>> Ben: [ SIGHS ] [ GROANS ]
[ SIGHS ]
[ BREATHING DEEPLY ]
>> Valadis: DID YOU THINK YOU COULD GET RID OF US THAT EASILY?
>> Ben: VALADIS!
WHAT DO YOU WANT?
>> Valadis: THIS ISN'T ABOUT THE MICROCHIPS OR EVEN THE QUEEN AND HER HIVE.
WE UNDERSTAND WHY YOU DID THAT TO US.
>> Ben: THEN WHAT...?
>> Valadis: WE'RE HERE BECAUSE OF WHAT YOU WANTED TO DO TO ELENA.
>> Ben: I-I DON'T UNDERSTAND.
>> Valadis: DON'T LIE TO ME, BEN!
A FATHER CAN TELL.
[ BEEP ] >> Humongousaur: HUMONGOUSAUR!
UH-OH.
VALADIS, PLEASE.
I NEVER WANTED TO HURT ELENA.
>> Valadis: WE DIDN'T SAY YOU WANTED TO HURT HER.
>> Humongousaur: AAAAAAAAAAAH!
>> Ben: [ SIGHS ]
[ TOILET FLUSHES ]
[ BEEP ] >> Cannonbolt: CANNONBOLT!
[ GRUNTING ]
[ BEEP ]
>> Goop: GOOP!
Ben: I MUST HAVE SEEN HIS SHADOW ON THE CURTAIN, AND
THAT'S WHAT MADE ME DREAM ABOUT HIM.
>> Kevin: YOU ASK ME, THE WHOLE THING WAS A DREAM.
>> Gwen: I LIKE THE PART WHERE HUMONGOUSAUR WAS REALLY SMALL.
I WAS READING ABOUT HOW DREAMS REVEAL WHAT WE'RE REALLY AFRAID OF.
>> Ben: IT WAS NOT A DREAM!
WELL, THE...PART ABOUT BEING LITTLE WAS, BUT -- >> Kevin: KEEP TELLING YOURSELF
THAT, BUD.
>> Gwen: BEN, VICTOR VALADIS WAS CURED A LONG TIME AGO.
>> Kevin: AND THOSE ALIEN MICROCHIPS THAT WERE CONTROLLING HIM ALL GOT FLUSHED WHEN YOU
KILLED THE QUEEN AND HER HIVE.
>> Ben: YEAH?
THEN WHAT'S THIS?
READY?
>> Kevin: READY.
>> Gwen: READY.
[ BEEP ] >> Terraspin: TERRASPIN!
UGH!
>> Kevin: WHERE'S VALADIS?
>> [ Russian accent ] WHO ARE YOU?
>> Gwen: WE'RE JUST LOOKING FOR VALADIS.
WE DON'T WANT TO HURT YOU.
>> Kevin: SPEAK FOR YOURSELF, GWEN.
NOW, WHERE IS HE?
>> 6255 PLEASANT HILLS ROAD.
>> Kevin: WHAT'S THAT?
>> Terraspin: A CEMETERY.
>> Gwen: YOU MEAN HE'S...?
>> WAS A BIG SHOCK.
ONE MINUTE, FINE, NEXT MINUTE -- PBBT!
GONE.
>> Gwen: DID YOU KNOW HIM VERY WELL?
>> FEW YEARS.
I HELP HIM WITH EXPERIMENTS.
NICE MAN.
CAN'T BELIEVE I NEVER SEE HIM AGAIN.
>> Kevin: HOLD IT, IGOR.
DOESN'T IT SEEM A LITTLE COINCIDENTAL THAT VALADIS WOULD SUDDENLY DROP DEAD RIGHT AFTER
EVERYTHING THAT HAPPENED?
>> ANYONE CAN DIE -- ANYTIME.
EVEN YOU, SMART GUY.
>> Kevin: THERE'S SOMETHING ABOUT THAT JANITOR I DON'T LIKE.
