Note: This episode is set one year after the live action film, Ben 10 Alien Swarm.
“Revenge of The Swarm” · Season 2
In this episode: Kevin Levin (5), Ben Tennyson (3), Egor (3), Gwen Tennyson (2), Julie Yamamoto (2), Humungousaur (1), Armodrillo (1)
VVVictor Validus
Did you think you could get rid of us that easily?
[wakes up and bolts up, coming face-to-face with him] Validus! What do you want?!
VVVictor Validus
This isn't about the microchips or even the queen and her hive. We understand why you did that to us.
Then what?
VVVictor Validus
We're here because of what you wanted to do to Elena!
I-I don't understand!
VVVictor Validus
Don't lie to me Ben! A father can tell. [releases his tentacles to grab Ben]
[Ben activates the Ultimatrix and turns into Humungousaur]
Humungousaur! [zoom out to reveal that he's small as Grey Matter] Uh-oh. [runs and slides under the pillow; Victor's tentacle picks him up] Validus, please! I never wanted to hurt Elena.
VVVictor Validus
We didn't say you wanted to hurt her. [turns into a swirl and Humungousaur is thrown into nothingness]
[Ben wakes up, realizing it was only just a dream]
[Ben is doing his homework when he hears a doorbell ringing. He opens the door to see Julie standing at the doorway.]
Hey, Julie.
I was just passing by, but if you're busy or something.
Doing homework if you can believe it. Come on in.
You look kind of upset.
It's this problem I'm working on.
Calculus?
I wish. Then I could just con you into doing it for me. It's like the answer's right in front of me, but I can't see it.
What is the problem exactly? A case?
Yeah. Microchips. I'll show you. [takes his jacket from the couch, but realizes that the Nanochip is gone]
What's the matter?
Kevin has it. [Ben runs out the door, but stops and turns to Julie] You know, it feels like I'm always running off somewhere doesn't it?
It's starting to.
Can we get together tomorrow night for sure?
[Smiles] I'd like that.
[Ben runs off, with Julie looking on]
Elena and Ben.
What about them?
They're interested in each other. Anybody can see that, but she's going to be a problem.
Oh?
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'a times. [Gwen glared at him] I mean i've heard about them from friends.
EEgor
I am Janitor, idiot boy.
Then how do you explain… (Shows Egor the wig) This!
EEgor
For hiding. (Puts his wig back on) When hair started to fall out, that's how I explain. (Stares Kevin's hair) Maybe you need one some day too.
Doesn't seem a little coincidental that Validus would suddenly drop dead after everything that happened?
EEgor
Anyone can die anytime. Even you smart guy.
Wait a minute. Why do you think Elena is crazy?
EEgor
When she talks, she say "We" or "Us" when it's just her. What does she thinks she is? Queen of England? (Walked away)
No, not the Queen of England. The Nanite Queen.
I thought the Queen was dead.
Long live the Queen.
Guess I got a little paranoid. For a minute there, I even throught Julie--
EVElena Validus
What about Julie?
Nothing. She must changed her mind about wanting to see me again, that's all.
[Julie muffling]
EVElena Validus
I'm so glad we're going to be together now.
Working together, Elena.
EVElena Validus
It won't always be work.
You hear that?
EVElena Validus
Don't! We said don't!
It was you.
EVElena Validus
Us, Ben. Us. Some of the chips hid in me so that the one inside my father could be sacrificed. We built the false queen to mislead you.
And I bought it. Elena, they've been controlling you. You've got to fight them.
EVElena Validus
They're not controlling me, they are me and I am them. They give me what I want. They fulfill my deepest desires, even the ones I don't know I have. We could fulfill your deepest desires, too. You like your car? Wouldn't you like a few more? Or something else? Anything else? We can give it to you, Ben. Don't!
Make him go away, Elena.
EVElena Validus
I can't. The chips want what I want and I can't stop wanting.
Armodrillo!
What did I tell you? From now on, you can call me Sherlock Levin.
You have to stop them!
EVElena Validus
We can't.
Then I'll have to stop you!
EVElena Validus
You know we like you, Ben... But not that much.
Can't... Breathe!
[as Ben is being attacked by the nanites] Is this what you want?!
EVElena Validus
It… must be.
No! Whatever's left of Elena couldn't want this!
EVElena Validus
Julie… we can't stop.
Then you never really cared about Ben!
EVElena Validus
We did. I did!
Isn't there some part of you left, the real you, that cares enough to stop this? Elena, don't.
[runs to the force field entrance; devastated] Oh, no.
That wasn't Elena. The nanites got her a long time ago.
You're wrong. There was enough of my friend left to save my life. Goodbye Elena.
[As they all leave the lab, on the floor, the Nanochips somehow spring to life]
These quotes come from Wikiquote's Ben 10: Ultimate Alien pages and are available under the Creative Commons Attribution-ShareAlike License.