Ben 10 Alien Swarm

en
00:00:06 [ car approaches ]
00:00:09 [ tires squeal ]
00:00:14 § [ rock music plays ] §
00:00:30 [ engine revs ]
00:01:02 What have you got
00:01:04 l knew you'd be the guy
00:01:06 This is big, and l figured
00:01:08 Show me.
00:01:14 [ dials phone ]
00:01:15 [ engines rev ]
00:01:27 l'm just the middle man.
00:01:31 [ tires squeal ]
00:01:38 Are you the buyer?
00:01:40 lt depends.
00:01:42 Alien technology...
00:01:44 the good stuff.
00:01:48 Watch the paint.
00:02:06 What is it?
00:02:07 You don't know?
00:02:09 You don't know,
00:02:11 ls it a weapon?
00:02:14 Can it blow stuff up?
00:02:16 See, this is
00:02:17 for a prospective buyer.
00:02:18 lt's alien technology, man.
00:02:20 lt's gotta be
00:02:22 Are you interested
00:02:24 Just chill.
00:02:26 Let me talk
00:02:28 Partners?
00:02:29 You didn't say anything
00:02:31 Neither did you.
00:02:34 [ laughs nervously ]
00:02:38 You're working
00:02:40 Actually,
00:02:42 Kevin doesn't really work,
00:02:43 he just stands around
00:02:45 Yeah, how about l flex 'em
00:02:47 Who are these jokers,
00:02:48 l can't tell you.
00:02:49 We're just some
00:02:51 who are beginning to think this is
00:02:54 What do we got?
00:02:56 l've never seen anything
00:02:58 They're complex.
00:03:00 Must be grade 9 tech
00:03:02 [ whirring ]
00:03:05 Whatever they are,
00:03:06 they're screwing up
00:03:08 What's with you guys?
00:03:09 l've never met buyers
00:03:11 You never met anyone
00:03:14 because they're not just
00:03:17 They're Plumbers.
00:03:19 You mean they're gonna pay for
00:03:22 The Plumbers are a secret
00:03:25 saving the world
00:03:27 Oh, right, of course.
00:03:29 We're cops from outer space.
00:03:31 Or maybe,
00:03:35 How did you learn about
00:03:41 Everything l know
00:03:43 l learned
00:03:45 Ben.
00:03:47 Elena?
00:03:48 No. Way.
00:03:51 Oh, you still
00:03:52 l'm honored.
00:03:53 KEVlN:
00:03:54 Can anyone toss me a clue
00:03:56 Kevin, this is Elena Validus.
00:03:59 She's a Plumbers' Kid,
00:04:01 Not like you, Gwen.
00:04:03 None of my ancestors
00:04:04 l don't have any cool
00:04:07 We hung out for a while
00:04:09 Then Elena's dad quit.
00:04:10 And you moved away
00:04:12 and we haven't heard
00:04:13 ls that what they told you?
00:04:14 That my dad quit?
00:04:16 Considering that
00:04:18 than all the Plumbers combined,
00:04:19 you sure don't
00:04:20 Then why don't you tell me?
00:04:22 What's going on?
00:04:24 l'm here to find you.
00:04:25 The Plumbers don't
00:04:27 l need your help, Ben.
00:04:29 lt's my father.
00:04:31 Call the cops.
00:04:33 They can't help.
00:04:34 His disappearance is connected
00:04:36 We'll help you find him,
00:04:38 You're a Plumbers' Kid,
00:04:39 Am l, Ben?
00:04:40 Really?
00:04:41 Because life's been pretty hard
00:04:43 and l don't recall you
00:04:46 [ chips crackling ]
00:04:49 What is that?
00:04:51 Elena?
00:04:52 - l don't know.
00:04:54 A trap, Ben.
00:04:55 No! l swear it!
00:04:58 Don't wanna impose
00:04:59 so...
00:05:02 [ crackling and whistling ]
00:05:08 [ all grunting ]
00:05:14 MAN:
00:05:20 Kevin, l think you were right
00:05:22 about these not being
00:05:24 Stay down!
00:05:27 [ chips buzzing and squeaking ]
00:05:40 Gwen!
00:05:48 GWEN:
00:05:49 l don't mean
00:05:52 but it might be
00:05:53 Not!
00:05:55 l think it's having
00:05:57 Don't sweat it, dude.
00:06:00 l know someone
00:06:04 What's going on?
00:06:07 They're all, like,
00:06:09 Let's get outta here,
00:06:13 [ tires squeal ]
00:06:38 They're not just chips.
00:06:40 lt's some kind of alien
00:06:43 The attack is too organized.
00:06:45 There must be
00:06:54 l don't know
00:06:55 but l think we found
00:07:00 That's not good.
00:07:01 Ready or not!
00:07:07 Come on, Spider Monkey.
00:07:17 Big Chill?
00:07:20 That'll work.
00:07:26 [ grunts ]
00:07:28 Hold on, Gwen!