>> Ben: YEAH -- HE STOOD UP TO YOU.
>> Kevin: MM.
SOMETHING ELSE.
>> Gwen: EITHER OF YOU KNOW HOW TO GET TO THE CEMETERY?
>> Ben: LATER.
WE'VE GOT ANOTHER STOP TO MAKE.
>> YES, WELL...A PINCH LESS NEUTRONIUM OXIDE NEXT TIME.
AND DON'T FORGET -- YOUR RESEARCH PAPERS ARE DUE TOMORROW MORNING, BRIGHT AND EARLY.
[ ALIENS GRUNTING ] WHERE WAS I?
OH, YES -- ELENA.
ONE OF OUR BEST STUDENTS.
SHE WOULD HAVE MADE AN EXCELLENT PLUMBER SOMEDAY.
>> Ben: DID SHE SAY WHY SHE WAS LEAVING?
>> LEAD WITH THE LEFT, DRAX -- THE LEFT!
>> [ GRUNTS ] >> OHH!
>> ELENA WAS SHATTERED BY HER FATHER'S DEATH, AS YOU MIGHT IMAGINE.
SHE COULDN'T CONCENTRATE ON SCHOOL.
>> Gwen: MAYBE SHE'LL BE BACK WHEN SHE GETS OVER IT.
>> I DON'T THINK SO.
WHEN HER FATHER PASSED, SHE WENT BACK TO EARTH AND TOOK OVER HIS RESEARCH ON THE ALIEN
MICROCHIPS.
NO ONE ALIVE KNOWS MORE ABOUT THEM THAN SHE DOES.
>> Ben: THAT'S WHY I'M TRYING TO FIND HER.
[ LIQUID SPLASHES ]
[ BEEPING ] >> I JUST SENT HER NEW ADDRESS
TO YOUR BADGES.
>> Ben: THANKS. I APPR-- [ EXPLOSION ] >> NOT THE CHLORINE -- THE
FLUORINE!
>> Kevin: [ Mockingly ] THAT'S WHY I'M TRYING TO FIND HER.
>> Ben: IT IS WHY.
>> Kevin: ADMIT IT -- YOU JUST WANT TO SEE HER AGAIN.
>> Ben: HEY, ELENA AND I WERE JUST FRIENDS.
THAT'S ALL.
>> Elena: BEN TENNYSON!
>> Kevin: [ SCOFFS ] "JUST FRIENDS."
>> Elena: COME IN.
LET ME SHOW YOU AROUND.
MOST OF THIS CAME FROM MY FATHER'S LAB.
THE REST, I BUILT MYSELF.
>> Ben: INCREDIBLE -- REALLY INCREDIBLE.
>> Elena: MY DAD SET THE BAR PRETTY HIGH.
>> Gwen: ELENA, A-ARE YOU SURE YOU SHOULD BE DOING THIS?
>> Elena: WHAT?
STUDYING THE ALIEN MICROCHIPS?
HOW COULD I NOT?
>> Gwen: YOU KNOW HOW DANGEROUS THEY ARE.
THEY CAN REPRODUCE THEMSELVES, TAKE OVER LIVING BODIES.
>> Elena: AND THEY CAN ALSO SOLVE HALF THE PROBLEMS OF THE HUMAN RACE.
THEY CAN MAKE BRIDGES, ROADS, EVEN WHOLE CITIES.
AND ALL ANYONE WOULD HAVE TO DO IS THINK OF SOMETHING THEY WANT, AND THE CHIPS WOULD MAKE IT.
>> Kevin: NOT WORTH THE RISK.
>> Elena: THERE'S NO RISK.
WATCH.
[ MOTOR WHIRRING ] [ DOOR UNLOCKS ]
>> Gwen: WAIT! DON'T!
[ ALARM BEEPING ] [ BEEPING STOPS ]
>> Elena: FORCE FIELD -- MY
FAILSAFE DEVICE.
