Ben was telling Kevin and Gwen about a strange dream he had a few nights ago and a encounter with Victor Valadis with those strange metal tentacles.

"I must have seen his shadow on the curtain, and that's what made me dream about him." said Ben

"You ask me, the whole thing was a dream." said Kevin

"I like the part where Humongousaur was really small. I was reading about how dreams reveal what we're really afraid of." said Gwen

"It was not a dream! Well, the part about being little was, but..." said Ben

"Keep telling yourself that, bud." said Kevin

"Ben, Victor Valadis was cured a long time ago." said Gwen

"And those alien microchips that were controlling him all got flushed when you killed the queen and her hive."

"Yeah? Then what is this?" asked Ben holding up one of the alien microchips.

They then decided to go and check on Victor Valadis.

"Do you think we should call Star about this?" asked Gwen

"Let's not. Star has the trail for Eclipsa that she has to go to tomorrow. So let's wait on it till we know whats going on." said Ben

The three of them got into Kevin's car and headed to where Victor Valadis was working at.

"Ready?" asked Ben

Then Kevin absorbed the metal from a pipe to cover himself in metal. "Ready." said Kevin

"Ready." said Gwen as her hands started to glow.

Ben then activated the ultimatrix and hit it. "Terraspin!" said Ben. They then charged in and quickly Ben quickly tripped over a cleaning bucket and slide on the floor and stopped in front of a janitor. Then Ben got himself up as Kevin and Gwen ran up to Ben.

"Where's Valadis?" asked Kevin

"Who are you/" asked the janitor in a Russian accent holding his mop up in hopes to keep them back.

"We're just looking for Valadis. We don't want to hurt you." said Gwen

"Speak for yourself, Gwen." Kevin then swiped at the mop breaking it. "Now, where is he?"

"6255 Pleasant Hills Road." said the janitor

"What's that?"

"A cemetery." said Ben

"You mean he's?" said Gwen

"Was a big shock. One minute, fine, next minute poof. Gone." said the janitor

"Did you know him very well?"

"Few years. I help him with experiments. Nice man. Can't believe I never see him again."

"Hold it, Igor. Doesn't it seem a little coincidental that Valadis would suddenly drop dead right after everything that happened?" asked Kevin

"Anyone can die at anytime. Even you, smart guy."

They left Victor Valadis lab and started to drive off in Kevin's car.

"Ther's something about that janitor I don't like." said Kevin

"Yeah, he stood up to you." said Ben

"No. It's something else."

"Either of you know how to get to the cemetery?" asked Gwen

"Later. We got another stop to make."

The next day Ben, Kevin, and Gwen got into there ship an flew of to a Plumber Academy. They started to ask one of the instructors a Galvin about Elena.

"Elena? One of our best students. She would have made an excellent Plumber someday." said the Galvin

"Did she say why she was leaving?" asked Ben

Then the Gavil gave some advice to a student. Then started to lead Ben, Kevin, and Gwen back to his office. "Elena was shattered by her father's death, as you might imagine. She couldn't concentrate on school."

"Maybe she'll be back when she gets over it." said Gwen

"I don't think so. When her father passed, she went back to Earth and took over his research on the alien microchip. No one alive knows more about them than she does."

"That's why I'm trying to find her." said Ben

Once they got into the Galvin's office. He went to his desk and touched his Plumber's badge. "I just sent her new address to your badges."

"Thanks. I appr..." Ben wasn't able to finish as an explosion as the Galvin rushed out of his office to check it out.

While on Mewni the trial of Eclipsa was just starting to start. The start of the trial was crazy as some of the Magic High Commission with themselves and Star arguing for a bit. Once they stopped arguing they started to get back to the trial.

"Queen Moon, what evidence have you brought us?" asked Omnitraxus who was in his orb so he could fit in the room.

"I'm afraid this is the evidence." said Moon as she brought pile of of papers, books, scrolls and stone tablets. She then place the pile in front of her. "It's less impressive then it looks. These are all second hand accounts, oral histories, folk stories. None of them verified."

"There is no way around it. Come on everyone grab a stack." said Hekapoo grabbing some of the papers and carried them to where she was seating.

