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Ben 10: Alien Swarm (2009)
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[ car approaches ]
3
00:00:09,962 --> 00:00:14,797
[ tires squeal ]
4
00:00:14,867 --> 00:00:18,359
๏ฟฝ [ rock music plays ] ๏ฟฝ
5
00:00:30,783 --> 00:00:33,411
[ engine revs ]
6
00:01:02,715 --> 00:01:04,114
What have you got
for me, Fitz?
7
00:01:04,183 --> 00:01:05,980
l knew you'd be the guy
to call on this, Kev.
8
00:01:06,052 --> 00:01:08,350
This is big, and l figured
you'd have the connections to...
9
00:01:08,421 --> 00:01:10,514
Show me.
10
00:01:14,193 --> 00:01:15,820
[ dials phone ]
11
00:01:15,895 --> 00:01:18,557
[ engines rev ]
12
00:01:27,273 --> 00:01:29,764
l'm just the middle man.
13
00:01:31,010 --> 00:01:33,535
[ tires squeal ]
14
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Are you the buyer?
15
00:01:40,186 --> 00:01:42,711
lt depends.
What are you selling?
16
00:01:42,789 --> 00:01:44,882
Alien technology...
17
00:01:44,957 --> 00:01:48,017
the good stuff.
18
00:01:48,094 --> 00:01:50,426
Watch the paint.
19
00:02:06,078 --> 00:02:07,306
What is it?
20
00:02:07,380 --> 00:02:09,177
You don't know?
21
00:02:09,248 --> 00:02:11,273
You don't know,
do you?
22
00:02:11,350 --> 00:02:14,080
ls it a weapon?
Does it fire?
23
00:02:14,153 --> 00:02:16,053
Can it blow stuff up?
24
00:02:16,122 --> 00:02:17,714
See, this is
important information
25
00:02:17,790 --> 00:02:18,916
for a prospective buyer.
26
00:02:18,991 --> 00:02:20,856
lt's alien technology, man.
27
00:02:20,927 --> 00:02:22,758
lt's gotta be
worth some money.
28
00:02:22,829 --> 00:02:24,023
Are you interested
or not?
29
00:02:24,096 --> 00:02:26,530
Just chill.
30
00:02:26,599 --> 00:02:28,863
Let me talk
to my partners.
31
00:02:28,935 --> 00:02:29,833
Partners?
32
00:02:29,902 --> 00:02:31,494
You didn't say anything
about partners.
33
00:02:31,571 --> 00:02:32,936
Neither did you.
34
00:02:34,807 --> 00:02:37,935
[ laughs nervously ]
35
00:02:38,010 --> 00:02:40,570
You're working
with him?
36
00:02:40,646 --> 00:02:42,079
Actually,
l'm working with her.
37
00:02:42,148 --> 00:02:43,410
Kevin doesn't really work,
38
00:02:43,483 --> 00:02:45,212
he just stands around
flexing his muscles.
39
00:02:45,284 --> 00:02:46,979
Yeah, how about l flex 'em
in your face?
40
00:02:47,053 --> 00:02:48,315
Who are these jokers,
man?
41
00:02:48,387 --> 00:02:49,752
l can't tell you.
l'm just the middle man.
42
00:02:49,822 --> 00:02:51,312
We're just some
regular old folks
43
00:02:51,390 --> 00:02:54,450
who are beginning to think this is
a big, fat waste of our time.
44
00:02:54,527 --> 00:02:56,392
What do we got?
45
00:02:56,462 --> 00:02:58,157
l've never seen anything
like 'em, Ben.
46
00:02:58,231 --> 00:02:59,994
They're complex.
47
00:03:00,066 --> 00:03:02,694
Must be grade 9 tech
at least.
48
00:03:02,768 --> 00:03:05,703
[ whirring ]
49
00:03:05,771 --> 00:03:06,669
Whatever they are,
50
00:03:06,739 --> 00:03:08,138
they're screwing up
the Omnitrix.
51
00:03:08,207 --> 00:03:09,572
What's with you guys?
52
00:03:09,642 --> 00:03:11,837
l've never met buyers
like you before.
53
00:03:11,911 --> 00:03:14,744
You never met anyone
like them before
54
00:03:14,814 --> 00:03:17,874
because they're not just
black market lowlifes like you.
55
00:03:17,950 --> 00:03:19,815
They're Plumbers.
56
00:03:19,886 --> 00:03:22,252
You mean they're gonna pay for
this stuff by fixing my toilet?
57
00:03:22,321 --> 00:03:25,484
The Plumbers are a secret
interplanetary security force,
58
00:03:25,558 --> 00:03:27,822
saving the world
so we don't have to.
59
00:03:27,894 --> 00:03:29,885
Oh, right, of course.
60
00:03:29,962 --> 00:03:31,623
We're cops from outer space.
61
00:03:31,697 --> 00:03:35,292
Or maybe,
we're firemen from Atlantis.
62
00:03:35,368 --> 00:03:38,496
How did you learn about
these Plumbers you think we are?
63
00:03:41,641 --> 00:03:43,609
Everything l know
about the Plumbers,
64
00:03:43,676 --> 00:03:45,507
l learned
the same way you did...
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00:03:45,578 --> 00:03:47,307
Ben.
66
00:03:47,380 --> 00:03:48,312
Elena?
67
00:03:48,381 --> 00:03:50,975
No. Way.
68
00:03:51,050 --> 00:03:52,608
Oh, you still
remember me.
69
00:03:52,685 --> 00:03:53,515
l'm honored.
70
00:03:53,586 --> 00:03:54,484
KEVlN:
Hello?
71
00:03:54,554 --> 00:03:56,818
Can anyone toss me a clue
as to what's going on here?
72
00:03:56,889 --> 00:03:59,619
Kevin, this is Elena Validus.
73
00:03:59,692 --> 00:04:01,887
She's a Plumbers' Kid,
like us.
74
00:04:01,961 --> 00:04:03,258
Not like you, Gwen.
75
00:04:03,329 --> 00:04:04,853
None of my ancestors
were aliens.
76
00:04:04,931 --> 00:04:07,297
l don't have any cool
powers to rely on.
77
00:04:07,366 --> 00:04:08,958
We hung out for a while
back in the day.
78
00:04:09,035 --> 00:04:10,400
Then Elena's dad quit.
79
00:04:10,469 --> 00:04:12,096
And you moved away
80
00:04:12,171 --> 00:04:13,263
and we haven't heard
from you since.
81
00:04:13,339 --> 00:04:14,897
ls that what they told you?
82
00:04:14,974 --> 00:04:16,373
That my dad quit?
83
00:04:16,442 --> 00:04:18,205
Considering that
you have more power
84
00:04:18,277 --> 00:04:19,437
than all the Plumbers combined,
85
00:04:19,512 --> 00:04:20,376
you sure don't
know much.
86
00:04:20,446 --> 00:04:22,209
Then why don't you tell me?
87
00:04:22,281 --> 00:04:24,181
What's going on?
What are you doing here
with these chips?
88
00:04:24,250 --> 00:04:25,478
l'm here to find you.
89
00:04:25,551 --> 00:04:27,576
The Plumbers don't
exactly advertise.
90
00:04:27,653 --> 00:04:29,484
l need your help, Ben.
91
00:04:29,555 --> 00:04:31,216
lt's my father.
He's been abducted.
92
00:04:31,290 --> 00:04:33,053
Call the cops.
93
00:04:33,125 --> 00:04:34,319
They can't help.
94
00:04:34,393 --> 00:04:36,623
His disappearance is connected
with these alien chips.
95
00:04:36,696 --> 00:04:38,061
We'll help you find him,
Elena.
96
00:04:38,130 --> 00:04:39,461
You're a Plumbers' Kid,
and a friend.
97
00:04:39,532 --> 00:04:40,590
Am l, Ben?
98
00:04:40,666 --> 00:04:41,724
Really?
99
00:04:41,801 --> 00:04:43,666
Because life's been pretty hard
for the last three years,
100
00:04:43,736 --> 00:04:46,034
and l don't recall you
ever looking us up.
101
00:04:46,105 --> 00:04:49,541
[ chips crackling ]
102
00:04:49,609 --> 00:04:50,940
What is that?
103
00:04:51,010 --> 00:04:52,341
Elena?
104
00:04:52,411 --> 00:04:54,402
- l don't know.
- lt's a double-cross.
105
00:04:54,480 --> 00:04:55,913
A trap, Ben.
106
00:04:55,982 --> 00:04:58,177
No! l swear it!
l just wanted your help!
107
00:04:58,250 --> 00:04:59,774
Don't wanna impose
on your little dysfunctions,
108
00:04:59,852 --> 00:05:02,218
so...
109
00:05:02,288 --> 00:05:05,314
[ crackling and whistling ]
110
00:05:08,894 --> 00:05:12,625
[ all grunting ]
111
00:05:14,333 --> 00:05:16,767
MAN:
Bring them back to us.
112
00:05:20,139 --> 00:05:22,232
Kevin, l think you were right
113
00:05:22,308 --> 00:05:24,435
about these not being
ordinary computer chips.
114
00:05:24,510 --> 00:05:27,035
Stay down!
115
00:05:27,113 --> 00:05:32,608
[ chips buzzing and squeaking ]
116
00:05:40,960 --> 00:05:42,120
Gwen!
117
00:05:48,768 --> 00:05:49,700
GWEN:
Ben!
118
00:05:49,769 --> 00:05:51,964
l don't mean
to backseat drive,
119
00:05:52,038 --> 00:05:53,903
but it might be
a good time for the Omnitrix.
120
00:05:53,973 --> 00:05:55,099
Not!
121
00:05:55,174 --> 00:05:57,039
l think it's having
a meltdown or something.
122
00:05:57,109 --> 00:06:00,601
Don't sweat it, dude.
lf you can't handle it...
123
00:06:00,680 --> 00:06:03,148
l know someone
who can.
124
00:06:04,950 --> 00:06:07,885
What's going on?
125
00:06:07,953 --> 00:06:09,614
They're all, like,
freaks or something!
126
00:06:09,689 --> 00:06:12,522
Let's get outta here,
man!
127
00:06:13,526 --> 00:06:17,121
[ tires squeal ]
128
00:06:38,918 --> 00:06:40,476
They're not just chips.
129
00:06:40,553 --> 00:06:43,818
lt's some kind of alien
nano-technology.
130
00:06:43,889 --> 00:06:45,584
The attack is too organized.
131
00:06:45,658 --> 00:06:47,717
There must be
intelligence behind it.
132
00:06:54,567 --> 00:06:55,864
l don't know
if he's intelligent,
133
00:06:55,935 --> 00:06:58,995
but l think we found
the puppeteer.
134
00:07:00,773 --> 00:07:01,831
That's not good.
135
00:07:01,907 --> 00:07:04,137
Ready or not!
136
00:07:07,947 --> 00:07:10,438
Come on, Spider Monkey.
137
00:07:17,690 --> 00:07:19,988
Big Chill?
138
00:07:20,059 --> 00:07:22,527
That'll work.
139
00:07:26,899 --> 00:07:28,696
[ grunts ]
140
00:07:28,768 --> 00:07:31,066
Hold on, Gwen!
141
00:07:50,589 --> 00:07:52,819
Are you all right?
142
00:07:52,892 --> 00:07:55,190
Yeah.
Thanks.
143
00:07:55,261 --> 00:07:56,922
Who is that guy, Elena?