NONE OF THE CHIPS CAN EVER LEAVE THAT COMPARTMENT.
>> Kevin: YEAH?
HOW DO YOU EXPLAIN THIS?
[ BEEPING ] >> Elena: IT'S NOT ONE OF MINE.
>> Gwen: IT HAS TO BE.
WHERE ELSE COULD IT HAVE COME FROM?
>> Ben: THAT'S WHAT WE HAVE TO FIND OUT, AND WE NEED YOU TO HELP US, ELENA.
YOU KNOW MORE ABOUT THESE THINGS THAN ANYONE ELSE IN THE WORLD.
>> Elena: BEN, I'D LIKE TO HELP, BUT WHAT I'M DOING HERE -- IT'S JUST TOO IMPORTANT.
MAYBE YOU COULD HELP ME.
THIS COULD CHANGE THE WHOLE WORLD, YOU KNOW.
>> Kevin: THESE COULD CHANGE THE WHOLE WORLD, TOO...
BUT NOT IN A GOOD WAY.
>> Gwen: BEN'S GOT TO HELP US FIND OUT WHERE THEY CAME FROM.
HE DOESN'T HAVE TIME TO BE A LAB RAT.
RIGHT, BEN?
[ Sternly ] BEN?
>> Ben: OH, RIGHT.
RIGHT.
>> Gwen: IT'S JUST TOO DANGEROUS.
>> Kevin: I WOULDN'T GO THAT FAR.
DISAPPOINTING, MAYBE.
>> Gwen: ELENA AND THOSE MICROCHIPS SHE'S WORKING ON?
>> Kevin: OH, THEM.
YEAH, THEY ARE DANGEROUS -- DEFINITELY.
[ SLURPING ] >> Gwen: WHAT WERE YOU TALKING ABOUT?
>> Kevin: ELENA AND BEN.
>> Gwen: WHAT ABOUT THEM?
>> Kevin: THEY'RE INTERESTED IN EACH OTHER.
ANYBODY CAN SEE THAT.
BUT SHE'S GONNA BE A PROBLEM.
>> Gwen: OH?
>> Kevin: ELENA'S THE TYPE WHO MAKES GUYS THINK SHE CARES ABOUT THEM.
BUT ONCE THEY START TO CARE ABOUT HER -- POOF!
SHE'S GONE.
I'VE SEEN THE TYPE BEFORE -- LOTS OF TIMES.
I MEAN, I'VE HEARD ABOUT THEM -- FROM FRIENDS.
[ DOORBELL RINGS ]
>> Ben: HEY, JULIE.
>> Julie: I WAS JUST PASSING BY.
BUT IF YOU'RE BUSY OR SOMETHING...
>> Ben: DOING HOMEWORK, IF YOU CAN BELIEVE IT.
COME ON IN.
>> Julie: YOU LOOK KIND OF UPSET.
>> Ben: IT'S THIS PROBLEM I'M WORKING ON.
>> Julie: CALCULUS?
>> Ben: I WISH.
THEN I COULD JUST CON YOU INTO DOING IT FOR ME.
IT'S LIKE THE ANSWER'S RIGHT IN FRONT OF ME, BUT I CAN'T SEE IT.
>> Julie: WHAT IS THE PROBLEM EXACTLY?
A CASE?
>> Ben: YEAH -- MICROCHIPS.
I'LL SHOW YOU.
>> Julie: WHAT'S THE MATTER?
>> Ben: KEVIN HAS IT.
YOU KNOW, IT FEELS LIKE I'M ALWAYS RUNNING OFF SOMEWHERE, DOESN'T IT?
>> Julie: IT'S STARTING TO.
>> Ben: CAN WE GET TOGETHER TOMORROW NIGHT -- FOR SURE?
>> Julie: I'D LIKE THAT.
>> Both: [ GRUNTING ]
[ TIRES SCREECH ]
>> Kevin: [ GROANS ]
[ BEEPING ] >> Waterhazard: WATERHAZARD!
