips want what I want, and
I can't stop wanting!
Armodrillo!
What did I tell you?
From now on, you can call me
Sherlock Levin.
You have to stop
them!
We can't!
Then I'll have to
stop you!
You know we like you,
Ben...
But not that much.
Can't...Breathe!
Is this what you want?
It...Must be!
No.
Whatever's left of Elena
couldn't want this.
Julie, we can't stop!
Then you never really
cared about Ben.
We did!
I did!
Isn't there some part
of you left?
The real you that still cares
enough to stop this?
Elena, don't!
Oh, no.
That wasn't Elena.
The Nanites got her a long time
ago.
You're wrong.
There was enough of my friend
left to save my life.
Goodbye, Elena.
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