"You guy are really gonna sit here and read ell of that?" asked Star

"Yes, I don't mean to fuse, but exactly how long is this trial meant to last?" asked Eclipsa

"As long as it takes. Now to begin we must organize each and every one of these documents by date and author." said Moon

"Ahhh! Sounds like math." said Rhombulus sounding like he didn't want to do this.

"Then once we've constructed a rough timeline we can..."

"That won't be necessary. I request trial by box." said Eclipsa. Once she said that Rhombulus cheered in excitement.

"Well we won't need these anymore." said Hekapoo pushing the pile of papers to the side.

"Shawn cancel my lunch order. We're going to be done here pretty quick." said Omnitraxus. This confused Shawn a bit.

"Eclipsa! Are you sure about this? The box is a ruthless seeker of truth. If you attempt to conceal anything from it. Crystallization may be the least of your worries." said Moon

"I'm tired of sitting around waiting for you to decide my fate. I'll give you the truth all of it and if that means crystallization so be it." said Eclipsa

"Shawn we wish to invoke trial by box."

"Yes your majesty." said Shawn. He left the room and came back with a special cart with the words 'Box of Truth' on it. "The Box of Truth has arrived." Then Shawn pulled a rope and then a familiar box that Star has seen before.

"Wait! Is that Truth or Punishment?" asked Star a bit confused see the Box of Truth.

"What! No, no! No, no! This is the Box of Truth." said Moon

"That is Truth or Punishment. We played it at my sleepover."

"You played it. The box is not a game."

The the box started to glow and float. "Who do you have a crush on?" asked the Box

"Queen Moon." Rhombulus blurted out witch caused him to blush.

"It must be on the wrong setting." said Moon. Then she walked up to the box flipped it over and switched the dial from party to trial. "The rules are simple each member of the Magic High Commission shall ask one question and the accused must answer." Then Moon pressed the top of the Box. Then it started to glow and float up.

"To all who seek the path of knowledge. Listen well to this degree, surrender to the eye of justice. Swear an oath of truth to me." said the Box

"Oh a different poem." said Star

"I swear." said Moon putting her pinky finger in a door the box revealed.

"I swear." said Hekapoo doing the same as Moon.

"I swear." said Omnitraxus doing the same as Moon and Hekapoo

"I swear." said Rhombulus doing the same as the others but with one of his snake hand tongue.

"I swear." said Eclipsa doing the same as the rest.

"Then now it's time for trial by box." said the Box as it started to shine a light on Eclipsa.

"Eclipsa did you write the evil chapter in the book of spells?" asked Omnitraxus

"Exhibit A." The Box then showed a image of the book of spells turned to that chapter.

"Yes I did. But for the record I never called it the evil chapter. That was your people's name for it. I wrote plenty of evil spells that never made it in the final draft. Writing is rewriting you know." said Eclipsa

"Truth!" said the Box as it turned green

Then Star saw Hekapoo put a check mark in the evil section. "Whatever! Have any of you read her chapter?" asked Star

"Hekapoo the second question goes to you." said Moon

"Box pull up the royal archives for me would ya." said Hekapoo

"Exhibit B." said the Box as it started to show a image an image of Eclipsa and a dressed up man in royal looking clothes.

"Did you abandoned your husband, King Shastacan, and your kingdom to elope with a monster?" Then the image showed Eclipsa run way from the man and ran to a monster.

"Oh, hello, sweetie. Yes, I did run off with a monster. But could you really blame me? How could I resist a smile like that?" said Eclipsa

"Truth again!" said the Box

"Aww!" said Star as Hekapoo made another check mark in the evil section again.

"Rhombulus, the third..." said Moon

"Did you eat those babies?" asked Rhombulus

"What?" asked Eclipsa in a confused tone

"Ugh! Bobipsa was the baby-eater, not Eclipsa!" said Hekapoo

"Oh, right. I wanna take my question back." said Rhombulus

"There are no take-backs in trial box." said the Box. The the box showed image of Eclipsa tormenting babies.

"Well, I hate to disappoint you, but I'm afraid I have not eaten a single baby. Now, I did hurt the occasional teenager, but only psychologically, and they always deserved it.