00:07:50 Are you all right?
00:07:52 Yeah.
00:07:55 Who is that guy, Elena?
00:07:56 l don't know.
00:07:58 Then let's find out.
00:08:11 No!
00:08:14 Gwen!
00:08:19 Gwen, are you okay?
00:08:21 Yeah, l'm fine.
00:08:22 Who is that guy?
00:08:24 l think you mean,
00:08:28 Elena?
00:08:30 lf you're looking
00:08:31 l think your personal
00:08:33 Kevin was right..
00:08:35 Did she?
00:08:38 l'm not so sure.
00:08:45 § [ hip hop music plays ] §
00:08:59 BEN:
00:09:02 Yeah, starting with that crazy
00:09:05 Elena's not my girlfriend,
00:09:06 We were, like, 13.
00:09:07 Her story doesn't add up, Ben.
00:09:09 Why sell alien tech
00:09:10 just to find the Plumbers
00:09:12 She said that something
00:09:14 back when they lived here,
00:09:16 lf that's the case,
00:09:18 Grandpa Max has some serious
00:09:22 MAN:
00:09:24 that old girl's
00:09:26 There's no getting around it.
00:09:27 - Hey, Ed.
00:09:30 Gotta grab something
00:09:32 Hey, Ben, you going
00:09:34 Uh...
00:09:36 l hope so, Molly.
00:09:37 Just got hit
00:09:39 homework.
00:09:44 KEVlN:
00:09:45 all work
00:09:50 ED:
00:09:51 look, that's the best
00:09:52 l don't make the price,
00:09:58 l don't recognize it,
00:10:01 Me neither.
00:10:02 Sooner we get that
00:10:03 the sooner we can
00:10:05 and his army of flying chips.
00:10:06 You mean the chips your gal pal
00:10:09 All right, Kev.
00:10:18 l don't get what
00:10:28 System's up.
00:10:31 COMPUTER:
00:10:32 Now activating all partitions.
00:10:35 Ben, did you ask Grandpa Max
00:10:37 You wanna start
00:10:39 or you wanna go looking
00:10:57 COMPUTER:
00:11:01 Biological and inorganic matter
00:11:05 Molecular density is inert.
00:11:08 Austenitic, ferritic, and
00:11:12 Both organic and inorganic
00:11:15 Gwen, you are a credit
00:11:17 l've never seen
00:11:19 l mean, it's tech,
00:11:21 but it's also a carbon-silken
00:11:24 So they're alive.
00:11:26 Man, l'm liking these
00:11:28 Well, they were alive,
00:11:30 Now they're in alien chip
00:11:33 Let me see if l can trace
00:11:36 [ whizzing ]
00:11:41 They're completely inert.
00:11:43 l can't pick up
00:11:45 What now?
00:11:47 Well, maybe l can jumpstart
00:11:49 but it will take forever,
00:11:52 All right, l'll get
00:11:54 Or, we could just find Elena,
00:11:56 and ask her
00:11:57 What makes you think that
00:11:59 She could have set us up.
00:12:01 She's one of us.
00:12:02 She was one of us.
00:12:03 You have no idea
00:12:05 You can't trust her.
00:12:07 Evidently l can't
00:12:08 l can't even trust Max.
00:12:10 Trust me to do what?
00:12:11 Hey, Grandpa.
00:12:13 We can't trust you to make soup
00:12:16 baked hummus,
00:12:18 Hmm.
00:12:20 That sounds like
00:12:23 What are you guys doing
00:12:25 on off hours?
00:12:27 Uh, we had a little
00:12:30 COMPUTER:
00:12:31 Hey, what's that?
00:12:33 Looks familiar.
00:12:35 l've seen that
00:12:38 You have?
00:12:41 Max, there's something
00:12:43 Unidentified intrusion
00:12:45 Sounds like we've got
00:12:48 Kev, punch up a tracker
00:12:50 No need.
00:12:52 l've got 'em.
00:12:54 They're in Max's office!
00:12:55 They better not touch
00:12:59 l just painted the caboose!
00:13:13 Over here, guys.
00:13:17 Whoever you are, you picked
00:13:20 You're gonna be one
00:13:24 babe?
00:13:26 lt's okay, Max.
00:13:28 You probably don't recognize
00:13:29 lt's not okay.
00:13:32 How'd you get in here?
00:13:37 lt's time to get Big Ed
00:13:39 Been a long time,
00:13:41 You shouldn't have come here,
00:13:44 Max, Elena was the one
00:13:46 of those weird chips.
00:13:47 Of course.
00:13:48 l knew l'd seen those before.
00:13:51 lt's time for you
00:13:52 Mr. Tennyson,
00:13:54 l need help,
00:13:55 l could think of to get it.
00:13:56 You know the rules!
00:13:57 lt's my father!
00:13:58 He's been kidnapped by whoever,
00:14:01 l knew that only
00:14:04 Get her outta here!
00:14:05 You're not serious.
00:14:06 That's an order!