144
00:07:56,996 --> 00:07:58,361
l don't know.
145
00:07:58,430 --> 00:08:00,955
Then let's find out.
146
00:08:11,744 --> 00:08:13,109
No!
147
00:08:14,613 --> 00:08:16,979
Gwen!
148
00:08:19,652 --> 00:08:21,244
Gwen, are you okay?
149
00:08:21,320 --> 00:08:22,753
Yeah, l'm fine.
150
00:08:22,822 --> 00:08:24,289
Who is that guy?
151
00:08:24,356 --> 00:08:28,053
l think you mean,
who was he?
152
00:08:28,127 --> 00:08:30,118
Elena?
153
00:08:30,196 --> 00:08:31,322
lf you're looking
for your girlfriend,
154
00:08:31,397 --> 00:08:33,661
l think your personal
charm was too much for her.
155
00:08:33,732 --> 00:08:35,495
Kevin was right..
she set us up.
156
00:08:35,568 --> 00:08:38,264
Did she?
157
00:08:38,337 --> 00:08:40,965
l'm not so sure.
158
00:08:45,544 --> 00:08:50,106
๏ฟฝ [ hip hop music plays ] ๏ฟฝ
159
00:08:59,158 --> 00:09:02,059
BEN:
This whole thing is wrong
from top to bottom.
160
00:09:02,127 --> 00:09:05,119
Yeah, starting with that crazy
biker babe girlfriend of yours.
161
00:09:05,197 --> 00:09:06,289
Elena's not my girlfriend,
Kevin.
162
00:09:06,365 --> 00:09:07,559
We were, like, 13.
163
00:09:07,633 --> 00:09:09,066
Her story doesn't add up, Ben.
164
00:09:09,134 --> 00:09:10,692
Why sell alien tech
on the black market
165
00:09:10,769 --> 00:09:12,760
just to find the Plumbers
when her father used to be one?
166
00:09:12,838 --> 00:09:14,328
She said that something
happened to her dad
167
00:09:14,406 --> 00:09:16,567
back when they lived here,
and we weren't told
the truth about it.
168
00:09:16,642 --> 00:09:18,075
lf that's the case,
169
00:09:18,143 --> 00:09:21,271
Grandpa Max has some serious
explaining to do.
170
00:09:22,448 --> 00:09:24,609
MAN:
l'm sorry,
171
00:09:24,683 --> 00:09:26,480
that old girl's
gonna need new pistons.
172
00:09:26,552 --> 00:09:27,576
There's no getting around it.
173
00:09:27,653 --> 00:09:30,053
- Hey, Ed.
- Hey, guys.
174
00:09:30,122 --> 00:09:32,886
Gotta grab something
out of the back.
175
00:09:32,958 --> 00:09:34,892
Hey, Ben, you going
to the game tomorrow?
176
00:09:34,960 --> 00:09:36,552
Uh...
177
00:09:36,629 --> 00:09:37,561
l hope so, Molly.
178
00:09:37,630 --> 00:09:39,860
Just got hit
with some serious, uh,
179
00:09:39,932 --> 00:09:42,867
homework.
180
00:09:44,270 --> 00:09:45,328
KEVlN:
You know Benji,
181
00:09:45,404 --> 00:09:48,305
all work
and no play.
182
00:09:50,376 --> 00:09:51,400
ED:
Seriously,
183
00:09:51,477 --> 00:09:52,705
look, that's the best
l can do for you.
184
00:09:52,778 --> 00:09:55,246
l don't make the price,
l just fix the cars.
185
00:09:58,384 --> 00:10:01,444
l don't recognize it,
and l really don't like it.
186
00:10:01,520 --> 00:10:02,714
Me neither.
187
00:10:02,788 --> 00:10:03,914
Sooner we get that
under the scanner,
188
00:10:03,989 --> 00:10:05,183
the sooner we can
hunt down that creep
189
00:10:05,257 --> 00:10:06,747
and his army of flying chips.
190
00:10:06,825 --> 00:10:09,316
You mean the chips your gal pal
illegally had in her possession?
191
00:10:09,395 --> 00:10:12,694
All right, Kev.
l think he gets it.
192
00:10:18,370 --> 00:10:20,895
l don't get what
you see in him.
193
00:10:28,948 --> 00:10:30,973
System's up.
194
00:10:31,050 --> 00:10:32,574
COMPUTER:
Good afternoon, Ben.
195
00:10:32,651 --> 00:10:34,983
Now activating all partitions.
196
00:10:35,054 --> 00:10:37,716
Ben, did you ask Grandpa Max
if we could use the Comm Center?
197
00:10:37,790 --> 00:10:39,155
You wanna start
solving this thing,
198
00:10:39,224 --> 00:10:41,715
or you wanna go looking
for a permission slip?
199
00:10:57,076 --> 00:11:01,035
COMPUTER:
Engaging comprehensive interior
and exterior scan.
200
00:11:01,113 --> 00:11:05,049
Biological and inorganic matter
detected.
201
00:11:05,117 --> 00:11:08,018
Molecular density is inert.
202
00:11:08,087 --> 00:11:12,023
Austenitic, ferritic, and
martensitic phase microstructure.
203
00:11:12,091 --> 00:11:15,151
Both organic and inorganic
materials.
204
00:11:15,227 --> 00:11:17,718
Gwen, you are a credit
to the science club.
205
00:11:17,796 --> 00:11:19,764
l've never seen
anything like this.
206
00:11:19,832 --> 00:11:21,390
l mean, it's tech,
207
00:11:21,467 --> 00:11:23,935
but it's also a carbon-silken
based life form.
208
00:11:24,003 --> 00:11:26,198
So they're alive.
209
00:11:26,271 --> 00:11:28,262
Man, l'm liking these
less and less.
210
00:11:28,340 --> 00:11:30,308
Well, they were alive,
kind of.
211
00:11:30,376 --> 00:11:32,936
Now they're in alien chip
heaven.
212
00:11:33,012 --> 00:11:36,277
Let me see if l can trace
where they came from.
213
00:11:36,348 --> 00:11:41,650
[ whizzing ]
214
00:11:41,720 --> 00:11:43,449
They're completely inert.
215
00:11:43,522 --> 00:11:45,319
l can't pick up
any energy signature.
216
00:11:45,391 --> 00:11:47,052
What now?
217
00:11:47,126 --> 00:11:49,287
Well, maybe l can jumpstart
an energy pulse,
218
00:11:49,361 --> 00:11:52,262
but it will take forever,
and it'll be a total pain in the...
219
00:11:52,331 --> 00:11:54,595
All right, l'll get
right on it.
220
00:11:54,666 --> 00:11:56,258
Or, we could just find Elena,
221
00:11:56,335 --> 00:11:57,768
and ask her
where they came from.
222
00:11:57,836 --> 00:11:59,770
What makes you think that
she would tell you the truth?
223
00:11:59,838 --> 00:12:01,328
She could have set us up.
224
00:12:01,407 --> 00:12:02,567
She's one of us.
225
00:12:02,641 --> 00:12:03,801
She was one of us.
226
00:12:03,876 --> 00:12:05,537
You have no idea
who she is now.
227
00:12:05,611 --> 00:12:07,169
You can't trust her.
228
00:12:07,246 --> 00:12:08,645
Evidently l can't
trust anyone.
229
00:12:08,714 --> 00:12:09,942
l can't even trust Max.
230
00:12:10,015 --> 00:12:11,448
Trust me to do what?
231
00:12:11,517 --> 00:12:13,883
Hey, Grandpa.
232
00:12:13,952 --> 00:12:16,352
We can't trust you to make soup
without putting
233
00:12:16,422 --> 00:12:18,515
baked hummus,
or lizard gizzards in it.
234
00:12:18,590 --> 00:12:20,683
Hmm.
235
00:12:20,759 --> 00:12:23,125
That sounds like
a pretty good combo.
236
00:12:23,195 --> 00:12:25,493
What are you guys doing
down here in the hole
237
00:12:25,564 --> 00:12:27,156
on off hours?
238
00:12:27,232 --> 00:12:29,996
Uh, we had a little
situation.
239
00:12:30,069 --> 00:12:31,263
COMPUTER:
Commencing scan.
240
00:12:31,336 --> 00:12:33,804
Hey, what's that?
241
00:12:33,872 --> 00:12:35,840
Looks familiar.
242
00:12:35,908 --> 00:12:38,706
l've seen that
somewhere before.
243
00:12:38,777 --> 00:12:41,007
You have?
Where?
244
00:12:41,080 --> 00:12:43,207
Max, there's something
you need to explain...
245
00:12:43,282 --> 00:12:45,842
Unidentified intrusion
at entryway three.
246
00:12:45,918 --> 00:12:48,045
Sounds like we've got
an uninvited guest.
247
00:12:48,120 --> 00:12:50,714
Kev, punch up a tracker
on the complex.
248
00:12:50,789 --> 00:12:52,256
No need.
249
00:12:52,324 --> 00:12:54,258
l've got 'em.
250
00:12:54,326 --> 00:12:55,588
They're in Max's office!
251
00:12:55,661 --> 00:12:58,994
They better not touch
my model train set!
252
00:12:59,064 --> 00:13:01,396
l just painted the caboose!
253
00:13:13,579 --> 00:13:17,174
Over here, guys.
254
00:13:17,249 --> 00:13:20,047
Whoever you are, you picked
the wrong place to break into.
255
00:13:20,119 --> 00:13:24,681
You're gonna be one
fried, roasted and baked...
256
00:13:24,756 --> 00:13:26,018
babe?
257
00:13:26,091 --> 00:13:28,286
lt's okay, Max.
258
00:13:28,360 --> 00:13:29,793
You probably don't recognize
her, she's...
259
00:13:29,862 --> 00:13:32,922
lt's not okay.
lt's a Validus.
260
00:13:32,998 --> 00:13:34,625
How'd you get in here?
261
00:13:37,603 --> 00:13:39,537
lt's time to get Big Ed
some glasses.
262
00:13:39,605 --> 00:13:41,505
Been a long time,
Mr. Tennyson.
263
00:13:41,573 --> 00:13:44,303
You shouldn't have come here,
Elena.
264
00:13:44,376 --> 00:13:46,037
Max, Elena was the one
who set up the sale
265
00:13:46,111 --> 00:13:47,738
of those weird chips.
266
00:13:47,813 --> 00:13:48,677
Of course.
267
00:13:48,747 --> 00:13:51,045
l knew l'd seen those before.
268
00:13:51,116 --> 00:13:52,344
lt's time for you
to go!
269
00:13:52,417 --> 00:13:54,385
Mr. Tennyson,
l had to do that.
270
00:13:54,453 --> 00:13:55,545
l need help,
and it was the only way
271
00:13:55,621 --> 00:13:56,519
l could think of to get it.
272
00:13:56,588 --> 00:13:57,646
You know the rules!
273
00:13:57,723 --> 00:13:58,781
lt's my father!
274
00:13:58,857 --> 00:14:01,291
He's been kidnapped by whoever,
or whatever made those chips.
275
00:14:01,360 --> 00:14:04,193
l knew that only
The Plumbers could help.
276
00:14:04,263 --> 00:14:05,457
Get her outta here!
277
00:14:05,531 --> 00:14:06,896
You're not serious.
She needs help.
278
00:14:06,965 --> 00:14:08,227
That's an order!
279
00:14:08,300 --> 00:14:09,494
You heard the man.