"We're on a roll here, people!" said the box as it turned green. Then Hekapoo made another check mark in the evil section.

Star noticed this. "What is wrong? Didn't you hear her! She didn't eat those babies!" said Star. But Hekapoo didn't care.

"Star, sit down. We must respect the rules of the Box." said Moon

"Fine!" said Star as she took her seat

Then Moon stood up. "Eclipsa! Are you sorry for what you've done?"

"No. I'm not." said Eclipsa

This comment shocked Rombulus, Hekapoo and Omnitraxus. "That settles it. Rhombulus, if you would." said Omnitraxus

"Right." said Rhombulus as he started to charge his crystal gem.

"One moment. I haven't asked my question." said Eclipsa

"Wait! What?" asked Rhombulus

Hekapoo just laughed.

"She can't ask us a question." said Omnitraxus

"Um... I think she can! Right, Mom? My mom said! She said in the rules!" said Star

"Technically, since Eclipsa was once a queen of Mewni, she is still a member of the Magical High Commission. And every member gets to ask one question." said Moon

Eclipsa then cleared her throat. "What did you do with my daughter?" asked Eclipsa as the Box of Truth turned to face the Magical High Commission.

"Uh, I have no idea what she's talking about." said Hekapoo

"We didn't do anything with your daughter!" said Omnitraxus

"And honestly? I'm kind of offended." said Rhombulus

"Too bad for you. Everyone lied!" Bellowed the Box as it turned Red. Then the Box trapped everyone in a giant metal box.

"What's happening? We told the truth!"

"Are you sure about that?" Then the giant box they were in started to shrink a bit.

"Uh, come on, guys, spit it out!" said Star

"We didn't do anything wrong!" said Hekapoo

The box started to shrink a bit more. "The box seems to differ!" said Moon

"We aren't the ones on trial!" said Omnitraxus

"if you'd rather get to the truth more quickly, I can work with that." said the Box

Then the giant box started to shrink steadily. "That's not good." said Rhombulus

They all except Eclipsa tried to stop to box from shrinking. But no matter what they tried nothing was working. "Moon, please shut it off!" said Omnitraxus

"I can't do that. We all took the oath!" said Moon

Rhombulus even tried to use his crystals to stop the box but they just got destroyed.

"Oh, no. Okay, I'm done! I want out!" said Rhombulus

"We're gonna be crushed!" said Hekapoo

"You know, this is so unfair! You enforce the laws of magic on everyone around you, and yet for some reason, you can lie to us? How does that make you any different than the villain you say Eclipsa is? asked Star

"We got rid of your daughter, sorry." said Rhombulus

"Truth!" said the Box as it turned green. The the giant box they were in disappeared and then reappeared back in their original positions.

"What the heck, Rhombulus?!" said Hekapoo with a bit of anger in her voice.

"I'm sorry, I'm tired of keeping it a secret. Tell them Omni." said Rhombulus

Omnitraxus let out a sigh. "Fine. Eclipsa, your ex-husband, King Schastacan..." said Omnitraxus. Then she showed her what happened. "He wanted nothing to do with your half-monster daughter. So we swapped her out with a peasant girl. We gave her the royal magic wand and she became the next queen of Mewni."

"Eclipsa has been found guilty of crimes against Mewmanity. However, the Magical High Commission has also been found guilty of tampering with Mewni's history and omitting the truth from Butterfly family for generations. This concludes the trial. Although, if we're being honest here, it seems like you all still have some issues to deal with." said the box before it deactivated and fell into Moon's hand

"So it was just as we suspected."

"What?!" said both Hekapoo and Omnitraxus at the same time in a bit of shock

"Uh, Moon?" asked Hekapoo

Moon got up and walked down to where Eclipsa was at. "We knew there was something missing from our family's history. Eclipsa's daughter should be recorded here in the royal archives, but she's gone." said Moon

Then Rhombulus let out a gasp. "Wait a minute. This whole trial was a set-up!" said Rhombulus

"You were planning this along!" said Hekapoo

"Actually we all planned this." said Star who just walked right down there as well.

"We thought you might be hiding something. And it turns out we were right!" said Moon

"You lied to our family for generations!"