00:14:08 You heard the man.
00:14:09 l don't know what's going on,
00:14:11 Come on, Elena.
00:14:13 Then l'll tell you
00:14:15 Your sweet old grandpa
00:14:17 three years ago...
00:14:19 Threw us out on the street
00:14:21 lied to you
00:14:23 Now my father
00:14:25 and Max still won't
00:14:26 ls that true?
00:14:28 Can't we just
00:14:29 No, Ben.
00:14:30 Anything she said
00:14:34 Kevin.
00:14:36 Thanks for the help.
00:14:38 You guys are real heroes.
00:14:40 And, Ben,
00:14:42 thanks for being a real friend.
00:14:50 What's wrong with you?
00:14:52 There's nothing
00:14:54 but there's a lot wrong
00:14:56 She's Victor Validus' daughter.
00:14:59 Okay, l'm sufficiently stumped.
00:15:01 What's going on here?
00:15:04 COMPUTER:
00:15:07 Plumber l.D...
00:15:08 Victor Validus was
00:15:12 We stopped more than
00:15:15 l trusted Vic
00:15:19 l wanted to trust the running
00:15:22 Until he betrayed me.
00:15:26 What?
00:15:27 He was caught stealing alien
00:15:31 Tech that he swore
00:15:34 He was given
00:15:38 A traitor.
00:15:40 Traitor's daughter's left
00:15:42 What did he steal?
00:15:43 Same stuff Elena
00:15:46 You still think
00:15:50 She told us the truth
00:15:51 you lied to us.
00:15:53 l did that for your own good.
00:15:55 You were too young
00:15:56 l still don't understand.
00:15:57 You can't judge her
00:15:59 Ben, stay away from her.
00:16:01 The Validus family
00:16:04 There can be no interaction
00:16:07 That's the way
00:16:09 The way l see it,
00:16:10 And she's the best link
00:16:12 and the freak
00:16:13 A whole lot more people
00:16:15 besides Elena
00:16:16 That's why we are going
00:16:19 and take care of this crisis
00:16:22 l am not gonna boot up
00:16:24 on the word
00:16:27 Ben.
00:16:29 That is my decision!
00:16:31 Well, it's the wrong decision.
00:16:33 l order you
00:16:38 Sorry, Max, l'm not
00:16:41 Ben!
00:16:42 You can't break Plumber ranks!
00:16:45 Max, don't let him
00:16:48 lt's not up to me.
00:16:50 He's made his choice.
00:16:53 Kev?
00:16:55 Somebody's gotta stay here
00:16:58 Kevin! Stop him!
00:17:00 Don't worry.
00:17:02 l can handle myself.
00:17:26 What do you want?
00:17:28 The same thing as you..
00:17:30 What about your Gramps?
00:17:32 Not too thrilled about it.
00:17:34 And you're helping me
00:17:38 Nice bike.
00:17:40 lt's Max's really.
00:17:42 Can't get any more angry with me
00:17:45 l'm sorry.
00:17:48 Nah, it's his.
00:17:50 Let's find your dad.
00:17:51 First stop.. wherever you got
00:18:09 Grandpa.
00:18:16 Am l interrupting something?
00:18:18 Find your wayward cousin?
00:18:19 He'll be back...
00:18:21 alone, hopefully.
00:18:23 Yeah, so what's the 41 1
00:18:25 Elena was Ben's first crush.
00:18:29 She was the only girl on his
00:18:32 and Ben couldn't kick a ball
00:18:34 when she was around.
00:18:36 He was really bummed out
00:18:39 Great,
00:18:41 so now it's puppy love.
00:18:42 Cousin Ben's growing up.
00:18:44 lt had to happen
00:18:46 Yeah, l'll believe that
00:18:48 COMPUTER:
00:18:49 Access to mainframe
00:18:53 Kev, what are you doing
00:18:57 l wanted to know what intel
00:19:00 lf Validus took them
00:19:01 they should be in the system.
00:19:03 And?
00:19:05 All the files
00:19:07 Well, then you should
00:19:08 l tried that.
00:19:11 So you just came in here
00:19:13 and opened up
00:19:16 What did they say?
00:19:17 They're sort of locked.
00:19:21 l could figure out
00:19:24 That would be a huge
00:19:27 And regulations.
00:19:28 Well, l guess Ben is
00:19:31 l'm sure he'll be fine.
00:19:34 l mean, he's all grown up
00:19:41 Break the code.
00:19:47 COMPUTER:
00:19:50 based on random
00:19:58 Don't worry.
00:20:00 Yes, yes,
00:20:03 Please, we must know.
00:20:07 Oh, yeah, pal,
00:20:09 Time for you
00:20:11 [ chuckling ]
00:20:13 Hey, we're talking to you,
00:20:16 Don't you know this is
00:20:18 You shouldn't be out here
00:20:21 Alone?
00:20:23 We are never alone.
00:20:25 Your wallet, fool!