280
00:14:09,568 --> 00:14:11,365
l don't know what's going on,
but he means it.
281
00:14:11,436 --> 00:14:13,336
Come on, Elena.
282
00:14:13,405 --> 00:14:15,600
Then l'll tell you
what's going on, Gwen.
283
00:14:15,674 --> 00:14:17,608
Your sweet old grandpa
turned his back on us
284
00:14:17,676 --> 00:14:19,303
three years ago...
285
00:14:19,378 --> 00:14:21,369
Threw us out on the street
when we needed his help,
286
00:14:21,446 --> 00:14:23,243
lied to you
to cover his tracks.
287
00:14:23,315 --> 00:14:24,942
Now my father
is in serious trouble,
288
00:14:25,017 --> 00:14:26,416
and Max still won't
help us.
289
00:14:26,485 --> 00:14:28,077
ls that true?
290
00:14:28,153 --> 00:14:29,245
Can't we just
talk to her?
291
00:14:29,321 --> 00:14:30,879
No, Ben.
292
00:14:30,956 --> 00:14:34,448
Anything she said
would be a lie.
293
00:14:34,526 --> 00:14:36,460
Kevin.
294
00:14:36,528 --> 00:14:38,496
Thanks for the help.
295
00:14:38,564 --> 00:14:40,327
You guys are real heroes.
296
00:14:40,399 --> 00:14:42,424
And, Ben,
297
00:14:42,501 --> 00:14:44,833
thanks for being a real friend.
298
00:14:50,676 --> 00:14:52,166
What's wrong with you?
299
00:14:52,244 --> 00:14:54,269
There's nothing
wrong with me,
300
00:14:54,346 --> 00:14:56,837
but there's a lot wrong
with her.
301
00:14:56,915 --> 00:14:59,213
She's Victor Validus' daughter.
302
00:14:59,284 --> 00:15:01,650
Okay, l'm sufficiently stumped.
303
00:15:01,720 --> 00:15:04,689
What's going on here?
304
00:15:04,756 --> 00:15:07,350
COMPUTER:
Dr. Victor Emilio Validus.
305
00:15:07,426 --> 00:15:08,893
Plumber l.D...
306
00:15:08,961 --> 00:15:11,987
Victor Validus was
the best Plumber l ever trained.
307
00:15:12,064 --> 00:15:15,329
We stopped more than
our share of invasions.
308
00:15:15,400 --> 00:15:19,200
l trusted Vic
with my life.
309
00:15:19,271 --> 00:15:22,536
l wanted to trust the running
of this place to him.
310
00:15:22,608 --> 00:15:25,975
Until he betrayed me.
311
00:15:26,044 --> 00:15:27,705
What?
312
00:15:27,779 --> 00:15:31,180
He was caught stealing alien
technology from our vaults.
313
00:15:31,250 --> 00:15:34,879
Tech that he swore
he'd protect the earth from.
314
00:15:34,953 --> 00:15:38,116
He was given
a dishonorable discharge.
315
00:15:38,190 --> 00:15:40,181
A traitor.
316
00:15:40,259 --> 00:15:41,954
Traitor's daughter's left
the building.
317
00:15:42,027 --> 00:15:43,585
What did he steal?
318
00:15:43,662 --> 00:15:46,790
Same stuff Elena
was dealing.
319
00:15:46,865 --> 00:15:50,266
You still think
she's the girl you know?
320
00:15:50,335 --> 00:15:51,802
She told us the truth
about one thing,
321
00:15:51,870 --> 00:15:53,235
you lied to us.
322
00:15:53,305 --> 00:15:54,932
l did that for your own good.
323
00:15:55,007 --> 00:15:56,804
You were too young
to understand.
324
00:15:56,875 --> 00:15:57,899
l still don't understand.
325
00:15:57,976 --> 00:15:59,876
You can't judge her
by what her father did.
326
00:15:59,945 --> 00:16:01,742
Ben, stay away from her.
327
00:16:01,813 --> 00:16:04,145
The Validus family
is blacklisted.
328
00:16:04,216 --> 00:16:07,310
There can be no interaction
between them and the Plumbers.
329
00:16:07,386 --> 00:16:08,944
That's the way
you see it.
330
00:16:09,021 --> 00:16:10,682
The way l see it,
a friend is in trouble.
331
00:16:10,756 --> 00:16:12,485
And she's the best link
we have to those chips
332
00:16:12,557 --> 00:16:13,922
and the freak
who's controlling them.
333
00:16:13,992 --> 00:16:15,584
A whole lot more people
could end up in trouble
334
00:16:15,661 --> 00:16:16,923
besides Elena
and her father.
335
00:16:16,995 --> 00:16:19,486
That's why we are going
to analyze those chips
336
00:16:19,564 --> 00:16:22,294
and take care of this crisis
by the book!
337
00:16:22,367 --> 00:16:24,494
l am not gonna boot up
this whole operation
338
00:16:24,569 --> 00:16:27,037
on the word
of that one girl.
339
00:16:27,105 --> 00:16:29,767
Ben.
340
00:16:29,841 --> 00:16:31,240
That is my decision!
341
00:16:31,310 --> 00:16:33,778
Well, it's the wrong decision.
342
00:16:33,845 --> 00:16:37,008
l order you
to stay away from her.
343
00:16:38,684 --> 00:16:41,278
Sorry, Max, l'm not
following that order.
344
00:16:41,353 --> 00:16:42,650
Ben!
345
00:16:42,721 --> 00:16:44,951
You can't break Plumber ranks!
346
00:16:45,023 --> 00:16:48,686
Max, don't let him
do this.
347
00:16:48,760 --> 00:16:50,819
lt's not up to me.
348
00:16:50,896 --> 00:16:53,091
He's made his choice.
349
00:16:53,165 --> 00:16:55,895
Kev?
350
00:16:55,967 --> 00:16:58,527
Somebody's gotta stay here
and look after the old man.
351
00:16:58,603 --> 00:17:00,468
Kevin! Stop him!
352
00:17:00,539 --> 00:17:02,029
Don't worry.
353
00:17:02,107 --> 00:17:04,769
l can handle myself.
354
00:17:26,798 --> 00:17:28,265
What do you want?
355
00:17:28,333 --> 00:17:30,597
The same thing as you..
l wanna help you find him.
356
00:17:30,669 --> 00:17:32,330
What about your Gramps?
357
00:17:32,404 --> 00:17:33,962
Not too thrilled about it.
358
00:17:34,039 --> 00:17:36,667
And you're helping me
anyway?
359
00:17:38,410 --> 00:17:40,435
Nice bike.
360
00:17:40,512 --> 00:17:42,537
lt's Max's really.
361
00:17:42,614 --> 00:17:44,980
Can't get any more angry with me
than he already is.
362
00:17:45,050 --> 00:17:47,985
l'm sorry.
That's my fault.
363
00:17:48,053 --> 00:17:50,078
Nah, it's his.
364
00:17:50,155 --> 00:17:51,782
Let's find your dad.
365
00:17:51,857 --> 00:17:53,791
First stop.. wherever you got
your hands on those chips.
366
00:18:09,741 --> 00:18:12,073
Grandpa.
367
00:18:16,047 --> 00:18:18,379
Am l interrupting something?
368
00:18:18,450 --> 00:18:19,781
Find your wayward cousin?
369
00:18:19,851 --> 00:18:21,478
He'll be back...
370
00:18:21,553 --> 00:18:23,680
alone, hopefully.
371
00:18:23,755 --> 00:18:25,552
Yeah, so what's the 41 1
on those two?
372
00:18:25,624 --> 00:18:29,685
Elena was Ben's first crush.
373
00:18:29,761 --> 00:18:32,457
She was the only girl on his
soccer team in middle school,
374
00:18:32,531 --> 00:18:34,465
and Ben couldn't kick a ball
in a straight line
375
00:18:34,533 --> 00:18:36,023
when she was around.
376
00:18:36,101 --> 00:18:39,332
He was really bummed out
after she moved away.
377
00:18:39,404 --> 00:18:41,269
Great,
378
00:18:41,339 --> 00:18:42,863
so now it's puppy love.
379
00:18:42,941 --> 00:18:44,568
Cousin Ben's growing up.
380
00:18:44,643 --> 00:18:46,110
lt had to happen
some time.
381
00:18:46,178 --> 00:18:48,146
Yeah, l'll believe that
when l see it.
382
00:18:48,213 --> 00:18:49,771
COMPUTER:
lnvalid codec.
383
00:18:49,848 --> 00:18:53,113
Access to mainframe
denied.
384
00:18:53,185 --> 00:18:57,315
Kev, what are you doing
in Max's office?
385
00:18:57,389 --> 00:19:00,119
l wanted to know what intel
we already had on those chips.
386
00:19:00,192 --> 00:19:01,853
lf Validus took them
from a vault,
387
00:19:01,927 --> 00:19:03,394
they should be in the system.
388
00:19:03,462 --> 00:19:04,952
And?
389
00:19:05,030 --> 00:19:07,225
All the files
are sealed.
390
00:19:07,299 --> 00:19:08,789
Well, then you should
just ask Max.
391
00:19:08,867 --> 00:19:11,028
l tried that.
He wasn't open to discussion.
392
00:19:11,102 --> 00:19:12,933
So you just came in here
393
00:19:13,004 --> 00:19:15,438
and opened up
his personal files?
394
00:19:16,508 --> 00:19:17,873
What did they say?
395
00:19:17,943 --> 00:19:21,174
They're sort of locked.
396
00:19:21,246 --> 00:19:24,443
l could figure out
the password?
397
00:19:24,516 --> 00:19:27,007
That would be a huge
violation of trust.
398
00:19:27,085 --> 00:19:28,848
And regulations.
399
00:19:28,920 --> 00:19:31,855
Well, l guess Ben is
really on his own this time.
400
00:19:31,923 --> 00:19:34,858
l'm sure he'll be fine.
401
00:19:34,926 --> 00:19:37,451
l mean, he's all grown up
now and everything.
402
00:19:41,099 --> 00:19:44,091
Break the code.
403
00:19:47,939 --> 00:19:50,305
COMPUTER:
Now implementing search
for variable internodes
404
00:19:50,375 --> 00:19:53,833
based on random
numeric ciphers.
405
00:19:58,016 --> 00:20:00,644
Don't worry.
406
00:20:00,719 --> 00:20:03,882
Yes, yes,
our tests are all complete.
407
00:20:03,955 --> 00:20:07,789
Please, we must know.
ls it time?
408
00:20:07,859 --> 00:20:09,224
Oh, yeah, pal,
it's time.
409
00:20:09,294 --> 00:20:11,455
Time for you
to give us your money.
410
00:20:11,530 --> 00:20:13,225
[ chuckling ]
411
00:20:13,298 --> 00:20:16,096
Hey, we're talking to you,
loony toon.
412
00:20:16,167 --> 00:20:18,294
Don't you know this is
a bad part of town?
413
00:20:18,370 --> 00:20:21,066
You shouldn't be out here
walking all alone.
414
00:20:21,139 --> 00:20:23,198
Alone?
We are not alone.
415
00:20:23,275 --> 00:20:25,140
We are never alone.
416
00:20:25,210 --> 00:20:27,110
Your wallet, fool!
417
00:20:27,178 --> 00:20:29,146
We offer you so much more
than money.
418
00:20:29,214 --> 00:20:31,512
We offer you
a new life!
419
00:20:31,583 --> 00:20:33,551
Join us!