"We had to!" said Hekapoo

"Can you imagine if the power of magic fell into the hands of a monster?' said Omniotraxus

"But it's not it would be the end of the world would it. But either way you lied to us. To be honest we shouldn't have the throne. Eclipsa isn't even... Wait! You aren't actually my great-great-great-great-something-grandma." said Star just realizing that fact now.

"No, sweetie. I'm not." said Eclipsa

"Then that means, we're no more royal than anybody else."

"You're still a princess, Star." said Moon

"No. Mom. We're nobody." Star used her wand to free Eclipsa from the chains she was in. Once Star was done with that she left and headed back to her room to think this over.

Back with Ben, Kevin and Gwen got back to Earth just as the place they live in was getting dark. They quickly drive to Elena's lab.

Ben knocked at the door as it was soon opened. "Ben Tennyson!" said Elena as she gave Ben a hug. Ben was a bit shocked by the hug.

Kevin scoffed a bit see Elena hug Ben. "Just friends." said Kevin

"Come in. Let me show you around." Then Ben, Kevin and Gwen entered the building. "Most of this came from my father's lab. The rest I built myself."

"This stuff is incredible." said Ben impressed by equipment in the lab.

"My dad set the bar pretty high."

"Elena, a-are you sure you should be doing this?" asked Gwen

"What? Studying the alien microchips? How could I not?"

"You know how dangerous they are. They can reproduce themselves, take over living bodies."

"And they can also solve half the problems of the human race. They can make bridges, roads, even whole cities. And all anyone mould have to do is think of something they want, and the chips would make it."

"Not worth the risk." said Kevin

"There's no risk. Watch." Elena pressed some buttons on the alien microchip holding area and a robot arm came down and grabbed one of the alien microchips. The armed move the of the area and she opened the door. An alarm started to go off as the door was open.

"Wait! Don't!" said Gwen

But when the alien microchip was free from the robot arm and tried to fly out. It got zapped and was fried. Then the door shut. "Force field, my fail safe device. None of the chips can ever leave the compartment. "

"Yeah? How do you explain this?" asked Kevin showing Elena the alien microchip that Ben found before.

Elena took the alien microchip and started examine it under a powerful microscope. "It's not one of mine."

"It has to be. Where else could it have come from?" asked Gwen

"That's what we have to find out, and we need you to help us, Elena. After all you know more about these thing better than anyone else in the world." said Ben

"Ben, I'd like to help, but what I'm doing here it's just to important. Maybe you can help me. This could change the whole world, you know." said Elena

"These could change the whole world, too, but not in a good way." said Kevin as he grabbed the alien microchip

"Ben's got to help us find out where they came from. He doesn't have time to be a lab rat. Right Ben?" asked Gwen

"Right! We should focus on finding the other alien microchips." said Ben

Then Ben, Kevin and Gwen left Elena's lab. Kevin dropped Ben off at his house so he could do his homework. While Kevin took Gwen to the Burger Shack for some food.

"It's just too dangerous." said Gwen

"I wouldn't go that far. A bit annoying maybe." said Gwen

"Elena and those microchips she's working on?"

"Oh, them. Yeah, they are dangerous, definitely."

"What were you talking about?"

"They way Elena was acting and looking at Ben."

"What do you mean by that?"

"She is interested in him. Anybody can see that. Witch is the problem."

"Really? Why is that?"

"Elena's the type who wants people that she can't have. Then once she gets them. Boom! She dumps them. I've seen the type before, lots of times." Kevin saw Gwen was giving him a bit of a angry look. "I mean, I've heard about them, from friends."

Back at Ben's place. He was trying to get his homework done. Ben was getting a bit worried about Star because she should have called Ben awhile ago. Ben tried to use the ultimatrix to call Star's Plumber badge. But there was no answer. He was sure Star was fine. But he still had something on this mind with the case he was on and wanted to get someone's thought on it. Ben soon decided to went out to get some air to help him think. As Ben was driving he notice Kevin and Gwen were fighting Victor Valadis. Ben stopped the car where Kevin was tossed to. Ben got out of the car and started charge into battle as he activated the ultimatrix and hit it.