00:20:27 We offer you so much more
00:20:29 We offer you
00:20:31 Join us!
00:20:33 Help us!
00:20:36 Rule with us!
00:20:38 [ evil laughter ]
00:20:41 [ both grunting and groaning ]
00:20:42 [ laughter continues ]
00:21:46 My dad started acting
00:21:47 a couple months ago.
00:21:49 l followed him one night
00:21:52 Well, hanging out around here
00:21:58 [ sighs ]
00:22:01 MAN:
00:22:04 Bring him here to us.
00:22:06 He can't help you now.
00:22:27 What was he doing,
00:22:30 He has a laboratory set up.
00:22:32 Whatever he was working on,
00:22:34 Then he stopped
00:22:37 Come on.
00:23:12 To the final staging area.
00:23:15 Take care of our guests.
00:23:25 What was he
00:23:27 He was studying
00:23:32 Boy, when your dad
00:23:34 he doesn't mess around.
00:23:36 Someone's been here...
00:23:38 taking things.
00:23:42 Or looking for things.
00:23:44 Elena, these notes,
00:23:47 he wasn't studying the chips,
00:23:49 he was upgrading,
00:23:50 Look at all this.
00:23:53 You're wrong.
00:23:55 He's a brilliant man, he just
00:24:00 Why?
00:24:01 He said these things
00:24:03 The Plumbers didn't believe him,
00:24:06 Now they won't lift
00:24:09 [ sighs ]
00:24:10 And Max is kind of a stickler
00:24:15 This is where l found those
00:24:19 They were all over the place.
00:24:23 Looks like your dad
00:24:25 You think he could have
00:24:28 Well, whoever has your dad
00:24:32 The freak from the drop.
00:24:35 Do you know who that is?
00:24:37 l have no idea.
00:24:38 l just want my father back, Ben.
00:24:41 We'll get him.
00:24:49 Who are you?
00:24:53 We want to help you.
00:24:55 No thanks, we're good.
00:24:59 Whoa, look at their eyes.
00:25:02 lt's not just their eyes.
00:25:03 Look, the chips.
00:25:06 They're infected.
00:25:08 We want you
00:25:11 And we would love
00:25:12 but all the bowing
00:25:16 There's too many of 'em,
00:25:18 like this is a trap.
00:25:20 No, l swear it!
00:25:22 Looks like we could
00:25:25 From a static squiggly blob?
00:25:30 Fire escape! Run!
00:25:34 Ben!
00:25:36 [ grunts ]
00:25:37 Whoa!
00:25:47 ELENA:
00:25:48 What do we do?
00:25:49 Okay, l think l got it.
00:25:51 So if these chips are
00:25:53 like some form
00:25:55 then the watch must
00:25:57 Can we have this pop quiz
00:25:59 Maybe l can redirect the scan
00:26:01 if l can just boost the power.
00:26:03 l got it!
00:26:06 [ grunts ]
00:26:08 Hey, not bad.
00:26:11 Not great, either.
00:26:29 Elena, get on!
00:26:49 Thanks.
00:26:50 You're pretty good
00:26:52 And you can hold your own
00:26:55 So what do we do now?
00:26:57 Visit the shipment center
00:26:59 Maybe even find your dad.
00:27:00 Whatever he sent
00:27:02 You sure about that?
00:27:05 This was dated today.
00:27:07 l thought you said he's been
00:27:09 He has.
00:27:10 You believe me, don't you?
00:27:13 l believe...
00:27:15 we'll find something
00:27:20 Who were you gonna
00:27:23 l keep telling you...
00:27:24 l had to take them.
00:27:28 Those chips,
00:27:31 They're planning something.
00:27:33 MAX:
00:27:35 The lab boys said they're
00:27:38 no threat at all.
00:27:41 Who's your buyer?
00:27:42 The hive, they want us!
00:27:44 They're coming for us, Max!
00:27:46 They're coming for us all!
00:27:47 l'm telling you
00:27:49 You're gonna have to do
00:27:52 l know you.
00:27:56 Gramps has a great
00:27:59 Validus was like,
00:28:01 l think Max really felt
00:28:04 l wonder if...
00:28:07 You think Max's getting
00:28:09 is keeping him
00:28:11 That would make...
00:28:12 Ben right.
00:28:14 And that's a scary thought.
00:28:16 And not just because
00:28:18 So, what if this loony
00:28:21 What if the chips
00:28:23 Like, some kind of
00:28:26 that can remain dormant
00:28:29 l learned that from watching
00:28:32 Your depth of knowledge
00:28:34 COMPUTER:
00:28:38 Have any luck getting a trace
00:28:40 Your wish was my...
00:28:42 headache inducing project.
00:28:45 COMPUTER:
00:28:47 Absolute locations displayed
00:28:51 commencing at 38 degrees
00:28:53 The chips are showing up
00:28:55 96 degrees longitude.
00:28:59 Kevin! You did it!
00:29:04 The cheek?