420
00:20:33,618 --> 00:20:36,143
Help us!
421
00:20:36,221 --> 00:20:38,212
Rule with us!
422
00:20:38,290 --> 00:20:41,418
[ evil laughter ]
423
00:20:41,493 --> 00:20:42,619
[ both grunting and groaning ]
424
00:20:42,694 --> 00:20:45,219
[ laughter continues ]
425
00:21:46,191 --> 00:21:47,852
My dad started acting
really weird
426
00:21:47,926 --> 00:21:49,359
a couple months ago.
427
00:21:49,427 --> 00:21:52,624
l followed him one night
to this place.
428
00:21:52,697 --> 00:21:56,428
Well, hanging out around here
certainly classifies as weird.
429
00:21:58,603 --> 00:22:00,400
[ sighs ]
430
00:22:01,573 --> 00:22:04,235
MAN:
That's a good girl.
431
00:22:04,309 --> 00:22:06,334
Bring him here to us.
432
00:22:06,411 --> 00:22:09,209
He can't help you now.
433
00:22:27,432 --> 00:22:30,492
What was he doing,
racing cockroaches?
434
00:22:30,568 --> 00:22:32,468
He has a laboratory set up.
435
00:22:32,537 --> 00:22:34,801
Whatever he was working on,
he didn't want me involved.
436
00:22:34,873 --> 00:22:37,239
Then he stopped
coming home at all.
437
00:22:37,308 --> 00:22:39,299
Come on.
438
00:23:12,143 --> 00:23:15,738
To the final staging area.
439
00:23:15,814 --> 00:23:18,442
Take care of our guests.
440
00:23:25,557 --> 00:23:27,718
What was he
doing here?
441
00:23:27,792 --> 00:23:29,783
He was studying
the chips.
442
00:23:32,997 --> 00:23:34,589
Boy, when your dad
takes up a hobby,
443
00:23:34,666 --> 00:23:36,463
he doesn't mess around.
444
00:23:36,534 --> 00:23:38,593
Someone's been here...
445
00:23:38,670 --> 00:23:42,436
taking things.
446
00:23:42,507 --> 00:23:44,771
Or looking for things.
447
00:23:44,843 --> 00:23:47,004
Elena, these notes,
448
00:23:47,078 --> 00:23:48,978
he wasn't studying the chips,
449
00:23:49,047 --> 00:23:50,810
he was upgrading,
developing them.
450
00:23:50,882 --> 00:23:53,214
Look at all this.
Your dad was crazy.
451
00:23:53,284 --> 00:23:55,184
You're wrong.
452
00:23:55,253 --> 00:23:58,154
He's a brilliant man, he just
became possessed by his work.
453
00:24:00,191 --> 00:24:01,385
Why?
454
00:24:01,459 --> 00:24:03,586
He said these things
posed some kind of threat.
455
00:24:03,661 --> 00:24:06,129
The Plumbers didn't believe him,
so he took them.
456
00:24:06,197 --> 00:24:09,166
Now they won't lift
a finger to help him.
457
00:24:09,234 --> 00:24:10,166
[ sighs ]
458
00:24:10,235 --> 00:24:13,432
And Max is kind of a stickler
about the Plumber rulebook.
459
00:24:15,640 --> 00:24:19,371
This is where l found those
chips in storage canisters.
460
00:24:19,444 --> 00:24:23,210
They were all over the place.
461
00:24:23,281 --> 00:24:25,545
Looks like your dad
had business with Ship-lt.
462
00:24:25,617 --> 00:24:28,211
You think he could have
sent the chips somewhere?
463
00:24:28,286 --> 00:24:32,780
Well, whoever has your dad
wanted these chips.
464
00:24:32,857 --> 00:24:35,519
The freak from the drop.
465
00:24:35,593 --> 00:24:37,254
Do you know who that is?
466
00:24:37,328 --> 00:24:38,886
l have no idea.
467
00:24:38,963 --> 00:24:41,193
l just want my father back, Ben.
468
00:24:41,266 --> 00:24:43,291
We'll get him.
l promise.
469
00:24:49,741 --> 00:24:53,370
Who are you?
What do you want?
470
00:24:53,444 --> 00:24:55,742
We want to help you.
471
00:24:55,814 --> 00:24:58,942
No thanks, we're good.
Just browsing.
472
00:24:59,017 --> 00:25:02,180
Whoa, look at their eyes.
473
00:25:02,253 --> 00:25:03,880
lt's not just their eyes.
474
00:25:03,955 --> 00:25:06,389
Look, the chips.
475
00:25:06,457 --> 00:25:08,357
They're infected.
They're being controlled.
476
00:25:08,426 --> 00:25:10,986
We want you
to meet the queen.
477
00:25:11,062 --> 00:25:12,427
And we would love
to do that,
478
00:25:12,497 --> 00:25:16,092
but all the bowing
and curtsying, l don't think so.
479
00:25:16,167 --> 00:25:18,601
There's too many of 'em,
like they were expecting us...
480
00:25:18,670 --> 00:25:20,695
like this is a trap.
481
00:25:20,772 --> 00:25:22,364
No, l swear it!
482
00:25:22,440 --> 00:25:25,637
Looks like we could
use some help.
483
00:25:25,710 --> 00:25:30,113
From a static squiggly blob?
Not good.
484
00:25:30,181 --> 00:25:32,308
Fire escape! Run!
485
00:25:34,586 --> 00:25:36,110
Ben!
486
00:25:36,187 --> 00:25:37,017
[ grunts ]
487
00:25:37,088 --> 00:25:38,851
Whoa!
488
00:25:47,198 --> 00:25:48,460
ELENA:
No!
489
00:25:48,533 --> 00:25:49,830
What do we do?
490
00:25:49,901 --> 00:25:51,892
Okay, l think l got it.
491
00:25:51,970 --> 00:25:53,460
So if these chips are
actually alive,
492
00:25:53,538 --> 00:25:55,301
like some form
of techno-organic interface,
493
00:25:55,373 --> 00:25:57,398
then the watch must
be in overdrive to scan 'em.
494
00:25:57,475 --> 00:25:59,875
Can we have this pop quiz
another time?
495
00:25:59,944 --> 00:26:01,673
Maybe l can redirect the scan
back at the chips,
496
00:26:01,746 --> 00:26:03,646
if l can just boost the power.
497
00:26:03,715 --> 00:26:06,878
l got it!
498
00:26:06,951 --> 00:26:08,612
[ grunts ]
499
00:26:08,686 --> 00:26:10,984
Hey, not bad.
500
00:26:11,055 --> 00:26:13,353
Not great, either.
Come on, let's go!
501
00:26:29,107 --> 00:26:31,905
Elena, get on!
502
00:26:49,160 --> 00:26:50,855
Thanks.
503
00:26:50,929 --> 00:26:52,726
You're pretty good
on this thing.
504
00:26:52,797 --> 00:26:55,027
And you can hold your own
in a fight.
505
00:26:55,099 --> 00:26:56,964
So what do we do now?
506
00:26:57,035 --> 00:26:59,026
Visit the shipment center
and find out what your
dad was up to.
507
00:26:59,103 --> 00:27:00,695
Maybe even find your dad.
508
00:27:00,772 --> 00:27:02,740
Whatever he sent
is long gone now.
509
00:27:02,807 --> 00:27:05,332
You sure about that?
510
00:27:05,410 --> 00:27:07,310
This was dated today.
511
00:27:07,378 --> 00:27:09,073
l thought you said he's been
missing for weeks.
512
00:27:09,147 --> 00:27:10,876
He has.
513
00:27:10,949 --> 00:27:13,247
You believe me, don't you?
514
00:27:13,318 --> 00:27:15,809
l believe...
515
00:27:15,887 --> 00:27:18,685
we'll find something
at the Ship-lt.
516
00:27:20,491 --> 00:27:23,085
Who were you gonna
sell the chips to, Victor?
517
00:27:23,161 --> 00:27:24,822
l keep telling you...
518
00:27:24,896 --> 00:27:28,161
l had to take them.
lt was for research.
519
00:27:28,232 --> 00:27:31,030
Those chips,
they're a threat.
520
00:27:31,102 --> 00:27:32,967
They're planning something.
521
00:27:33,037 --> 00:27:35,403
MAX:
That is a lie!
They're dead!
522
00:27:35,473 --> 00:27:38,067
The lab boys said they're
nothing but alien tech,
523
00:27:38,142 --> 00:27:41,236
no threat at all.
524
00:27:41,312 --> 00:27:42,210
Who's your buyer?
525
00:27:42,280 --> 00:27:44,214
The hive, they want us!
526
00:27:44,282 --> 00:27:46,147
They're coming for us, Max!
527
00:27:46,217 --> 00:27:47,707
They're coming for us all!
528
00:27:47,785 --> 00:27:49,776
l'm telling you
the truth, Max!
529
00:27:49,854 --> 00:27:52,755
You're gonna have to do
better than that, Victor.
530
00:27:52,824 --> 00:27:56,055
l know you.
531
00:27:56,127 --> 00:27:59,290
Gramps has a great
bedside manner there, Gwen.
532
00:27:59,364 --> 00:28:01,730
Validus was like,
his prized pupil.
533
00:28:01,799 --> 00:28:04,461
l think Max really felt
his betrayal.
534
00:28:04,535 --> 00:28:07,800
l wonder if...
535
00:28:07,872 --> 00:28:09,237
You think Max's getting
stabbed in the back
536
00:28:09,307 --> 00:28:11,468
is keeping him
from seeing straight?
537
00:28:11,542 --> 00:28:12,736
That would make...
538
00:28:12,810 --> 00:28:14,471
Ben right.
539
00:28:14,545 --> 00:28:16,877
And that's a scary thought.
540
00:28:16,948 --> 00:28:18,438
And not just because
l hate it when he's right.
541
00:28:18,516 --> 00:28:21,314
So, what if this loony
isn't so loony?
542
00:28:21,386 --> 00:28:23,911
What if the chips
weren't dead?
543
00:28:23,988 --> 00:28:26,650
Like, some kind of
species of insects
544
00:28:26,724 --> 00:28:29,591
that can remain dormant
for decades.
545
00:28:29,660 --> 00:28:32,220
l learned that from watching
The Science Channel.
546
00:28:32,296 --> 00:28:34,423
Your depth of knowledge
astounds.
547
00:28:34,499 --> 00:28:38,299
COMPUTER:
Now commencing thermal and
spatial analysis of all targets.
548
00:28:38,369 --> 00:28:40,599
Have any luck getting a trace
on their energy signature?
549
00:28:40,671 --> 00:28:42,696
Your wish was my...
550
00:28:42,774 --> 00:28:45,242
headache inducing project.
551
00:28:45,309 --> 00:28:47,709
COMPUTER:
Targets identified.
552
00:28:47,779 --> 00:28:51,180
Absolute locations displayed
in a radial curve,
553
00:28:51,249 --> 00:28:53,581
commencing at 38 degrees
latitude...
554
00:28:53,651 --> 00:28:55,642
The chips are showing up
in a 100-mile radius.
555
00:28:55,720 --> 00:28:59,451
96 degrees longitude.
556
00:28:59,524 --> 00:29:02,015
Kevin! You did it!
557
00:29:04,228 --> 00:29:05,752
The cheek?
558
00:29:05,830 --> 00:29:07,422
l find all
the big bad alien chips,
559
00:29:07,498 --> 00:29:10,023
and all l get is a kiss
on the cheek?