>> Gwen: HE WAS WILLING TO FIGHT US BUT NOT YOU, BEN.
IT DOESN'T MAKE SENSE.
>> Kevin: SOMETHING ELSE DOESN'T MAKE SENSE, EITHER.
IF ANY OF YOUR ALIENS ARE GOOD AT DIGGING, NOW WOULD BE THE TIME.
>> Ben: I'M STILL NOT CONVINCED THIS IS SUCH A GREAT IDEA.
>> Kevin: HOW ELSE ARE WE GONNA PROVE VALADIS ISN'T DEAD?
>> Gwen: THERE IS SOMEONE DOWN THERE.
AND IT'S VICTOR VALADIS.
>> Elena: I COULD HAVE TOLD YOU THAT.
>> Ben: ELENA?
I THOUGHT YOU DIDN'T WANT TO HELP.
>> Elena: CHANGED MY MIND.
>> Gwen: BUT YOUR RESEARCH WAS SO IMPORTANT.
>> Elena: FRIENDS ARE IMPORTANT, TOO.
>> Gwen: WHAT I'M WONDERING IS WHY THESE NEW CHIPS WOULD TAKE THE FORM OF YOUR FATHER.
>> Elena: HABIT?
THEY KNOW IT FROM WHEN THEY ATTACKED US BEFORE.
>> Ben: BUT WHAT DO THEY WANT?
LAST TIME, THEY TRIED TO TAKE OVER EVERYONE AND EVERYTHING.
BUT THIS TIME...
>> Kevin: I KNOW WHAT THEY WANT.
THEY WANT TO KILL ME.
>> Gwen: AND ME.
>> Ben: BUT NOT ME.
>> Elena: HOW SO?
>> Ben: IT RAN FROM ME TWICE.
>> Elena: MAYBE IT WAS AFRAID OF ALL THOSE ALIENS YOU HAVE ON YOUR WRIST.
>> Gwen: THEN WHY WOULDN'T IT HAVE BEEN AFRAID OF ME?
OR KEVIN?
WE'RE NOT EXACTLY POWERLESS, YOU KNOW.
>> Elena: I'M A SCIENTIST, NOT A DETECTIVE.
>> Kevin: WELL, I'M GONNA GO DO SOME DETECTIVE WORK.
COMING?
>> Ben: CAN'T.
I'M SUPPOSED TO SEE JULIE LATER.
ALTHOUGH WE PROBABLY NEED TO FIND A RESTAURANT THAT DOESN'T HAVE A HOLE IN IT.
>> Kevin: SUIT YOURSELF.
[ ENGINE TURNS OVER ]
>> Gwen: DID YOU SEE THE FACE ELENA MADE WHEN BEN MENTIONED JULIE?
>> Kevin: THAT'S JUST THE WAY GIRLS ARE.
YOU GOT TO TAKE ADVANTAGE, PLAY ONE AGAINST THE OTHER.
AT LEAST...THAT'S WHAT MY FRIENDS SAY.
>> Gwen: WHICH FRIENDS?
>> Kevin: THE ONES I DON'T SEE ANYMORE?
>> Gwen: W-WHAT ARE WE DOING BACK HERE?
>> Kevin: I NOTICED SOMETHING ABOUT THAT JANITOR.
>> WHAT DO YOU WANT?
>> Kevin: I WANT TO KNOW WHO YOU REALLY ARE!
>> Gwen: KEVIN!
>> Kevin: HE KNOWS WHAT I'M TALKING ABOUT.
DON'T YOU?
>> I DO NOT.
YOU'RE CRAZY!
>> Kevin: OH, YEAH?
THEN WHAT ABOUT THIS?
>> AAH!
[ GRUNTS ] [ GROANS ]
>> Kevin: I SPOTTED IT LAST TIME WE WERE HERE.
WHEN HE WAKES UP, EVERYTHING'S GONNA BE A WHOLE LOT CLEARER.