00:29:05 l find all
00:29:07 and all l get is a kiss
00:29:10 Greatest
00:29:12 is clustered here.
00:29:15 lt's the Ship-lt distribution
00:29:19 lt's only about an hour
00:29:22 Are you thinking
00:29:24 That we're going against orders
00:29:26 and are no better
00:29:28 You had to mention it.
00:29:31 COMPUTER:
00:29:42 Come on, it's open.
00:29:44 lt's open, huh?
00:29:45 lt's open now.
00:29:53 Remind me why we drove
00:30:18 They were here, Kev.
00:30:27 Yeah.
00:30:30 That's what l get, too.
00:30:38 And there's, like,
00:30:41 There's something.
00:30:44 Let's check it out.
00:30:50 London, Paris, Shanghai.
00:30:52 These orders originated
00:30:54 and are headed
00:30:56 Literally.
00:30:57 Air, sea,
00:30:59 Must be thousands
00:31:03 Maybe 100,000.
00:31:06 Kevin, what do you think
00:31:10 lt means we're at least
00:31:12 something disturbingly huge.
00:31:14 MAN:
00:31:16 Um, hi,
00:31:19 Ship-lt is closed right now.
00:31:22 Please return during
00:31:24 And what are you
00:31:27 We are workers.
00:31:29 Well, you must be
00:31:35 Look, Mister, we just need
00:31:37 for a little
00:31:39 l'll bring 'em right back
00:31:41 Okay?
00:31:42 No, you will remain.
00:31:45 l'm gonna have to insist.
00:31:48 Your desires are irrelevant.
00:31:50 The queen's will supersedes all.
00:31:53 Well, tell your queen
00:32:14 What's that weirdo doing?
00:32:20 Don't know.
00:32:22 Praying to the great god
00:32:24 Kevin!
00:32:27 Okay, these chips are now
00:32:30 That's new.
00:32:31 They couldn't form
00:32:33 Could the chips be learning?
00:32:37 Come on, not the glass!
00:32:39 Let's get out of here!
00:32:43 Thank you for using
00:32:56 You should teach
00:32:58 Defensive drivers
00:33:10 Looks like we have
00:33:15 [ engine revs ]
00:33:25 l think they're
00:33:27 Then so will we.
00:33:59 Okay, so we gotta get smarter
00:34:24 Watch out!
00:34:34 The Ship-lt office
00:34:37 [ engine roars in distance ]
00:34:39 What was that?
00:34:41 The most obnoxious muscle car
00:34:44 We're taking a detour.
00:34:56 l can't lose 'em!
00:35:05 Kevin, no!
00:35:09 Hang on!
00:35:30 [ coughs ]
00:35:44 Are you okay?
00:35:46 Yeah.
00:35:47 lt hurts when l laugh,
00:35:49 but l don't think
00:35:52 l don't know who's behind
00:35:55 but they're gonna fix my car!
00:36:07 You think they gave up?
00:36:09 l don't know.
00:36:12 Maybe they just wanted
00:36:14 [ metal creaking ]
00:36:17 Well, they succeeded.
00:37:02 [ roars ]
00:37:09 Nice timing.
00:37:27 That's kinda whatev.
00:37:31 That's kind of a nightmare.
00:38:06 lt's got Humongusaur!
00:38:08 l wouldn't count on it.
00:38:17 Oh, no.
00:38:20 Don't do what l think
00:38:31 [ roars ]
00:38:38 [ panting ]
00:38:46 That was so cool.
00:38:49 Are you okay, Ben?
00:38:50 You destroyed my car!
00:38:51 What were you doing here?
00:38:52 Well, l had a sudden urge
00:38:55 and suddenly we're up to our
00:38:57 And that's right about the time
00:38:59 and annihilated my car!
00:39:02 Those chips aren't mine!
00:39:04 Thanks.
00:39:06 l'll consider myself warned.
00:39:08 They're more than just
00:39:09 We found a hive of them
00:39:12 and they've infected
00:39:15 Yeah, we just ran into
00:39:17 and they wanted to adopt us.
00:39:19 No kidding.
00:39:20 They must have analyzed
00:39:23 They're clearly a highly
00:39:25 And it looks like they still
00:39:28 We've gotta get some
00:39:30 back to the lab right away.
00:39:31 Maybe they'll give us a clue about
00:39:34 Maybe we'll give you a call
00:39:36 because you're not
00:39:38 You're trouble in a jug.
00:39:39 Oh, l'm coming with you,
00:39:42 Ben, didn't Elena just
00:39:44 of techno-organic zombies?
00:39:47 She's coming.
00:39:49 One.. she's in too much danger
00:39:51 And two...
00:39:53 l trust her.
00:39:58 Speaking of which.
00:40:03 What's that?
00:40:06 A quick and trustworthy
00:40:09 [ scoffs ]
00:40:17 MAN:
00:40:20 Escalating incidents of
00:40:22 presumed alien.
00:40:24 Request immediate assistance.