560
00:29:10,101 --> 00:29:12,399
Greatest
concentration of chips...
561
00:29:12,470 --> 00:29:15,667
is clustered here.
562
00:29:15,740 --> 00:29:19,107
lt's the Ship-lt distribution
center.
563
00:29:19,177 --> 00:29:22,203
lt's only about an hour
from here.
564
00:29:22,280 --> 00:29:24,441
Are you thinking
what l'm thinking?
565
00:29:24,515 --> 00:29:26,346
That we're going against orders
566
00:29:26,417 --> 00:29:28,078
and are no better
than Ben.
567
00:29:28,152 --> 00:29:31,713
You had to mention it.
568
00:29:31,789 --> 00:29:36,385
COMPUTER:
Destination at absolute distance
of 49.87 miles.
569
00:29:42,967 --> 00:29:44,628
Come on, it's open.
570
00:29:44,702 --> 00:29:45,634
lt's open, huh?
571
00:29:45,703 --> 00:29:47,637
lt's open now.
572
00:29:53,644 --> 00:29:57,239
Remind me why we drove
all the way out here again.
573
00:30:18,336 --> 00:30:20,736
They were here, Kev.
We're too late.
574
00:30:27,912 --> 00:30:30,107
Yeah.
575
00:30:30,181 --> 00:30:32,741
That's what l get, too.
576
00:30:38,689 --> 00:30:41,715
And there's, like,
nothing here anymore.
577
00:30:41,792 --> 00:30:44,056
There's something.
578
00:30:44,128 --> 00:30:46,688
Let's check it out.
579
00:30:50,268 --> 00:30:52,634
London, Paris, Shanghai.
580
00:30:52,703 --> 00:30:54,534
These orders originated
from this location,
581
00:30:54,605 --> 00:30:56,368
and are headed
all over the world.
582
00:30:56,440 --> 00:30:57,407
Literally.
583
00:30:57,475 --> 00:30:59,909
Air, sea,
by every means, they have.
584
00:30:59,977 --> 00:31:03,572
Must be thousands
of crate orders.
585
00:31:03,648 --> 00:31:06,412
Maybe 100,000.
586
00:31:06,484 --> 00:31:10,614
Kevin, what do you think
it means?
587
00:31:10,688 --> 00:31:12,622
lt means we're at least
one step behind
588
00:31:12,690 --> 00:31:14,817
something disturbingly huge.
589
00:31:14,892 --> 00:31:16,917
MAN:
May l help you?
590
00:31:16,994 --> 00:31:19,588
Um, hi,
we just had a few questions.
591
00:31:19,664 --> 00:31:22,030
Ship-lt is closed right now.
592
00:31:22,099 --> 00:31:24,863
Please return during
regular business hours.
593
00:31:24,936 --> 00:31:27,404
And what are you
doing here in the dark?
594
00:31:27,471 --> 00:31:29,871
We are workers.
We live to obey.
595
00:31:29,941 --> 00:31:33,001
Well, you must be
employee of the month.
596
00:31:35,079 --> 00:31:37,639
Look, Mister, we just need
to take some of these documents
597
00:31:37,715 --> 00:31:39,774
for a little
school project.
598
00:31:39,850 --> 00:31:41,647
l'll bring 'em right back
after we turn in our report.
599
00:31:41,719 --> 00:31:42,549
Okay?
600
00:31:42,620 --> 00:31:45,919
No, you will remain.
You will join us.
601
00:31:45,990 --> 00:31:48,925
l'm gonna have to insist.
602
00:31:48,993 --> 00:31:50,927
Your desires are irrelevant.
603
00:31:50,995 --> 00:31:53,589
The queen's will supersedes all.
604
00:31:53,664 --> 00:31:57,191
Well, tell your queen
to supersede this.
605
00:32:14,919 --> 00:32:18,013
What's that weirdo doing?
606
00:32:20,858 --> 00:32:22,416
Don't know.
607
00:32:22,493 --> 00:32:24,120
Praying to the great god
of bubble wrap?
608
00:32:24,195 --> 00:32:27,130
Kevin!
609
00:32:27,198 --> 00:32:29,928
Okay, these chips are now
officially an issue.
610
00:32:30,001 --> 00:32:31,559
That's new.
611
00:32:31,636 --> 00:32:33,331
They couldn't form
solid shapes before.
612
00:32:33,404 --> 00:32:35,702
Could the chips be learning?
613
00:32:37,208 --> 00:32:39,335
Come on, not the glass!
That's custom!
614
00:32:39,410 --> 00:32:43,506
Let's get out of here!
615
00:32:43,581 --> 00:32:46,015
Thank you for using
Ship-lt.
616
00:32:56,294 --> 00:32:58,785
You should teach
a driving class.
617
00:32:58,863 --> 00:33:01,855
Defensive drivers
are the safest drivers.
618
00:33:10,941 --> 00:33:15,071
Looks like we have
company.
619
00:33:15,146 --> 00:33:18,912
[ engine revs ]
620
00:33:25,623 --> 00:33:27,784
l think they're
getting smarter.
621
00:33:27,858 --> 00:33:30,759
Then so will we.
622
00:33:59,357 --> 00:34:03,316
Okay, so we gotta get smarter
and faster.
623
00:34:24,682 --> 00:34:25,979
Watch out!
624
00:34:34,658 --> 00:34:37,684
The Ship-lt office
is right up over here.
625
00:34:37,762 --> 00:34:39,093
[ engine roars in distance ]
626
00:34:39,163 --> 00:34:41,654
What was that?
627
00:34:41,732 --> 00:34:44,132
The most obnoxious muscle car
in the world.
628
00:34:44,201 --> 00:34:46,499
We're taking a detour.
629
00:34:56,514 --> 00:34:57,879
l can't lose 'em!
630
00:35:05,456 --> 00:35:07,981
Kevin, no!
631
00:35:09,560 --> 00:35:11,687
Hang on!
632
00:35:30,981 --> 00:35:33,040
[ coughs ]
633
00:35:44,094 --> 00:35:45,959
Are you okay?
634
00:35:46,030 --> 00:35:47,827
Yeah.
635
00:35:47,898 --> 00:35:49,695
lt hurts when l laugh,
636
00:35:49,767 --> 00:35:52,258
but l don't think
that'll be a problem.
637
00:35:52,336 --> 00:35:55,032
l don't know who's behind
all this,
638
00:35:55,105 --> 00:35:58,040
but they're gonna fix my car!
639
00:36:07,751 --> 00:36:08,945
You think they gave up?
640
00:36:09,019 --> 00:36:12,113
l don't know.
641
00:36:12,189 --> 00:36:14,555
Maybe they just wanted
to scare us.
642
00:36:14,625 --> 00:36:17,025
[ metal creaking ]
643
00:36:17,094 --> 00:36:19,688
Well, they succeeded.
644
00:37:02,907 --> 00:37:05,273
[ roars ]
645
00:37:09,480 --> 00:37:11,038
Nice timing.
646
00:37:27,364 --> 00:37:30,060
That's kinda whatev.
647
00:37:31,068 --> 00:37:33,298
That's kind of a nightmare.
648
00:38:06,136 --> 00:38:08,001
lt's got Humongusaur!
649
00:38:08,072 --> 00:38:10,302
l wouldn't count on it.
650
00:38:17,448 --> 00:38:20,042
Oh, no.
651
00:38:20,117 --> 00:38:23,450
Don't do what l think
you're gonna do.
652
00:38:31,362 --> 00:38:33,592
[ roars ]
653
00:38:38,035 --> 00:38:41,232
[ panting ]
654
00:38:46,977 --> 00:38:48,945
That was so cool.
655
00:38:49,013 --> 00:38:50,446
Are you okay, Ben?
656
00:38:50,514 --> 00:38:51,572
You destroyed my car!
657
00:38:51,649 --> 00:38:52,809
What were you doing here?
658
00:38:52,883 --> 00:38:55,078
Well, l had a sudden urge
to ship something overnight,
659
00:38:55,152 --> 00:38:57,586
and suddenly we're up to our
neck in your girlfriend's chips.
660
00:38:57,655 --> 00:38:59,486
And that's right about the time
you came along
661
00:38:59,556 --> 00:39:02,218
and annihilated my car!
662
00:39:02,292 --> 00:39:04,658
Those chips aren't mine!
l was trying to warn you!
663
00:39:04,728 --> 00:39:06,161
Thanks.
664
00:39:06,230 --> 00:39:08,198
l'll consider myself warned.
665
00:39:08,265 --> 00:39:09,892
They're more than just
autonomous tech.
666
00:39:09,967 --> 00:39:12,265
We found a hive of them
at the Ship-lt office,
667
00:39:12,336 --> 00:39:15,772
and they've infected
the clerk.. absorbed him.
668
00:39:15,839 --> 00:39:17,739
Yeah, we just ran into
his extended family
669
00:39:17,808 --> 00:39:18,934
and they wanted to adopt us.
670
00:39:19,009 --> 00:39:20,374
No kidding.
671
00:39:20,444 --> 00:39:23,140
They must have analyzed
the threat and evolved.
672
00:39:23,213 --> 00:39:25,238
They're clearly a highly
adaptive species.
673
00:39:25,315 --> 00:39:28,648
And it looks like they still
have some life left in them.
674
00:39:28,719 --> 00:39:30,380
We've gotta get some
of these active chips
675
00:39:30,454 --> 00:39:31,921
back to the lab right away.
676
00:39:31,989 --> 00:39:34,150
Maybe they'll give us a clue about
what happened to my father.
677
00:39:34,224 --> 00:39:35,987
Maybe we'll give you a call
678
00:39:36,060 --> 00:39:37,960
because you're not
coming with us.
679
00:39:38,028 --> 00:39:39,928
You're trouble in a jug.
680
00:39:39,997 --> 00:39:42,090
Oh, l'm coming with you,
all right.
681
00:39:42,166 --> 00:39:44,794
Ben, didn't Elena just
lead you into a nest
682
00:39:44,868 --> 00:39:47,166
of techno-organic zombies?
683
00:39:47,237 --> 00:39:48,966
She's coming.
684
00:39:49,039 --> 00:39:51,007
One.. she's in too much danger
on her own now.
685
00:39:51,075 --> 00:39:53,373
And two...
686
00:39:53,444 --> 00:39:55,605
l trust her.
687
00:39:58,882 --> 00:40:00,975
Speaking of which.
688
00:40:03,854 --> 00:40:06,789
What's that?
689
00:40:06,857 --> 00:40:09,917
A quick and trustworthy
cab service.
690
00:40:09,993 --> 00:40:12,621
[ scoffs ]
691
00:40:17,234 --> 00:40:20,032
MAN:
This is an all-point alert
from field operative 219.
692
00:40:20,104 --> 00:40:22,834
Escalating incidents of
an unidentifiable nature,
693
00:40:22,906 --> 00:40:24,373
presumed alien.
694
00:40:24,441 --> 00:40:25,840
Request immediate assistance.
695
00:40:25,909 --> 00:40:28,878
[ man speaking German ]
696
00:40:31,148 --> 00:40:34,709
[ woman speaking French ]
697
00:40:34,785 --> 00:40:39,154
[ speaking foreign language ]
698
00:40:39,223 --> 00:40:41,418
Where in the Sam Hill
has everybody been?
699
00:40:41,492 --> 00:40:43,687
l'm getting reports
on alien activity
700
00:40:43,761 --> 00:40:46,457
from installed Plumbers
all over the globe!