"Waterhazard!" said Ben as he ran up and punched Victor Valadis. Gwen was dropped and Ben launched a stream of water to make Gwen's fall safe. Ben tried to attack Victor Valadis but he disassembled into the alien microchips and escaped into the sewers.

Kevin and Gwen rand up to where Ben was at. "He was willing to fight us but not you, Ben. It doesn't make sense." said Gwen

"Something else doesn't make sense, either." said Kevin

The next day in the middle of the after noon Ben got a text from Star saying she want to meet later on tonight so the could talk about what happened in the trial. Because she still got it on here mind. Ben told her he has something to talk to her about as well that has happened the past few days. Then that night before Ben and Star were about to met up Ben, Kevin and Gwen were at the cemetery in front of Victor Valadis's place of rest. Kevin absorbed a stone and morphed his hand into a shovel.

"If any of your aliens are good at digging, now would be the time." said Kevin

"I'm still not convinced this is such a great idea." said Ben

"How else are we gonna prove Valadis isn't dead?"

Then Gwen's eyes started to glow purple. "There is someone down there. And it's Victor Valadis." said Gwen

"I could have told you that." said Elena as she showed up walking towards them.

"Elena? I thought you didn't want to help." said Ben surprised she was here.

"Changed my mind."

"But your research was so important." said Gwen

"Friends are important, too."

The four of them went to Mr. Smoothy's to talk some more.

"What I'm wondering is why these new chips would take the form of your father." said Gwen

"Habit?They know it from when they attacked us before." said Elena

"But what do they want? The last time, they tried to take over everyone and everything. But this time..." said Ben

"I know what they want. They wanna kill me." said Kevin

"And me." said Gwen

"But not me." said Ben

"How so?" asked Elena

"It ran from me twice."

"Maybe it was afraid of all those aliens you have on your wrist."

"Then why wouldn't it have been afraid of me? Or Kevin. We're not exactly powerless, you know." said Gwen

"I'm a scientist, not a detective."

"Well, I'm gonna go do some detective work. Coming?" asked Kevin

In a bit. Star's going to be here soon. So I want to catch her whats going." said Ben

As Elena just looked at Ben with a weird look thinking Star wasn't going to be apart of this.

"Got it. Get her up speed and meat up with us." said Kevin as him and Gwen when to Kevin's car and they drove off.

In Kevin's car.

"Did you see the face Elena made when Ben mentioned Star." said Gwen

"Most likely she is just jealous of Star. That just how girls are. They get jealous over the simplest of thing at time." said Kevin. Then Gwen started to give Kevin a look that she gave him before. "At lest, that's what my friends say."

"Which friends?"

"The ones I don't see anymore."

With Star.

Star opened a portal near the Burger Shack in a ally way. Once she got through it and it was closed. Star was attacked by a swarm of the alien microchip. There was to many and they attacked Star to fast for her stop them from taking her away. After a bit Ben drove up in his car.

"Hey. Has anyone seen Star?" asked Ben

"No not today." said someone that goes to school with them.

"Oh I might be early." Ben walked to the ally way that Star appeared at figuring this is where she will show up. Then Ben noticed an alien microchip on the ground and thought she might have been attacked. Ben then got into his car and drove of to Elena's Lab. Once Ben got there Ben knocked on the door. Elena soon opened the door.

"Ben!" said Elena happy to see him. Then Ben walked into Elena's lab with a mad look on his face. "What's the matter?"

"I found another chip." Ben showed Elena the microchip. She the started to examine it.

"This isn't one of mine, either."

"Prove it. I want to compare it to one of yours."

"Mine are all in..."

"They're the same aren't they? Aren't they?!" Ben said getting angry

"Yes."

"You've learned to control the chips, and you've been trying to get rid of anyone who I care about. That's why they tried to kill Gwen and Kevin but wouldn't fight me."

"I did maybe lie a little about the chips, but none of the other stuff is true. A few of them got away before I put up the force field. I-I didn't think they would do any harm."

"You didn't think!" Ben said still angry

"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 souldn't take long to find them and deactivate them. Okay?" Elena then walked away to get some stuff ready.