00:40:25 [ man speaking German ]
00:40:31 [ woman speaking French ]
00:40:34 [ speaking foreign language ]
00:40:39 Where in the Sam Hill
00:40:41 l'm getting reports
00:40:43 from installed Plumbers
00:40:46 Max, l...
00:40:47 We can settle our problems
00:40:49 And she stays in the brig.
00:40:52 lt's the chips...
00:40:54 She told you that?
00:40:56 lt's true.
00:40:58 The chips Validus stole
00:41:00 Very active.
00:41:07 These things were nothing more
00:41:12 This is impossible.
00:41:14 BEN:
00:41:15 and taking over their minds.
00:41:17 They have an unusual energy
00:41:20 Can you use that
00:41:22 Already done.
00:41:23 COMPUTER:
00:41:25 Absolute locations appear
00:41:28 Target is experiencing
00:41:31 at an absolute rate
00:41:33 on an ascendant curve.
00:41:35 That's no 100-mile radius.
00:41:39 Millions of 'em.
00:41:40 And spreading
00:41:42 So in other words,
00:41:44 just like my father said.
00:41:46 Those things were not alive
00:41:49 Your father's tinkering
00:41:52 Now they're a threat
00:41:54 You're wrong.
00:41:55 Just ask your know-it-all
00:41:57 Knock it off, both of you.
00:41:59 Let's work on a solution,
00:42:02 Well...
00:42:06 at least we know
00:42:08 Well, what are we
00:42:09 let's start shooting.
00:42:11 What about the people
00:42:14 lf it's between me
00:42:16 l'm gonna pick me.
00:42:18 No, Kev, there's gotta be
00:42:22 - The queen.
00:42:24 That's right.
00:42:25 The infected people, they all
00:42:27 You mean a queen like
00:42:31 ln a beehive or anthill,
00:42:34 She lays all the eggs,
00:42:36 and tells everybody
00:42:40 The Science Channel.
00:42:43 How do you destroy a hive?
00:42:45 Remove the queen,
00:42:47 The queen dies,
00:42:50 We have to find the queen.
00:42:54 All right, people,
00:42:56 l'm gonna dissect these chips
00:42:59 Kevin, we need to find
00:43:00 a more effective way around
00:43:02 Gwen, find a way
00:43:05 between those things
00:43:08 Ben, they're 100 million chips
00:43:11 Gonna be like finding
00:43:13 to find the queen in there,
00:43:16 Now, Elena,
00:43:18 you'll help too.
00:43:20 l don't want her going two feet
00:43:32 Okay, people,
00:43:36 COMPUTER:
00:43:40 My calculations recommend
00:43:45 gradient to regional
00:43:48 as related to current
00:43:52 Now commencing thermal
00:43:54 of all targets.
00:43:56 Duration...
00:44:03 [ snoring ]
00:44:17 Gwen, why don't you get
00:44:19 We need that brain of yours
00:44:21 Just for a few minutes.
00:44:24 And you'd better wake me up.
00:44:29 You too, get some rest.
00:44:31 No chance.
00:44:32 l'll sleep when my dad is home
00:44:35 Suit yourself.
00:44:41 Thanks, Ben...
00:44:43 for taking the risk
00:44:46 for going up against
00:44:49 Just like old times, right.
00:44:51 The guys didn't want you
00:44:52 and l stood up to them
00:44:54 You ended up being
00:44:57 You're not doing this
00:45:00 No, l'm doing it
00:45:03 to be on your own
00:45:05 in a tough situation
00:45:09 l didn't ask to get
00:45:11 lt just happened.
00:45:14 And no one who isn't me
00:45:18 l think l do.
00:45:32 Max, we need help
00:45:42 Max?
00:45:48 Snap out of it, Max!
00:45:50 Ben, stop! Max!
00:45:53 We have to restrain him,
00:45:56 [ grunts ]
00:46:00 Hurt him.
00:46:03 What?
00:46:04 He's restrained.
00:46:10 Max, are you okay?
00:46:13 We're fine.
00:46:16 Never better.
00:46:18 Why are you all looking
00:46:21 We're great.
00:46:25 We're happy.
00:46:26 We're going to colonize earth.
00:46:29 He usually has a lot
00:46:32 But that one's new.
00:46:34 Grandpa!
00:46:35 Fight it, Max!
00:46:36 You can't stop
00:46:39 The Plumbers are finished.
00:46:43 Mankind is finished.
00:46:47 [ coughing ]
00:46:48 Max!
00:46:50 Max!
00:46:54 Where did he go?
00:46:59 No one knows these tunnels
00:47:01 He's long gone.
00:47:02 Now what?
00:47:03 Like it or not,
00:47:05 We need him.
00:47:06 No, we don't.
00:47:09 We have to find the queen
00:47:11 Helping Max is gonna be
00:47:14 Wherever the alien queen is,
00:47:15 that's where we'll find
00:47:17 We stop her, we stop the spread
00:47:19 And just how do you suggest
00:47:25 COMPUTER:
00:47:27 Does anything seem weird to you
00:47:30 KEVlN:
00:47:32 Try sea foam blue.