701
00:40:46,530 --> 00:40:47,827
Max, l...
702
00:40:47,898 --> 00:40:49,832
We can settle our problems
later.
703
00:40:49,900 --> 00:40:52,061
And she stays in the brig.
704
00:40:52,136 --> 00:40:54,570
lt's the chips...
Validus' chips.
705
00:40:54,638 --> 00:40:56,606
She told you that?
706
00:40:56,673 --> 00:40:58,106
lt's true.
707
00:40:58,175 --> 00:41:00,109
The chips Validus stole
have become active.
708
00:41:00,177 --> 00:41:03,169
Very active.
709
00:41:07,985 --> 00:41:12,149
These things were nothing more
than extraterrestrial hardware.
710
00:41:12,222 --> 00:41:13,951
This is impossible.
711
00:41:14,024 --> 00:41:15,855
BEN:
They also have a nasty habit
of burrowing into people
712
00:41:15,926 --> 00:41:17,450
and taking over their minds.
713
00:41:17,528 --> 00:41:20,190
They have an unusual energy
signature.
714
00:41:20,264 --> 00:41:22,095
Can you use that
to pinpoint it?
715
00:41:22,166 --> 00:41:23,599
Already done.
716
00:41:23,667 --> 00:41:25,430
COMPUTER:
Targets reanalyzed.
717
00:41:25,502 --> 00:41:28,300
Absolute locations appear
in a radial curve.
718
00:41:28,372 --> 00:41:31,102
Target is experiencing
exponential growth
719
00:41:31,175 --> 00:41:33,871
at an absolute rate
of 10,000 to 1
720
00:41:33,944 --> 00:41:35,707
on an ascendant curve.
721
00:41:35,779 --> 00:41:39,180
That's no 100-mile radius.
722
00:41:39,249 --> 00:41:40,409
Millions of 'em.
723
00:41:40,484 --> 00:41:42,850
And spreading
at an increasing rate.
724
00:41:42,920 --> 00:41:44,547
So in other words,
they are a threat,
725
00:41:44,621 --> 00:41:46,680
just like my father said.
726
00:41:46,757 --> 00:41:49,055
Those things were not alive
three years ago.
727
00:41:49,126 --> 00:41:51,959
Your father's tinkering
probably activated 'em somehow.
728
00:41:52,029 --> 00:41:54,054
Now they're a threat
to the entire world.
729
00:41:54,131 --> 00:41:55,894
You're wrong.
They were hibernating.
730
00:41:55,966 --> 00:41:57,433
Just ask your know-it-all
granddaughter.
731
00:41:57,501 --> 00:41:59,196
Knock it off, both of you.
732
00:41:59,269 --> 00:42:02,898
Let's work on a solution,
not blame.
733
00:42:02,973 --> 00:42:06,204
Well...
734
00:42:06,276 --> 00:42:08,403
at least we know
where they are.
735
00:42:08,478 --> 00:42:09,877
Well, what are we
waiting for,
736
00:42:09,947 --> 00:42:11,881
let's start shooting.
737
00:42:11,949 --> 00:42:14,247
What about the people
who are already infected?
738
00:42:14,318 --> 00:42:16,616
lf it's between me
and a Ship-lt clerk,
739
00:42:16,687 --> 00:42:18,314
l'm gonna pick me.
740
00:42:18,388 --> 00:42:21,084
No, Kev, there's gotta be
another way.
741
00:42:22,192 --> 00:42:24,023
- The queen.
- What?
742
00:42:24,094 --> 00:42:25,061
That's right.
743
00:42:25,128 --> 00:42:27,722
The infected people, they all
went on about their queen.
744
00:42:27,798 --> 00:42:31,325
You mean a queen like
in an insect colony?
745
00:42:31,401 --> 00:42:34,336
ln a beehive or anthill,
there's only one queen.
746
00:42:34,404 --> 00:42:36,838
She lays all the eggs,
produces all the offspring,
747
00:42:36,907 --> 00:42:39,205
and tells everybody
what to do.
748
00:42:40,310 --> 00:42:43,040
The Science Channel.
749
00:42:43,113 --> 00:42:45,138
How do you destroy a hive?
750
00:42:45,215 --> 00:42:47,740
Remove the queen,
the bees disband.
751
00:42:47,818 --> 00:42:50,309
The queen dies,
the hive dies.
752
00:42:50,387 --> 00:42:54,448
We have to find the queen.
753
00:42:54,524 --> 00:42:56,583
All right, people,
nobody sleeps tonight.
754
00:42:56,660 --> 00:42:59,652
l'm gonna dissect these chips
to see what they're made of.
755
00:42:59,730 --> 00:43:00,788
Kevin, we need to find
756
00:43:00,864 --> 00:43:02,855
a more effective way around
those drones.
757
00:43:02,933 --> 00:43:05,663
Gwen, find a way
to disrupt the connection
758
00:43:05,736 --> 00:43:08,398
between those things
and their human host.
759
00:43:08,472 --> 00:43:11,100
Ben, they're 100 million chips
out there.
760
00:43:11,174 --> 00:43:13,267
Gonna be like finding
a needle in a haystack
761
00:43:13,343 --> 00:43:15,937
to find the queen in there,
but get on it.
762
00:43:16,013 --> 00:43:18,504
Now, Elena,
since you're here,
763
00:43:18,582 --> 00:43:20,550
you'll help too.
764
00:43:20,617 --> 00:43:23,780
l don't want her going two feet
without an escort.
765
00:43:32,396 --> 00:43:36,890
Okay, people,
let's move!
766
00:43:36,967 --> 00:43:40,869
COMPUTER:
[ lNDlSTlNCT ]
767
00:43:40,938 --> 00:43:45,466
My calculations recommend
point-specific analysis
768
00:43:45,542 --> 00:43:48,534
gradient to regional
demographics
769
00:43:48,612 --> 00:43:52,013
as related to current
geographic coordinates.
770
00:43:52,082 --> 00:43:54,812
Now commencing thermal
and spatial analysis
771
00:43:54,885 --> 00:43:56,443
of all targets.
772
00:43:56,520 --> 00:44:00,081
Duration...
773
00:44:03,694 --> 00:44:06,254
[ snoring ]
774
00:44:17,341 --> 00:44:18,933
Gwen, why don't you get
some shut-eye?
775
00:44:19,009 --> 00:44:21,637
We need that brain of yours
working if things get hot.
776
00:44:21,712 --> 00:44:23,942
Just for a few minutes.
777
00:44:24,014 --> 00:44:26,642
And you'd better wake me up.
778
00:44:29,152 --> 00:44:31,086
You too, get some rest.
779
00:44:31,154 --> 00:44:32,849
No chance.
780
00:44:32,923 --> 00:44:34,948
l'll sleep when my dad is home
safe and sound.
781
00:44:35,025 --> 00:44:37,016
Suit yourself.
782
00:44:41,565 --> 00:44:43,396
Thanks, Ben...
783
00:44:43,467 --> 00:44:46,197
for taking the risk
to help me,
784
00:44:46,269 --> 00:44:49,136
for going up against
the team.
785
00:44:49,206 --> 00:44:51,071
Just like old times, right.
786
00:44:51,141 --> 00:44:52,733
The guys didn't want you
on the soccer team
787
00:44:52,809 --> 00:44:54,743
and l stood up to them
for you to join.
788
00:44:54,811 --> 00:44:57,541
You ended up being
our MVP.
789
00:44:57,614 --> 00:45:00,378
You're not doing this
for old times' sake.
790
00:45:00,450 --> 00:45:03,146
No, l'm doing it
because l know what it's like
791
00:45:03,220 --> 00:45:05,154
to be on your own
792
00:45:05,222 --> 00:45:08,988
in a tough situation
you never chose to be in.
793
00:45:09,059 --> 00:45:11,425
l didn't ask to get
stuck with this.
794
00:45:11,495 --> 00:45:13,986
lt just happened.
795
00:45:14,064 --> 00:45:18,160
And no one who isn't me
knows how that feels.
796
00:45:18,235 --> 00:45:21,033
l think l do.
797
00:45:32,482 --> 00:45:35,212
Max, we need help
with a map analysis.
798
00:45:42,092 --> 00:45:44,026
Max?
799
00:45:48,832 --> 00:45:50,766
Snap out of it, Max!
lt's Ben!
800
00:45:50,834 --> 00:45:53,530
Ben, stop! Max!
801
00:45:53,603 --> 00:45:56,003
We have to restrain him,
but be careful not to...
802
00:45:56,073 --> 00:46:00,066
[ grunts ]
803
00:46:00,143 --> 00:46:03,442
Hurt him.
804
00:46:03,513 --> 00:46:04,673
What?
805
00:46:04,748 --> 00:46:07,615
He's restrained.
806
00:46:10,620 --> 00:46:13,851
Max, are you okay?
807
00:46:13,924 --> 00:46:16,222
We're fine.
808
00:46:16,293 --> 00:46:18,523
Never better.
809
00:46:18,595 --> 00:46:21,860
Why are you all looking
at us like that?
810
00:46:21,932 --> 00:46:25,026
We're great.
811
00:46:25,102 --> 00:46:26,535
We're happy.
812
00:46:26,603 --> 00:46:29,766
We're going to colonize earth.
813
00:46:29,840 --> 00:46:32,035
He usually has a lot
of odd jobs for us.
814
00:46:32,109 --> 00:46:34,043
But that one's new.
815
00:46:34,111 --> 00:46:35,078
Grandpa!
816
00:46:35,145 --> 00:46:36,669
Fight it, Max!
Come on!
817
00:46:36,746 --> 00:46:39,112
You can't stop
what's coming.
818
00:46:39,182 --> 00:46:43,619
The Plumbers are finished.
819
00:46:43,687 --> 00:46:46,986
Mankind is finished.
820
00:46:47,057 --> 00:46:48,388
[ coughing ]
821
00:46:48,458 --> 00:46:50,426
Max!
822
00:46:50,494 --> 00:46:53,156
Max!
823
00:46:54,164 --> 00:46:56,928
Where did he go?
824
00:46:59,369 --> 00:47:00,996
No one knows these tunnels
like Max.
825
00:47:01,071 --> 00:47:02,299
He's long gone.
826
00:47:02,372 --> 00:47:03,669
Now what?
827
00:47:03,740 --> 00:47:05,731
Like it or not,
he usually tells us what to do.
828
00:47:05,809 --> 00:47:06,901
We need him.
829
00:47:06,977 --> 00:47:09,605
No, we don't.
He needs us.
830
00:47:09,679 --> 00:47:11,670
We have to find the queen
and stop her.
831
00:47:11,748 --> 00:47:14,239
Helping Max is gonna be
the least of our problems.
832
00:47:14,317 --> 00:47:15,511
Wherever the alien queen is,
833
00:47:15,585 --> 00:47:17,485
that's where we'll find
your father and Max.
834
00:47:17,554 --> 00:47:19,419
We stop her, we stop the spread
of these chips.
835
00:47:19,489 --> 00:47:22,253
And just how do you suggest
we do that?
836
00:47:25,495 --> 00:47:27,429
COMPUTER:
Current geographic coordinates.
837
00:47:27,497 --> 00:47:29,965
Does anything seem weird to you
guys about this map?
838
00:47:30,033 --> 00:47:32,058
KEVlN:
Color choices are
a bit drab.
839
00:47:32,135 --> 00:47:35,002
Try sea foam blue.