"Something still doesn't seem right."

"What do you mean?"

"If you weren't then who attacked Star. They way was she attacked?"

"How do you know she was attacked. Could she just not showed up." said Elena

"No that's not like Star to say she is coming and not come with saying something first."

"Maybe you got there early."

"Maybe! Then why hasn't she called me asking where am I. Maybe I'll just wait for it then." Unknown to Ben Star was tied up and gagged in a special room in the lab.

"Well in the mean time. I'm so glade we're going to be together now."

"Working together, Elena" Ben corrected her

"It won't always be work." Elena started to move in for a kiss. But Ben backed up a bit.

"Yeah, it will be work. Elena I don't know if i was sending you the wrong signals. But I'm not..." But before Ben could finish there was a loud bang. "What's that?" Ben started to look for where the sound came from.

"Don't!" Then Ben head and saw a big door locked by a chain start to rustle. Ben then started to head towards it. "We said don't" Elena said as her voice started to get distorted as he body changed. Then Ben turned around seeing the new Elena.

"It was you."

"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."

"And I bought it. Elena, they've been controlling you! You've got to fight them!"

"They're not controlling me. They are me, and I am them. They give me what I want. They fulfill my deepest desires, even the ones I don't know i have. We could fulfill your deepest desires, too. You like your car. Wouldn't you like a few more?" Then Elena had some of the Alien microchips form into a copy of Ben's car. "Or something else? Anything else? We can give it to you, Ben." But Ben just ran for the door. "Don't!" Elena had the microchips that formed into Ben's car move in front of Ben and made the take the form of Victor Valadis.

"Make him go away, Elena."

"I can't. The chips want what I want, and I can't stop wanting!"

Ben could hear Star was ramming into the door much harder now to get it opened. Ben then activate the ultimatrix and hit it. "Armodrillo!" Ben then ran up and knocked Victor Valadis to the side. Then he smashed the door open. Then two more Victor Valadis appeared from the first. They started to charged at them. Ben slammed his hand to the ground that send a shock wave that knocked back the three Victor Valadis. Ben then released Star from cuffs that on her wrists. Then Star removed the gag and pulled out her wand from her bag. When Kevin and Gwen entered the lab see Ben and Star was there with Elena still in he transformed state as well three Victor Valadis.

"What I tell you? From now on, you can call me Sherlock Levin." said Kevin

Then the three Victor Valadis started to get up. Gwen used her powers to to block the attack from one of the Victor Valadis. As Kevin tried to punch one but it dodged and hit him to the side. Ben went to help but was tossed to the side by one of the Victor Valadis metal arms. Ben could see Gwen was pinned by one of them as it kept attacking her dome. Kevin was being held up in the air by another metal arms. As Star started to blast one.

"You have to stop them!" said Ben

"We can't" said Elena

"Then I'll have to stop you!" Ben then started to charge at Elena.

"You know we like you, Ben, but not that much." Elena arm morphed into a cannon and it fired a bunch of of the alien microchips. The microchips started to encase to the point he can move or breath. Ben fell to the floor. Star noticed this then fired a blast that send the copy of Victor Valadis flying back. Star ran to Ben.

"Can't breath!"

Star started to blast the microchips off Ben without him but the layer of chips were to thick. Star then looked over at Elena who was just standing there watching. "Is this what you want?" asked Star

"It must be!" said Elena as she grabbed her head like she was in pain or something else.

"No. The Elena i knew would never have wanted this."

"Star, we can't stop!"

"If you ever cared about Ben, me or the others. You would find a way to stop this. Because the real you would try to stop this no mater what." Then Elena started to walk away. As Star kept trying to get the microchips with magic. Then once Elena got to the door where the other Alien Microchips where being held and open the door. Start then heard the alarm go off. "Elena, don't!" Elena just looked back and smiled. Then she walked in. Once she did she started to scream out in pain as the force field started to destroy her. Once she was destroyed the Alien Microchip all turned off. Ben was freed from the tones of microchip covering him as well copies of Victor Valadis were destroyed as well. Realizing what happened shocked both Ben and Gwen the most, but Star was surprised she did that as well, that she actually did that.