00:47:35 Check out the concentration
00:47:36 London, New York, Paris,
00:47:38 Munich,
00:47:39 and central Missouri?
00:47:41 There are millions of people
00:47:42 but that part of Missouri is...
00:47:44 The middle of nowhere.
00:47:46 lt's barely a town.
00:47:48 The only thing in Barren Rock
00:47:51 The world distribution center
00:47:56 Right!
00:47:58 Those shipments from
00:47:59 the first wave
00:48:02 Now we're talking
00:48:04 And they need
00:48:06 to spread that many chips
00:48:08 Come on, they're taking over
00:48:12 What's your brilliant theory?
00:48:13 Look, l think that's
00:48:16 are being manufactured
00:48:18 And that's where
00:48:21 Sounds like we're in
00:48:23 What do you mean, ''we''?
00:48:26 Fine, she's coming.
00:48:29 Now we just have
00:48:33 with Kev's car
00:48:40 Kev made this
00:48:42 My birthday was
00:48:44 You can't rush genius.
00:48:50 Oh, my gosh, Kevin.
00:48:52 lt's beautiful!
00:48:53 ''She.''
00:48:55 She's beautiful.
00:48:56 You call a car a ''she.''
00:48:58 And you're right.
00:49:00 Don't be jealous,
00:49:02 you've got some
00:49:05 A car.
00:49:07 Your friend built you
00:49:09 Well, the weapons and defense
00:49:11 but she'll run.
00:49:13 Yeah, the fact is, she'll pretty
00:49:17 l don't know what to say.
00:49:18 l can't wait
00:49:20 Oh, you're not driving.
00:49:21 l said l was going
00:49:23 That was before you bailed out
00:49:25 l'm keeping her.
00:49:26 - Oh, l'm driving.
00:49:30 Humongusaur would be happy
00:49:58 l like it.
00:50:01 l'm thrilled.
00:50:19 Missouri in February...
00:50:21 a dream vacation,
00:50:27 BEN:
00:50:34 lt's like a small army...
00:50:36 or not so small.
00:50:39 Check it out.
00:50:42 We're gonna be fighting
00:50:46 The people...
00:50:48 they're all infected.
00:50:57 Oops.
00:50:58 That's coming out
00:51:00 All those crates
00:51:03 God, there must be millions.
00:51:06 Probably six billion.
00:51:08 That's how many people
00:51:10 Okay, let's get inside.
00:51:29 Looks like that's where
00:51:31 right in there.
00:51:34 Oh, no!
00:51:36 Gwen, no.
00:51:38 lf he sees us, he'll alert
00:51:40 He's one of them now.
00:51:43 lt's up to us.
00:52:17 lt's like a human assembly line.
00:52:27 No sign of her royal highness,
00:52:31 There's someone
00:52:37 lt's the creep
00:52:46 That's Victor Validus.
00:52:50 l knew it.
00:52:52 lt's not like that.
00:52:54 You knew your father
00:52:56 You said you didn't
00:52:58 l don't.
00:52:59 That's not my dad.
00:53:14 Well...
00:53:16 l think we found out how
00:53:20 No.
00:53:24 ECHOlNG:
00:53:26 l knew not to trust you.
00:53:27 No, you're wrong.
00:53:29 You've got a lot
00:53:31 Not here, she doesn't.
00:53:46 They're both in this together.
00:53:48 - Back off! lt's okay!
00:53:50 Ben, her father is
00:53:52 He's the one controlling
00:53:53 ls he?
00:53:54 lt looks like the chips
00:53:56 just like Max!
00:53:57 lt's not a trap.
00:53:59 l trusted you, Elena.
00:54:01 l had to lie.
00:54:04 Refuse to help me,
00:54:06 just like they did
00:54:07 Then l guess you don't
00:54:10 Right?
00:54:12 l'm sorry.
00:54:14 l just wanted
00:54:16 Well...
00:54:17 looks like it's just
00:54:26 So that's what those
00:54:28 He was conducting tests
00:54:30 He's the hive.
00:54:31 His own body is producing them
00:54:32 every minute.
00:54:34 ln a colony, only the queen
00:54:38 So...
00:54:40 The queen is
00:54:44 We gotta shut 'em down, Ben.
00:54:46 Destroy him,
00:54:47 No! You can't!
00:54:49 l'm sorry, Elena,
00:54:51 lf it's a choice between one man
00:54:53 You said you'd save him!
00:54:55 lt's not his fault!
00:54:55 He's being controlled
00:54:57 Dude, l know this is hard,
00:54:59 but unless you take out this guy,
00:55:02 the whole world falls.
00:55:04 You know what Max would do.
00:55:10 l don't know what
00:55:12 but l know what
00:55:13 l don't destroy victims,
00:55:16 What's your plan, Ben?