840
00:47:35,071 --> 00:47:36,868
Check out the concentration
of the chips...
841
00:47:36,940 --> 00:47:38,635
London, New York, Paris,
842
00:47:38,708 --> 00:47:39,834
Munich,
843
00:47:39,910 --> 00:47:41,207
and central Missouri?
844
00:47:41,278 --> 00:47:42,609
There are millions of people
in all those cities,
845
00:47:42,679 --> 00:47:44,544
but that part of Missouri is...
846
00:47:44,614 --> 00:47:46,172
The middle of nowhere.
847
00:47:46,249 --> 00:47:48,547
lt's barely a town.
848
00:47:48,618 --> 00:47:51,348
The only thing in Barren Rock
is...
849
00:47:51,421 --> 00:47:55,118
The world distribution center
for Ship-lt.
850
00:47:56,760 --> 00:47:58,318
Right!
851
00:47:58,395 --> 00:47:59,919
Those shipments from
the local hub would have been
852
00:47:59,996 --> 00:48:01,987
the first wave
of sentry soldiers.
853
00:48:02,065 --> 00:48:04,761
Now we're talking
total immersion.
854
00:48:04,834 --> 00:48:05,960
And they need
a big enough base
855
00:48:06,036 --> 00:48:08,231
to spread that many chips
across the entire planet.
856
00:48:08,305 --> 00:48:11,968
Come on, they're taking over
the world by 24-hour shipping?
857
00:48:12,042 --> 00:48:13,703
What's your brilliant theory?
858
00:48:13,777 --> 00:48:16,041
Look, l think that's
where the chips
859
00:48:16,112 --> 00:48:18,706
are being manufactured
and distributed.
860
00:48:18,782 --> 00:48:21,376
And that's where
we'll find the queen.
861
00:48:21,451 --> 00:48:23,180
Sounds like we're in
for a road trip.
862
00:48:23,253 --> 00:48:26,654
What do you mean, ''we''?
863
00:48:26,723 --> 00:48:29,351
Fine, she's coming.
864
00:48:29,426 --> 00:48:33,294
Now we just have
to figure out how...
865
00:48:33,363 --> 00:48:36,628
with Kev's car
out of commission.
866
00:48:40,237 --> 00:48:42,296
Kev made this
for your birthday present.
867
00:48:42,372 --> 00:48:44,169
My birthday was
two months ago.
868
00:48:44,241 --> 00:48:46,675
You can't rush genius.
869
00:48:50,480 --> 00:48:52,345
Oh, my gosh, Kevin.
870
00:48:52,415 --> 00:48:53,882
lt's beautiful!
871
00:48:53,950 --> 00:48:55,042
''She.''
872
00:48:55,118 --> 00:48:56,016
She's beautiful.
873
00:48:56,086 --> 00:48:58,646
You call a car a ''she.''
874
00:48:58,722 --> 00:49:00,690
And you're right.
875
00:49:00,757 --> 00:49:02,657
Don't be jealous,
876
00:49:02,726 --> 00:49:05,661
you've got some
good qualities, too.
877
00:49:05,729 --> 00:49:07,253
A car.
878
00:49:07,330 --> 00:49:09,298
Your friend built you
a car.
879
00:49:09,366 --> 00:49:11,800
Well, the weapons and defense
systems aren't online yet,
880
00:49:11,868 --> 00:49:13,460
but she'll run.
881
00:49:13,536 --> 00:49:17,233
Yeah, the fact is, she'll pretty
much eat anything in her path.
882
00:49:17,307 --> 00:49:18,672
l don't know what to say.
883
00:49:18,742 --> 00:49:20,107
l can't wait
to test her out.
884
00:49:20,176 --> 00:49:21,404
Oh, you're not driving.
885
00:49:21,478 --> 00:49:23,105
l said l was going
to give you the car.
886
00:49:23,179 --> 00:49:25,704
That was before you bailed out
on the team.
887
00:49:25,782 --> 00:49:26,840
l'm keeping her.
888
00:49:26,916 --> 00:49:30,010
- Oh, l'm driving.
- How do you figure?
889
00:49:30,086 --> 00:49:33,613
Humongusaur would be happy
to throw the car to Missouri.
890
00:49:58,882 --> 00:50:01,908
l like it.
891
00:50:01,985 --> 00:50:04,180
l'm thrilled.
892
00:50:19,135 --> 00:50:21,069
Missouri in February...
893
00:50:21,137 --> 00:50:23,935
a dream vacation,
only 40 degrees colder.
894
00:50:27,944 --> 00:50:30,572
BEN:
Let me get a closer look.
895
00:50:34,117 --> 00:50:36,608
lt's like a small army...
896
00:50:36,686 --> 00:50:39,154
or not so small.
897
00:50:39,222 --> 00:50:41,986
Check it out.
898
00:50:42,058 --> 00:50:46,119
We're gonna be fighting
some serious odds down there.
899
00:50:46,196 --> 00:50:48,187
The people...
900
00:50:48,264 --> 00:50:51,097
they're all infected.
901
00:50:57,240 --> 00:50:58,434
Oops.
902
00:50:58,508 --> 00:51:00,738
That's coming out
of your zombie paycheck.
903
00:51:00,810 --> 00:51:03,836
All those crates
are filled with chips.
904
00:51:03,913 --> 00:51:06,381
God, there must be millions.
905
00:51:06,449 --> 00:51:08,144
Probably six billion.
906
00:51:08,218 --> 00:51:10,743
That's how many people
there are on earth.
907
00:51:10,820 --> 00:51:13,220
Okay, let's get inside.
908
00:51:29,005 --> 00:51:31,496
Looks like that's where
we wanna be,
909
00:51:31,574 --> 00:51:33,269
right in there.
910
00:51:34,277 --> 00:51:36,871
Oh, no!
Grandpa!
911
00:51:36,946 --> 00:51:38,140
Gwen, no.
912
00:51:38,214 --> 00:51:40,808
lf he sees us, he'll alert
the others we don't belong here.
913
00:51:40,884 --> 00:51:42,977
He's one of them now.
Hive mind.
914
00:51:43,052 --> 00:51:45,646
lt's up to us.
915
00:52:17,220 --> 00:52:20,417
lt's like a human assembly line.
916
00:52:27,997 --> 00:52:29,965
No sign of her royal highness,
the queen.
917
00:52:31,434 --> 00:52:33,994
There's someone
we know.
918
00:52:37,474 --> 00:52:40,602
lt's the creep
from back at the mill.
919
00:52:46,149 --> 00:52:48,379
That's Victor Validus.
920
00:52:50,453 --> 00:52:52,580
l knew it.
l told you not to trust her.
921
00:52:52,655 --> 00:52:54,589
lt's not like that.
922
00:52:54,657 --> 00:52:56,648
You knew your father
was behind this the whole time.
923
00:52:56,726 --> 00:52:57,988
You said you didn't
know that guy.
924
00:52:58,061 --> 00:52:59,323
l don't.
925
00:52:59,395 --> 00:53:02,364
That's not my dad.
He's become some kind of freak.
926
00:53:14,811 --> 00:53:16,335
Well...
927
00:53:16,412 --> 00:53:20,371
l think we found out how
they're making those chips.
928
00:53:20,450 --> 00:53:21,974
No.
929
00:53:24,153 --> 00:53:26,485
ECHOlNG:
You expect me to believe
you're on our side?
930
00:53:26,556 --> 00:53:27,420
l knew not to trust you.
931
00:53:27,490 --> 00:53:29,321
No, you're wrong.
You don't understand.
932
00:53:29,392 --> 00:53:31,792
You've got a lot
of explaining to do.
933
00:53:31,861 --> 00:53:34,261
Not here, she doesn't.
934
00:53:46,109 --> 00:53:47,940
They're both in this together.
lt's a trap.
935
00:53:48,011 --> 00:53:50,172
- Back off! lt's okay!
- Yeah, how is this okay?
936
00:53:50,246 --> 00:53:52,146
Ben, her father is
reproducing those chips.
937
00:53:52,215 --> 00:53:53,739
He's the one controlling
this whole operation.
938
00:53:53,816 --> 00:53:54,874
ls he?
939
00:53:54,951 --> 00:53:56,384
lt looks like the chips
are controlling him,
940
00:53:56,452 --> 00:53:57,714
just like Max!
941
00:53:57,787 --> 00:53:59,778
lt's not a trap.
942
00:53:59,856 --> 00:54:01,346
l trusted you, Elena.
943
00:54:01,424 --> 00:54:04,052
l had to lie.
l knew you'd react like this.
944
00:54:04,127 --> 00:54:06,027
Refuse to help me,
treat me like the enemy,
945
00:54:06,095 --> 00:54:07,722
just like they did
to my father.
946
00:54:07,797 --> 00:54:10,265
Then l guess you don't
know us as well as you thought.
947
00:54:10,333 --> 00:54:12,460
Right?
948
00:54:12,535 --> 00:54:14,560
l'm sorry.
949
00:54:14,637 --> 00:54:16,036
l just wanted
this nightmare to end.
950
00:54:16,105 --> 00:54:17,663
Well...
951
00:54:17,740 --> 00:54:20,538
looks like it's just
beginning.
952
00:54:26,182 --> 00:54:28,343
So that's what those
plans were for.
953
00:54:28,418 --> 00:54:30,147
He was conducting tests
on himself.
954
00:54:30,219 --> 00:54:31,413
He's the hive.
955
00:54:31,487 --> 00:54:32,920
His own body is producing them
by the thousands,
956
00:54:32,989 --> 00:54:34,354
every minute.
957
00:54:34,424 --> 00:54:38,121
ln a colony, only the queen
can reproduce.
958
00:54:38,194 --> 00:54:40,560
So...
959
00:54:40,630 --> 00:54:43,190
The queen is
inside of my dad.
960
00:54:44,200 --> 00:54:46,259
We gotta shut 'em down, Ben.
961
00:54:46,336 --> 00:54:47,769
Destroy him,
destroy the queen.
962
00:54:47,837 --> 00:54:48,963
No! You can't!
963
00:54:49,038 --> 00:54:50,938
l'm sorry, Elena,
but Kevin may be right.
964
00:54:51,007 --> 00:54:53,237
lf it's a choice between one man
and the entire human race...
965
00:54:53,309 --> 00:54:54,936
You said you'd save him!
966
00:54:55,011 --> 00:54:55,875
lt's not his fault!
967
00:54:55,945 --> 00:54:57,606
He's being controlled
by the queen!
968
00:54:57,680 --> 00:54:59,807
Dude, l know this is hard,
969
00:54:59,882 --> 00:55:02,373
but unless you take out this guy,
970
00:55:02,452 --> 00:55:04,682
the whole world falls.
971
00:55:04,754 --> 00:55:08,121
You know what Max would do.
972
00:55:10,126 --> 00:55:12,287
l don't know what
Max would do,
973
00:55:12,362 --> 00:55:13,659
but l know what
l wouldn't do.
974
00:55:13,730 --> 00:55:15,994
l don't destroy victims,
l save them.
975
00:55:16,065 --> 00:55:19,865
What's your plan, Ben?
976
00:55:19,936 --> 00:55:23,099
lt looks like all
the soldier chips have been
rendered dormant for shipping.
977
00:55:23,172 --> 00:55:25,470
lf l stop the queen
before she can activate them,
978
00:55:25,541 --> 00:55:26,701
it looks like we have a chance
of beating this thing.