>> Gwen: YOU'RE SURE ABOUT THAT?
>> Kevin: ABSOLUTELY.
I SAW SOMETHING LIKE THIS ON TV ONCE.
>> Gwen: TELL ME IT DIDN'T INVOLVE A CARTOON DOG.
[ INDISTINCT CONVERSATIONS ]
>> Julie: BEN?
BEN?
[ TIRES SQUEAL ] [ TIRES SCREECH ]
>> Ben: HEY.
ANYBODY SEEN JULIE?
>> SHE JUST WENT AROUND BACK.
>> Ben: THANKS.
JULIE?
[ MOTOR WHIRRING ]
[ KNOCK ON DOOR ]
>> Elena: BEN!
[ DOOR CLOSES ]
WHAT'S THE MATTER?
>> Ben: I FOUND ANOTHER CHIP.
[ BEEPING ]
>> Elena: THIS ISN'T ONE OF MINE, EITHER.
>> Ben: PROVE IT.
I WANT TO COMPARE IT TO ONE OF YOURS.
>> Elena: MINE ARE ALL IN THE -- >> Ben: THEY'RE THE SAME, AREN'T THEY?
AREN'T THEY?!
>> Elena: YES.
>> Ben: YOU'VE LEARNED TO CONTROL THE CHIPS, AND YOU'VE BEEN TRYING TO GET RID OF ANYONE
WHO STOOD BETWEEN YOU AND ME.
THAT'S WHY THEY TRIED TO KILL GWEN AND KEVIN BUT WOULDN'T FIGHT ME.
>> Elena: I DID MAYBE LIE A LITTLE ABOUT THE CHIPS, BUT NONE OF THE OTHER STUFF IS TRUE.
A FEW OF THEM GOT AWAY BEFORE I PUT IN THE FORCE FIELD.
I-I DIDN'T THINK THEY WOULD DO ANY HARM.
>> Ben: YOU DIDN'T THINK!
>> Elena: I'M SORRY!
I WAS SELFISH.
I DIDN'T WANT TO STOP MY WORK TO GO LOOK FOR THEM.
YOU KNOW HOW MUCH THIS MEANS TO ME -- AND TO THE WORLD.
WE'LL GO RIGHT NOW.
WITH WHAT I'VE LEARNED THESE LAST FEW MONTHS, IT SHOULDN'T TAKE LONG TO FIND THEM AND
DEACTIVATE THEM.
OKAY?
>> Kevin: COME ON, IGOR.
UP AND AT 'EM.
>> [ GROANS ]
WHY YOU DO THAT TO ME?
>> Kevin: YOU DID IT TO YOURSELF.
WHO ARE YOU?
>> I AM JANITOR, IDIOT BOY!
>> Kevin: THEN HOW DO YOU EXPLAIN THIS?
>> FOR HIDING WHEN HAIR START TO FALL OUT!
THAT'S HOW I EXPLAIN!
MAYBE YOU NEED ONE SOMEDAY, TOO.
>> Gwen: KEVIN, I THINK AN APOLOGY MIGHT BE IN ORDER.
>> Kevin: NO WAY!
THIS GUY'S GOT TO KNOW SOMETHING.
>> Gwen: WHY?
BECAUSE THAT'S HOW IT WORKS ON TV?
>> I DON'T KNOW NOTHING.
ALL I DO IS CLEAN UP VICTOR'S LAB, THEN HELP CRAZY DAUGHTER MOVE EQUIPMENT.
>> Gwen: W-WAIT A MINUTE.
WHY DO YOU THINK ELENA'S CRAZY?
>> WAY SHE TALK, SAYING "WE" OR "US" WHEN IT JUST HER.
WHO SHE THINK SHE IS, QUEEN OF ENGLAND?
>> Gwen: NO, NOT THE QUEEN OF ENGLAND -- THE NANITE QUEEN.
>> Kevin: I THOUGHT THE QUEEN WAS DEAD.