00:55:19 lt looks like all
00:55:23 lf l stop the queen
00:55:25 it looks like we have a chance
00:55:26 Ben, wait a minute,
00:55:28 if Alien X or Humongusaur
00:55:31 lt's all over.
00:55:34 Absorbed by the hive is
00:55:39 Remember when the Omnitrix
00:55:41 l can fight them from the inside
00:55:43 The watch has been cooking this
00:55:46 lt's time to take it out
00:55:48 Ben, this isn't like anything
00:55:50 Kevin's right.
00:55:52 So?
00:55:53 So, l think the Omnitrix can
00:55:56 but l'm not so sure it can
00:55:59 You may become a permanent
00:56:02 A turbo-charged killer weapon
00:56:05 Ben, no.
00:56:07 l don't wanna lose you, too.
00:56:09 We're out of options.
00:56:11 l have to put my faith
00:56:13 lt always has to be your way,
00:56:15 Just like walking out
00:56:17 Okay, so maybe l should have
00:56:19 but this is different.
00:56:20 Why?
00:56:21 This is something
00:56:22 l just don't see
00:56:23 Aaahh!
00:56:25 [ grunting ]
00:56:27 Elena!
00:56:28 [ alarm blares ]
00:56:34 ELENA:
00:56:36 Ben, what do you want
00:56:37 - Keep 'em busy.
00:56:39 l trust you.
00:56:44 What?
00:56:51 l'm small?
00:56:58 What is that?
00:56:59 He's turned into some kind of
00:57:02 Nano-mech. l like it.
00:57:05 Just like the chips.
00:57:06 [ grunts ]
00:57:15 Time to get small.
00:57:27 Even smaller.
00:57:32 This is gross!
00:57:37 WOMAN:
00:57:39 You must obey.
00:57:41 [ groaning ]
00:57:44 You're one of us now,
00:57:50 Aaaargh!
00:57:54 ELENA:
00:58:04 How can you care
00:58:07 when the universe is yours?
00:58:09 No!
00:58:14 [ grunts ]
00:58:58 You're different
00:59:02 Stronger!
00:59:05 Together, we can
00:59:10 Sorry,
00:59:11 l'm just not ready
00:59:15 Then you'll die...
00:59:17 with the humans.
00:59:29 Ow!
00:59:35 What's Ben
00:59:37 Whatever he's doing,
00:59:40 The chips are
00:59:45 [ groans ]
00:59:47 You were a fool
00:59:50 l can easily defeat
00:59:59 l'm not just any drone!
01:00:02 l'm half-drone,
01:00:07 Drones can adapt.
01:00:10 And humans never give up.
01:00:14 [ queen screaming ]
01:00:37 Oh!
01:00:40 [ people chattering ]
01:01:05 He did it!
01:01:11 - Dad!
01:01:13 He's alright!
01:01:17 What am l,
01:01:20 Hello, l just saved
01:01:21 Don't look at me.
01:01:22 l'm not hugging you.
01:01:26 Actually, you might not
01:01:28 l flew through a lot
01:01:32 Max!
01:01:53 Max!
01:01:55 Max, where are you?!
01:01:58 Grandpa!
01:02:01 You've got a lot of gall...
01:02:02 disobeying orders,
01:02:05 Grandpa, l...
01:02:06 You know what that kind
01:02:10 [ laughs ]
01:02:40 l'm sorry, Victor.
01:02:41 None of this would have
01:02:43 if l had trusted you.
01:02:45 No, Max, it wasn't right
01:02:47 Ben, thank you.
01:02:51 You should be thanking
01:02:53 lf it wasn't for Elena,
01:02:54 l'd be at a school
01:02:55 He's just being modest.
01:02:57 Ben, modest?
01:03:00 l guess we make
01:03:02 We make a great team.
01:03:04 We're more than that,
01:03:07 And the Plumbers have
01:03:10 lndeed they do.
01:03:12 Ben, what would you say
01:03:16 What?
01:03:17 Well, l'm not getting
01:03:20 And believe me, l've been
01:03:24 l couldn't take over.
01:03:26 You already have,
01:03:28 That Omnitrix could have gone
01:03:31 We just count ourselves lucky
01:03:34 l hate to say it,
01:03:39 Can we at least get
01:03:42 Well, my first
01:03:44 will be to unaccept
01:03:47 Sorry, you're not getting out
01:03:49 Well, maybe you're right.
01:03:51 What in blazes did
01:03:59 What did you mean when
01:04:01 You are not on the team.
01:04:03 l am now, red.
01:04:05 l earned my place, and l suggest
01:04:07 Oh, l don't think so...
01:04:09 You better get
01:04:10 lt's the sound
01:04:12 Now give me back
01:04:14 Nice try, Kev.
01:04:16 But from now on, l'm driving.
01:04:21 l call shotgun.
01:04:35 § [ hip hop music plays ] §
01:04:37 Ripped from DVD by TheFirstWolf