979
00:55:26,776 --> 00:55:28,073
Ben, wait a minute,
what do we do
980
00:55:28,144 --> 00:55:30,977
if Alien X or Humongusaur
gets absorbed by the hive?
981
00:55:31,047 --> 00:55:33,345
lt's all over.
982
00:55:34,617 --> 00:55:37,051
Absorbed by the hive is
pretty much what l had in mind.
983
00:55:39,389 --> 00:55:41,584
Remember when the Omnitrix
scanned the chips' DNA?
984
00:55:41,658 --> 00:55:43,751
l can fight them from the inside
if l become one of them.
985
00:55:43,826 --> 00:55:46,158
The watch has been cooking this
up the whole time.
986
00:55:46,229 --> 00:55:48,254
lt's time to take it out
of the oven.
987
00:55:48,331 --> 00:55:50,196
Ben, this isn't like anything
that you've become before.
988
00:55:50,266 --> 00:55:52,564
Kevin's right.
lt's a hive mind based organism.
989
00:55:52,635 --> 00:55:53,465
So?
990
00:55:53,536 --> 00:55:55,970
So, l think the Omnitrix can
turn you into one of these things,
991
00:55:56,039 --> 00:55:58,974
but l'm not so sure it can
keep you in control once it does.
992
00:55:59,042 --> 00:56:02,375
You may become a permanent
slave to the hive.
993
00:56:02,445 --> 00:56:05,710
A turbo-charged killer weapon
slave.
994
00:56:05,782 --> 00:56:07,306
Ben, no.
995
00:56:07,383 --> 00:56:09,214
l don't wanna lose you, too.
996
00:56:09,285 --> 00:56:11,253
We're out of options.
997
00:56:11,320 --> 00:56:13,481
l have to put my faith
in the Omnitrix.
998
00:56:13,556 --> 00:56:15,456
lt always has to be your way,
doesn't it, Ben?!
999
00:56:15,525 --> 00:56:17,686
Just like walking out
on the Plumbers.
1000
00:56:17,760 --> 00:56:19,352
Okay, so maybe l should have
stayed and talked it out,
1001
00:56:19,429 --> 00:56:20,555
but this is different.
1002
00:56:20,630 --> 00:56:21,460
Why?
1003
00:56:21,531 --> 00:56:22,520
This is something
l don't wanna do,
1004
00:56:22,598 --> 00:56:23,895
l just don't see
any other way!
1005
00:56:23,966 --> 00:56:24,990
Aaahh!
1006
00:56:25,068 --> 00:56:27,002
[ grunting ]
1007
00:56:27,070 --> 00:56:28,537
Elena!
1008
00:56:28,604 --> 00:56:32,597
[ alarm blares ]
1009
00:56:34,010 --> 00:56:36,171
ELENA:
Guys, look!
1010
00:56:36,245 --> 00:56:37,473
Ben, what do you want
us to do?
1011
00:56:37,547 --> 00:56:39,037
- Keep 'em busy.
- How?!
1012
00:56:39,115 --> 00:56:41,049
l trust you.
1013
00:56:44,487 --> 00:56:47,047
What?
1014
00:56:51,260 --> 00:56:53,558
l'm small?
1015
00:56:58,201 --> 00:56:59,463
What is that?
1016
00:56:59,535 --> 00:57:02,231
He's turned into some kind of
nano-mechanical organism.
1017
00:57:02,305 --> 00:57:04,967
Nano-mech. l like it.
1018
00:57:05,041 --> 00:57:06,804
Just like the chips.
1019
00:57:06,876 --> 00:57:09,401
[ grunts ]
1020
00:57:15,752 --> 00:57:18,152
Time to get small.
1021
00:57:27,063 --> 00:57:29,497
Even smaller.
1022
00:57:32,769 --> 00:57:34,999
This is gross!
1023
00:57:37,540 --> 00:57:39,508
WOMAN:
Listen to my voice.
1024
00:57:39,575 --> 00:57:41,805
You must obey.
1025
00:57:41,878 --> 00:57:44,506
[ groaning ]
1026
00:57:44,580 --> 00:57:50,644
You're one of us now,
Ben Tennyson.
1027
00:57:50,720 --> 00:57:52,779
Aaaargh!
1028
00:57:54,157 --> 00:57:57,149
ELENA:
Run!
1029
00:58:04,934 --> 00:58:07,232
How can you care
about the humans,
1030
00:58:07,303 --> 00:58:09,794
when the universe is yours?
1031
00:58:09,872 --> 00:58:12,272
No!
1032
00:58:14,744 --> 00:58:16,109
[ grunts ]
1033
00:58:58,387 --> 00:59:02,016
You're different
from these other drones.
1034
00:59:02,091 --> 00:59:05,288
Stronger!
1035
00:59:05,361 --> 00:59:10,060
Together, we can
rule everything!
1036
00:59:10,132 --> 00:59:11,861
Sorry,
1037
00:59:11,934 --> 00:59:15,802
l'm just not ready
for a serious commitment.
1038
00:59:15,872 --> 00:59:17,669
Then you'll die...
1039
00:59:17,740 --> 00:59:20,334
with the humans.
1040
00:59:29,318 --> 00:59:30,979
Ow!
1041
00:59:35,024 --> 00:59:37,185
What's Ben
doing in there?
1042
00:59:37,260 --> 00:59:40,252
Whatever he's doing,
he'd better hurry up.
1043
00:59:40,329 --> 00:59:42,889
The chips are
activating.
1044
00:59:45,568 --> 00:59:47,593
[ groans ]
1045
00:59:47,670 --> 00:59:50,332
You were a fool
to transform into a drone.
1046
00:59:50,406 --> 00:59:54,672
l can easily defeat
any puny drone.
1047
00:59:59,615 --> 01:00:02,584
l'm not just any drone!
1048
01:00:02,652 --> 01:00:07,146
l'm half-drone,
half-human!
1049
01:00:07,223 --> 01:00:10,021
Drones can adapt.
1050
01:00:10,092 --> 01:00:14,324
And humans never give up.
1051
01:00:14,397 --> 01:00:17,161
[ queen screaming ]
1052
01:00:37,787 --> 01:00:40,722
Oh!
1053
01:00:40,790 --> 01:00:43,782
[ people chattering ]
1054
01:01:05,581 --> 01:01:06,946
He did it!
1055
01:01:11,053 --> 01:01:13,578
- Dad!
- Elena.
1056
01:01:13,656 --> 01:01:15,647
He's alright!
1057
01:01:17,793 --> 01:01:19,954
What am l,
chopped liver?
1058
01:01:20,029 --> 01:01:21,656
Hello, l just saved
the world again.
1059
01:01:21,731 --> 01:01:22,891
Don't look at me.
1060
01:01:22,965 --> 01:01:26,401
l'm not hugging you.
1061
01:01:26,469 --> 01:01:27,993
Actually, you might not
wanna hug me so tight.
1062
01:01:28,070 --> 01:01:32,097
l flew through a lot
of snot.
1063
01:01:32,174 --> 01:01:34,165
Max!
1064
01:01:53,963 --> 01:01:55,931
Max!
1065
01:01:55,998 --> 01:01:58,762
Max, where are you?!
1066
01:01:58,834 --> 01:02:01,064
Grandpa!
1067
01:02:01,137 --> 01:02:02,729
You've got a lot of gall...
1068
01:02:02,805 --> 01:02:05,740
disobeying orders,
defying my authority.
1069
01:02:05,808 --> 01:02:06,672
Grandpa, l...
1070
01:02:06,742 --> 01:02:10,178
You know what that kind
of behavior gets you?!
1071
01:02:10,246 --> 01:02:13,738
[ laughs ]
1072
01:02:40,242 --> 01:02:41,903
l'm sorry, Victor.
1073
01:02:41,977 --> 01:02:43,376
None of this would have
ever happened
1074
01:02:43,446 --> 01:02:45,004
if l had trusted you.
1075
01:02:45,081 --> 01:02:47,549
No, Max, it wasn't right
to go it alone.
1076
01:02:47,616 --> 01:02:51,882
Ben, thank you.
l'm forever grateful.
1077
01:02:51,954 --> 01:02:52,978
You should be thanking
your daughter.
1078
01:02:53,055 --> 01:02:54,147
lf it wasn't for Elena,
1079
01:02:54,223 --> 01:02:55,747
l'd be at a school
football game right now.
1080
01:02:55,825 --> 01:02:57,292
He's just being modest.
1081
01:02:57,359 --> 01:03:00,590
Ben, modest?
lmpossible.
1082
01:03:00,663 --> 01:03:02,597
l guess we make
a pretty good team.
1083
01:03:02,665 --> 01:03:04,292
We make a great team.
1084
01:03:04,366 --> 01:03:07,335
We're more than that,
we're Plumbers.
1085
01:03:07,403 --> 01:03:10,600
And the Plumbers have
a pretty great leader.
1086
01:03:10,673 --> 01:03:12,538
lndeed they do.
1087
01:03:12,608 --> 01:03:16,009
Ben, what would you say
if l asked you to step in?
1088
01:03:16,078 --> 01:03:17,773
What?
1089
01:03:17,847 --> 01:03:20,111
Well, l'm not getting
any younger.
1090
01:03:20,182 --> 01:03:24,141
And believe me, l've been
waiting for this moment
long enough.
1091
01:03:24,220 --> 01:03:25,983
l couldn't take over.
1092
01:03:26,055 --> 01:03:28,046
You already have,
in a way.
1093
01:03:28,124 --> 01:03:31,287
That Omnitrix could have gone
to anybody's wrist.
1094
01:03:31,360 --> 01:03:34,454
We just count ourselves lucky
that it found yours.
1095
01:03:34,530 --> 01:03:39,024
l hate to say it,
but Max is right.
1096
01:03:39,101 --> 01:03:42,002
Can we at least get
a 30-day trial period?
1097
01:03:42,071 --> 01:03:44,471
Well, my first
order of business
1098
01:03:44,540 --> 01:03:47,304
will be to unaccept
Max's resignation.
1099
01:03:47,376 --> 01:03:49,742
Sorry, you're not getting out
of it that easy.
1100
01:03:49,812 --> 01:03:51,575
Well, maybe you're right.
1101
01:03:51,647 --> 01:03:57,244
What in blazes did
that zombie me do with my ride?
1102
01:03:59,822 --> 01:04:01,813
What did you mean when
you said, ''we're a great team''?
1103
01:04:01,891 --> 01:04:03,882
You are not on the team.
1104
01:04:03,959 --> 01:04:04,948
l am now, red.
1105
01:04:05,027 --> 01:04:07,723
l earned my place, and l suggest
you move your locker far away
from mine.
1106
01:04:07,796 --> 01:04:08,990
Oh, l don't think so...
1107
01:04:09,064 --> 01:04:10,725
You better get
used to that.
1108
01:04:10,799 --> 01:04:12,824
lt's the sound
of things to come.
1109
01:04:12,902 --> 01:04:14,335
Now give me back
my keys.
1110
01:04:14,403 --> 01:04:16,633
Nice try, Kev.
1111
01:04:16,705 --> 01:04:21,768
But from now on, l'm driving.
1112
01:04:21,844 --> 01:04:24,039
l call shotgun.
1113
01:04:35,624 --> 01:04:36,720
๏ฟฝ [ hip hop music plays ] ๏ฟฝ
1114
01:04:37,040 --> 01:05:34,040
Ripped from DVD by TheFirstWolf
addic7ed.com - llywot.com
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