>> Gwen: LONG LIVE THE QUEEN.
>> Ben: GUESS I GOT A LITTLE PARANOID.
FOR A MINUTE THERE, I EVEN THOUGHT JULIE -- >> Elena: WHAT ABOUT JULIE?
>> Ben: NOTHING.
SHE MUST HAVE CHANGED HER MIND ABOUT WANTING TO SEE ME AGAIN.
THAT'S ALL.
>> Julie: [ GRUNTING ]
>> Elena: I'M SO GLAD WE'RE GOING TO BE TOGETHER NOW.
>> Ben: WORKING TOGETHER, ELENA.
>> Elena: IT WON'T ALWAYS BE WORK.
[ CLATTER ] >> Ben: YOU HEAR THAT?
>> Elena: DON'T!
[ RUSTLING ]
[ Distorted ] WE SAID, "DON'T!"
>> Ben: IT WAS YOU.
>> Elena: US, BEN -- US!
SOME OF THE CHIPS HID IN ME SO THAT THE ONES INSIDE MY FATHER COULD BE SACRIFICED.
WE BUILT A FALSE QUEEN TO MISLEAD YOU.
>> Ben: AND I BOUGHT IT.
ELENA, THEY'VE BEEN CONTROLLING YOU!
YOU'VE GOT TO FIGHT THEM!
>> Elena: THEY'RE NOT CONTROLLING ME.
THEY ARE ME, AND I AM THEM.
THEY GIVE ME WHAT I WANT.
THEY FULFILL MY DEEPEST DESIRES, EVEN THE ONES I DON'T KNOW I HAVE.
WE COULD FULFILL YOUR DEEPEST DESIRES, TOO.
YOU LIKE YOUR CAR?
WOULDN'T YOU LIKE A FEW MORE?
OR SOMETHING ELSE?
ANYTHING ELSE?
WE CAN GIVE IT TO YOU, BEN.
DON'T!
>> Ben: MAKE HIM GO AWAY, ELENA.
>> Elena: I CAN'T.
THE CHIPS WANT WHAT I WANT, AND I CAN'T STOP WANTING!
[ THUDDING ]
[ BEEP ] >> Armodrillo: ARMODRILLO!
>> Kevin: WHAT DID I TELL YOU?
FROM NOW ON, YOU CAN CALL ME SHERLOCK LEVIN.
>> Armodrillo: YOU HAVE TO STOP THEM!
>> Elena: WE CAN'T!
>> Armodrillo: THEN I'LL HAVE TO STOP YOU!
>> Elena: YOU KNOW WE LIKE YOU, BEN...
BUT NOT THAT MUCH.
>> Armodrillo: CAN'T...BREATHE!
>> Julie: IS THIS WHAT YOU WANT?
>> Armodrillo: [ GASPING ] >> Elena: IT...MUST BE!
>> Julie: NO.
WHATEVER'S LEFT OF ELENA COULDN'T WANT THIS.
>> Elena: JULIE, WE CAN'T STOP!
>> Julie: THEN YOU NEVER REALLY CARED ABOUT BEN.
>> Elena: WE DID!
I DID!
>> Julie: ISN'T THERE SOME PART OF YOU LEFT?
THE R YOU THAT STILL CARES ENOUGH TO STOP THIS?
>> Armodrillo: [ GASPING ]
[ ALARM BEEPING ]
>> Julie: ELENA, DON'T!
>> Elena: AAAAAAAAAAAAH!
[ BEEP ]
>> Kevin: [ GRUNTS ]
Ben: OH, NO.
>> Julie: THAT WASN'T ELENA.
THE NANITES GOT HER A LONG TIME AGO.
>> Ben: YOU'RE WRONG.
THERE WAS ENOUGH OF MY FRIEND LEFT TO SAVE MY LIFE.
GOODBYE, ELENA.
[ ENGINE TURNS OVER ]
[ CRACKLING ]